Terms of Service

Definitions

For the purposes of these Terms of Service, the following words and phrases shall carry the meanings specified below. Capitalized terms not defined in this section shall have the meanings assigned to them elsewhere in this document:

• Gracefuls refers to the computer systems design and related services practice developed by Gracefuls and operated under Suizhou RongJie Culture and Media Co., Ltd., including its website, digital presence, and all professional services offered under the Gracefuls name.
• Services refers to all computer systems design, architecture planning, network infrastructure design, cloud engineering, cybersecurity consulting, IT infrastructure consulting, systems integration, digital transformation, and any other professional services offered by Gracefuls, whether described on our website or defined in a separate written agreement.
• Website refers to the Gracefuls website accessible at https://www.graceful.lat, including all subpages, subdomains, and any successor domains.
• User, you, and your refer to any individual or entity that accesses the Website or engages the Services.
• Content means all text, images, graphics, designs, information, data, software, code, and any other material displayed on or made available through the Website.
• Client refers to any User who has entered into a specific engagement agreement with Gracefuls for the provision of Services.
• Agreement refers collectively to these Terms of Service, our Privacy Policy, and any separate written contract entered into between Gracefuls and a Client for specific Services.

Headings and section titles in these Terms are for convenience only and shall not affect the interpretation or construction of any provision.

Description of Services

Gracefuls provides professional computer systems design and related services to businesses, organizations, and government entities. Our scope of practice includes, but is not limited to, systems architecture design, network infrastructure planning and implementation, cloud engineering and migration strategy, cybersecurity architecture development, IT infrastructure consulting, systems integration, and digital transformation advisory services.

The descriptions of Services provided on our Website are for informational purposes and do not constitute a binding offer to perform any specific service in any particular jurisdiction. All Services are subject to a separate written agreement between Gracefuls and the Client, which will define the specific scope, deliverables, timeline, fees, and other material terms of the engagement.

We reserve the right to modify, suspend, or discontinue any aspect of our Services, including the content and features available on our Website, at any time without prior notice. We shall not be liable to you or any third party for any such modification, suspension, or discontinuation, except where a binding Client agreement provides otherwise.

The Services are provided on an as-available basis. While we strive to maintain continuous website availability and responsive service delivery, we do not guarantee that our Website will be accessible at all times or that our Services will be available without interruption for any specific period.

User Obligations and Conduct

By using our Website or engaging our Services, you agree to the following obligations and standards of conduct:

• Accurate information: You agree to provide accurate, current, and complete information when submitting inquiries, creating accounts (where applicable), or entering into service agreements with Gracefuls. You are responsible for maintaining and updating your information to keep it accurate and complete.
• Lawful use: You shall use the Website and Services only for lawful purposes and in compliance with all applicable laws, regulations, and industry standards. You shall not use the Website or Services for any illegal, fraudulent, or unauthorized purpose.
• Prohibited activities: You shall not engage in any activity that interferes with or disrupts the Website or the servers and networks connected to it. This includes transmitting malware, viruses, or any other harmful code; attempting to gain unauthorized access to any system or network; engaging in any form of automated data collection without our express written permission; or impersonating any person or entity.
• Respect for intellectual property: You shall respect all intellectual property rights associated with the Website, its Content, and the Services. You shall not reproduce, distribute, modify, create derivative works from, publicly display, or exploit any Content without the prior written consent of Gracefuls or the applicable rights holder.
• Security cooperation: You shall not attempt to bypass, disable, or circumvent any security features or access controls implemented on the Website.

Violation of any of these obligations may result in the immediate termination of your access to the Website and, where applicable, the termination of any Service agreement, without prejudice to any other remedies available to Gracefuls at law or in equity.

Intellectual Property Rights

All Content appearing on the Gracefuls Website — including but not limited to text, articles, descriptions, graphics, logos, icons, images, audio clips, video clips, data compilations, page layout, underlying code, software, and the overall design and look and feel of the Website — is the exclusive property of Suizhou RongJie Culture and Media Co., Ltd., or its content suppliers and is protected by applicable copyright, trademark, and other intellectual property laws.

The Gracefuls name, the Gracefuls logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Suizhou RongJie Culture and Media Co., Ltd. or its affiliates. You must not use such marks without the prior written permission of the company. All other names, logos, product and service names, designs, and slogans on the Website are the trademarks of their respective owners.

You are granted a limited, non-exclusive, non-transferable, and revocable license to access and view the Content on our Website solely for your personal, non-commercial use in connection with evaluating and engaging our Services. This license does not include any right to: download (other than page caching) or modify the Website or any portion of it; use the Website or Content for any commercial purpose or public display; remove any copyright or other proprietary notices from Content; or transfer the Content to another person or mirror the Content on any other server.

For Clients who engage our Services under a separate written agreement, the intellectual property rights in deliverables, designs, documentation, and work product created by Gracefuls shall be governed by the terms of that agreement. Typically, upon full payment for the Services, Clients receive a perpetual, non-exclusive license to use the deliverables for their internal business purposes.

User-Generated Content

Our Website allows you to submit information through contact forms, inquiry submissions, and other interactive features. Any information, content, or materials that you voluntarily submit through these channels are referred to as User Content. By submitting User Content, you grant Gracefuls a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, and sublicensable license to use, reproduce, modify, adapt, publish, translate, and distribute such User Content solely for the purpose of responding to your inquiry, providing the requested Services, and improving our operations.

You represent and warrant that: you own or control all rights in and to the User Content you submit; the User Content is accurate and not misleading; and the use of the User Content as contemplated by these Terms does not violate any applicable law or the rights of any third party, including intellectual property rights, privacy rights, and publicity rights.

We do not claim ownership of any User Content you submit. However, you acknowledge that any User Content you provide is non-confidential and non-proprietary, except to the extent that a separate confidentiality or non-disclosure agreement has been executed between you and Gracefuls. We reserve the right, but not the obligation, to review, monitor, or remove User Content at our discretion.

Third-Party Services and Links

The Website may contain links to third-party websites, applications, or services that are not owned, operated, or controlled by Gracefuls. These links are provided solely for your convenience and do not constitute an endorsement, sponsorship, or recommendation by Gracefuls of the content, products, services, or practices of those third parties.

Gracefuls has no control over, and assumes no responsibility for, the content, privacy policies, terms of service, or practices of any third-party websites or services. You acknowledge and agree that Gracefuls shall not be responsible or liable, directly or indirectly, for any damage, loss, or harm caused or alleged to be caused by or in connection with your use of or reliance on any such third-party content, goods, or services available on or through any such websites or services.

We strongly encourage you to read the terms and conditions and privacy policies of any third-party website or service that you visit. Your interactions with third-party organizations and individuals found on or through the Website, including payment and delivery of goods or services, are solely between you and those third parties.

If you choose to integrate, connect, or otherwise use third-party services in connection with our Services, you are responsible for ensuring that your use complies with the third partys applicable terms and policies. Gracefuls makes no representations regarding the compatibility, security, or performance of third-party integrations.

Disclaimer of Warranties

To the fullest extent permitted by applicable law, the Gracefuls Website and all Content, materials, information, products, and Services provided through or in connection with the Website are furnished on an as-is and as-available basis, without any warranties of any kind, either express or implied. Gracefuls and its affiliates, officers, directors, employees, agents, and licensors expressly disclaim all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

Gracefuls does not warrant that: the Website will operate error-free, continuously, or without interruption; the Content, including descriptions of Services, is accurate, complete, reliable, current, or error-free; any defects or errors in the Website or Content will be corrected; the Website or the servers that make it available are free of viruses, malware, or other harmful components; or the results that may be obtained from the use of the Website or Services will meet your expectations or requirements.

No advice or information, whether oral or written, obtained by you from Gracefuls or through the Website shall create any warranty not expressly stated in these Terms. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for consequential or incidental damages, so some of the above limitations may not apply to you. In such jurisdictions, our liability shall be limited to the greatest extent permitted by law.

Limitation of Liability

To the fullest extent permitted by applicable law, in no event shall Gracefuls, Suizhou RongJie Culture and Media Co., Ltd., or any of their respective officers, directors, employees, agents, affiliates, successors, or assigns be liable to you or any third party for any indirect, incidental, special, consequential, punitive, or exemplary damages of any kind, including but not limited to: loss of profits, revenue, data, goodwill, or business opportunities; business interruption; personal injury; emotional distress; or damage to computer systems or mobile devices, arising out of or in connection with your use of or inability to use the Website or Services, regardless of the legal theory upon which the claim is based (including contract, tort, negligence, strict liability, or otherwise) and even if Gracefuls has been advised of the possibility of such damages.

In jurisdictions where the exclusion or limitation of liability for consequential or incidental damages is not permitted, the liability of Gracefuls and its affiliates in such jurisdictions shall be limited to the maximum extent permitted by law. In no event shall the aggregate liability of Gracefuls to you for all claims arising out of or relating to these Terms or your use of the Website or Services exceed the greater of: the total amount you have paid to Gracefuls for Services in the twelve months immediately preceding the event giving rise to the claim; or one hundred United States dollars (USD $100.00).

The limitations of liability set forth in this section are fundamental elements of the basis of the bargain between you and Gracefuls. The Website and Services would not be provided without such limitations.

Indemnification

You agree to indemnify, defend, and hold harmless Gracefuls, Suizhou RongJie Culture and Media Co., Ltd., and their respective officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys fees and legal costs) arising out of or relating to:

• Your violation of these Terms of Service or any applicable law, rule, or regulation;
• Your use of the Website or Services, including any User Content you submit or transmit through the Website;
• Your infringement of any third-party right, including intellectual property rights, privacy rights, or publicity rights;
• Any misrepresentation made by you in connection with your use of the Website or engagement of Services;
• Your negligent, fraudulent, or willful misconduct.

Gracefuls reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of such claims. You shall not, in any event, settle any matter subject to this indemnification provision without the prior written consent of Gracefuls.

Termination

These Terms of Service shall remain in full force and effect while you use the Website or are engaged with our Services. Gracefuls reserves the right, in its sole discretion, to suspend or terminate your access to the Website and Services, in whole or in part, at any time, with or without notice, for any reason, including but not limited to: your breach or suspected breach of these Terms; your engagement in any conduct that Gracefuls deems, in its sole discretion, to be harmful to its interests, the interests of other users, or the interests of any third party; or any other reason as Gracefuls may determine.

Upon termination of your access, your right to use the Website and Services shall immediately cease. All provisions of these Terms that, by their nature, should survive termination shall survive, including but not limited to: ownership provisions, warranty disclaimers, indemnification obligations, and limitations of liability.

For Clients with a separate Service agreement, termination of the relationship shall be governed by the termination provisions in that agreement. Termination of these Terms shall not automatically terminate a separate Client agreement, and termination of a Client agreement shall not automatically terminate your obligations under these Terms.

If you wish to terminate your relationship with Gracefuls, you may simply discontinue using the Website. For active Clients, please refer to your engagement agreement for the applicable termination procedures.

Governing Law and Jurisdiction

These Terms of Service and any dispute or claim arising out of or in connection with them, their subject matter, or their formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the People's Republic of China, without giving effect to any choice or conflict of law provision or rule.

Any legal suit, action, or proceeding arising out of or related to these Terms or the Website shall be instituted exclusively in the competent courts located in Suizhou, Hubei Province, China, although Gracefuls retains the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

For international Clients, you acknowledge that Gracefuls operates from China and that these Terms and any Service agreements are entered into with a Chinese legal entity. You agree that the application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from these Terms.

Dispute Resolution

Gracefuls values its relationships with Clients, users, and partners and is committed to resolving disputes in a fair, efficient, and cost-effective manner. Before initiating any formal legal action, we encourage you to contact us directly at contact@graceful.lat to seek an informal resolution. We will make a good-faith effort to address your concerns and reach an amicable resolution within a reasonable timeframe.

If a dispute cannot be resolved through direct negotiation within sixty days after one party provides written notice of the dispute to the other party, either party may initiate formal proceedings. All disputes arising out of or relating to these Terms, the Website, or the Services shall be resolved through binding arbitration administered by a recognized arbitral institution in China, in accordance with its applicable arbitration rules, with the arbitration to be conducted in Suizhou, Hubei Province, China, and conducted in the English language.

The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties, or, if the parties cannot agree, appointed by the administering institution. The arbitrators award shall be final and binding, and judgment on the award may be entered in any court having jurisdiction. Each party shall bear its own costs of arbitration, and the parties shall share equally the fees and expenses of the arbitrator and the administering institution, unless the arbitrator orders otherwise.

Notwithstanding the foregoing, Gracefuls may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or to prevent immediate and irreparable harm.

Modifications to Terms

Gracefuls reserves the right, at its sole discretion, to modify, amend, or replace these Terms of Service at any time. When we make changes that we consider material, we will: post the updated Terms on this page with a revised effective date; provide a notice on our Website homepage for a reasonable period; and, where feasible, send an email notification to Clients with whom we have an active relationship.

It is your responsibility to review these Terms periodically for changes. The most current version of the Terms will always be available on this page. Your continued use of the Website or Services after the effective date of any revised Terms constitutes your acceptance of the modified Terms. If you do not agree to the new Terms, your sole remedy is to discontinue using the Website and, if applicable, terminate any ongoing Service engagement in accordance with the termination provisions of your agreement.

No modification to these Terms proposed by you, whether in a purchase order, acknowledgment form, or otherwise, shall be binding on Gracefuls unless expressly agreed to in writing by an authorized representative of Suizhou RongJie Culture and Media Co., Ltd.