Terms of Service

These Terms of Service (the Terms) constitute a legally binding agreement between you (whether as an individual visitor, a corporate entity, or an authorized representative thereof) and Lingshui PurpleWing Network Technology Co., Ltd., a company organized under the laws of the Peoples Republic of China with its registered office at No. 164, Wenhua South 1st Cross Road, Yelin Town, Lingshui Li Autonomous County, Haikou City, Hainan Province, 570000, China (referred to herein as PurpleWing, we, us, or our).

By accessing or using the website located at purplewing.autos (the Site), engaging our computer systems design and related consulting services (the Services), or otherwise interacting with us in a commercial capacity, you agree to be bound by these Terms. If you do not agree to all of the terms and conditions set forth below, you must not access the Site or use the Services.

We reserve the right to modify these Terms at any time at our sole discretion. Changes become effective immediately upon posting to the Site. Your continued use of the Site or Services after any such modifications constitutes your acceptance of the revised Terms. It is your responsibility to review these Terms periodically.

1. Definitions

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

• Client means any individual or entity that has entered into a written services agreement or statement of work with PurpleWing for the provision of Services.
• Confidential Information means all non-public information disclosed by one party to the other in connection with the Services, whether in written, oral, electronic, or other form, including but not limited to technical specifications, business plans, client data, pricing information, and proprietary methodologies.
• Deliverables means the tangible and intangible outputs produced by PurpleWing in the course of performing the Services, including but not limited to system architecture diagrams, design specifications, technical documentation, source code (where applicable), configuration files, test reports, and training materials.
• Intellectual Property Rights means all copyrights, patents, trademarks, trade secrets, design rights, database rights, and any other proprietary rights recognized under applicable law.
• Statement of Work or SOW means a written document executed by both parties that describes the specific scope, deliverables, timeline, fees, and other terms applicable to a particular Services engagement.

2. Site Use and Access

2.1 Eligibility

By using the Site, you represent and warrant that you are at least 18 years of age and possess the legal capacity to enter into a binding agreement. If you are using the Site on behalf of a corporation or other legal entity, you represent that you have the authority to bind such entity to these Terms.

2.2 Permitted Use

You are granted a limited, non-exclusive, non-transferable, and revocable license to access and use the Site for the purpose of evaluating and engaging our Services. You agree not to:

• Use the Site in any manner that violates applicable local, national, or international law or regulation.
• Attempt to gain unauthorized access to any portion of the Site, the server on which the Site is hosted, or any other systems or networks connected to the Site.
• Use any automated means, including robots, spiders, scrapers, or data mining tools, to access, monitor, or copy any content or information from the Site without our express written consent.
• Introduce any viruses, malware, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to interfere with the proper working of the Site, including through denial-of-service attacks, distributed denial-of-service attacks, or any other means of overloading or disrupting our infrastructure.
• Reproduce, duplicate, copy, sell, resell, or exploit any portion of the Site or its contents for any commercial purpose not expressly authorized by us.

2.3 Account Security

If you create an account or are provided with credentials to access any client portal or project management system we operate, you are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security.

3. Services Engagement

3.1 Scope of Services

PurpleWing provides computer systems design, integrated systems engineering, network architecture planning, cybersecurity consulting, cloud platform engineering, embedded systems design, data systems architecture, and related technical consulting services. The specific scope, deliverables, timeline, and fees for any engagement shall be defined in a mutually executed Statement of Work or services agreement.

3.2 Proposals and Estimates

Any preliminary estimates, ballpark figures, or indicative pricing provided before the execution of a formal SOW are for discussion purposes only and do not constitute a binding offer. A binding agreement is formed only upon the mutual execution of a written SOW or services agreement by authorized representatives of both parties.

3.3 Client Obligations

The Client agrees to:

• Provide timely access to relevant personnel, systems, documentation, and facilities reasonably required for PurpleWing to perform the Services.
• Furnish accurate and complete information regarding the Clients existing technical environment, operational requirements, and business constraints.
• Review and respond to deliverables, inquiries, and requests for decisions within the timeframes specified in the applicable SOW.
• Maintain appropriate backups of all Client data and systems before and during the provision of Services.
• Designate a project liaison with sufficient authority to make binding decisions on behalf of the Client regarding the Services engagement.

3.4 Change Orders

Either party may propose changes to the scope, deliverables, or timeline of an active engagement. Any material change must be documented in a written change order signed by both parties, which shall specify the impact on fees, schedule, and deliverables. PurpleWing shall not be obligated to perform work outside the scope defined in the applicable SOW absent an executed change order.

4. Fees, Invoicing, and Payment

4.1 Fee Structure

Fees for Services shall be as set forth in the applicable SOW and may be structured as fixed-price, time-and-materials, milestone-based, retainer, or any combination thereof. Unless otherwise stated, all fees are exclusive of applicable taxes, duties, and levies, which shall be the responsibility of the Client.

4.2 Expenses

The Client shall reimburse PurpleWing for reasonable out-of-pocket expenses incurred in the performance of Services, including but not limited to travel, accommodation, shipping, software licenses, hardware procurement (where authorized), and third-party service fees. Expense reimbursement terms shall be specified in the applicable SOW.

4.3 Invoicing and Payment Terms

Invoices shall be issued in accordance with the schedule defined in the SOW. Unless otherwise specified, payment is due within thirty calendar days of the invoice date. Late payments shall accrue interest at the lesser of one and one-half percent per month or the maximum rate permitted by applicable law. PurpleWing reserves the right to suspend Services if any undisputed invoice remains unpaid more than forty-five days past its due date.

4.4 Taxes

The Client is responsible for all applicable sales, use, value-added, goods and services, withholding, and similar taxes arising from the Services engagement, excluding taxes based on PurpleWings net income. If the Client is required to withhold any tax from payments to PurpleWing, the Client shall gross up the payment so that PurpleWing receives the full invoiced amount net of such withholding.

5. Intellectual Property

5.1 Pre-Existing IP

Each party retains all right, title, and interest in and to its pre-existing Intellectual Property Rights. Any materials, tools, libraries, frameworks, methodologies, or know-how that PurpleWing owned or developed before or independently of the engagement (PurpleWing Background IP) shall remain the exclusive property of PurpleWing, and no license or right therein is granted to the Client except as expressly provided in the applicable SOW.

5.2 Deliverables

Unless otherwise specified in the applicable SOW, upon full payment of all fees due for the relevant Services, PurpleWing grants the Client a perpetual, non-exclusive, non-transferable, worldwide license to use the Deliverables for the Clients internal business purposes. PurpleWing retains ownership of all Deliverables, including any PurpleWing Background IP embedded therein.

5.3 Client Materials

The Client grants PurpleWing a limited, non-exclusive license to use Client-provided materials, data, systems, and documentation solely to the extent necessary for the performance of the Services. The Client represents and warrants that it has all necessary rights to provide such materials to PurpleWing and that their use in the performance of the Services does not infringe the Intellectual Property Rights of any third party.

5.4 Open Source Software

Where Deliverables incorporate or depend upon open source software components, such components shall be governed by their respective open source licenses, and nothing in these Terms or any SOW shall be construed to impose additional restrictions on the Clients use of such components beyond those contained in the applicable open source licenses.

6. Confidentiality

6.1 Obligations

Each party agrees to hold the other partys Confidential Information in strict confidence and to use such Confidential Information only for the purpose of performing its obligations under these Terms and any applicable SOW. Neither party shall disclose the other partys Confidential Information to any third party without the disclosing partys prior written consent, except to its employees, contractors, and advisors who have a legitimate need to know and are bound by confidentiality obligations at least as protective as those set forth herein.

6.2 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving partys possession without restriction before disclosure by the disclosing party; (c) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; (d) is independently developed by the receiving party without use of or reference to the disclosing partys Confidential Information; or (e) is required to be disclosed by law, regulation, or court order, provided the receiving party gives the disclosing party prompt written notice and reasonable cooperation to seek a protective order.

6.3 Duration

Confidentiality obligations shall survive the termination or expiration of any Services engagement for a period of five years, or indefinitely with respect to trade secrets and any Confidential Information that constitutes personal data protected by applicable data protection legislation.

7. Warranties and Disclaimers

7.1 Mutual Warranties

Each party represents and warrants that: (a) it has the full right, power, and authority to enter into these Terms and any SOW; (b) the execution and performance of its obligations hereunder do not violate any other agreement to which it is a party; and (c) it shall perform its obligations in a professional and workmanlike manner consistent with industry standards.

7.2 Services Warranty

PurpleWing warrants that the Services shall be performed in a professional and workmanlike manner consistent with generally accepted industry standards for computer systems design and consulting. For any breach of this warranty, the Clients exclusive remedy shall be, at PurpleWings option, reperformance of the non-conforming Services or a refund of the fees paid for the non-conforming portion of the Services, provided the Client notifies PurpleWing in writing of the alleged non-conformance within thirty days of delivery of the relevant Deliverables.

7.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OR AN APPLICABLE SOW, THE SITE AND ALL SERVICES AND DELIVERABLES ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PURPLEWING EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. PURPLEWING DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED.

WITHOUT LIMITING THE FOREGOING, PURPLEWING MAKES NO REPRESENTATION OR WARRANTY THAT ANY SYSTEM DESIGN, ARCHITECTURE, OR CONFIGURATION RECOMMENDED OR IMPLEMENTED BY PURPLEWING WILL ACHIEVE ANY PARTICULAR PERFORMANCE METRIC, UPTIME PERCENTAGE, OR BUSINESS OUTCOME. THE CLIENT ACKNOWLEDGES THAT COMPUTER SYSTEMS ARE INHERENTLY COMPLEX AND THAT ACTUAL RESULTS DEPEND ON FACTORS BEYOND PURPLEWINGS CONTROL, INCLUDING BUT NOT LIMITED TO HARDWARE MANUFACTURING VARIABILITY, THIRD-PARTY SOFTWARE BEHAVIOR, NETWORK CONDITIONS, AND OPERATIONAL PRACTICES OF THE CLIENT.

8. Limitation of Liability

8.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PURPLEWING, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUBCONTRACTORS 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 GOODWILL, BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SITE, OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PURPLEWINGS TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SITE, OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY THE CLIENT TO PURPLEWING DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE THOUSAND UNITED STATES DOLLARS (USD $1,000) FOR CLAIMS ARISING SOLELY FROM USE OF THE SITE WITHOUT AN ACTIVE SERVICES ENGAGEMENT.

8.3 Scope

The limitations and exclusions set forth in this Section 8 shall apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and shall survive any failure of essential purpose of any limited remedy. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some or all of the above limitations may not apply to you.

9. Indemnification

9.1 By Client

The Client agrees to indemnify, defend, and hold harmless PurpleWing, its affiliates, officers, directors, employees, agents, and subcontractors from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys fees) arising out of or in connection with: (a) the Clients breach of these Terms or any SOW; (b) the Clients use of the Site in violation of applicable law; (c) any claim that Client-provided materials infringe the Intellectual Property Rights of a third party; or (d) the Clients use of any Deliverables in a manner for which they were not designed or intended.

9.2 By PurpleWing

PurpleWing agrees to indemnify, defend, and hold harmless the Client from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys fees) arising out of any third-party claim that the Deliverables, as delivered by PurpleWing and used in accordance with the applicable SOW, infringe the copyright or trade secret rights of such third party. This indemnity does not apply to the extent the alleged infringement arises from: (a) Client-provided materials; (b) modifications to the Deliverables made by anyone other than PurpleWing; (c) the combination of Deliverables with products, services, or materials not provided or approved by PurpleWing; or (d) the Clients continued use of allegedly infringing Deliverables after PurpleWing has provided a non-infringing alternative.

10. Term and Termination

10.1 Term

These Terms shall remain in effect for as long as you access the Site or until terminated in accordance with this Section. Each SOW shall remain in effect for the term specified therein.

10.2 Termination for Convenience

Unless otherwise specified in the applicable SOW, either party may terminate an SOW for convenience upon thirty days written notice to the other party. In the event of termination for convenience, the Client shall pay PurpleWing for all Services performed and expenses incurred through the effective date of termination, plus any non-cancellable commitments made by PurpleWing in reliance on the SOW.

10.3 Termination for Cause

Either party may terminate these Terms or any SOW immediately upon written notice if the other party: (a) commits a material breach of these Terms or the SOW and fails to cure such breach within thirty days after receiving written notice thereof; or (b) becomes insolvent, makes a general assignment for the benefit of creditors, files a petition for bankruptcy, or has a petition for bankruptcy filed against it that is not dismissed within sixty days.

10.4 Effect of Termination

Upon termination of these Terms or any SOW: (a) all rights and licenses granted to the Client hereunder shall immediately cease; (b) each party shall return or destroy, at the disclosing partys election, all Confidential Information of the other party in its possession; (c) the Client shall pay all outstanding fees and expenses due to PurpleWing; and (d) the provisions of these Terms that by their nature should survive termination shall so survive, including but not limited to Sections 5 (Intellectual Property), 6 (Confidentiality), 7 (Warranties and Disclaimers), 8 (Limitation of Liability), 9 (Indemnification), and 11 (Governing Law and Dispute Resolution).

11. Governing Law and Dispute Resolution

11.1 Governing Law

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 Peoples 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.

11.2 Negotiation

The parties shall attempt in good faith to resolve any dispute arising out of or relating to these Terms or any SOW promptly through negotiations between executives who have authority to settle the dispute. Either party may initiate the negotiation process by delivering written notice to the other party describing the dispute and proposing a meeting. The executives shall meet (by telephone, video conference, or in person) within fifteen business days of such notice.

11.3 Mediation

If the dispute is not resolved through negotiation within thirty days of the initial notice, either party may refer the dispute to mediation administered by a mutually agreed mediation institution. The mediation shall be conducted in the English language. Each party shall bear its own costs of mediation, and the parties shall share equally the fees and expenses of the mediator.

11.4 Arbitration

If the dispute is not resolved through mediation within sixty days of the referral to mediation, either party may submit the dispute to binding arbitration administered by the China International Economic and Trade Arbitration Commission (CIETAC) in accordance with its then-current arbitration rules. The arbitration shall be conducted in Haikou City, Hainan Province, China, in the English language, by a single arbitrator mutually agreed by the parties or, failing agreement, appointed by CIETAC. The arbitrators award shall be final and binding, and judgment on the award may be entered in any court having jurisdiction thereof.

11.5 Equitable Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its Intellectual Property Rights or Confidential Information.

12. Miscellaneous

12.1 Entire Agreement

These Terms, together with any executed SOW, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, and understandings, whether written or oral. In the event of any conflict between these Terms and an SOW, the SOW shall control with respect to the specific Services engagement described therein.

12.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed from these Terms. The remaining provisions shall continue in full force and effect.

12.3 Waiver

No failure or delay by either party in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof. Any waiver must be in writing and signed by the waiving party.

12.4 Assignment

The Client may not assign or transfer these Terms or any SOW, in whole or in part, without PurpleWings prior written consent. PurpleWing may assign or transfer these Terms or any SOW to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section shall be null and void.

12.5 Independent Contractor

PurpleWing is an independent contractor. Nothing in these Terms or any SOW shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Neither party has the authority to bind the other or to incur any obligation on the others behalf.

12.6 Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms or any SOW (other than payment obligations) to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, government orders, epidemics, pandemics, labor disputes, telecommunications failures, Internet outages, or supply chain disruptions. The affected party shall notify the other party promptly and use diligent efforts to resume performance.

12.7 Notices

All notices required or permitted under these Terms shall be in writing and delivered by email (with confirmation of receipt), personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth below or such other address as a party may designate by notice. Notices shall be deemed effective upon receipt if delivered by email during normal business hours (otherwise on the next business day), upon delivery if personally delivered, one business day after deposit with an overnight courier, or five business days after mailing.

Notices to PurpleWing shall be sent to:

Lingshui PurpleWing Network Technology Co., Ltd.
Attn: Legal Department
No. 164, Wenhua South 1st Cross Road
Yelin Town, Lingshui Li Autonomous County
Haikou City, Hainan Province, 570000
China
Email: yuelong@purplewing.autos

12.8 Electronic Communications

By using the Site, you consent to receiving electronic communications from us, including emails and notices posted on the Site. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

12.9 Language

These Terms are drafted in the English language. Any translation into another language is provided for convenience only. In the event of any inconsistency between the English version and a translation, the English version shall prevail.

12.10 Third-Party Beneficiaries

These Terms are for the sole benefit of the parties hereto and their permitted successors and assigns. 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.

13. Contact Information

If you have any questions, concerns, or comments regarding these Terms of Service, please contact us at:

Lingshui PurpleWing Network Technology Co., Ltd.
No. 164, Wenhua South 1st Cross Road
Yelin Town, Lingshui Li Autonomous County
Haikou City, Hainan Province, 570000
China
Email: yuelong@purplewing.autos
Phone: +1 (719) 626-8314