**Front Matter and Introduction**

Welcome to the DSFulfill software and services developed and operated by Shenzhen StellarWhale Technology Co., Ltd. (hereinafter referred to as “we“)!

The DSFulfill software is designed for use by fulfillment service providers or their practitioners in the dropshipping industry. It integrates various tools that will assist you or the entity you represent, along with its affiliates (collectively referred to as “you”), in making business decisions related to dropshipping fulfillment.

To use our DSFulfill software and services, you should read and comply with the “DSFulfill Terms and Conditions of Use” (hereinafter referred to as “this Agreement”). Please read carefully and fully understand the contents of each clause, especially the clauses regarding exemption or limitation of liability, as well as the clauses related to the activation of other services. Clauses regarding exemption or limitation of liability may be highlighted in bold to draw your attention.

By clicking “Read and Agree,” you are deemed to have read and agreed to all the terms of this Agreement. Unless you have read and agreed to all the terms of this Agreement, you may not register an account for the DSFulfill software. This Agreement takes effect from the moment you click “Read and Agree.”

**1. Scope and Applicability**

**1.1 Scope of Applicable Entities**

This Agreement applies to you when you download (if applicable), install (if applicable), register, use, or log in to the DSFulfill software (hereinafter referred to as “the Software”), as well as to individuals who enter into this Agreement through the use of the Software, or entities with whom we have directly signed a personal contract.

**1.2 Agreement Relationship and Conflicting Clauses**

If there is any contradiction or inconsistency between this Agreement and the actual signed contract, the actual signed contract shall prevail.

Without prior written permission, our direct competitors may not use the Software and services. Additionally, direct competitors may not use the Software and services for the purpose of monitoring service availability, performance, or functionality, or for any other benchmarking or competitive purposes.

This Agreement was last updated on November 11, 2024. We may continuously release relevant agreements, rules, and specifications related to the Software. Once released, these documents become an integral part of this Agreement and form a unified whole. You are also required to comply with them.

**2. About the Service**

**2.1 Service Content**

The service content refers to the related services we provide to users through the Software (hereinafter referred to as “the Service”).

**2.2 Service Form**

You may use the Software and services through terminals such as computers and mobile phones, in the form of clients or web pages, as provided by us. We will continuously enrich the terminals and forms through which you can use the Software and services. When using the Software and services, you should select the version of the Software that matches your terminal and system; otherwise, you may not be able to use the Software and services properly.

Other services, such as support services for the Software, are provided as additional services only after prior agreement. The Software may, but is not obligated to, provide you with any support services, nor is it obligated to enter into contracts for such additional services.

**2.3 Software Updates**

We reserve the right to update the Software version at any time, expand the scope of the Software’s functionality, and make improvements to adapt to technological advancements. We also reserve the right to introduce additional security measures or similar changes at any time. After the release of a new version of the Software, we may set a reasonable transition period for some users to use the new version. After the transition period ends, the old version of the Software may no longer be usable, and we do not guarantee the continued availability of the old version or the provision of corresponding services.

**3. Term and Termination**

**3.1 Provisions on Purchased Services**

We provide services to you through contracts or orders, and grant you access to the Software within the scope of the contract term:

– Services are sold in user packages;
– Agreed upon in a separate contract signed by both parties;
– Agreed upon through the description corresponding to the package purchased on the web page.

If there is any contradiction between the two, the contract shall prevail. Additional packages can be added during the package period, and their prices shall be based on the contract or our website price list.

**3.2 Invoicing and Payment**

You only need to pay the recharge amount to the dedicated recharge account we provide to purchase package services. We will issue an invoice in advance or execute it according to the relevant order agreement. You are obligated to accurately retain complete invoicing information and contact information in the service.

**3.3 Service Suspension and Advance Charges**

If your service arrears under this Agreement or any other agreement have been overdue for 30 days (calendar days) or more, we have the right to charge you in advance for the unpaid fees according to this Agreement. Therefore, all such payable amounts will become immediately due and payable. We will suspend the service until you pay the full amount, and we reserve the right to take remedial measures and other rights against you.

**4. Your Obligations**

You need to ensure that the information you provide during the account creation and usage process is correct and complete. If there are any changes to the contact data you provided, or any data required for the execution of this Agreement, you should notify us immediately.

All operational behaviors recorded by the use of the Software and services are associated with the registered account. This means that all operations of the account in the Software are presumed to be your own operations, and you are responsible for the results of these operations.

If you leave the entity you represent and its affiliates and stop using the Software, we may delete your registered account from the server.

You are responsible for ensuring that your employees have the appropriate qualifications and training to use the Software.

If the Software is inaccessible or there are faults or defects in the services we provide, you should immediately provide feedback to us via email, QQ group, phone, etc. If there is an impact, you should describe it in text form as much as possible, explaining how to reproduce the fault, defect, or dysfunction.

The Software is not intended for permanent backup and storage of data. Therefore, you should retain backup copies of all data transmitted to us, and these copies should not be stored on our servers. Additionally, you should regularly back up data related to the use of the service to prevent permanent data loss and minimize the risk of damage.

You should retain the login name and password details for accessing the Software and ensure that third-party networks are secure and inaccessible. The personnel you grant access to should be instructed by you accordingly and are obligated to the same extent. Passwords must be changed regularly, at least once every quarter. If you find that an unauthorized third party has obtained access data to the Software, you should notify us immediately. We have the right (but not the obligation) to take measures to reduce damage, such as blocking your account or changing access data. In this case, you have the right to request new access data from us. If a third party uses your account to access the Software after obtaining the necessary access data because you did not adequately protect it, you are responsible for the third party’s operations on your account. This rule does not apply if you have previously notified us of the possibility of unauthorized access and had sufficient time to prevent third-party access.

You should avoid taking any measures that may damage or endanger the stability and security of the Software or our other systems or services, unless such damage or endangerment is a technical necessity resulting from the use of the Software as described in this Agreement.

You are fully responsible for complying with the terms of use of the dropshipping fulfillment service platform and the guidelines for using the dropshipping fulfillment service platform. Although the Software and the functions it provides may, in some cases, cause you to violate the terms and guidelines of the dropshipping fulfillment service platform, this is clearly not the intended use of the Software, and we neither support nor accept such use of the Software.

If we discover or receive reports that you have violated the terms of this Agreement, we have the right to take measures including but not limited to suspending or terminating your use of the Software and pursuing legal liability.

**5. Data Access and Data Management**

**5.1 Data Access**

You are obligated to provide us with all data necessary for the performance of the service in accordance with this Agreement. The Software accesses relevant data and reports through the authorization of your dropshipping fulfillment service platform account (“Dropshipping Account”). We will clearly and honestly inform you of the data that needs to be accessed and its purpose. You must ensure that we are granted all necessary access rights for this purpose. According to the personal identity information retention policy requirements of different fulfillment platforms, we will automatically delete your buyer’s personal identity information 28 days after the shipment of your buyer’s order, and no offline backup will be made.

The data you provide for analysis must not violate legal regulations or infringe on the rights of third parties. The services we provide must not be used for illegal or third-party infringement purposes. In the event of a violation, we may suspend the provision of services with immediate effect or block your access to the Software. You shall compensate us for any damages caused by your violation of the above agreement, including but not limited to notarization fees, appraisal fees, travel expenses, handling fees, and attorney fees incurred in realizing the above claims.

You grant us the necessary rights to use the data to analyze the delivered data in accordance with this Agreement.

Due to the nature of the data analysis you require, we may use your authorized Dropshipping customer account to collect and analyze data that is not directly related to you, such as data related to products you have not sold. You allow us to analyze such data.

**5.2 Data Management**

According to the data protection policy of fulfillment, we must create, record, and comply with privacy and data processing policies for applications or services. These policies stipulate appropriate behaviors and technical controls for managing and protecting information assets. We must maintain an inventory of software and physical assets (such as computers and mobile devices) that can access PII and update it regularly. Records of data processing activities, such as the collection, processing, storage, use, sharing, and disposal of specific data fields and all their PII information, should be maintained to establish accountability and compliance with regulations. We must establish and comply with customer-consented privacy policies and data access rights, correct, delete, or stop sharing/processing their information (if applicable), or as required by data privacy regulations.

**5.2 Deletion Requests**

Upon receiving a notification from the end seller and according to their request to delete information in our system, we must immediately (but no later than 72 hours after the end seller’s request) permanently and securely delete the information (according to industry-standard processing procedures, such as NIST 800-88).

**6. Availability**

To ensure the normal operation of the Software and the services we provide, we regularly perform system maintenance and update work (“routine maintenance work”). This work is usually conducted during periods of expected low usage.

If the service availability cannot be guaranteed for a considerable period due to such maintenance work, we will notify you in advance of the upcoming maintenance date at an appropriate time.

**7. Ownership**

**7.1 Reserved Rights**

Except for the usage rights explicitly granted herein, we reserve all rights, ownership, and interests in the service, including all related intellectual property rights. Except for the rights explicitly stated herein, no other rights are granted to you below.

**7.2 Restrictions**

You shall not engage in the following behaviors: (1) allow third parties to access the Software, unless permitted by this Agreement or the order; (2) create derivative products based on the service; (3) copy, design, or mirror any part or content of the service, but you may copy, design, or perform other actions within your internal network for your own internal business purposes; (4) reverse engineer, reverse assemble, reverse compile, or otherwise attempt to discover or obtain the source code of the Software; (5) access the service for the following purposes: a) generate competitive products or services; b) copy any features, functions, or graphics of the service.

**8. Confidentiality Agreement**

Both you and we shall keep the contents of this Agreement and the execution of this Agreement confidential and shall not disclose them to third parties. Both you and we are the providers and recipients of confidential information and are obligated to maintain confidentiality and bear confidentiality responsibilities. Neither party shall disclose or use any confidential information to third parties without the written consent of the other party. You and we must also ensure that our respective representatives do not disclose or use any confidential information to third parties unless the disclosure, publication, or use of confidential information is necessary for the work of the cooperation project that both parties are engaged in or developing (including the obligations that both parties shall bear according to laws or contracts in the future).

**9. Warranties and Disclaimers**

**9.1 Mutual Warranties**

Both parties acknowledge and warrant: (1) the signing of this Agreement has legal effect; (2) no malicious code will be transferred to the other party (except for malicious code transmitted by other parties to the warranting party).

**9.2 Disclaimer**

(1) Any personal data leakage caused by you informing others of your user password or sharing your registered account with others. (2) Any personal data leakage, loss, theft, or tampering caused by hacker attacks, computer virus intrusion or发作, government department control, and other force majeure. (3) Any personal data leakage and resulting legal disputes and consequences caused by other websites linked to the Software or our website.

**10. Scope of Liability**

**10.1 Mutual Warranties**

In any case, the total liability of either party arising from or related to this Agreement, whether due to the provisions of this Agreement, tort, or any other liability category, shall not exceed the total amount you paid here, or for any single event, your liability shall not exceed 100,000 RMB or the amount you paid here within 12 months after the event (whichever is smaller). The above liability does not limit your payment obligations stipulated in Article 3 (Term and Termination).

**10.1 Exclusions for Consequential and Related Losses**

In no event shall either party be liable for any loss of profits/revenues or any indirect, special, incidental, consequential, compensatory, or punitive damages arising from any other cause, whether due to the provisions of this Agreement, tort, or any other liability category, and regardless of whether the possibility of such damages has been notified, the other party has no obligation to compensate. Within the limits of applicable law, the above disclaimer does not apply.

**11. About Our Use of Cookies**

Cookies are small data files (usually numbers and letters) that websites store on your computer or mobile device. Cookies help the website or another website recognize your device the next time you visit. Web beacons or other similar files have the same function. In this Agreement, we use the term “cookies” to refer to all files that collect information in this way. Cookies can perform many different functions, such as allowing you to navigate efficiently between web pages, saving your preferences, and generally improving your experience of accessing the website. The Software pages may use cookies so that when you return to our website, the Software can provide you with information access.

Although there has been controversy over the privacy implications of cookies, it is important for customers of the Software to know that cookies do not read your hard drive, nor can they use cookies to reveal new information about you that you have not chosen to disclose. The Software may use cookies to record your activities on our website. Please note that your web browser settings can be adjusted to limit or prohibit the placement of cookies by this website and other websites.

**12. Communication Preferences and Opt-Out**

After you provide us with your contact information, the Software or we may market to you, including but not limited to sending promotional and related offer information. If you wish to opt out of receiving marketing-related information from the Software, please click the “opt-out” link in the communication. Please note that if you choose not to receive marketing-related emails from us, we may still continue to send important administrative messages to your email. If you wish for us to completely delete your personal records from the database, we will delete your contact information according to your request.

**13. International Data Transfer**

According to our applicable laws and regulations, we or our third-party operating agencies reserve the right to transmit, process, and store your information anywhere outside your country/region.

**14. General Provisions**

**14.1 Relationship of the Parties**

Each party is an independent contractor. This Agreement does not create a partnership, franchise, joint venture, agency, trust, or employment relationship between the parties.

**14.2 No Third-Party Beneficiaries**

This Agreement has no third-party beneficiaries.

**14.3 Independent Rights and Obligations**

If a court with jurisdiction determines that the provisions of this Agreement do not comply with the law, the court may modify or interpret the relevant provisions to best achieve the purpose of the original provisions within the maximum scope permitted by law, and the remaining provisions of this Agreement shall remain valid.

**14.4 Governing Law and Dispute Resolution**

The establishment, validity, performance, interpretation, and dispute resolution of this Agreement shall be governed by the laws of the People’s Republic of China. The place of signing of this Agreement is Longgang District, Shenzhen. If a dispute or controversy arises between you and us, it should first be resolved amicably; if the negotiation fails, you agree to submit the dispute or controversy to the people’s court in the place where this Agreement is signed.

**14.5 Complete Agreement**

This Agreement, including all contents and appendices stipulated herein, as well as all orders, constitutes the complete agreement between the parties. This Agreement replaces any prior or contemporaneous oral agreements, proposals, or representations regarding the Software. If there is any conflict with a specifically signed contract, the contract shall prevail. Any changes, modifications, or waivers to the provisions of this Agreement shall be invalid unless made in writing and signed or electronically acknowledged by the other party.