1. Introduction
These Terms of Service constitute a legally binding agreement between you, whether personally or on behalf of an entity, and Zhou Zhou, located at Ningjiang District Boxue Road, Songyuan — 131000, China (CN). By accessing or using our website at www.zhouzhou.lat, engaging our computer systems design services, or otherwise interacting with our business, you agree to be bound by these terms in their entirety.
These terms apply to all visitors, users, clients, and others who access or use our services. If you do not agree with any part of these terms, you must not access our website or use any of our services. We reserve the right to modify these terms at any time, and such modifications shall be effective immediately upon posting. Your continued use of our services after any changes constitutes acceptance of the modified terms.
2. Acceptance of Terms
By accessing our website, submitting an inquiry, signing a service agreement, or using any of our computer systems design services, you represent and warrant that you have read, understood, and agree to be bound by these Terms of Service. You further represent that you are at least eighteen years of age and have the legal capacity to enter into this agreement.
If you are using our services on behalf of an organization or legal entity, you represent and warrant that you have the authority to bind that entity to these terms. In such cases, the terms you and your refer to the organization or entity on whose behalf you are acting.
We recommend that you print or save a copy of these terms for your records. These terms, together with our Privacy Policy and any service-specific agreements you enter into with us, constitute the entire agreement between you and Zhou Zhou regarding the use of our services.
3. Description of Services
Zhou Zhou provides professional computer systems design services, including but not limited to systems architecture design, infrastructure integration, performance optimization, cloud-native transformation, security architecture, and system health monitoring. The specific scope of services to be provided will be defined in a separate service agreement, statement of work, or project proposal agreed upon by both parties.
We reserve the right to modify, suspend, or discontinue any aspect of our services at any time. This includes the right to update our service offerings, methodologies, and technical approaches. We will make reasonable efforts to notify active clients of any significant changes that may affect ongoing engagements.
Unless explicitly agreed otherwise in writing, all services are provided on a non-exclusive basis, and we retain the right to provide similar services to other clients, including those in your industry or market segment, provided we maintain appropriate confidentiality measures.
4. Eligibility
Our services are intended solely for users who are eighteen years of age or older. By using our services, you represent and warrant that you meet this age requirement. We do not knowingly provide services to individuals under the age of eighteen.
You further represent that you are not located in a country subject to a government embargo or that has been designated by any applicable government as a terrorist-supporting country, and that you are not listed on any government list of prohibited or restricted parties.
5. User Obligations and Conduct
In using our services and website, you agree to provide accurate, current, and complete information as prompted by any forms or inquiry processes. You are responsible for maintaining the confidentiality of any login credentials or access mechanisms we may provide, and you agree to accept responsibility for all activities that occur under your account or through your authorized access.
You agree not to use our services for any unlawful purpose or in violation of any applicable local, state, national, or international law. You will not attempt to gain unauthorized access to our systems, interfere with the proper functioning of our services, or circumvent any security measures we have implemented. You will not upload or transmit any malicious code, viruses, or harmful components through our website or communication channels.
You agree to cooperate with us in good faith throughout the duration of any service engagement. This includes providing timely access to relevant systems, data, and personnel necessary for us to perform the agreed-upon services. Delays or failures caused by your failure to provide such cooperation may impact project timelines and may result in additional charges.
6. Intellectual Property Rights
6.1 Our Intellectual Property
All content, design elements, code, methodologies, tools, frameworks, documentation, and materials made available through our website and services are the exclusive property of Zhou Zhou and are protected by applicable intellectual property laws, including copyright, trademark, and trade secret laws. You may not reproduce, distribute, modify, create derivative works of, publicly display, or otherwise exploit our intellectual property without our prior written consent.
6.2 Deliverables and Work Product
Unless otherwise specified in a written agreement, upon full payment for services rendered, we grant you a non-exclusive, non-transferable, perpetual license to use the deliverables and work products created specifically for you in connection with the services. This license is limited to your internal business purposes and does not include the right to resell, sublicense, or commercially distribute the deliverables to third parties.
6.3 Client Materials
You retain all ownership rights in any materials, data, or intellectual property you provide to us in connection with the services. You grant us a limited, non-exclusive license to use such materials solely for the purpose of performing the agreed-upon services. You represent and warrant that you have all necessary rights to provide such materials and that our use of them in accordance with this agreement will not infringe any third-party rights.
7. Payment and Fees
Fees for our computer systems design services will be set forth in individual service agreements, proposals, or statements of work. Unless otherwise specified, all fees are quoted in United States Dollars (USD) and are exclusive of applicable taxes, which shall be your responsibility. Payment terms, including any required deposits, milestone payments, and final payment schedules, will be detailed in the applicable service agreement.
Invoices are due and payable within the period specified on the invoice, typically thirty days from the invoice date. Late payments may be subject to interest charges at the rate of one and one-half percent per month, or the maximum rate permitted by applicable law, whichever is lower. We reserve the right to suspend services if payment is not received within the specified timeframe.
You are responsible for all reasonable costs and expenses we incur in collecting any overdue amounts, including legal fees and collection agency costs. All amounts paid are non-refundable unless otherwise specified in the applicable service agreement.
8. Limitation of Liability
To the maximum extent permitted by applicable law, Zhou Zhou and its officers, employees, contractors, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, loss of business, business interruption, or cost of procurement of substitute services, arising out of or relating to these terms or the use of our services, whether based on warranty, contract, tort, or any other legal theory, even if we have been advised of the possibility of such damages.
Our total aggregate liability for any claims arising out of or relating to these terms or our services shall not exceed the total amount of fees actually paid by you to Zhou Zhou during the twelve-month period immediately preceding the event giving rise to the claim. This limitation applies regardless of the form of action and will survive any failure of essential purpose of any limited remedy.
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations may not apply to you. In such jurisdictions, our liability shall be limited to the fullest extent permitted by law.
9. Disclaimer of Warranties
Our services and 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, Zhou Zhou 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.
We do not warrant that our services will meet your specific requirements, that they will be uninterrupted, timely, secure, or error-free, or that any defects or errors will be corrected. We make no warranties regarding the accuracy, reliability, completeness, or timeliness of any information provided through our services.
Any reliance you place on our services or information provided through our website is strictly at your own risk. We shall not be responsible for any decisions you make based on the information or recommendations we provide. You acknowledge that technology systems inherently involve risk, and we do not guarantee any specific outcomes or results from our services.
10. Indemnification
You agree to indemnify, defend, and hold harmless Zhou Zhou and its officers, directors, employees, contractors, and agents from and against any and all claims, damages, liabilities, losses, costs, and expenses, including reasonable legal fees, arising out of or in any way connected with your use of our services or website, your violation of these Terms of Service, your infringement of any third-party rights, or your negligent or wrongful conduct.
We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In such event, you agree to cooperate with our defense of such claim. You shall not settle any claim that imposes any obligations or liability on Zhou Zhou without our prior written consent.
11. Termination
We may terminate or suspend your access to our services immediately, without prior notice or liability, for any reason, including but not limited to your breach of these Terms of Service. Upon termination, your right to use our services will cease immediately. All provisions of these terms which by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnification, and limitations of liability.
You may terminate your relationship with Zhou Zhou at any time by ceasing to use our services and providing written notice to us. Termination does not relieve you of any obligation to pay fees for services already rendered or expenses already incurred. Any prepaid fees for services not yet rendered as of the termination date will be handled in accordance with the applicable service agreement.
Upon termination, each party shall return or destroy, at the other party's request, all confidential information belonging to the other party. We shall deliver to you all work product for which you have fully paid, in the format reasonably requested.
12. 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 shall be governed by and construed in accordance with the laws of the People's Republic of China, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these terms.
Any legal action, suit, or proceeding arising out of or relating to these terms shall be instituted exclusively in the competent courts located in Songyuan, Jilin Province, China. You irrevocably submit to the exclusive jurisdiction of such courts and waive any objection to venue or forum non conveniens. You agree that any claim or cause of action arising out of or relating to these terms must be filed within one year after the cause of action arose, or be permanently barred.
If you access our services from outside China, you are responsible for compliance with local laws, to the extent applicable. You agree that you will not use our services in any country or manner prohibited by applicable laws, rules, or regulations.
13. Dispute Resolution
Before initiating any formal legal proceedings, you agree to first attempt to resolve any dispute informally by contacting us at direct@zhouzhou.lat. Both parties agree to engage in good-faith negotiations for a period of at least thirty days from the date the dispute is first raised. If the dispute cannot be resolved through informal negotiations, either party may pursue resolution through the courts as specified in Section 12.
For disputes involving amounts less than fifty thousand United States Dollars, the parties agree to submit to binding arbitration administered by a mutually agreed-upon arbitration body in Songyuan, China. The arbitration shall be conducted in the English language by a single arbitrator. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court having jurisdiction.
All negotiations and arbitration proceedings conducted pursuant to this section shall be treated as confidential. Neither party shall disclose the existence, content, or results of such proceedings except as may be required by law or as necessary to enforce any resulting award or judgment.
14. Modifications to Terms
We reserve the right, at our sole discretion, to modify or replace these Terms of Service at any time. When we make material changes, we will update the Last Updated date at the top of this page and make reasonable efforts to provide additional notice, such as through our website or via email to active clients. The updated terms will be effective immediately upon posting for new users and thirty days after notice for existing users.
It is your responsibility to review these terms periodically for changes. Your continued use of our services following the posting of any changes constitutes your acceptance of the revised terms. If you do not agree to the modified terms, you must discontinue your use of our services and terminate any ongoing engagements in accordance with Section 11.
No modification or amendment to these terms by you shall be effective unless made in writing and signed by an authorized representative of Zhou Zhou. Our failure to enforce any right or provision of these terms shall not constitute a waiver of such right or provision.
15. Severability
If any provision of these Terms of Service is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original intent of the parties. If such 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 in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The application of any provision to any person or circumstance shall not be affected by its inapplicability to any other person or circumstance.
16. Entire Agreement
These Terms of Service, together with our Privacy Policy and any separately executed service agreements or statements of work, constitute the entire agreement between you and Zhou Zhou concerning the subject matter hereof and supersede all prior or contemporaneous agreements, representations, warranties, and understandings, whether written or oral, relating to such subject matter.
No course of dealing, course of performance, or usage of trade shall be used to modify, supplement, or explain any term of this agreement. Any ambiguity in these terms shall not be construed against the drafting party. The section headings used in these terms are for convenience only and shall not affect the interpretation of any provision.
17. Force Majeure
Neither party shall be liable for any failure or delay in performance under these terms, other than payment obligations, to the extent caused by circumstances beyond that party's reasonable control, including but not limited to acts of God, natural disasters, fire, flood, earthquake, pandemic, epidemic, war, terrorism, civil unrest, labor disputes, utility failures, internet or telecommunications outages, government actions, or any other event that could not have been reasonably foreseen or prevented.
The affected party shall promptly notify the other party of the nature and expected duration of the force majeure event and shall use commercially reasonable efforts to mitigate its effects and resume performance as soon as practicable. If the force majeure event continues for more than thirty days, either party may terminate the affected services without liability upon written notice to the other party.
18. Contact Information
For any questions, concerns, or legal notices regarding these Terms of Service, please contact us using the following details. We are committed to maintaining transparent communication regarding our terms and your rights under them.
Zhou Zhou
Ningjiang District Boxue Road
Songyuan — 131000
China (CN)
Email: direct@zhouzhou.lat
Phone: +1 (567) 458-1460
Website: www.zhouzhou.lat
Legal notices must be delivered in writing to the physical address above and shall be deemed effective upon receipt. We may send notices to you via email or through our website, and such notices shall be deemed effective upon sending, provided no delivery failure message is received.