Terms of Service

Acceptance of Terms

These Terms of Service constitute a legally binding agreement between you, whether as an individual visitor or on behalf of an entity, and SunDew, a service operated under Kunming JingYangLu Trading Co., Ltd., a company duly registered in the Peoples Republic of China with its principal place of business at Attach 1-PL, No. 90 Xinxing Road, Donghua Street, Panlong District, Kunming, Yunnan, 650000, China.

By accessing or using the SunDew website located at https://www.sundew.lol, by submitting any inquiry through our contact forms, or by engaging our computer systems design and related services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you are entering into this agreement on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these terms.

If you do not agree with any provision contained herein, you must immediately discontinue all use of our website and services. Your continued use following any amendments to these terms constitutes acceptance of the updated agreement.

Definitions and Interpretation

For the purposes of these Terms of Service, the following definitions apply. The term Services refers collectively to all computer systems design and related services offered by SunDew, including but not limited to systems architecture consulting, infrastructure engineering, platform development, data systems design, observability and site reliability engineering, security architecture, DevOps transformation, technical advisory, and managed operations. The term Website refers to the SunDew website accessible at https://www.sundew.lol and all subdomains thereof.

The terms Client, you, and your refer to the individual or entity accessing or using our website or engaging our services. The terms SunDew, we, us, and our refer to Kunming JingYangLu Trading Co., Ltd. operating as SunDew. The term Agreement refers collectively to these Terms of Service, our Privacy Policy, and any statement of work, service agreement, or other written instrument executed between SunDew and the Client.

Headings and section numbers are included for convenience only and shall not affect the interpretation of these terms. Unless the context requires otherwise, words in the singular include the plural and vice versa.

Description of Services

SunDew provides professional computer systems design and related services. The scope, deliverables, timeline, and fees for each engagement are defined in a separate statement of work or service agreement executed between SunDew and the Client. Nothing in these Terms of Service shall be construed as a commitment by SunDew to perform any specific service absent such a written agreement.

We reserve the right to modify, suspend, or discontinue any aspect of our website or service offerings at any time without prior notice. We shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the website or any service.

The information presented on our website is provided for general informational purposes only and does not constitute professional advice. You should not act or refrain from acting on the basis of any content included on our website without seeking appropriate professional advice tailored to your specific circumstances.

User Obligations and Acceptable Use

You agree to use our website and services only for lawful purposes and in accordance with these Terms of Service. You are responsible for ensuring that all information you provide to SunDew is accurate, complete, and current. You shall promptly update any information that becomes outdated or incorrect.

The following activities are expressly prohibited when using our website or services. You shall not attempt to gain unauthorized access to any portion of our website, servers, systems, or networks. You shall not use any robot, spider, scraper, or other automated means to access our website for any purpose without our express written permission. You shall not interfere with or disrupt the operation of our website or the servers and networks connected to it. You shall not upload, transmit, or distribute any malicious code, viruses, or harmful components through our website or communication channels.

You shall not use our services to develop, deploy, or support any system or application that violates applicable laws or infringes upon the rights of any third party. This includes but is not limited to systems designed for unlawful surveillance, unauthorized data collection, or intellectual property infringement.

Intellectual Property Rights

All content on the SunDew website, including but not limited to text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, software, and the compilation thereof, is the exclusive property of SunDew or its content suppliers and is protected by applicable intellectual property laws including copyright, trademark, and trade secret laws.

The SunDew name, the SunDew logo, and all related names, logos, product and service names, designs, and slogans are trademarks of SunDew or its affiliates. You must not use such marks without the prior written permission of SunDew. All other names, logos, product and service names, designs, and slogans on this website are the trademarks of their respective owners.

With respect to work product created during a client engagement, intellectual property ownership and licensing terms shall be defined in the applicable statement of work or service agreement. Unless otherwise specified in writing, SunDew retains ownership of all pre-existing materials, methodologies, tools, frameworks, and know-how used in the delivery of services, and grants the Client a non-exclusive, perpetual license to use any deliverables specifically created for the Client under the engagement.

Fees and Payment Terms

The fees for SunDew services are specified in the applicable statement of work, service agreement, or proposal accepted by the Client. All fees are quoted and payable in the currency specified in the relevant agreement, typically United States Dollars or Chinese Renminbi, unless otherwise agreed in writing.

Payment terms, including invoicing schedules, due dates, and accepted payment methods, are defined in each service agreement. Unless otherwise specified, invoices are payable within thirty calendar days of the invoice date. 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.

SunDew reserves the right to suspend or terminate services if payment is not received within the agreed timeframe. The Client is responsible for all taxes, duties, and other governmental charges associated with the services, excluding taxes based on SunDew net income.

Unless otherwise stated in the service agreement, all fees are non-refundable. In the event of early termination by the Client without cause, the Client shall pay for all services performed through the date of termination plus any non-cancellable commitments incurred by SunDew in the performance of the services.

Confidentiality

Each party acknowledges that in the course of any engagement, it may receive or have access to confidential information of the other party. Confidential information includes all non-public information, whether written, oral, or in electronic form, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Confidential information of the Client includes but is not limited to business plans, financial data, customer lists, source code, system architectures, security configurations, and any other proprietary information disclosed to SunDew in the course of service delivery. Confidential information of SunDew includes but is not limited to our methodologies, tools, pricing models, internal processes, and any materials marked as proprietary.

Each party agrees to protect the confidential information of the other party using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential information shall not be disclosed to any third party without the disclosing party prior written consent, except as required by law. These confidentiality obligations survive termination or expiration of the agreement for a period of five years, or indefinitely for trade secrets.

Limitation of Liability

To the fullest extent permitted by applicable law, in no event shall SunDew, its affiliates, directors, employees, agents, or subcontractors be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation loss of profits, data, use, goodwill, or other intangible losses, resulting from your access to or use of or inability to access or use the website or services, any conduct or content of any third party on the website, any content obtained from the website, or unauthorized access, use, or alteration of your transmissions or content.

The aggregate liability of SunDew for any claims arising out of or relating to these Terms of Service or the services provided, whether in contract, tort, or otherwise, shall not exceed the total amount of fees paid by you to SunDew during the twelve-month period preceding the event giving rise to the claim.

Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages. In such jurisdictions, the liability of SunDew shall be limited to the greatest extent permitted by applicable law. Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under applicable law.

Indemnification

You agree to defend, indemnify, and hold harmless SunDew, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any and all 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, your use of the website or services, or your infringement of any intellectual property or other right of any third party.

SunDew reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with SunDew in asserting any available defenses. You shall not settle any claim that imposes any obligation or liability on SunDew without SunDew prior written consent.

Termination

These Terms of Service remain in effect until terminated by either party. You may terminate these terms at any time by discontinuing use of our website and notifying us that you no longer wish to use our services. Termination of a specific service engagement is governed by the terms of the applicable service agreement.

SunDew may terminate or suspend your access to the website and services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms of Service. In the event of termination, your right to use the website and services will cease immediately.

All provisions of these Terms of Service that by their nature should survive termination shall survive, including without limitation ownership provisions, warranty disclaimers, indemnification, and limitations of liability. Termination of these terms does not relieve you of any obligation to pay fees accrued prior to the effective date of termination.

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 Peoples Republic of China, without regard to its conflict of law principles.

Any legal suit, action, or proceeding arising out of or related to these Terms of Service or the services provided hereunder shall be instituted exclusively in the competent courts located in Kunming, Yunnan Province, China. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Notwithstanding the foregoing, SunDew may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

Dispute Resolution

SunDew is committed to resolving disputes efficiently and fairly. In the event of any dispute, controversy, or claim arising out of or relating to these Terms of Service, the parties shall first attempt to resolve the matter through good-faith negotiation.

If the dispute cannot be resolved through negotiation within thirty calendar days, either party may initiate mediation. The mediation shall be conducted in Kunming, Yunnan Province, China, in the English or Chinese language, by a mediator mutually agreed upon by the parties. Each party shall bear its own costs of mediation, and the parties shall share equally the fees and expenses of the mediator.

If mediation does not resolve the dispute within sixty calendar days of its initiation, either party may pursue any remedies available at law or in equity, subject to the governing law and jurisdiction provisions set forth in section eleven of these terms. This dispute resolution procedure does not preclude either party from seeking interim or emergency injunctive relief from a court of competent jurisdiction.

Disclaimer of Warranties

The SunDew website and all information, content, materials, products, and services included on or otherwise made available to you through the website are provided on an as-is and as-available basis, without any warranties of any kind, either express or implied.

To the fullest extent permitted by applicable law, SunDew expressly disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. SunDew does not warrant that the website will be uninterrupted, timely, secure, or error-free, that defects will be corrected, or that the website or the server that makes it available are free of viruses or other harmful components.

SunDew makes no representations or warranties regarding the accuracy, completeness, reliability, or currency of any content on the website. Any reliance you place on such information is strictly at your own risk. SunDew disclaims any and all liability for any loss, damage, or injury based on information directly or indirectly obtained through the website.

Professional services provided by SunDew are subject to the warranties, if any, expressly set forth in the applicable service agreement. No statement, whether oral or written, by any SunDew representative shall create any warranty not expressly stated in these terms or the governing service agreement.

Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms of Service, other than for payment obligations, to the extent such failure or delay is caused by circumstances beyond the party reasonable control, including but not limited to acts of God, natural disasters, epidemics, pandemics, war, terrorism, civil unrest, government action, labor disputes, failure of utilities or telecommunications networks, or any other event that could not reasonably have been foreseen or prevented.

The party affected by a force majeure event shall notify the other party promptly and shall use commercially reasonable efforts to resume performance as soon as practicable. If the force majeure event continues for more than thirty calendar days, either party may terminate the affected service engagement upon written notice without liability.

General Provisions

These Terms of Service, together with our Privacy Policy and any applicable service agreement or statement of work, constitute the entire agreement between you and SunDew concerning your use of the website and our services, superseding all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral.

Severability

If any provision of these Terms of Service 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 to the greatest extent permitted by law, and the remaining provisions shall continue in full force and effect.

Waiver

No waiver of any term or condition set forth in these Terms of Service 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 SunDew to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.

Assignment

You may not assign or transfer any of your rights or obligations under these Terms of Service without the prior written consent of SunDew. SunDew may assign or transfer its rights and obligations under these terms, in whole or in part, without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

Relationship of the Parties

Nothing in these Terms of Service shall be construed as creating a partnership, joint venture, agency, or employment relationship between you and SunDew. SunDew is an independent contractor in the performance of its services.

Contact Information

If you have questions, concerns, or feedback regarding these Terms of Service, or if you need to provide legal notices to SunDew, please contact us through any of the following channels.

Email: connect@sundew.lol
Telephone: +1 (513) 840-0825
Postal Address:
Kunming JingYangLu Trading Co., Ltd.
Attn: Legal Department
Attach 1-PL, No. 90 Xinxing Road
Donghua Street, Panlong District
Kunming, Yunnan, 650000
China (CN)

We aim to acknowledge all legal inquiries within three business days and to provide a substantive response within fifteen business days. Formal legal notices must be delivered in writing to the postal address above with a copy sent via email for prompt attention.