This document concerns Aster’s software service and its merchant customers. Store product sales remain the responsibility of the actual merchant.
1. Draft status and contracting parties
This document is a proposed draft based on the product design. It has not been reviewed by qualified counsel and is neither an operative agreement nor legal advice. The proposed provider is example, registration number example, registered address example, place of incorporation example ("Aster" or the "Platform"). All example fields, applicable law and local legal review must be completed before launch. Website: https://example.com. Legal contact: legal@example.com.
2. Scope, eligibility and acceptance
The service is intended for businesses and legally capable traders building stores for business purposes. A person opening an account for a customer must have authority to bind that customer. An operative contract is formed only after the customer is shown and affirmatively accepts a specified version of these terms and an order; acceptance boxes must not be preselected. The Platform retains the order, terms version, language, acceptance time and necessary evidence, and provides a retainable copy. Viewing the preview does not create a paid subscription.
3. Contract documents and precedence
The executed order identifies the plan, allowances, billing period, support and any add-ons. The billing policy, AUP, AI terms and applicable SLA form part of the contract. The DPA prevails for personal-data processing, and validly executed transfer clauses prevail as specified in those clauses. Express provisions signed by both parties take precedence over general terms without reducing mandatory rights. Privacy and Cookie notices describe processing and do not replace legally required consent.
4. Platform and merchant roles
Aster provides software for storefront creation, catalog management, order orchestration, payment integrations, after-sales operations and AI assistance. The merchant is the seller of its store’s goods and services and is responsible for lawful products, prices, taxes, delivery, consumer rights and refunds. Aster is not the merchant of record for store sales, does not collect or hold consumer sale proceeds, and does not provide bank accounts, escrow, fund guarantees or financial advice. Statutory roles depend on actual activities; this clause does not displace duties imposed by law.
5. Accounts, security and permissions
Customers must provide accurate business and contact details, enable multifactor authentication for administrators, assign permissions by role and promptly disable departed personnel. Customers are responsible for their authorized users, while the Platform remains responsible for its own security duties. PSP secrets must enter the system only through protected credential configuration and must not be placed in public pages, AI prompts or support conversations. The parties must promptly cooperate through security@example.com to contain and investigate compromised credentials or suspicious access.
6. License, content and AI output
During the paid term, the Platform grants a nonexclusive, nonresalable right to use the service to operate the customer’s permitted stores. Customers retain rights in their product information, marks, uploaded content and business data, and authorize processing only to provide, secure and support the service. The Platform retains its software and general components. AI output may not be exclusive or protectable; customers must assess sources, infringement risk and accuracy and may not represent generated output as guaranteed by the Platform or counsel.
7. Payments, funds and refund authority
Merchants contract directly with their PSP and receive store settlements; Platform subscriptions are billed separately through the Platform’s own PSP account. The Platform does not collect or retain full PANs or CVVs. Payment status is based on verified PSP events and reconciliation. Each refund requires approval by an authorized merchant employee and an execution-time check of captured amounts or settled amounts eligible under PSP rules, previous and pending refunds, and currency; it must not exceed the actual refundable balance. PSP restrictions do not relieve the merchant of a legal refund obligation.
8. Service delivery, third parties and deployment
The order must identify the actual scope of hosted services and any self-hosted software. The ability to host the SaaS marketing website independently or on Cloudflare Workers does not mean the entire commerce backend supports that deployment or automatically license the Platform source or production system for self-hosting. PSP, domain, logistics, AI and analytics providers may have separate terms and charges, disclosed before activation. The Platform must exercise reasonable care in selecting, configuring and maintaining its subcontracted services and cannot use third-party involvement to excuse all of its obligations.
9. Fees, suspension and changes
Charges and renewals follow the billing policy and checkout confirmation; excess usage must not generate unapproved automatic fees. Material feature reductions or price changes require at least 30 days’ advance notice and take effect at the next renewal, subject to longer notice or renewed consent required by law. For nonpayment, violations or security risks, the Platform must act proportionately and, except in urgent, unlawful or restricted circumstances, explain the reason and allow a reasonable opportunity to cure. Suspension does not authorize taking merchant funds or abandoning consumer requests.
10. Confidentiality, warranties and liability
Each party may use the other’s nonpublic commercial and technical information only to perform the contract and must bind need-to-know personnel to confidentiality; legally compelled disclosure requires advance notice where permitted. The Platform will provide production services with reasonable skill and care but does not guarantee sales, SEO rankings, absence of fraud or error-free AI. The proposed ordinary contractual damages cap is fees actually paid during the 12 months before the event giving rise to the claim; a proposed two-times cap applies to confidentiality, data-protection and intellectual-property claims, subject to local legal review. Fraud, intentional misconduct and liability that cannot lawfully be limited remain uncapped. These Platform caps do not limit merchants’ obligations to consumers.
11. Termination, export and survival
Customers may cancel renewal under the billing policy. A party may terminate for a material breach not cured within 30 days after written notice; irremediable serious illegality or security risks may justify immediate limits on affected functions. Normal termination includes a 30-day read-only export period for products, orders, customers, content and assets that their licenses permit to be exported, followed by deletion under the DPA. If the Platform ends prepaid service early without customer fault, it refunds the unused period proportionately. Accrued fees and rights, confidentiality, dispute provisions and statutory retention duties survive as appropriate.
12. Law, disputes and notices
Proposed governing law: example. Proposed court or dispute body: example. These fields must be resolved before publishing a final jurisdiction clause. Parties should first notify legal@example.com and seek a good-faith resolution for 30 days, without delaying urgent relief, statutory deadlines or regulatory complaints. Formal notices go to the addresses or emails agreed in the order. Chinese and English should be equivalent; switching language must not reduce rights. Mandatory language, jurisdiction and nonwaivable remedies required by local law prevail.
13. Third-party claims and defense
For a third-party claim that the Platform software, supplied as agreed and unmodified by the customer, infringes intellectual property, the Platform proposes to provide reasonable defense and pay amounts awarded or agreed in settlement. It may obtain continuing rights, provide a noninfringing modification or end affected functions with a refund of unused prepaid fees. Customers propose a proportionate defense obligation for claims arising from content they have no right to supply, unlawful products or intentional abuse. Parties must give prompt notice, cooperate reasonably and allow appropriate defense control; settlements may not admit the affected party’s liability or impose nonmonetary duties without consent. These arrangements require review against caps, local law and insurance and do not shift the other party’s own fault.
14. General provisions and entire agreement
If an event beyond reasonable control affects performance, the affected party must notify promptly, mitigate and resume performance. It does not excuse accrued payment, confidentiality, data-protection or legally required refund duties. The contract may not be assigned without the other party’s consent to an entity unable to perform; permitted restructuring assignments require notice and protection of data and accrued rights. No partnership or agency is created. Delay in exercising a right is not waiver. Expressly accepted contract documents form the entire service agreement without excluding fraud, statutory misrepresentation liability or mandatory consumer protection.