Legal Agreement

Terms of Service

Effective: January 1, 2024 — Last Revised: August 1, 2024

1. Acceptance of Terms

These Terms of Service constitute a legally binding agreement between you, whether personally or on behalf of an entity you represent, and DragonLights, a technology services brand operated by JiuJiang LongGuangShi Trading Co., Ltd., with its registered address at Room 102-8, Building 7, Xiyanglong Resettlement Community, Lianxi District, Jiujiang - 332000, China. Throughout these Terms, the terms we, us, our, and DragonLights refer to JiuJiang LongGuangShi Trading Co., Ltd. and its designated representatives.

By accessing or using our website at www.dragonlight.buzz, engaging our technology consulting, systems design, or software engineering services, or otherwise interacting with any digital property or communication channel owned or operated by DragonLights, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not agree with all provisions contained herein, you must discontinue access and use immediately.

Additional terms, conditions, or policies that we may publish from time to time on our website or in separate written agreements are hereby incorporated by reference. We reserve the right to update these Terms at any time as described in Section 13. Your continued use after any modification constitutes acceptance of the revised Terms.

2. Definitions

For the purposes of these Terms, the following definitions apply:

  • Services means any and all technology consulting, computer systems design, software engineering, infrastructure engineering, data engineering, cybersecurity integration, performance engineering, API design, technology advisory, and related services provided by DragonLights, whether delivered on-site, remotely, or through digital platforms.
  • Client means the individual or legal entity that enters into an agreement with DragonLights for the provision of Services.
  • Deliverables means all tangible and intangible outputs, including but not limited to software code, architecture documents, configuration files, technical reports, design specifications, deployment scripts, and documentation, produced by DragonLights in the course of providing Services.
  • Confidential Information means all non-public information disclosed by one party to the other, whether oral, written, electronic, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
  • Intellectual Property Rights means all current and future intellectual property rights, including but not limited to copyrights, patents, trademarks, trade secrets, moral rights, and any applications or registrations thereof.
  • Engagement Agreement means a separate written contract, statement of work, proposal, or order form that defines the specific scope, deliverables, timeline, fees, and other terms applicable to a particular Services engagement.
  • Website means the internet site located at www.dragonlight.buzz and all subdomains, related pages, and digital assets owned or controlled by DragonLights.
  • User or you means any individual or entity that accesses the Website or interacts with DragonLights regarding its Services.

3. Description of Services

3.1 Scope of Services

DragonLights provides professional technology services in the domain of computer systems design and related activities. Our service offerings encompass but are not limited to: distributed systems architecture design and review, cloud infrastructure engineering, full-stack software development, data engineering pipeline construction, cybersecurity integration and auditing, performance engineering and optimization, API and integration design, and strategic technology consulting.

The specific scope of work for any engagement is defined in a separate Engagement Agreement. No binding obligation to perform Services arises until both parties have executed an Engagement Agreement or an equivalent written instrument. Any pre-engagement discussions, estimates, proposals, or preliminary assessments are for informational purposes only and do not constitute a binding commitment.

3.2 Service Modifications

DragonLights reserves the right to modify, suspend, or discontinue any aspect of its Services, including features, tools, and content, at any time and without prior notice. For active Client engagements, any material modification to the scope or nature of Services shall be mutually agreed upon in writing through a change order or amendment to the applicable Engagement Agreement.

3.3 Third-Party Dependencies

Our Services may involve integration with, deployment to, or reliance upon third-party platforms, services, libraries, or infrastructure. DragonLights is not responsible for the availability, performance, security, or continuity of third-party services, and any issues arising from such dependencies shall be addressed in accordance with the risk allocation provisions in the applicable Engagement Agreement.

3.4 No Guarantee of Specific Outcomes

While DragonLights applies professional skill and diligence to every engagement, technology services inherently involve uncertainty. We do not guarantee specific business outcomes, revenue increases, cost reductions, or other commercial results. Our obligation is to perform the Services in a professional and workmanlike manner consistent with prevailing industry standards.

4. User Obligations and Responsibilities

4.1 Accurate Information

You agree to provide accurate, current, and complete information when using our Website, submitting inquiries, or entering into an Engagement Agreement. You are solely responsible for maintaining the confidentiality of any account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorized use or security breach.

4.2 Lawful Use

You agree to use our Website and Services only for lawful purposes and in compliance with all applicable local, national, and international laws and regulations. You shall not use our Website or Services to transmit any material that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, or otherwise objectionable.

4.3 Prohibited Activities

The following activities are expressly prohibited:

  • Attempting to gain unauthorized access to our systems, servers, or networks
  • Interfering with or disrupting the integrity or performance of our Website or Services
  • Using any automated means such as bots, scrapers, or crawlers to access or extract data without our prior written consent
  • Uploading or transmitting viruses, malware, or any other malicious code
  • Impersonating any person or entity, or falsely representing your affiliation with any person or entity
  • Reverse engineering, decompiling, or disassembling any software provided as part of our Services except as expressly permitted by applicable law
  • Using our Services to build a competitive product or service

4.4 Client Cooperation

For active engagements, the Client shall provide reasonable cooperation, including timely access to relevant personnel, systems, data, and documentation necessary for DragonLights to perform the Services. Delays caused by the Client's failure to cooperate may result in schedule adjustments and additional fees.

4.5 Export Compliance

You represent and warrant that you are not located in, under the control of, or a national or resident of any country subject to comprehensive trade sanctions or embargoes, and that you will not use our Services for any purpose prohibited by applicable export control laws.

5. Intellectual Property Rights

5.1 Website Content

All content on our Website, including but not limited to text, graphics, logos, icons, images, audio clips, video clips, software, and the arrangement and compilation thereof, is the exclusive property of DragonLights or its content suppliers and is protected by applicable copyright, trademark, and other intellectual property laws. No content may be copied, reproduced, distributed, transmitted, displayed, or otherwise exploited without our prior written consent.

5.2 Trademarks

The DragonLights name, the dragonlight.buzz domain, the associated logo, and all related product and service names, design marks, and slogans are trademarks of DragonLights or JiuJiang LongGuangShi Trading Co., Ltd. You may not use any such marks without our prior written permission. All other trademarks appearing on our Website are the property of their respective owners.

5.3 Deliverables and Work Product

Unless otherwise specified in an Engagement Agreement, and subject to full payment of all fees due, DragonLights assigns to the Client all right, title, and interest in and to the Deliverables created specifically for that Client under the engagement. This assignment excludes any pre-existing materials, tools, libraries, frameworks, methodologies, or know-how that DragonLights developed prior to or independently of the engagement. DragonLights retains a perpetual, irrevocable, royalty-free license to use such pre-existing materials and general knowledge acquired during the engagement for any purpose.

5.4 Client Materials

The Client retains all ownership rights in any materials, data, code, documentation, or other content provided to DragonLights in connection with an engagement. The Client grants DragonLights a limited, non-exclusive license to use such materials solely as necessary to perform the Services.

6. Confidentiality

6.1 Confidentiality Obligations

Each party agrees to hold the other party's Confidential Information in strict confidence and not to disclose it to any third party without the disclosing party's prior written consent, except as required by law or as necessary for the performance of Services. The receiving party shall use Confidential Information only for the purpose for which it was disclosed and shall protect it using the same degree of care it uses to protect its own confidential information of similar nature, but in no event less than reasonable care.

6.2 Exclusions

Confidential Information does not include information that: is or becomes publicly available through no breach of these Terms by the receiving party; was rightfully in the receiving party's possession prior to disclosure by the disclosing party; is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or is rightfully obtained by the receiving party from a third party without a duty of confidentiality.

6.3 Compelled Disclosure

If the receiving party is compelled by law, regulation, court order, or governmental authority to disclose Confidential Information, it shall, to the extent legally permissible, provide the disclosing party with prompt notice so that the disclosing party may seek a protective order or other appropriate remedy.

6.4 Duration

Confidentiality obligations survive the termination of these Terms and any Engagement Agreement for a period of five years from the date of disclosure, or indefinitely for information that constitutes a trade secret under applicable law.

7. Payment Terms

7.1 Fees and Expenses

Fees for Services shall be as set forth in the applicable Engagement Agreement. Unless otherwise stated, all fees are exclusive of applicable taxes, duties, and governmental assessments. The Client is responsible for all sales, use, value-added, and similar taxes associated with the Services. DragonLights may invoice the Client for reasonable out-of-pocket expenses incurred in connection with the Services, subject to prior approval as specified in the Engagement Agreement.

7.2 Invoicing and Payment

Invoices shall be issued according to the schedule in the Engagement Agreement, typically upon achievement of milestones, on a monthly basis, or upon completion of defined phases. Payment is due within the period specified on the invoice, generally thirty (30) days from the invoice date. Late payments shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower.

7.3 Suspension for Non-Payment

If any invoice remains unpaid beyond its due date, DragonLights reserves the right to suspend all Services until the outstanding balance is paid in full. Suspension of Services shall not relieve the Client of its payment obligations, and no refund or credit shall be provided for the period of suspension.

7.4 Currency

Unless otherwise specified, all fees are denominated and payable in United States Dollars (USD). Any currency conversion costs, bank transfer fees, or other charges associated with payment shall be borne by the Client.

8. Limitation of Liability

8.1 Disclaimer of Warranties

To the fullest extent permitted by applicable law, the Website and all Services are provided on an as-is and as-available basis, without warranties of any kind, either express or implied. DragonLights expressly disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade. DragonLights does not warrant that the Website will be uninterrupted, error-free, secure, or free of viruses or other harmful components.

8.2 Cap on Liability

To the maximum extent permitted by law, in no event shall DragonLights, JiuJiang LongGuangShi Trading Co., Ltd., or their respective officers, directors, employees, agents, or contractors be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunity, or business interruption, arising out of or in connection with these Terms, the Services, or the Website, regardless of the theory of liability, even if advised of the possibility of such damages.

8.3 Aggregate Liability

The total aggregate liability of DragonLights and its affiliates for any and all claims arising out of or relating to these Terms, the Services, or any Engagement Agreement shall not exceed the total fees actually paid by the Client to DragonLights during the twelve (12) months immediately preceding the event giving rise to the claim. The limitations of liability in this section shall apply regardless of the form of action, whether in contract, tort, strict liability, or otherwise.

8.4 Exceptions

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain types of damages. In such jurisdictions, the liability of DragonLights shall be limited to the fullest extent permitted by law. Nothing in these Terms shall limit or exclude liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded under applicable law.

9. Indemnification

9.1 Client Indemnity

You agree to defend, indemnify, and hold harmless DragonLights, JiuJiang LongGuangShi Trading Co., Ltd., and their respective officers, directors, employees, agents, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses, including reasonable legal fees, arising out of or related to: your use of the Website or Services; your breach of these Terms; your violation of any applicable law or third-party right; or any content, materials, or data you provide through the Website or in connection with the Services.

9.2 Infringement Indemnity

DragonLights shall defend, indemnify, and hold harmless the Client against any third-party claim that the Deliverables, when used as intended, infringe any copyright, trademark, or trade secret of that third party, provided that the Client gives prompt written notice of the claim, grants DragonLights sole control of the defense and settlement, and provides reasonable cooperation at DragonLights expense. This indemnity does not apply to infringement arising from Client modifications, combination with non-DragonLights products, or use in a manner inconsistent with specifications.

9.3 Procedure

The indemnified party shall promptly notify the indemnifying party of any claim for which indemnification is sought and shall cooperate fully with the indemnifying party in the defense and settlement of such claim. The indemnifying party shall not settle any claim in a manner that admits fault or imposes any obligation on the indemnified party without the indemnified party's prior written consent.

10. Termination

10.1 Termination of Website Access

DragonLights reserves the right, in its sole discretion, to terminate or suspend your access to the Website, without prior notice or liability, for any reason, including but not limited to breach of these Terms. All provisions of these Terms that by their nature should survive termination shall survive, including but not limited to Sections 5 (Intellectual Property), 6 (Confidentiality), 8 (Limitation of Liability), 9 (Indemnification), and 11 (Dispute Resolution).

10.2 Termination of Services Engagements

Either party may terminate an Engagement Agreement in accordance with the termination provisions specified therein. In the absence of specific termination provisions, either party may terminate for convenience upon thirty (30) days written notice, or immediately for cause if the other party materially breaches the Engagement Agreement and fails to cure such breach within fifteen (15) days of receiving written notice describing the breach.

10.3 Effect of Termination

Upon termination of a Services engagement, the Client shall pay DragonLights for all Services performed and expenses incurred through the effective date of termination. DragonLights shall deliver all completed or in-progress Deliverables for which payment has been received. Each party shall return or destroy all Confidential Information of the other party, subject to standard archival and compliance requirements.

10.4 No Refund

Unless otherwise expressly provided in the Engagement Agreement, all fees paid prior to termination are non-refundable. Prepaid fees for Services not yet performed shall be refunded on a pro-rata basis, less any non-cancellable commitments incurred by DragonLights in reliance on the engagement.

11. Dispute Resolution

11.1 Informal Resolution

Before initiating any formal legal proceedings, the parties agree to attempt in good faith to resolve any dispute arising out of or relating to these Terms through informal negotiation. The party raising the dispute shall provide written notice describing the nature of the dispute and the desired resolution. Both parties shall designate a representative with decision-making authority to meet and confer within fourteen (14) days of such notice.

11.2 Mediation

If the dispute is not resolved through informal negotiation within thirty (30) days, either party may refer the matter to mediation. The mediation shall be conducted in English, and the parties shall share equally the costs of the mediator and the mediation process. Participation in mediation is a precondition to the commencement of arbitration or litigation.

11.3 Arbitration

Any dispute not resolved through negotiation or mediation shall be finally settled by binding arbitration administered in accordance with the rules of a mutually agreed arbitration institution. The arbitration shall be conducted in English by a single arbitrator. The seat of arbitration shall be mutually agreed, or failing agreement, shall be in Hong Kong SAR. The arbitral award shall be final and binding, and judgment upon the award may be entered in any court having jurisdiction.

11.4 Exceptions

Nothing in this section shall prevent either party from seeking injunctive or equitable relief from a court of competent jurisdiction to prevent irreparable harm, including but not limited to infringement or misappropriation of intellectual property rights or breach of confidentiality obligations. The parties agree that such relief may be sought without the need to post bond.

11.5 Class Action Waiver

To the fullest extent permitted by law, all claims must be brought on an individual basis only and not as a plaintiff or class member in any purported class action, collective action, or representative proceeding. The arbitrator may not consolidate claims of more than one person or entity.

12. Governing Law and Jurisdiction

These Terms and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of the People's Republic of China, without giving effect to any conflict of law principles that would result in the application of the laws of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

Subject to the dispute resolution provisions in Section 11, the parties submit to the exclusive jurisdiction of the courts located in Jiujiang, Jiangxi Province, China, for the resolution of any disputes that are not subject to arbitration. Notwithstanding the foregoing, DragonLights may seek injunctive relief in any court of competent jurisdiction.

If any provision of these Terms is found to be invalid or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be severed and the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be replaced by a valid provision that most closely approximates the economic intent and purpose of the original provision.

13. Modifications to These Terms

DragonLights reserves the right to modify or replace these Terms at any time at its sole discretion. When we make material changes, we will update the Last Revised date at the top of this page and provide reasonable notice, which may include posting a notice on our Website, sending an email to registered users, or other methods reasonably calculated to reach affected parties.

For active Clients under an Engagement Agreement, material changes to these Terms shall not apply retroactively to existing engagements unless both parties agree in writing. New engagements entered into after the effective date of modified Terms shall be governed by the then-current version.

It is your responsibility to review these Terms periodically for changes. Your continued use of the Website or Services after any modification constitutes acceptance of the modified Terms. If you do not agree with the modified Terms, you must cease using the Website and Services.

14. Contact Information

For questions, concerns, or notices regarding these Terms of Service, please contact us through any of the following channels. We aim to respond to all substantive inquiries within two business days.

DragonLights Legal Contact

Operated by: JiuJiang LongGuangShi Trading Co., Ltd.

Address: Room 102-8, Building 7, Xiyanglong Resettlement Community, Lianxi District, Jiujiang - 332000, China

Email: care@dragonlight.buzz

Phone: +1 (531) 365-8527

Website: www.dragonlight.buzz

All legal notices required under these Terms shall be delivered in English by email (with confirmation of receipt) or by internationally recognized courier service to the addresses specified above. Notices shall be deemed effective upon confirmed delivery.