Terms of Service

1. Acceptance of Terms

These Terms of Service constitute a legally binding agreement between you (referred to as the Client, you, or your) and Guangxi Jiexun Network Technology Co., Ltd., a company registered in the Peoples Republic of China with its registered office at Room 611, 6th Floor, Port Joint Inspection Building, Qinzhou Port Economic Development Zone, Qinzhou Port Area, China (Guangxi) Pilot Free Trade Zone, Qinzhou City, 535000, China (referred to as Jie Xun, we, us, or our).

By accessing our website at www.jiexun.lol, engaging our services, submitting a project inquiry, or entering into a service agreement with us, 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 do not agree with any part of these terms, you must not use our website or services.

We reserve the right to update, modify, or replace any part of these Terms of Service at our sole discretion. Changes will be posted on this page with an updated effective date. Your continued use of or access to our website or services following the posting of any changes constitutes acceptance of those changes. It is your responsibility to review these terms periodically for updates.

2. Services Description

Jie Xun provides professional services in the field of computer systems design and related services, operating within the Professional, Scientific, and Technical Services sector. Our core service offerings include, but are not limited to:

• Systems architecture design and technical consulting
• Cloud infrastructure planning, deployment, and management
• Custom software development for web, mobile, and desktop platforms
• Cybersecurity auditing, penetration testing, and compliance consulting
• Data engineering, analytics pipeline design, and machine learning integration
• Enterprise system integration and API development
• Technical project management and IT strategy advisory

The specific scope, deliverables, timeline, and fees for any service engagement will be defined in a separate Statement of Work or Service Agreement executed by both parties. In the event of any conflict between these Terms of Service and the terms of a signed Service Agreement, the Service Agreement shall prevail with respect to the specific engagement it covers.

3. Client Obligations

To enable us to perform our services effectively and on schedule, you agree to the following obligations during the course of any engagement:

• Timely Cooperation: Provide reasonable access to your personnel, systems, data, documentation, and facilities as necessary for the delivery of services. Designate a primary point of contact who is authorized to make decisions on your behalf and is available during normal business hours.
• Accurate Information: Ensure that all information, materials, and data you provide to us are accurate, complete, and do not infringe upon the intellectual property rights of any third party. You are solely responsible for the quality, legality, and integrity of data you supply.
• Required Approvals: Obtain and maintain all necessary consents, licenses, and permissions required for us to access and work with your systems, data, and infrastructure.
• Backup: Maintain current backups of your data, systems, and configurations before and during any service engagement. We are not responsible for data loss resulting from your failure to maintain adequate backups, except where such loss is directly caused by our gross negligence or willful misconduct.
• Payment: Pay all invoices in accordance with the payment terms specified in the applicable Service Agreement or invoice.
• Security: Maintain reasonable security measures on your own systems and promptly notify us of any security incidents or unauthorized access that may affect our services.

Delays caused by your failure to meet these obligations may result in adjustments to project timelines and additional charges at our standard rates.

4. Intellectual Property Rights

Intellectual property is a critical consideration in systems design and software development engagements. The allocation of IP rights is governed as follows:

4.1 Pre-Existing Materials

Each party retains all right, title, and interest in and to its pre-existing intellectual property, including software, frameworks, libraries, tools, methodologies, documentation, and know-how developed prior to or independently of the engagement. Nothing in these terms transfers ownership of pre-existing IP from one party to the other.

4.2 Project Deliverables

Unless otherwise specified in the Service Agreement, upon full payment of all fees due, we assign to you all right, title, and interest in the custom deliverables created specifically for you during the engagement, including source code, design documents, architecture diagrams, and other work products identified as project-specific deliverables. This assignment excludes our pre-existing materials, third-party components, and any general-purpose tools, frameworks, or methodologies developed or refined during the engagement.

4.3 License to Use Pre-Existing Materials

To the extent that our pre-existing materials are incorporated into project deliverables, we grant you a perpetual, irrevocable, worldwide, non-exclusive, royalty-free license to use such materials solely as integrated into and in connection with the deliverables. You may not extract, repurpose, or redistribute our pre-existing materials independently of the deliverables.

4.4 Portfolio Rights

We retain the right to describe and display the general nature and results of our work for you in our portfolio, website, marketing materials, and business development activities, provided that we do not disclose your confidential information without your prior written consent.

4.5 Third-Party Components

Deliverables may incorporate third-party software, libraries, or components governed by their own license terms. We will identify material third-party components in the project documentation, and your use of such components is subject to their respective license terms.

5. Confidentiality

During the course of our engagement, each party may disclose to the other certain non-public, proprietary, or confidential information. Confidential Information includes, but is not limited to, business plans, customer lists, trade secrets, source code, system configurations, security credentials, financial data, technical specifications, and any information marked or identified as confidential.

Each party agrees to:

• Use the other partys Confidential Information solely for the purpose of performing obligations or exercising rights under the applicable Service Agreement;
• Protect the other partys Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care;
• Limit access to Confidential Information to employees, contractors, and advisors who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those in this section;
• Not disclose Confidential Information to any third party without the disclosing partys prior written consent, except as required by law, regulation, or court order.

Confidentiality obligations do not apply to information that: is or becomes publicly available through no breach of these terms; was independently developed without use of the disclosing partys Confidential Information; was rightfully received from a third party without restriction; or is required to be disclosed by law, provided the receiving party gives the disclosing party prompt notice and reasonable assistance to seek a protective order.

These confidentiality obligations survive termination of the engagement and these Terms of Service for a period of five years, or indefinitely for information constituting a trade secret under applicable law.

6. Fees and Payment Terms

Service fees are specified in the applicable Service Agreement, Statement of Work, or proposal accepted by you. Our fees may be structured as fixed-price for defined deliverables, time-and-materials at agreed hourly or daily rates, or a retainer model with recurring charges. The payment terms for each engagement are as follows:

• Invoices are issued according to the schedule defined in the Service Agreement (for example, upon milestone completion, monthly in arrears, or at defined intervals).
• Payment is due within 30 calendar days from the invoice date, unless a different period is specified in the Service Agreement.
• Late payments accrue interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower.
• All fees are exclusive of applicable taxes, duties, and levies. You are responsible for paying all sales, use, value-added, withholding, and similar taxes imposed on the services, excluding taxes based on our net income.
• We reserve the right to suspend or terminate services if payment is more than 60 days past due, provided we have given you at least 10 business days written notice of our intent to do so.

Expenses reasonably incurred in the delivery of services, such as travel, hosting fees, software licenses, and third-party service charges, will be billed to you if pre-approved or if specified in the Service Agreement. We will provide supporting documentation for reimbursable expenses upon request.

7. Warranties and Disclaimers

7.1 Service Warranty

We warrant that our services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. For software development deliverables, we warrant that for a period of 90 days following delivery and acceptance, the deliverables will substantially conform to the written specifications set forth in the applicable Statement of Work. If you report a non-conformity during this warranty period, we will use commercially reasonable efforts to correct the issue at no additional charge. This is your sole and exclusive remedy for breach of this warranty.

7.2 Disclaimer of Warranties

Except as expressly set forth above, our services and deliverables are provided on an as-is and as-available basis, and we disclaim all other warranties, whether express, implied, statutory, or otherwise, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing, course of performance, or usage of trade.

We do not warrant that any software, system, or deliverable will operate uninterrupted, error-free, or completely secure; that defects will be corrected; or that deliverables are free of viruses or other harmful components. You acknowledge that software and systems are inherently subject to bugs, vulnerabilities, and limitations, and that our services are advisory and technical in nature — final decisions regarding deployment, operation, and use remain your responsibility.

7.3 Third-Party Products and Services

We may recommend, resell, or integrate third-party products and services as part of our engagements. We make no representations or warranties regarding such third-party offerings, and any issues arising from them are subject to the terms and support commitments of the respective third-party provider.

8. Limitation of Liability

To the fullest extent permitted by applicable law, and subject to the exceptions stated below:

• Jie Xun, its officers, directors, employees, agents, and affiliates shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of goodwill, business interruption, or cost of substitute services, whether arising from contract, tort (including negligence), strict liability, or any other legal theory, even if advised of the possibility of such damages.
• Our total aggregate liability arising out of or relating to these Terms of Service or any Service Agreement, whether in contract, tort, or otherwise, shall not exceed the total fees actually paid by you to Jie Xun under the specific Service Agreement giving rise to the claim during the 12-month period immediately preceding the event that gave rise to the claim.

The limitations in this section do not apply to: liability for death or personal injury caused by negligence; liability for fraud or fraudulent misrepresentation; liability arising from a breach of confidentiality obligations that causes demonstrable and quantifiable harm; or any other liability that cannot be limited or excluded by applicable law.

You acknowledge that the fees charged reflect the allocation of risk set forth in these terms, and that these limitations of liability are an essential basis of the bargain between the parties. You agree to bring any claim arising out of these terms within one year of the date on which the cause of action accrued.

9. Indemnification

Each party (the Indemnifying Party) agrees to defend, indemnify, and hold harmless the other party and its officers, directors, employees, and agents (the Indemnified Party) from and against any and all third-party claims, demands, suits, proceedings, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

For your indemnification obligations to us: any claim that materials, data, or content you provide to us infringe or misappropriate the intellectual property rights of a third party; any claim arising from your use of deliverables in a manner not contemplated by the Service Agreement; and any claim arising from your breach of these Terms of Service or applicable law.

For our indemnification obligations to you: any claim that our deliverables, excluding third-party components and materials you provided, infringe or misappropriate the intellectual property rights of a third party.

The Indemnified Party must: promptly notify the Indemnifying Party in writing of any claim; give the Indemnifying Party sole control of the defense and settlement of the claim, provided that any settlement that imposes an admission of liability or ongoing obligation on the Indemnified Party requires its prior written consent; and provide reasonable cooperation and assistance at the Indemnifying Partys expense.

10. Term and Termination

These Terms of Service remain in effect until terminated by either party. Termination of a specific Service Agreement does not automatically terminate these Terms of Service, which continue to govern any remaining or future engagements.

Termination for Convenience: Either party may terminate a Service Agreement at any time by giving the other party at least 30 days written notice. In the event of termination for convenience, you shall pay for all services rendered through the effective date of termination, plus any non-cancellable expenses incurred or committed prior to receipt of the termination notice.

Termination for Cause: Either party may terminate a Service Agreement immediately upon written notice if the other party materially breaches the Service Agreement and fails to cure such breach within 30 days of receiving written notice describing the breach in reasonable detail. Additionally, either party may terminate immediately upon written notice if the other party: becomes insolvent, files for bankruptcy, makes an assignment for the benefit of creditors, ceases operations, or is subject to a similar proceeding that is not dismissed within 60 days.

Effect of Termination: Upon termination, you shall pay all outstanding fees for services rendered and expenses incurred through the effective date. Each party shall return or, at the disclosing partys option, destroy all Confidential Information of the other party. Provisions that by their nature should survive termination — including but not limited to confidentiality, intellectual property, limitation of liability, indemnification, and governing law — shall survive.

11. Website Usage

Your use of the Jie Xun website at www.jiexun.lol is subject to the following additional conditions:

• You may use the website for lawful purposes only and in compliance with all applicable laws and regulations.
• You may not use the website to transmit or distribute viruses, malware, spam, or any material that is unlawful, harmful, threatening, defamatory, obscene, or otherwise objectionable.
• You may not attempt to gain unauthorized access to any part of the website, the server on which it is hosted, or any other server, computer, or database connected to the website.
• We reserve the right to suspend or terminate access to the website at our discretion, without notice, for any conduct that we believe violates these terms or is harmful to us, other users, or third parties.
• The content on our website is provided for general informational purposes. While we strive for accuracy, we make no representations or warranties about the completeness, reliability, or timeliness of website content. Any reliance you place on such information is strictly at your own risk.

The website, its content, design, and underlying code are protected by copyright, trademark, and other intellectual property laws. You may not reproduce, distribute, modify, create derivative works from, publicly display, or otherwise exploit any portion of the website without our prior written consent.

12. Non-Solicitation

During the term of any active Service Agreement and for a period of 12 months following its termination, each party agrees not to directly or indirectly solicit, recruit, or hire any employee or contractor of the other party who was materially involved in the delivery of services under the engagement, without the other partys prior written consent. This restriction does not apply to hiring resulting from general public advertising not specifically targeted at the other partys personnel.

13. Force Majeure

Neither party shall be liable for any failure or delay in performance of its obligations under these terms or any Service Agreement to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to: acts of God; natural disasters; fire; flood; earthquake; epidemic or pandemic; war; terrorism; civil unrest; government action, regulation, or sanction; failure of utilities, telecommunications, or internet infrastructure; cyber attacks not attributable to the affected partys negligence; and labor disputes. The affected party shall notify the other party promptly and use commercially reasonable efforts to resume performance as soon as practicable.

If a force majeure event continues for more than 60 consecutive days, either party may terminate the affected Service Agreement without liability, subject to payment for services rendered and non-cancellable expenses incurred prior to termination.

14. Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to these Terms of Service, any Service Agreement, or the breach, termination, or validity thereof shall be resolved in accordance with the following procedure:

• Negotiation: The parties shall first attempt to resolve the dispute through good-faith negotiation. Either party may initiate this process by sending a written notice describing the dispute and proposing a resolution. The parties shall meet or confer within 14 days of such notice to attempt resolution.
• Mediation: If the dispute is not resolved through negotiation within 30 days, either party may refer the dispute to mediation administered by a mutually agreed mediation institution. The mediation shall be conducted in English or Mandarin Chinese, and the parties shall share the costs of mediation equally.
• Litigation: If mediation does not resolve the dispute within 60 days of its initiation (or such longer period as the parties may agree), either party may submit the dispute to the competent courts of Qinzhou City, Guangxi Zhuang Autonomous Region, Peoples Republic of China, which shall have exclusive jurisdiction.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from any court of competent jurisdiction to prevent irreparable harm, including but not limited to the protection of intellectual property rights and confidential information.

15. General Provisions

15.1 Entire Agreement

These Terms of Service, together with any executed Service Agreement, Statement of Work, and any documents expressly incorporated by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral. No modification of these terms shall be effective unless in writing and signed by both parties.

15.2 Severability

If any provision of these terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to reflect the parties original intent as closely as possible while remaining valid, and the remaining provisions shall continue in full force and effect.

15.3 Waiver

No failure or delay by either party in exercising any right, power, or privilege under these terms shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise. A waiver of any breach shall not constitute a waiver of any subsequent breach.

15.4 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 these terms and any Service Agreement: to an affiliate; in connection with a merger, acquisition, or sale of substantially all of our assets; or to any entity that assumes our obligations hereunder. Any attempted assignment in violation of this section is void.

15.5 Independent Contractor

Jie Xun is an independent contractor, and nothing in these terms creates a partnership, joint venture, agency, or employment relationship between the parties. Neither party has the authority to bind or incur liability on behalf of the other, except as expressly authorized in writing.

15.6 Notices

All notices required or permitted under these terms shall be in writing and delivered: by email to talk@jiexun.lol (for notices to us) or to the primary contact email you have provided (for notices to you); or by registered or certified mail to the address stated in Section 1 of these terms. Notices are deemed received: if sent by email, on the date of delivery if sent during normal business hours (otherwise the next business day); if sent by mail, five business days after deposit.

15.7 Governing Law

These Terms of Service and any Service Agreement shall be governed by and construed in accordance with the laws of the Peoples Republic of China, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to these terms or any engagement with Jie Xun.

15.8 Language

These Terms of Service are drafted in English. Any translation into another language is provided for convenience only. In the event of any conflict or inconsistency between the English version and a translated version, the English version shall prevail.

16. Contact Information

For questions about these Terms of Service, please contact us at:

Guangxi Jiexun Network Technology Co., Ltd.
Room 611, 6th Floor, Port Joint Inspection Building
Qinzhou Port Economic Development Zone
Qinzhou Port Area, China (Guangxi) Pilot Free Trade Zone
Qinzhou City, 535000
China (CN)

Email: talk@jiexun.lol
Phone: +1 (918) 412-7726
Website: www.jiexun.lol