Please Read Carefully: These Terms of Service constitute a legally binding agreement between you and Songyuan Zhu Wei Network Technology Co., Ltd. By accessing our website or engaging our services, you agree to be bound by these terms. If you do not agree, you must not use our website or services.
1. Definitions and Interpretation
In these Terms of Service, the following definitions apply:
- Company, we, us, or our refers to Songyuan Zhu Wei Network Technology Co., Ltd., a company organized under the laws of the Peoples Republic of China, with its registered address at Room A0224, 4F, Building 2, Comprehensive Commercial Building, Boxue Road, Ningjiang District, Songyuan, Jilin Province, 131000, China.
- Client, you, or your refers to the individual or legal entity accessing our website, using our services, or entering into a service agreement with us.
- Services refers to computer systems design, network infrastructure planning, integrated systems deployment, cloud and hybrid infrastructure design, cybersecurity engineering, managed IT operations, consulting, technical support, and any other professional services provided by the Company.
- Website refers to the website located at https://www.zhuwei.mom and all associated subdomains and pages.
- Agreement refers to these Terms of Service together with any applicable service agreement, statement of work, proposal, or other document that sets forth the specific terms of an engagement.
2. Acceptance of Terms
By accessing or using our Website, or by engaging our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service and all applicable laws and regulations. If you are entering into this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to these terms.
We reserve the right to modify or replace these Terms of Service at any time at our sole discretion. Changes will be effective immediately upon posting to the Website. Your continued use of the Website or Services after any such changes constitutes your acceptance of the new terms. It is your responsibility to review these Terms periodically for updates.
3. Services and Engagement
Our Services encompass the design, development, deployment, and management of computer systems and network infrastructure. The specific scope, deliverables, timelines, and fees for each engagement will be defined in a separate service agreement, statement of work, or proposal document signed by both parties.
We reserve the right to decline to provide Services to any potential client at our sole discretion. We are not obligated to accept any request for Services until a written agreement has been executed by authorized representatives of both parties. All Services are provided subject to the availability of our personnel and resources.
4. Client Obligations and Responsibilities
To enable us to deliver Services effectively, you agree to the following obligations:
- Provide accurate, complete, and timely information about your systems, infrastructure, requirements, and business context as reasonably requested by us.
- Grant us necessary access to your premises, systems, networks, and personnel as reasonably required to perform the Services.
- Ensure that your existing infrastructure meets the minimum technical specifications communicated by us prior to deployment.
- Designate a primary point of contact with sufficient authority and technical knowledge to make decisions on your behalf during the engagement.
- Maintain appropriate backups of your data and systems before any integration or deployment activities commence.
- Comply with all applicable laws, regulations, and industry standards in connection with your use of our Services.
Failure to fulfill these obligations may result in delays, additional costs, or limitations in the scope of Services we are able to provide. We shall not be liable for any consequences arising from your failure to meet these obligations.
5. Intellectual Property Rights
5.1 Our Intellectual Property
Unless otherwise agreed in writing, all methodologies, processes, tools, frameworks, software code, technical documentation, design patterns, templates, and know-how that we develop or utilize in the course of providing Services (collectively, Our IP) remain the exclusive intellectual property of Songyuan Zhu Wei Network Technology Co., Ltd. This includes any pre-existing materials we bring to an engagement and any general-purpose tools or methods we develop during the engagement that are not specific to your systems or business.
5.2 Deliverables and Client Materials
Upon full payment of all fees due, we grant you a perpetual, non-exclusive, non-transferable license to use the deliverables created specifically for you under the engagement for your internal business purposes. Deliverables that constitute custom software or configurations developed exclusively for you may be assigned to you upon mutual written agreement and completion of payment. You retain ownership of all materials, data, and intellectual property that you provide to us.
5.3 Website Content
All content on our Website, including text, graphics, logos, images, design elements, and the overall arrangement and presentation, is owned by or licensed to Songyuan Zhu Wei Network Technology Co., Ltd. and is protected by copyright, trademark, and other intellectual property laws. You may view and print pages from our Website for your personal, non-commercial use only. Any other reproduction, distribution, modification, or commercial exploitation of our Website content is prohibited without our prior written consent.
6. Confidentiality
Both parties acknowledge that during the course of our engagement, each may disclose confidential and proprietary information to the other. Confidential Information includes all non-public information disclosed by one party to the other, whether in writing, orally, or through inspection of systems or facilities, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
Each party agrees to: (a) use the other partys Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement; (b) not disclose the other partys Confidential Information to any third party without the disclosing partys prior written consent, except to employees, contractors, and professional advisors who need to know such information and who are bound by confidentiality obligations at least as restrictive as those set forth herein; and (c) protect the confidentiality of the other partys Confidential Information using the same degree of care that it uses to protect its own confidential information, but in no event less than reasonable care.
Confidentiality obligations shall survive the termination or expiration of this Agreement for a period of five years, or indefinitely for trade secrets. These obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving partys possession prior to disclosure; (c) is rightfully obtained by the receiving party from a third party without restriction; or (d) is independently developed by the receiving party without use of or reference to the disclosing partys Confidential Information.
7. Fees and Payment
Fees for our Services will be specified in the applicable service agreement, statement of work, or proposal. Unless otherwise stated in the relevant engagement document:
- Fees are quoted and payable in Chinese Yuan (RMB) or United States Dollars (USD) as specified.
- Payment terms are net 30 days from the date of invoice, unless otherwise agreed.
- Late payments may accrue interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower.
- You are responsible for all applicable taxes, duties, and levies associated with the Services, excluding taxes based on our net income.
- We reserve the right to suspend Services if payment is more than 60 days past due.
8. Limitation of Liability
To the fullest extent permitted by applicable law:
- In no event shall Songyuan Zhu Wei Network Technology Co., Ltd., its directors, officers, employees, contractors, or agents be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation loss of profits, data, use, goodwill, or business interruption, whether in an action in contract, tort (including negligence), strict liability, or otherwise, arising out of or in connection with the Services or this Agreement, even if advised of the possibility of such damages.
- Our total aggregate liability to you for all claims arising out of or relating to this Agreement or the Services shall not exceed the total fees paid by you to us during the twelve months immediately preceding the event giving rise to the claim.
- Nothing in this Agreement excludes or limits our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited by applicable law.
9. Disclaimer of Warranties
The Services and Website are provided on an as is and as available basis, without warranties of any kind, either express or implied. To the fullest extent permitted by applicable law, we disclaim all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or course of performance.
We do not warrant that: (a) the Services will meet all of your requirements or expectations; (b) the Services will be uninterrupted, timely, secure, or error-free; (c) any errors or defects in the Services will be corrected; or (d) the Website or its servers are free of viruses or other harmful components.
Any advice, recommendations, or information provided by us, whether oral or written, shall not create any warranty not expressly stated in this Agreement. You acknowledge that you have not relied on any representation or warranty that is not expressly set forth in this Agreement.
10. Indemnification
You agree to indemnify, defend, and hold harmless Songyuan Zhu Wei Network Technology Co., Ltd., its affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys fees) arising out of or in connection with:
- Your breach of these Terms of Service or any applicable service agreement.
- Your use of our Website or Services in a manner not authorized by this Agreement.
- Your violation of any applicable law, regulation, or third-party right, including intellectual property rights.
- Any data, materials, or content that you provide to us for processing or integration.
11. Term and Termination
These Terms of Service remain in effect for as long as you use our Website or until terminated in accordance with this section. Service-specific agreements will specify their own term, which may be fixed-duration or ongoing.
Either party may terminate an ongoing service agreement upon 30 days written notice to the other party, unless a fixed term or different notice period is specified in the applicable engagement document. Either party may terminate an agreement immediately upon written notice if the other party materially breaches the agreement and fails to cure such breach within 15 days after receiving written notice describing the breach.
Upon termination, you shall pay all outstanding fees for Services rendered through the effective date of termination. The provisions of this Agreement concerning intellectual property, confidentiality, limitation of liability, disclaimer of warranties, indemnification, and governing law shall survive termination.
12. Third-Party Products and Services
Our Services may involve the recommendation, procurement, or integration of third-party hardware, software, or services. Such third-party products and services are governed by the terms and conditions of the respective third-party providers. We make no representations or warranties regarding third-party products and services, and we accept no liability for their performance, availability, security, or fitness for purpose. Any warranty claims regarding third-party products must be directed to the applicable third-party provider.
13. Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by circumstances beyond that partys reasonable control, including but not limited to acts of God, natural disasters, epidemics, pandemics, war, terrorism, civil unrest, government actions, embargoes, labor disputes, failures of third-party telecommunications networks or infrastructure, power outages, or cyberattacks. The affected party shall notify the other party promptly of any such event and take reasonable steps to mitigate its effects.
14. Website Usage Rules
When using our Website, you agree not to:
- Use the Website in any way that violates applicable laws or regulations.
- Attempt to gain unauthorized access to our systems, servers, or networks, or to any data not intended for public access.
- Interfere with or disrupt the Website, its servers, or networks, including through denial-of-service attacks, excessive automated queries, or the introduction of malware.
- Use any automated means, including bots, scrapers, or crawlers, to access or collect data from the Website without our prior written permission.
- Reproduce, duplicate, copy, sell, resell, or exploit any portion of the Website without our express written consent.
- Misrepresent your identity or affiliation with any person or entity when contacting us through the Website.
15. Dispute Resolution
Any dispute, controversy, or claim arising out of or relating to these Terms of Service or the Services shall first be attempted to be resolved through good faith negotiations between the parties. If a dispute cannot be resolved through negotiations within 30 days, either party may refer the matter to mediation administered by a mutually agreed mediation institution.
If mediation is unsuccessful, the dispute shall be submitted to the competent courts in Songyuan, Jilin Province, China, which shall have exclusive jurisdiction, unless otherwise required by mandatory consumer protection laws in your jurisdiction. This paragraph does not preclude either party from seeking injunctive or other equitable relief from any court of competent jurisdiction to protect its intellectual property rights or confidential information.
16. Governing Law
These Terms of Service and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Peoples Republic of China, without giving effect to any conflict of laws principles that would result in the application of the laws of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
17. General Provisions
17.1 Entire Agreement
These Terms of Service, together with any applicable service agreement, statement of work, or proposal, constitute the entire agreement between you and Songyuan Zhu Wei Network Technology Co., Ltd. regarding the subject matter hereof and supersede all prior agreements, understandings, and communications, whether written or oral.
17.2 Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the parties shall negotiate in good faith to replace the invalid provision with a valid one that most closely reflects the original intent.
17.3 Waiver
Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. No waiver of any term shall be deemed a further or continuing waiver of such term or any other term.
17.4 Assignment
You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations under these Terms, in whole or in part, without your consent, to an affiliate or in connection with a merger, acquisition, or sale of substantially all of our assets.
17.5 Relationship of the Parties
Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between you and Songyuan Zhu Wei Network Technology Co., Ltd. Each party is an independent contractor.
17.6 Notices
All notices required or permitted under these Terms shall be in writing and delivered by email or by registered mail. Notices to us shall be sent to admin@zhuwei.mom. Notices to you shall be sent to the email address or mailing address you have provided to us. Notices shall be deemed effective upon receipt if sent by email, or five business days after mailing if sent by registered mail.
18. Contact Information
If you have questions about these Terms of Service, please contact us:
Songyuan Zhu Wei Network Technology Co., Ltd.
Room A0224, 4F, Building 2, Comprehensive Commercial Building, Boxue Road, Ningjiang District
Songyuan, Jilin Province, 131000
China (CN)
Email: admin@zhuwei.mom
Phone: +17165033515