Legal terms governing the use of Lingyuanshu technology services and solutions.
Effective Date: June 1, 2026 | Last Updated: June 23, 2026
Please read these Terms of Service carefully before using any services provided by Xi'an Lingyuanshu Information Technology Co., Ltd. By accessing or using 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 services.
These Terms of Service (the "Terms") constitute a legally binding agreement between you, the client or user ("You" or "Client"), and Xi'an Lingyuanshu Information Technology Co., Ltd. ("Lingyuanshu Tech," "We," "Us," or "Our"), a company duly organized and existing under the laws of the People's Republic of China, with its principal place of business at Room 1502, Unit 1, Building 1, Blue Sky Tower, Weiyang Road, Xi'an, Shaanxi Province, China.
These Terms govern your access to and use of our website, software platforms, technical consulting, computer systems design services, integrated systems solutions, cloud infrastructure services, cybersecurity consulting, and all related products and services (collectively, the "Services"). By accessing our website, submitting an inquiry, executing a service agreement, or otherwise using any of our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and any additional terms referenced herein.
If you are entering into these Terms 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. If you do not have such authority, you must not use the Services on behalf of that entity.
For the purposes of these Terms, the following capitalized terms shall have the meanings ascribed to them below:
Section headings are for convenience only and shall not affect the interpretation of these Terms. Words importing the singular shall include the plural and vice versa where the context requires.
Lingyuanshu Tech specializes in professional computer systems design and information technology services. Our Services encompass, but are not limited to, the following categories:
The specific scope, deliverables, timelines, and fees applicable to each engagement shall be defined in a separate Statement of Work or Service Order signed by both parties. In the event of any inconsistency between these Terms and a Service Order, the Service Order shall prevail with respect to that particular engagement.
By using our Services, you represent and warrant that:
We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel Service Orders at our sole discretion, including but not limited to cases where we believe that a Client's conduct violates applicable law or is harmful to our interests.
Where the Services require the creation of an online account or portal, the Client is responsible for maintaining the confidentiality of all login credentials, passwords, and access tokens associated with such account. The Client shall:
Lingyuanshu Tech shall not be liable for any loss, damage, or expense arising from unauthorized access to or use of the Client's account, provided that such unauthorized access did not result from our failure to implement reasonable security safeguards on our systems.
As between the parties, Lingyuanshu Tech retains all right, title, and interest in and to (a) the Services, our website, platforms, tools, methodologies, frameworks, templates, reference architectures, and pre-existing software components; (b) any improvements, enhancements, modifications, or derivative works thereof; (c) all intellectual property rights embodied therein; and (d) any generalized know-how, techniques, or expertise developed or used by Lingyuanshu Tech in the course of providing the Services, provided that such know-how does not incorporate Client Data or the Client's Confidential Information.
Subject to the Client's full payment of all fees due under the applicable Service Order, Lingyuanshu Tech grants the Client a non-exclusive, non-transferable, perpetual, irrevocable, worldwide license to use the specific Deliverables produced for the Client, solely for the Client's internal business purposes and in accordance with the scope of use defined in the Service Order. The Client shall not sublicense, sell, distribute, or otherwise commercialize the Deliverables without Lingyuanshu Tech's prior written consent.
As between the parties, the Client retains all right, title, and interest in and to the Client Data and any pre-existing intellectual property owned by the Client prior to the engagement. The Client grants Lingyuanshu Tech a non-exclusive, royalty-free, worldwide license during the term of the Agreement to use, reproduce, modify, and process the Client Data solely for the purpose of providing the Services, including testing, deployment, and optimization activities.
Any suggestions, enhancement requests, recommendations, or other feedback provided by the Client regarding the Services may be used by Lingyuanshu Tech without any obligation of compensation, attribution, or restriction. The Client hereby assigns all right, title, and interest in any such feedback to Lingyuanshu Tech.
The fees for Services shall be as set forth in the applicable Service Order or as quoted in writing by Lingyuanshu Tech. Unless otherwise specified in a Service Order, the following payment terms shall apply:
The Client agrees to:
The Client acknowledges that delays in fulfilling its obligations under this Section may impact project timelines and fees. Lingyuanshu Tech shall not be liable for any delays caused by the Client's failure to meet its obligations, and any such delays may result in adjustment of project schedules and additional fees.
Each party (the "Receiving Party") agrees to hold in strict confidence all Confidential Information disclosed by the other party (the "Disclosing Party"). The Receiving Party shall:
Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information; or (d) is required to be disclosed by applicable law, court order, or governmental regulation, provided that the Receiving Party gives the Disclosing Party prompt notice of such requirement and cooperates in seeking a protective order or other appropriate relief.
This Section 9 shall survive termination of the Agreement for a period of five (5) years, or indefinitely with respect to trade secrets.
Lingyuanshu Tech takes data protection and privacy seriously. In the course of providing the Services, we may process personal data on behalf of the Client. Our practices regarding the collection, use, and protection of personal data are described in our Privacy Policy, which is incorporated into these Terms by reference.
Where Lingyuanshu Tech processes personal data as a processor on behalf of the Client, the parties agree to the following:
The Client represents and warrants that it has provided all necessary notices and obtained all necessary consents required for Lingyuanshu Tech to lawfully process personal data in connection with the Services. The Client further agrees to indemnify Lingyuanshu Tech against any claims, damages, or penalties arising from the Client's failure to comply with applicable data protection laws.
Lingyuanshu Tech warrants that:
The Client warrants that:
Except as expressly provided in this Section 11, the Services, Deliverables, and all related materials are provided "as is" and "as available," without any warranties of any kind, whether express, implied, statutory, or otherwise. To the maximum extent permitted by applicable law, Lingyuanshu Tech expressly disclaims all implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, reliability, and quiet enjoyment. Lingyuanshu Tech does not warrant that the Services will be uninterrupted, error-free, or that all defects will be corrected.
To the maximum extent permitted by applicable law:
(a) Exclusion of Certain Damages. In no event shall Lingyuanshu Tech or any of its directors, officers, employees, agents, or affiliates be liable for any indirect, incidental, special, punitive, exemplary, or consequential damages, including but not limited to loss of profits, loss of revenue, loss of business opportunities, loss of data or goodwill, business interruption, cost of procuring substitute services, or any damages arising from system failure or malfunction, regardless of whether such damages are based on contract, tort (including negligence), strict liability, warranty, or any other legal theory, even if Lingyuanshu Tech has been advised of the possibility of such damages.
(b) Cap on Liability. Lingyuanshu Tech's total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid or payable by the Client to Lingyuanshu Tech during the twelve (12) month period immediately preceding the event giving rise to the claim.
(c) Exceptions. Nothing in this Section 12 shall limit or exclude liability for: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; (iii) gross negligence or wilful misconduct; (iv) breach of confidentiality obligations under Section 9; (v) infringement of intellectual property rights; or (vi) any liability that cannot be excluded or limited under applicable law.
Lingyuanshu Tech shall defend, indemnify, and hold harmless the Client and its directors, officers, employees, and affiliates from and against any third-party claim, demand, action, or proceeding alleging that the Deliverables, when used in accordance with the Agreement and any applicable documentation, infringe upon a valid intellectual property right of a third party. Lingyuanshu Tech's indemnification obligations under this Section 13.1 are subject to the Client: (a) promptly notifying Lingyuanshu Tech in writing of the claim; (b) granting Lingyuanshu Tech sole control over the defense and settlement of the claim; and (c) providing reasonable cooperation and assistance in the defense of the claim. If a claim of infringement occurs or is likely to occur, Lingyuanshu Tech may, at its sole option and expense: (i) procure for the Client the right to continue using the Deliverables; (ii) modify the Deliverables to make them non-infringing while retaining substantially equivalent functionality; or (iii) terminate the applicable Service Order and refund the fees paid for the infringing Deliverables.
The Client shall defend, indemnify, and hold harmless Lingyuanshu Tech and its directors, officers, employees, agents, and affiliates from and against any third-party claim, demand, action, or proceeding arising out of or related to: (a) the Client Data or any materials provided by the Client; (b) the Client's use of the Services in violation of the Agreement or applicable law; (c) the Client's failure to obtain necessary consents or authorizations; or (d) any dispute between the Client and its own customers, vendors, or partners arising from the Client's use of the Services.
Each party shall indemnify the other against any third-party claim alleging that the indemnifying party's technology, materials, or intellectual property provided under the Agreement infringes upon a third-party intellectual property right, subject to the same notice, control, and cooperation conditions set forth in Section 13.1.
The Agreement commences on the Effective Date and continues until terminated in accordance with its terms. Individual Service Orders may have their own term and termination provisions, which shall govern the Services provided under those Service Orders.
Either party may terminate the Agreement or any individual Service Order for convenience by providing thirty (30) days' prior written notice to the other party. In the event of termination for convenience by the Client, the Client shall pay Lingyuanshu Tech for all Services rendered and expenses incurred up to the effective date of termination, plus a reasonable cancellation fee equal to twenty percent (20%) of the fees for the uncompleted portion of the terminated Service Order, unless otherwise specified in the Service Order.
Either party may terminate the Agreement or any individual Service Order immediately upon written notice if: (a) the other party materially breaches the Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof; (b) the other party files a petition for bankruptcy, becomes insolvent, makes an assignment for the benefit of creditors, or ceases to do business; or (c) the other party's actions or omissions cause irreparable harm that cannot be adequately remedied by monetary damages alone.
Upon termination or expiration of the Agreement: (a) the Client shall pay all fees and expenses due and payable through the effective date of termination; (b) each party shall return or destroy the other party's Confidential Information in accordance with Section 9; (c) Lingyuanshu Tech shall deliver to the Client all completed Deliverables for which payment has been received; (d) any licenses granted herein that are necessary for the Client's continued use of Deliverables for which full payment has been made shall survive termination; and (e) Sections 6 (Intellectual Property), 9 (Confidentiality), 11.3 (Disclaimer of Warranties), 12 (Limitation of Liability), 13 (Indemnification), 14.4 (Effect of Termination), 18 (Dispute Resolution), and 22 (Contact), and any other provisions that by their nature should survive, shall survive termination.
Lingyuanshu Tech reserves the right to suspend provision of the Services, in whole or in part, immediately upon written notice to the Client in the following circumstances:
Lingyuanshu Tech shall have no liability for any suspension of Services in accordance with this Section 15. During any suspension period caused by the Client, fees shall continue to accrue and the Client shall remain responsible for all applicable charges. Lingyuanshu Tech shall use commercially reasonable efforts to minimize the scope and duration of any suspension.
The Services may integrate with, reference, or require the use of third-party software, platforms, infrastructure, or services ("Third-Party Services"), including but not limited to cloud hosting providers, database management systems, monitoring tools, authentication services, and open-source libraries. Lingyuanshu Tech does not own, control, or operate such Third-Party Services and disclaims all liability for their performance, availability, security, or compliance.
Any use of Third-Party Services in connection with the Services is subject to the applicable third party's own terms of service, license agreements, and privacy policies. The Client acknowledges that:
Our website may contain links to third-party websites or resources. Lingyuanshu Tech is not responsible for the content, products, or services available on such third-party websites, and the inclusion of any link does not imply endorsement by Lingyuanshu Tech.
Neither party shall be liable for any delay or failure in performance under the Agreement (except for payment obligations) to the extent caused by circumstances beyond its reasonable control, including but not limited to: acts of God, natural disasters, fire, flood, earthquake, explosion, pandemic, epidemic, public health emergencies; acts of government, war, civil unrest, terrorism, military action; strikes, labor disputes, supply chain disruptions; telecommunications or internet service outages; power failures; cyberattacks, distributed denial-of-service attacks, ransomware; and failure of third-party hardware, software, or services not under the control of the affected party.
The affected party shall: (a) promptly notify the other party of the Force Majeure event and its expected duration; (b) use commercially reasonable efforts to mitigate the effects of the Force Majeure event and to resume performance as soon as practicable; and (c) provide periodic updates to the other party regarding the status of the Force Majeure event. If a Force Majeure event causes a party to be unable to perform its material obligations for a continuous period of sixty (60) days or more, either party may terminate the affected Service Order or the Agreement upon written notice to the other party, without further liability other than payment for Services rendered up to the date of termination.
These Terms and any disputes arising out of or in connection with the Agreement 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 shall not apply to this Agreement.
Before initiating any formal dispute resolution proceedings, the parties agree to attempt to resolve any dispute informally by negotiating in good faith. The party asserting a dispute shall provide written notice describing the dispute in reasonable detail. The parties shall designate representatives to meet (in person or by video conference) within fifteen (15) business days of the notice to attempt to resolve the dispute. If the parties are unable to resolve the dispute within thirty (30) business days of the initial notice, either party may proceed to formal dispute resolution.
If informal resolution fails, the parties agree to submit the dispute to non-binding mediation administered by a mutually agreed mediation center in Xi'an, Shaanxi Province. The mediation shall be conducted in English or Chinese, as agreed by the parties. Each party shall bear its own costs and fees associated with the mediation, and the costs of the mediator shall be shared equally.
If mediation fails to resolve the dispute, any unresolved dispute, controversy, or claim arising out of or relating to the Agreement shall be finally settled by arbitration administered by the Xi'an Arbitration Commission in accordance with its arbitration rules then in effect. The arbitration shall be conducted in Xi'an, Shaanxi Province, in the English language. The tribunal shall consist of a single arbitrator agreed upon by the parties, or if the parties cannot agree within thirty (30) days, a single arbitrator appointed by the Xi'an Arbitration Commission. The arbitration award shall be final and binding on both parties, and judgment upon the award may be entered in any court having jurisdiction thereof.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to protect its intellectual property rights, Confidential Information, or to prevent irreparable harm, without waiving the right to arbitrate the merits of the dispute.
Lingyuanshu Tech reserves the right to modify, update, or revise these Terms at any time. We will notify the Client of material changes by: (a) posting the updated Terms on our website with a revised "Last Updated" date; (b) sending an email notification to the Client's registered email address; or (c) providing notice through the Services portal, if applicable.
Changes become effective on the date specified in the notice, which shall be no less than fourteen (14) days after the notice is provided for material changes, except that changes required by law or to address urgent security or operational concerns may become effective immediately. By continuing to access or use the Services after the effective date of any changes, the Client accepts and agrees to be bound by the updated Terms. If the Client does not agree to the updated Terms, the Client's sole remedy is to terminate the Agreement and cease use of the Services, subject to payment of all fees accrued through the date of termination.
For Client engagements governed by a signed Service Order, any material changes to these Terms shall be subject to the Client's express written consent, which shall not be unreasonably withheld or delayed.
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its intent, or if such modification is not possible, such provision shall be severed. The remaining provisions of the Terms shall continue in full force and effect unaffected by such invalidity, illegality, or unenforceability.
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 thereof or the exercise of any other right, power, or privilege. All waivers must be in writing and signed by the waiving party. The waiver of any breach of any provision of these Terms shall not be deemed a waiver of any subsequent breach of the same provision or any other provision.
These Terms are for the sole benefit of the parties and their respective permitted successors and assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.
These Terms, together with any Service Orders, Statements of Work, the Privacy Policy, and any other documents expressly incorporated by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous understandings, agreements, negotiations, representations, and communications, whether written or oral.
In the event of any conflict or inconsistency between the provisions of these Terms and any Service Order, the following order of precedence shall apply: (a) the Service Order (with respect to the specific Services governed thereby); (b) these Terms; and (c) any other incorporated documents. No modification or amendment to these Terms shall be effective unless made in accordance with Section 19 or set forth in a writing signed by both parties.
All notices, requests, demands, and other communications required or permitted under these Terms shall be in writing and shall be deemed duly given when: (a) delivered personally; (b) sent by confirmed email; (c) sent by registered or certified mail, postage prepaid, return receipt requested; or (d) sent by a reputable international courier service, addressed to the receiving party at the address set forth below.
Lingyuanshu Tech Contact Information:
Company Name: Xi'an Lingyuanshu Information Technology Co., Ltd.
Address: Room 1502, Unit 1, Building 1, Blue Sky Tower, Weiyang Road, Weiyang District, Xi'an, Shaanxi Province, China
Email: support@lingyuanshu.shop
Phone: 15364529055
Client Contact Information: The Client shall provide its current contact information for notices, including a physical address, email address, and phone number. The Client is responsible for updating its contact information promptly upon any change.
The parties acknowledge and agree that these Terms and all related documents have been drafted in the English language. In the event of any discrepancy between the English version and any translation, the English version shall prevail and govern the rights and obligations of the parties. Any translation provided is for convenience only.
The Client may not assign, transfer, or delegate any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of Lingyuanshu Tech. Lingyuanshu Tech may assign, transfer, or delegate any of its rights or obligations under these Terms without the Client's consent, provided that such assignment does not materially diminish the Client's rights under the Agreement. Any attempted assignment in violation of this Section shall be null and void. These Terms shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
The parties are independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, franchise, or employment relationship between the parties. Neither party has the authority to bind the other party or to incur any obligation on behalf of the other party without the other party's express prior written consent.
Lingyuanshu Tech may subcontract any portion of the Services to qualified third parties, provided that Lingyuanshu Tech remains fully responsible for the performance of all subcontracted work and for the acts and omissions of any subcontractor as if such work were performed by Lingyuanshu Tech itself. Lingyuanshu Tech shall ensure that all subcontractors are bound by confidentiality and data protection obligations at least as protective as those set forth in Sections 9 and 10.
The parties agree that electronic signatures, whether in the form of digital signatures, scanned signatures, or click-through acceptances, shall have the same legal effect as original handwritten signatures for purposes of the validity, enforceability, and admissibility of these Terms and any related Service Orders.
The Services may be subject to export control laws and regulations of the People's Republic of China and other applicable jurisdictions. The Client agrees to comply with all applicable export control laws and shall not export, re-export, or transfer the Services or any Deliverables to any country, entity, or person subject to trade sanctions or export restrictions.
Except as expressly provided otherwise in these Terms, all rights and remedies available to a party under these Terms or under applicable law are cumulative and may be exercised separately, successively, or concurrently.