Terms of Service & Conditions

1 Introduction

Welcome to the digital ecosystem operated by Yunnan Nutingnuan Network Technology Co., Ltd. (hereinafter referred to as "Nutingnuan", "we", "us", or "our"). These Terms of Service & Conditions ("Terms") constitute a legally binding agreement between you ("User", "you", or "your") and Nutingnuan governing your access to and use of our websites, software platforms, applications, APIs, and any related products or services (collectively, the "Services").

By accessing or using any part of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must immediately cease all use of the Services. These Terms apply to all visitors, registered users, and others who access or use the Services, whether in an individual capacity or on behalf of a legal entity.

2 Definitions

For the purpose of these Terms, the following capitalized terms shall have the meanings ascribed below:

• "Account" means a registered user profile created by you on our platform that enables access to certain features of the Services.
• "Content" means any text, graphics, images, audio, video, data, software, code, or other information submitted, posted, displayed, or otherwise made available through the Services.
• "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, moral rights, database rights, and any other proprietary rights recognized under applicable law.
• "Platform" means the digital properties owned or controlled by Nutingnuan, including websites hosted under our domains and associated mobile or desktop applications.
• "Services" means all products, features, offerings, and functionalities provided by Nutingnuan, including but not limited to network technology solutions, software development services, data processing, cloud-based tools, e-commerce enablement, and technical consulting.
• "Terms" means these Terms of Service & Conditions, together with any referenced policies (including our Privacy Policy) as updated from time to time.
• "User-Generated Content" means any Content that you or other users submit to the Services.

3 Eligibility & Account Registration

You must be at least 18 years of age (or the age of majority in your jurisdiction, whichever is higher) to use the Services. By accepting these Terms, you represent and warrant that you meet this eligibility requirement. If you are accessing the Services on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

When you create an Account, you agree to:

• Provide accurate, current, and complete registration information;
• Maintain and promptly update your Account information to keep it accurate;
• Maintain the confidentiality of your login credentials and not share them with any third party;
• Notify us immediately of any unauthorized use of your Account or any other security breach;
• Accept all responsibility for activities that occur under your Account, whether or not authorized by you.

We reserve the right to refuse registration, suspend, or terminate any Account at our sole discretion and without prior notice if we suspect that the information provided is false, misleading, or that the Account is being used in violation of these Terms.

4 Description of Services

Nutingnuan provides a diverse range of network technology and internet-based services, including but not limited to:

• Software Development & Licensing: Custom software solutions, web applications, mobile applications, and related deployment services;
• Cloud & Data Services: Cloud hosting, data storage, data analytics, and computing infrastructure management;
• E-Commerce Enablement: Platform tools for online storefronts, payment processing integration, and logistics support;
• Technical Consulting: IT strategy, system architecture design, cybersecurity advisory, and digital transformation planning;
• API & Integration Services: Application programming interfaces, middleware, and third-party system integration;
• Content & Media Delivery: Content management platforms, digital asset distribution, and performance optimization.

The scope, availability, and pricing of specific Services are described in separate service-level agreements, order forms, or product documentation that supplement these Terms. We reserve the right to modify, suspend, or discontinue any part of the Services at any time, with or without notice, and shall not be liable to you or any third party for any such modification, suspension, or discontinuation.

5 User Obligations & Responsibilities

You agree to use the Services only for lawful purposes and in compliance with all applicable local, national, and international laws and regulations. Your obligations include, but are not limited to:

• Using the Services in a manner that does not infringe the rights of any third party;
• Not interfering with or disrupting the integrity or performance of the Services or any servers or networks connected to the Services;
• Complying with all technical requirements, usage limits, and rate restrictions communicated by Nutingnuan;
• Maintaining backup copies of any data or Content you upload or process through the Services, as we do not guarantee data retention beyond stated periods;
• Not engaging in any activity that could damage, disable, overburden, or impair the Services or any underlying infrastructure;
• Reporting any vulnerabilities, bugs, or security issues you discover in the Services to our security team promptly and refraining from exploiting them.

You are solely responsible for all Content that you submit, post, transmit, or otherwise make available through the Services. You retain ownership of your User-Generated Content, but you grant Nutingnuan a non-exclusive, worldwide, royalty-free, sub-licensable license to use, reproduce, modify, adapt, publish, and display such Content solely for the purpose of providing, improving, and promoting the Services.

6 Fees, Payment & Billing

Certain Services may be offered on a fee-paying basis. All fees are specified in the applicable order form, subscription plan, or service agreement. Payment terms are as follows:

• Pricing: All prices are quoted in the currency specified in the applicable agreement and exclude any taxes, duties, or levies unless stated otherwise. You are responsible for paying all applicable taxes.
• Payment Methods: We accept major credit cards, debit cards, wire transfers, and other payment methods as indicated on our platform. You authorize us to charge your selected payment method for all amounts due.
• Billing Cycle: Fees are billed in advance on a monthly or annual basis as selected during registration or ordering, unless otherwise agreed in writing.
• Late Payments: Amounts not paid when due shall accrue interest at the rate of 1.5% per month (or the highest rate permitted by applicable law, whichever is lower) plus all reasonable collection costs.
• Refunds: Unless expressly stated otherwise in a refund policy specific to a Service, all fees are non-refundable except as required by applicable consumer protection law.
• Price Changes: We reserve the right to adjust fees upon 30 days' prior notice. Continued use of the Services after the fee change constitutes acceptance of the new pricing.

7 Intellectual Property Rights

All Intellectual Property Rights in and relating to the Services, including but not limited to software code, design elements, user interfaces, branding, logos, trademarks ("Nutingnuan" and any stylized marks), documentation, algorithms, and proprietary methodologies, are and shall remain the exclusive property of Nutingnuan or its licensors. Nothing in these Terms grants you any right, title, or interest in the foregoing except the limited right to use the Services as expressly permitted herein.

You may not:

• Copy, modify, create derivative works of, reverse-engineer, decompile, or disassemble any part of the Services;
• Remove, alter, or obscure any copyright, trademark, or other proprietary notices contained in the Services;
• Use any Nutingnuan trademark, logo, or trade dress without our prior written consent;
• Reproduce, republish, or redistribute any portion of the Services for commercial purposes outside the scope of your authorized use.

Any feedback, suggestions, or ideas you provide regarding the Services may be used by Nutingnuan without any obligation of compensation or attribution.

8 Privacy & Data Protection

Your privacy is important to us. Our collection, use, storage, and disclosure of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you consent to the practices described in the Privacy Policy.

Key privacy commitments include:

• Data Minimization: We collect only the personal data necessary to provide and improve the Services;
• Security Measures: We implement industry-standard technical and organizational measures to protect your data against unauthorized access, loss, or alteration;
• Data Retention: We retain your personal data only for as long as necessary to fulfill the purposes for which it was collected, or as required by law;
• Third-Party Processors: We may engage trusted third-party service providers who process data on our behalf, subject to contractual data protection obligations;
• Cross-Border Transfers: If we transfer your data across international borders, we ensure appropriate safeguards are in place in compliance with applicable data protection laws;
• Your Rights: Depending on your jurisdiction, you may have rights regarding access, correction, deletion, portability, and restriction of processing of your personal data.

9 Prohibited Uses

You agree not to use the Services for any of the following prohibited activities:

• Any illegal purpose or in violation of any applicable law, regulation, or governmental order;
• Uploading, posting, or transmitting any Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable;
• Impersonating any person or entity or misrepresenting your affiliation with any person or entity;
• Engaging in any form of data scraping, crawling, spidering, or harvesting without our prior written consent;
• Transmitting any viruses, worms, malware, Trojan horses, ransomware, or other malicious code;
• Launching or facilitating denial-of-service (DoS or DDoS) attacks against the Services or any third-party network;
• Attempting to gain unauthorized access to any part of the Services, other user accounts, or any connected systems or networks;
• Using the Services to send unsolicited communications, spam, chain letters, or pyramid schemes;
• Interfering with or disrupting the normal operation of the Services, including overloading infrastructure with unreasonable request volumes;
• Facilitating or encouraging any of the above prohibited activities.

We reserve the right to investigate and take appropriate legal action against anyone who engages in prohibited uses, including suspending or terminating their access and reporting them to relevant authorities.

10 Third-Party Links & Content

The Services may contain links to third-party websites, applications, or resources that are not owned or controlled by Nutingnuan. We provide these links solely for your convenience and do not endorse, assume any responsibility for, or make any representations regarding the content, products, services, privacy practices, or availability of any third-party sites.

Your interactions with any third-party website or service are solely between you and the third party. We strongly encourage you to review the terms and privacy policies of any third-party services you access. Nutingnuan shall have no liability whatsoever arising from or relating to your use of third-party links or content, and you irrevocably waive any claim against us in connection therewith.

Additionally, the Services may incorporate third-party software components, libraries, or open-source code. Use of such components is subject to their respective licenses, which we make available upon request.

11 Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Without limiting the foregoing, Nutingnuan expressly disclaims all implied warranties, including but not limited to:

• Warranties of merchantability, fitness for a particular purpose, title, and non-infringement;
• Warranties that the Services will be uninterrupted, error-free, secure, or free from viruses or other harmful components;
• Warranties that any defects, bugs, or errors will be corrected in a timely manner;
• Warranties regarding the accuracy, completeness, reliability, or timeliness of any Content or information available through the Services.

No advice or information, whether oral or written, obtained by you from Nutingnuan or through the Services shall create any warranty not expressly stated in these Terms. You assume all risk for any damages or losses arising from your use of the Services, including but not limited to data loss, system downtime, and interruptions in service availability.

12 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NUTINGNUAN, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES arising out of or in connection with these Terms or the use or inability to use the Services, including but not limited to loss of profits, loss of data, loss of goodwill, business interruption, or cost of procurement of substitute services, even if Nutingnuan has been advised of the possibility of such damages;
• TOTAL LIABILITY for all claims arising under or in connection with these Terms, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the greater of: (a) the total fees paid by you to Nutingnuan in the twelve (12) months immediately preceding the event giving rise to the claim; or (b) CNY 500;
• DAMAGES for any claims that arise more than one (1) year after the cause of action accrued, unless applicable law prohibits such a limitation.

The limitations of liability set forth herein are fundamental elements of the basis of the bargain between you and Nutingnuan and shall survive a fundamental breach or failure of essential purpose. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including death or personal injury caused by negligence or fraud.

13 Indemnification

You agree to defend, indemnify, and hold harmless Nutingnuan, its affiliates, directors, officers, employees, contractors, agents, and licensors from and against any and all claims, demands, actions, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

• Your access to or use of the Services in violation of these Terms;
• Any Content you submit, post, transmit, or otherwise make available through the Services;
• Your violation of any applicable law, regulation, or third-party right (including intellectual property, privacy, or publicity rights);
• Any dispute between you and a third party arising from your use of the Services;
• Your negligence, willful misconduct, or fraudulent activity;
• Any authorized or unauthorized use of your Account by any third party.

Nutingnuan reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You shall not settle any such matter without our prior written consent. This indemnification obligation shall survive the termination of these Terms and your use of the Services.

14 Termination & Suspension

Termination by You: You may terminate your Account and cease use of the Services at any time by following the account closure procedures provided on our Platform. Termination of your Account does not relieve you of any payment obligations that accrued prior to termination.

Termination by Nutingnuan: We may, at our sole discretion and without prior notice, suspend, terminate, or restrict your access to the Services if:

• You breach any provision of these Terms;
• We are unable to verify or authenticate any information you provide;
• You engage in any prohibited use or activity described in Section 9;
• Your Account has been inactive for a period of twelve (12) consecutive months;
• We are required to do so by law, regulation, or court order;
• Continued provision of the Services to you would create a legal or regulatory risk for Nutingnuan.

Effect of Termination: Upon termination:

• All rights granted to you under these Terms immediately cease;
• You must immediately cease all use of the Services and delete any copies of our software or content in your possession;
• We may permanently delete your Account and associated data, subject to our data retention obligations as described in the Privacy Policy;
• Provisions that by their nature should survive termination shall remain in effect, including but not limited to Sections 7 (Intellectual Property), 11 (Disclaimer), 12 (Limitation of Liability), 13 (Indemnification), and 15 (Dispute Resolution).

15 Dispute Resolution & Governing Law

Governing Law: These Terms and any dispute or claim arising out of or in connection with them (whether contractual or non-contractual) shall be governed by and construed in accordance with the laws of the People's Republic of China, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

Informal Dispute Resolution: Before initiating any formal proceeding, you agree to first contact us at support@nutingnuan.shop to attempt to resolve the dispute informally. Both parties agree to negotiate in good faith for a period of thirty (30) days before resorting to any formal dispute mechanism.

Arbitration: If the dispute cannot be resolved informally, it shall be finally settled by arbitration administered by a recognized arbitration institution in Kunming, Yunnan Province, in accordance with its arbitration rules in effect at the time of filing. The arbitration shall be conducted in the English language (or Chinese if the parties agree) and shall be confidential. The award rendered by the arbitrator shall be final and binding on both parties.

Class Action Waiver: To the fullest extent permitted by law, you agree that any dispute resolution proceedings shall be conducted only on an individual basis and not as a class, consolidated, or representative action. You expressly waive your right to participate in any class action lawsuit or class-wide arbitration against Nutingnuan.

Jurisdiction: Notwithstanding the foregoing, either party may seek injunctive or equitable relief from a court of competent jurisdiction in Kunming, Yunnan Province, to protect its Intellectual Property Rights or confidential information.

16 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms (except for payment obligations) to the extent that such failure or delay is caused by circumstances beyond that party's reasonable control, including but not limited to:

• Acts of God, natural disasters (earthquakes, floods, typhoons, landslides, fires, epidemics, or pandemics);
• War, hostilities, military action, civil unrest, terrorism, or terrorist threats;
• Government actions, embargoes, sanctions, or changes in law or regulation;
• Labor strikes, lockouts, or other industrial disturbances;
• Utility or telecommunication failures, internet outages, power blackouts, or disruptions to critical infrastructure;
• Breakdown or unavailability of third-party hardware, software, or services that are not under the party's direct control.

The affected party shall notify the other party in writing as soon as reasonably practicable and shall use diligent efforts to mitigate the effects of the force majeure event. The obligations suspended due to the force majeure event shall be resumed as soon as reasonably possible after the event subsides. If the force majeure event continues for more than sixty (60) consecutive days, either party may terminate the affected portions of these Terms without liability.

17 Entire Agreement & Severability

Entire Agreement: These Terms, together with our Privacy Policy, any applicable service-level agreements, order forms, and any other documents expressly incorporated by reference, constitute the entire and exclusive agreement between you and Nutingnuan regarding the subject matter hereof. They supersede and replace all prior or contemporaneous understandings, representations, agreements, or communications, whether written or oral, regarding the use of the Services.

Severability: If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable while giving effect to the parties' intent. If modification is not possible, the provision shall be severed from these Terms, and the remaining provisions shall continue in full force and effect. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of any other provision.

18 Modifications to These Terms

Nutingnuan reserves the right to update or modify these Terms at any time in response to changes in our Services, business practices, legal or regulatory requirements, or for other operational reasons. When we make material changes, we will notify you through one or more of the following channels:

• Posting a conspicuous notice on our Platform;
• Sending an email to the address associated with your Account;
• Displaying an in-app notification or prompt requiring your acknowledgement.

Changes become effective immediately upon posting, unless we specify a later effective date. Your continued use of the Services after any changes constitute your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Services immediately. We encourage you to review these Terms periodically for any updates. The "Effective Date" at the top of this page indicates when the most recent version was published.

19 Waiver & Assignment

Waiver: No failure or delay by Nutingnuan in exercising any right, power, or privilege under these Terms shall operate as a waiver thereof. No single or partial exercise of any right, power, or privilege shall preclude any other or further exercise thereof. A waiver of any breach of these Terms shall not constitute a waiver of any subsequent breach. Any waiver must be in writing and signed by the waiving party to be effective.

Assignment: You may not assign, delegate, or transfer your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent. Any attempted assignment in violation of this restriction shall be null and void. Nutingnuan may assign or transfer these Terms, in whole or in part, freely without restriction, including in connection with a merger, acquisition, reorganization, sale of assets, or by operation of law. These Terms are binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

20 Contact Information & Notices

If you have any questions, concerns, complaints, or requests regarding these Terms or the Services, you may contact us using the following details:

Legal Notices: Any legal notice, demand, or communication required or permitted under these Terms shall be in writing and shall be sent to the address above, with a copy by email to support@nutingnuan.shop. Legal notices shall be deemed delivered upon confirmed receipt. Notices sent by email shall be deemed delivered twelve (12) hours after sending (unless we receive a bounce-back notification).

Language: These Terms are drafted in English. Any translation is provided for convenience only. In the event of any inconsistency between the English version and any translated version, the English version shall govern, unless otherwise required by applicable law.