Welcome to Chuanfeng Hulian LLC. These Terms of Service (the Terms) govern your access to and use of our website at www.chuanfenghulian.mom and all related services, including computer systems design, integrated systems, technology consulting, and digital transformation solutions (collectively, the Services). By accessing our website or engaging our Services, you agree to be bound by these Terms. If you do not agree with any part of these Terms, you must not use our website or Services.
Chuanfeng Hulian LLC is a limited liability company organized under the laws of the State of Utah, United States, with its principal place of business at 3388 S Ovation Dr, West Valley City, UT 84128-6945. These Terms constitute a legally binding agreement between you (the Client or User) and Chuanfeng Hulian LLC. Throughout these Terms, the terms we, us, our, and Company refer to Chuanfeng Hulian LLC.
1. Definitions
For the purposes of these Terms, the following definitions apply:
- Client means any individual or entity that accesses our website, requests a quote, or enters into a service agreement with Chuanfeng Hulian LLC.
- Confidential Information means all non-public information disclosed by either party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
- Deliverables means the work products, documentation, software, designs, and other materials produced by Chuanfeng Hulian as part of the Services.
- Intellectual Property Rights means all patents, copyrights, trademarks, trade secrets, and other proprietary rights recognized under applicable law.
- Services means all consulting, design, integration, and technology services provided by Chuanfeng Hulian, including those described on our website or in a separate Statement of Work.
- Statement of Work or SOW means a written document executed by both parties that describes the specific scope, timeline, deliverables, and fees for a particular engagement.
2. Acceptance of Terms
By using our website or engaging our Services, you represent and warrant that you have the legal capacity to enter into these Terms. If you are using our Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms. Your continued use of our website or Services after any modification to these Terms constitutes your acceptance of the modified Terms. If you do not agree to any modification, you must stop using our website and Services immediately.
3. Website Use and Restrictions
You are granted a limited, non-exclusive, non-transferable, revocable license to access and use our website for lawful purposes. You agree not to: (a) use our website for any unlawful purpose or in violation of any applicable federal, state, or international law; (b) attempt to gain unauthorized access to any portion of our website, server systems, or networks; (c) introduce any viruses, trojan horses, worms, logic bombs, or other malicious code; (d) engage in any activity that interferes with or disrupts the operation of our website or Services; (e) scrape, crawl, or otherwise harvest data from our website without our prior written consent; (f) impersonate any person or entity or misrepresent your affiliation with any person or entity; or (g) use any automated means to access our website or collect information without our express permission. We reserve the right to suspend or terminate your access to our website at any time for violation of these restrictions.
4. Service Engagement and Statements of Work
Each engagement for our Services shall be governed by a separate Statement of Work (SOW) that both parties execute. Each SOW will specify the scope of work, project milestones, deliverables, fees, payment schedule, and any specific terms applicable to that engagement. In the event of any conflict between these Terms and a specific SOW, the SOW shall govern with respect to that particular engagement unless the SOW expressly states otherwise. No engagement shall be binding until both parties have signed a SOW. We reserve the right to decline any request for Services at our sole discretion.
5. Fees and Payment Terms
Fees for Services shall be as set forth in each SOW. Unless otherwise stated in the SOW, all fees are quoted in United States dollars and are exclusive of any applicable taxes, duties, or levies. Client shall pay all invoices within thirty days of the invoice date unless otherwise agreed in writing. Late payments shall accrue interest at the rate of one and one-half percent per month or the maximum rate permitted by applicable law, whichever is lower. Client is responsible for all taxes, including sales tax, VAT, GST, or similar transaction taxes, except for taxes based on our net income. If Client disputes any invoice in good faith, Client shall notify us in writing within ten business days of receipt of the invoice, and both parties shall work in good faith to resolve the dispute promptly. Non-payment of undisputed amounts beyond the due date is a material breach of these Terms.
6. Intellectual Property Rights
Ownership of intellectual property shall be as follows:
- Pre-existing Materials: Each party retains all rights, title, and interest in and to its pre-existing intellectual property, including any tools, libraries, frameworks, or methodologies used in the performance of the Services.
- Deliverables: Upon full payment of all fees due under the applicable SOW, we assign to Client all rights, title, and interest in the specific Deliverables created for that Client under the SOW, except for our Pre-existing Materials and any tools or components that are generally reusable across projects.
- Reusable Components: We retain a perpetual, royalty-free, worldwide license to use any generalized methodologies, code libraries, architectures, and know-how developed during the course of providing Services, provided that such use does not disclose Client Confidential Information.
- Website Content: All content on our website, including text, graphics, logos, images, and software, is our property or the property of our licensors and is protected by copyright and other intellectual property laws. You may not reproduce, distribute, modify, or create derivative works from our website content without our prior written consent.
7. Confidentiality
Both parties agree to maintain the confidentiality of all Confidential Information disclosed during the course of the engagement. Each party shall: (a) use the Confidential Information solely for the purpose of performing its obligations under these Terms and applicable SOWs; (b) restrict access to Confidential Information to those employees and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in these Terms; (c) protect the Confidential Information using reasonable care, at least the same degree of care used to protect its own confidential information of similar nature; and (d) promptly notify the other party in the event of any unauthorized disclosure or use of Confidential Information. These confidentiality obligations shall survive for a period of five years following the termination or expiration of the applicable SOW, except for trade secrets, which shall remain confidential indefinitely.
8. Warranties and Disclaimers
We warrant that our Services will be performed in a professional and workmanlike manner in accordance with industry standards. We further warrant that the Deliverables will conform to the specifications set forth in the applicable SOW. Our sole obligation and liability for breach of these warranties shall be, at our option, to re-perform the non-conforming Services or to correct the non-conforming Deliverables. Except as expressly stated in these Terms, our website and Services are provided on an as is and as available basis without any warranties of any kind, either 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 usage of trade. We do not warrant that our website or Services will be uninterrupted, error-free, secure, or free from viruses or other harmful components.
9. Limitation of Liability
To the maximum extent permitted by applicable law, in no event shall Chuanfeng Hulian LLC, its officers, directors, employees, agents, or affiliates be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, business interruption, or cost of procurement of substitute services, arising out of or in connection with these Terms or the Services, whether based on contract, tort, negligence, strict liability, or any other legal theory, even if we have been advised of the possibility of such damages. Our total cumulative liability for any claims arising out of or relating to these Terms or the Services shall not exceed the total fees paid by Client to us during the twelve-month period immediately preceding the event giving rise to the claim. The parties acknowledge that the fees charged reflect the allocation of risk set forth in this Section and that the limitation of liability is fundamental to the bargain between the parties.
10. Indemnification
Client agrees to indemnify, defend, and hold harmless Chuanfeng Hulian LLC, its affiliates, officers, directors, 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: (a) Client use of our website or Services in violation of these Terms; (b) Client violation of any applicable law or regulation; (c) Client infringement of any third-party intellectual property or other rights; (d) any content or materials provided by Client to us for use in connection with the Services; or (e) any dispute between Client and a third party arising from Client use of our Deliverables. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Client, in which case Client shall cooperate fully with us in asserting any available defenses.
11. Termination
These Terms shall remain in effect until terminated as provided herein. Either party may terminate any SOW for convenience upon thirty days written notice to the other party. Either party may terminate any SOW immediately upon written notice if the other party materially breaches these Terms or the applicable SOW and fails to cure such breach within thirty days after receiving written notice thereof. Termination of a SOW does not automatically terminate these Terms. Upon termination of a SOW, Client shall pay all fees and expenses incurred through the effective date of termination, including non-cancellable commitments and work in progress. Sections 5, 6, 7, 8, 9, 10, 12, 13, and 14 shall survive termination of these Terms and any SOW.
12. Governing Law and Dispute Resolution
These Terms and any SOW shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of laws principles. Any dispute arising out of or relating to these Terms or the Services shall be resolved through the following process: (a) first, the parties shall attempt to resolve the dispute through good faith negotiations between senior management; (b) if the dispute cannot be resolved within thirty days, the parties shall submit the dispute to mediation administered by a mutually agreed mediator in Salt Lake County, Utah; (c) if mediation fails, either party may initiate binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, with the arbitration to be held in Salt Lake County, Utah, and judgment on the arbitration award may be entered in any court having jurisdiction. Each party shall bear its own legal fees and costs unless the arbitrator determines that a party has acted in bad faith or without substantial justification. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
13. Force Majeure
Neither party shall be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, strikes, labor disputes, government actions or regulations, pandemics, epidemics, supply chain disruptions, internet outages, power failures, or telecommunications failures. The affected party shall promptly notify the other party of the force majeure event and shall use reasonable efforts to mitigate its effects and resume performance as soon as practicable. If a force majeure event continues for more than sixty days, either party may terminate the affected SOW without further liability except for fees and expenses incurred prior to the force majeure event.
14. General Provisions
Entire Agreement: These Terms, together with any SOWs and exhibits referenced herein, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior or contemporaneous agreements, representations, and understandings, whether written or oral.
Amendment: We reserve the right to modify these Terms at any time by posting the revised version on our website and updating the effective date. Changes shall become effective thirty days after posting. Your continued use of our website or Services after the effective date constitutes acceptance of the revised Terms.
Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable.
Waiver: No waiver of any term or condition shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Our failure to enforce any right or provision shall not constitute a waiver of such right or provision.
Assignment: Client may not assign these Terms or any SOW without our prior written consent. We may assign these Terms or any SOW to any affiliate or in connection with a merger, acquisition, or sale of all or substantially all of our assets, with notice to Client.
Notices: All notices under these Terms shall be in writing and shall be deemed given when delivered personally, sent by email to the addresses provided in the applicable SOW, or sent by certified mail to the addresses set forth at the beginning of these Terms.
Relationship: Nothing in these Terms shall create a partnership, joint venture, agency, or employment relationship between the parties. Both parties are independent contractors.
No Third-Party Beneficiaries: These Terms are for the sole benefit of the parties and their permitted assigns and nothing herein shall confer any rights on any third party.
15. Contact Information
If you have any questions about these Terms, please contact us:
- Email: service@chuanfenghulian.mom
- Phone: +1 361 691 9215
- Mail: Chuanfeng Hulian LLC, 3388 S Ovation Dr, West Valley City, UT 84128-6945, United States