1. Introduction
These Terms of Service govern your access to and use of the website located at www.xiangwentrade.buzz and all associated services provided by Xiangwen Trading Inc, a company organized under the laws of the State of Utah, with its principal place of business at 2382 Kiesel Ave, Ogden, UT 84401-1964, United States.
Throughout these Terms, the terms Xiangwen Trading Inc, we, us, and our refer to Xiangwen Trading Inc. The terms you and your refer to the individual or entity accessing or using our website or services. The term Services refers to all computer systems design, architecture consulting, technology advisory, and related professional services offered by Xiangwen Trading Inc.
By accessing or using our website or Services, you represent and warrant that you have the right, authority, and capacity to enter into this agreement on behalf of yourself or the entity you represent. If you do not agree with all of the provisions of these Terms, you must discontinue use of our website and Services immediately.
2. Acceptance of Terms
Your access to and use of our website and Services is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, clients, and others who access or use our website or Services. By accessing or using the website or Services, you agree to be bound by these Terms.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will try to provide at least thirty days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our website or Services after those revisions become effective, you agree to be bound by the revised terms.
If you do not agree to the new terms, in whole or in part, please stop using the website and the Services. We may terminate or suspend your access to our website and Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms.
3. Definitions and Interpretation
For the purposes of these Terms of Service, the following definitions shall apply. Client means any individual or entity that has entered into an agreement with Xiangwen Trading Inc for the provision of Services. Deliverables means all work product, reports, documentation, specifications, designs, architecture blueprints, and other materials created by Xiangwen Trading Inc in the course of providing Services.
Intellectual Property Rights means all patents, copyrights, trademarks, trade secrets, know-how, and any other proprietary rights recognized under applicable law. Project means a specific engagement or scope of work defined in a written agreement, statement of work, or proposal between Xiangwen Trading Inc and a Client. Confidential Information means any information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
Where the context so admits, words importing the singular number shall include the plural and vice versa. The headings and section titles in these Terms are for convenience only and shall not affect the interpretation of any provision. Any reference to a statute or regulation shall include any amendment, replacement, or re-enactment thereof.
4. Description of Services
Xiangwen Trading Inc provides professional computer systems design services, including but not limited to network architecture planning and design, cloud infrastructure architecture consulting, cybersecurity architecture assessment and design, data systems and analytics architecture, enterprise application architecture consulting, and information technology infrastructure assessment and advisory services.
The specific scope, deliverables, timeline, and fees for any Services will be set forth in a separate written agreement, proposal, or statement of work mutually executed by both parties. These Terms apply to all such engagements unless expressly superseded by specific provisions in the applicable written agreement.
We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time, with or without notice. We shall not be liable to you or to any third party for any modification, price change, suspension, or discontinuance of the Services, provided that any existing engagement terms shall be honored in accordance with the applicable written agreement.
5. Client Obligations and Responsibilities
As a Client of Xiangwen Trading Inc, you agree to provide accurate, current, and complete information as may be reasonably required for us to perform the Services. You shall cooperate with our team in good faith, provide timely access to relevant personnel and systems, and make available all necessary resources and information to facilitate the delivery of Services.
You are responsible for maintaining the confidentiality of any account credentials or access methods provided to you. You agree to accept responsibility for all activities that occur under your account or through your use of the Services. You must notify us immediately of any unauthorized use of your account or any other breach of security.
You represent and warrant that any information, data, or materials you provide to us in connection with the Services do not infringe upon the intellectual property rights of any third party. You shall indemnify and hold Xiangwen Trading Inc harmless from any claims arising from your breach of this representation.
6. Fees, Payment, and Invoicing
The fees for our Services shall be as set forth in the applicable proposal, statement of work, or written agreement. Unless otherwise stated, all fees are quoted and payable in United States Dollars. Fees are exclusive of any applicable taxes, which shall be the responsibility of the Client. We reserve the right to change our fee structure for future engagements upon notice to the Client.
Payment terms, including invoicing schedules, due dates, and accepted payment methods, shall be specified in the applicable engagement agreement. In the absence of specific payment terms, invoices are due and payable within thirty calendar days from the date of invoice. Late payments may accrue interest at the rate of one and one-half percent per month or the maximum rate permitted by applicable law, whichever is lower.
In the event that any payment is not made when due, we reserve the right to suspend or terminate the provision of Services until such payment is received. The Client shall be responsible for all costs of collection, including reasonable attorneys fees, incurred by Xiangwen Trading Inc in collecting any overdue amounts.
7. Intellectual Property Rights
All intellectual property rights in the Deliverables created by Xiangwen Trading Inc in the course of providing Services shall remain the property of Xiangwen Trading Inc unless and until full payment for the applicable Services has been received, at which time the ownership rights in the final Deliverables specified in the applicable agreement shall transfer to the Client as set forth therein.
Notwithstanding the foregoing, Xiangwen Trading Inc retains all right, title, and interest in and to its pre-existing intellectual property, methodologies, tools, frameworks, libraries, and know-how used in the performance of the Services. Xiangwen Trading Inc grants the Client a non-exclusive, perpetual, irrevocable, royalty-free license to use any such pre-existing intellectual property incorporated into Deliverables solely to the extent necessary for the Client to use the Deliverables.
The Client grants Xiangwen Trading Inc a non-exclusive, royalty-free, worldwide license to use, reproduce, and modify any materials provided by the Client solely for the purpose of performing the Services. All intellectual property rights in the Clients pre-existing materials shall remain the exclusive property of the Client.
8. Confidentiality
Each party acknowledges that in the course of the engagement, it may receive or have access to Confidential Information of the other party. Each party agrees to hold the other partys Confidential Information in strict confidence and to take all reasonable precautions to protect such Confidential Information, using at least the same degree of care that it uses to protect its own confidential information of like nature.
Neither party shall disclose the other partys Confidential Information to any third party without the prior written consent of the disclosing party, except as required by law or as necessary to perform its obligations under these Terms. The receiving party may disclose Confidential Information to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein.
The obligations of confidentiality shall not apply to information that is or becomes publicly available through no fault of the receiving party; was known to the receiving party prior to disclosure by the disclosing party; is independently developed by the receiving party without use of or reference to the disclosing partys Confidential Information; or is rightfully obtained by the receiving party from a third party without restriction.
9. Limitation of Liability
To the fullest extent permitted by applicable law, in no event shall Xiangwen Trading Inc, its affiliates, directors, officers, employees, agents, or contractors be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation loss of profits, data, use, goodwill, or other intangible losses, whether based on warranty, contract, tort, negligence, strict liability, or any other legal theory, arising out of or in connection with your use of our website or Services.
The total liability of Xiangwen Trading Inc for any claims arising out of or relating to these Terms or the Services shall not exceed the total amount of fees paid by you to Xiangwen Trading Inc under the applicable agreement giving rise to the claim during the twelve months preceding the event giving rise to the claim.
The limitations of liability set forth in this section shall apply even if Xiangwen Trading Inc has been advised of the possibility of such damages. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitations may not apply to you. In such jurisdictions, our liability shall be limited to the greatest extent permitted by law.
10. Disclaimer of Warranties
Our website and Services are provided on an as is and as available basis. Xiangwen Trading Inc makes no representations or warranties of any kind, express or implied, regarding the operation or availability of our website, or the information, content, materials, or products included therein.
To the full extent permissible by applicable law, Xiangwen Trading Inc disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that our website will be uninterrupted, secure, or error-free; that defects will be corrected; or that our website or the servers that make it available are free of viruses or other harmful components.
Any professional advice, recommendations, or Deliverables provided by Xiangwen Trading Inc are based on the information available at the time and are provided for informational and guidance purposes only. The Client is solely responsible for the implementation of any recommendations and for verifying that any proposed architecture, design, or configuration meets the Clients specific requirements.
11. Indemnification
You agree to defend, indemnify, and hold harmless Xiangwen Trading Inc, its affiliates, licensors, service providers, and their respective officers, directors, employees, contractors, agents, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees, including reasonable attorneys fees, arising out of or relating to your violation of these Terms of Service or your use of our website or Services.
This indemnification obligation extends to claims arising from your use of any information obtained from our website or Services; your infringement of any intellectual property or other right of any person or entity; your violation of any applicable law, rule, or regulation; and any content, materials, or data you provide to Xiangwen Trading Inc in connection with the Services.
12. Termination
We may terminate or suspend your access to our website and Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms. All provisions of these Terms that by their nature should survive termination shall survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
Upon termination, your right to use our website and Services shall immediately cease. If you wish to terminate your account or discontinue use of our website, you may simply stop using the Services. Upon termination of any engagement agreement, the Client shall pay Xiangwen Trading Inc for all Services performed through the date of termination.
13. Governing Law and Jurisdiction
These Terms of Service and any dispute or claim arising out of or in connection with them or their subject matter or formation, including non-contractual disputes or claims, shall be governed by and construed in accordance with the laws of the State of Utah, United States, without regard to its conflict of law principles.
Any legal suit, action, or proceeding arising out of or related to these Terms or our website and Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of Utah, in each case located in Weber County. You consent to the personal jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.
The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from application to these Terms. Any cause of action or claim you may have arising out of or relating to these Terms or the website must be commenced within one year after the cause of action accrues; otherwise, such cause of action or claim is permanently barred.
14. Dispute Resolution
In the event of any dispute, controversy, or claim arising out of or relating to these Terms of Service or the breach, termination, enforcement, interpretation, or validity thereof, the parties shall first attempt to resolve the dispute through good-faith negotiations. Either party may initiate such negotiations by providing written notice to the other party describing the nature of the dispute.
If the parties are unable to resolve the dispute through negotiation within thirty calendar days after receipt of the written notice, either party may pursue any remedies available at law or in equity, including filing a claim in the courts specified in the Governing Law and Jurisdiction section above. Each party shall bear its own costs and attorneys fees in connection with any dispute resolution proceedings, except as otherwise provided in these Terms or required by applicable law.
The parties agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. The parties waive any right to trial by jury in any action, proceeding, or counterclaim arising out of or relating to these Terms.
15. Force Majeure
Neither party shall be liable for any failure or delay in the performance of its obligations under these Terms if such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, earthquakes, hurricanes, epidemics, pandemics, labor disputes, telecommunications failures, internet outages, or utility failures.
The party affected by a force majeure event shall promptly notify the other party of the occurrence and expected duration of such event and shall use commercially reasonable efforts to mitigate the impact of the event on its performance. During the period of force majeure, the obligations of both parties under these Terms shall be suspended to the extent affected by the event.
16. Entire Agreement
These Terms of Service, together with our Privacy Policy and any applicable engagement agreement, proposal, or statement of work, constitute the entire agreement between you and Xiangwen Trading Inc regarding your use of our website and Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.
No waiver by Xiangwen Trading Inc of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Any failure of Xiangwen Trading Inc to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
17. Severability and Survival
If any provision of these Terms of Service is held to be invalid, illegal, or unenforceable for any reason by a court of competent jurisdiction, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms will continue in full force and effect. The invalid, illegal, or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable.
All provisions of these Terms that by their nature should survive termination or expiration of the relationship between the parties shall so survive, including but not limited to provisions relating to intellectual property, confidentiality, limitation of liability, indemnification, governing law, and dispute resolution.
18. Contact Information
If you have any questions, concerns, or comments regarding these Terms of Service, or if you need to provide any notices required or permitted under these Terms, please contact Xiangwen Trading Inc using the information provided below.
Our mailing address is: Xiangwen Trading Inc, 2382 Kiesel Ave, Ogden, UT 84401-1964, United States. Our email address for legal correspondence is assist@xiangwentrade.buzz. Our telephone number is +1 (435) 923-5149.
Any notice required or permitted to be given under these Terms shall be in writing and shall be deemed given when delivered personally, when sent by confirmed electronic mail, or five business days after being sent by certified or registered mail, postage prepaid, return receipt requested, to the address of the receiving party as set forth above or as updated by notice. This website was developed by Xiangwen Trade on behalf of Xiangwen Trading Inc.