Terms of Service

Introduction and Acceptance of Terms

These Terms of Service constitute a legally binding agreement between you, whether personally or on behalf of an entity, and ProudSail, the computer systems design and related services practice operated by Kunming JiaoGaoHang Trading Co., Ltd., a company registered in the Peoples Republic of China with its registered address at Attach 1-PL, No. 258 Xinying Road, Donghua Street, Panlong District, Kunming, Yunnan, 650000, China (CN).

By accessing or using the ProudSail website located at proudsail.buzz, any subdomains, or any related services, applications, or content, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not agree with all of these terms, you are expressly prohibited from using the website and must discontinue use immediately.

These Terms apply to all visitors, users, clients, and others who access or use our website or services. Supplemental terms, conditions, or documents that may be posted on the website from time to time are hereby expressly incorporated herein by reference. We reserve the right to make changes or modifications to these Terms at any time and for any reason, as detailed in Section 13.

Definitions and Interpretation

For the purposes of these Terms of Service, the following definitions shall apply. Capitalized terms not defined in this section shall have the meanings ascribed to them elsewhere in this document.

Company, We, Us, or Our refers to ProudSail, the computer systems design and related services practice operated by Kunming JiaoGaoHang Trading Co., Ltd., and includes its officers, employees, contractors, and authorized representatives.

Services refers to all professional services offered by ProudSail, including but not limited to computer systems design, IT consulting, cloud infrastructure engineering, cybersecurity assessment, data engineering, systems integration, technical support, and any other service described on our website or agreed upon in a separate written agreement.

Website refers to the ProudSail website accessible at proudsail.buzz, including all subdomains, pages, content, and functionality made available through the domain.

You or User refers to the individual or legal entity accessing or using the website or services. If you are using the website or services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms.

Content refers to all text, images, graphics, code, data, and other materials displayed, transmitted, or made available on or through the website.

Statement of Work or SOW refers to a separate written document that defines the specific scope, deliverables, timeline, and fees for a particular services engagement between ProudSail and a client.

Description of Services

ProudSail provides professional computer systems design and related services to business clients. Our core service areas include systems architecture and design, cloud infrastructure planning and deployment, cybersecurity framework development and assessment, data engineering and analytics platform construction, network architecture design, DevOps and platform engineering, application development, and IT consulting.

3.1 Service Engagement Model

Services are typically delivered under a project-based engagement model or a retainer-based advisory model. Each engagement is governed by a separate Statement of Work, service agreement, or master services agreement executed between ProudSail and the client. In the event of any conflict between these Terms of Service and a separately executed agreement, the terms of the separately executed agreement shall prevail with respect to the specific engagement.

3.2 No Guarantee of Results

While ProudSail applies industry best practices and exercises professional diligence in the delivery of all services, we do not guarantee specific business outcomes, revenue increases, cost reductions, or other quantitative results unless such guarantees are explicitly stated in a signed Statement of Work. Technology environments are complex and subject to variables beyond our control, including third-party dependencies, client infrastructure, and evolving threat landscapes.

3.3 Availability of Website

We strive to ensure that the website is available and accessible at all times. However, we do not guarantee uninterrupted or error-free operation of the website and may suspend access for maintenance, upgrades, or emergency repairs without prior notice. We shall not be liable for any loss or damage arising from website unavailability.

User Obligations and Acceptable Conduct

As a user of the ProudSail website and services, you agree to the following obligations and standards of conduct.

4.1 Accurate Information

You agree to provide truthful, accurate, current, and complete information when filling out contact forms, submitting service inquiries, or otherwise communicating with us. You are responsible for maintaining the accuracy of any information you provide and for promptly updating us if your contact details change.

4.2 Lawful Use

You agree to use the website and services only for lawful purposes and in compliance with all applicable local, national, and international laws and regulations. You shall not use the website in any manner that could damage, disable, overburden, or impair our infrastructure, or that could interfere with any other party's use and enjoyment of the website.

4.3 Prohibited Activities

The following activities are expressly prohibited: attempting to gain unauthorized access to any portion of the website, its servers, or any systems or networks connected to the website; using any robot, spider, scraper, or other automated means to access or extract data from the website; introducing viruses, malware, or other harmful code; engaging in any activity that violates the intellectual property rights of ProudSail or any third party; using the website to transmit unsolicited commercial communications or spam; and impersonating any person or entity, or falsely stating or misrepresenting your affiliation with any person or entity.

4.4 Cooperation

You agree to cooperate reasonably with ProudSail in connection with the delivery of services, including providing timely access to relevant systems, data, and personnel as necessary for the performance of agreed-upon work. Delays in cooperation may affect project timelines and may result in additional charges.

Intellectual Property Rights

Intellectual property rights are a cornerstone of our professional practice. This section defines how ownership, licensing, and use of intellectual property are handled in the context of our website and services.

5.1 Website Content

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

You may view, download, and print pages from the website for your personal, non-commercial use, subject to the restrictions set out in these Terms. You must not reproduce, duplicate, copy, sell, resell, visit, or otherwise exploit the website or its content for any commercial purpose without our express prior written consent.

5.2 Service Deliverables

Unless otherwise agreed in a signed Statement of Work, all deliverables, work products, designs, code, documentation, reports, and other materials created by ProudSail in the course of providing services shall be owned by ProudSail until full payment has been received. Upon receipt of full payment, ownership of the specific deliverables identified in the applicable Statement of Work shall transfer to the client, subject to ProudSail's retention of a perpetual, non-exclusive license to use any underlying methodologies, tools, frameworks, and pre-existing intellectual property incorporated into the deliverables.

5.3 Client Materials

You retain ownership of all materials, data, and information you provide to ProudSail in connection with the services. You grant ProudSail a limited, non-exclusive license to use such materials solely as necessary to perform the services. We will treat all client materials as confidential in accordance with Section 6.

5.4 Trademarks

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

Confidentiality

ProudSail is committed to maintaining the confidentiality of client information and expects reciprocal respect for our confidential business information.

6.1 Definition of Confidential Information

Confidential Information means any non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, without limitation, business plans, technical specifications, trade secrets, client lists, financial data, source code, system architectures, security configurations, and proprietary methodologies.

6.2 Obligations

Each party agrees to hold the other party's Confidential Information in strict confidence, to use such information only for the purpose of performing obligations or exercising rights under these Terms or an applicable SOW, and to disclose such information only to employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

6.3 Exceptions

Confidential Information does not include information that is or becomes publicly known through no breach of these Terms, was already in the receiving party's possession without restriction prior to disclosure, is independently developed by the receiving party without use of the disclosing party's Confidential Information, or is required to be disclosed by law, regulation, or court order, provided that the receiving party gives the disclosing party prompt notice and reasonable assistance to contest or limit such required disclosure.

Fees, Payment, and Billing

The terms governing fees, invoicing, and payment for professional services are set forth in this section.

7.1 Service Fees

Fees for professional services are specified in the applicable Statement of Work or service agreement. Fees may be structured as fixed-price, time-and-materials, or retainer-based arrangements. All fees are stated exclusive of applicable taxes, duties, and levies, which shall be the responsibility of the client unless otherwise agreed.

7.2 Invoicing and Payment

Invoices are issued according to the schedule specified in the applicable SOW. Unless otherwise stated, payment is due within thirty calendar days of the invoice date. Late payments may incur interest at the rate of one and one-half percent per month, or the maximum rate permitted by applicable law, whichever is lower.

7.3 Expenses

Reasonable out-of-pocket expenses incurred by ProudSail in the performance of services, including travel, lodging, and materials, shall be reimbursed by the client when pre-approved in writing. Expense reimbursement terms shall be detailed in the applicable SOW.

7.4 No Fees for Website Use

Access to and browsing of the ProudSail website is provided free of charge. Submitting inquiries through the website contact form does not create any payment obligation. Fees arise only upon execution of a formal services agreement.

Limitation of Liability

This section defines the scope and limits of liability applicable to your use of the ProudSail website and services.

8.1 Disclaimer of Warranties

To the fullest extent permitted by applicable law, the website and all content, materials, and services provided through the website are provided on an as-is and as-available basis without warranties of any kind, either express or implied. ProudSail expressly disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

8.2 Limitation of Damages

To the maximum extent permitted by applicable law, in no event shall ProudSail, its affiliates, directors, employees, or agents be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data, or other intangible losses, arising out of or relating to the use of, or inability to use, the website or services.

8.3 Cap on Liability

Notwithstanding anything to the contrary in these Terms, the aggregate liability of ProudSail for any claims arising out of or relating to these Terms or the services shall not exceed the total fees paid by you to ProudSail during the twelve months immediately preceding the event giving rise to the claim. For claims arising solely from website use where no fees have been paid, liability shall be limited to one hundred United States dollars.

8.4 Exclusions

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. In such jurisdictions, the above exclusions and limitations shall apply to the fullest extent permitted by law, and ProudSail's liability shall be limited to the minimum extent required by applicable law.

Indemnification

You agree to defend, indemnify, and hold harmless ProudSail, 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 claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees, including reasonable legal and accounting fees, arising out of or relating to: your violation of these Terms of Service; your use of the website or services in a manner not authorized by these Terms; your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property, or privacy right; or any claim that content or materials you provided to ProudSail caused damage to a third party.

ProudSail 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 settle any claim that affects ProudSail without our prior written consent.

Termination and Suspension

This section describes how these Terms may be terminated and the consequences of termination.

10.1 Termination by You

You may terminate these Terms at any time by ceasing all use of the ProudSail website and services and providing written notice to us at chat@proudsail.buzz. Termination of these Terms does not relieve you of any payment obligations incurred prior to termination under a separate services agreement.

10.2 Termination by ProudSail

We reserve the right to terminate or suspend your access to the website and services, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms. We may also terminate or suspend services under a specific SOW in accordance with the termination provisions set forth in that SOW.

10.3 Effect of Termination

Upon termination, 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 without limitation ownership provisions, warranty disclaimers, indemnification, and limitations of liability. Termination shall not affect any rights or obligations that 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, whether contractual or non-contractual, 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 courts of Kunming, Yunnan Province, Peoples Republic of China, shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter. Notwithstanding the foregoing, ProudSail reserves the right to bring proceedings against you for breach of these Terms in your country of residence or any other relevant country.

11.1 International Users

If you access the website or services from a location outside the Peoples Republic of China, you are responsible for compliance with all local laws applicable to your use. You agree that you will not use the website or services in any country or in any manner prohibited by applicable laws, restrictions, or regulations.

Dispute Resolution

ProudSail values its relationships with clients and users and is committed to resolving disputes efficiently and fairly.

12.1 Informal Resolution

Before initiating any formal legal proceedings, you agree to first attempt to resolve any dispute informally by contacting ProudSail at chat@proudsail.buzz and providing a written description of the claim. Both parties shall make a good-faith effort to resolve the dispute through negotiation within sixty calendar days of the notice. If the dispute is not resolved within this period, either party may pursue formal remedies.

12.2 Mediation

If informal negotiation does not resolve the dispute, the parties agree to submit the dispute to mediation administered by a mutually agreed-upon mediation center in Kunming, Yunnan, before resorting to litigation. The costs of mediation shall be shared equally by the parties.

12.3 Class Action Waiver

To the fullest extent permitted by applicable law, you agree that any proceedings to resolve or litigate any dispute will be conducted solely on an individual basis and not in a class, consolidated, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration.

Modifications to the 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 effective date at the top of this page and post a notice on the website for a reasonable period before the changes take effect.

Material changes are those that significantly affect your rights or obligations under these Terms. Changes that are immaterial, such as corrections of typographical errors or clarifications of existing language, may be made without advance notice.

Your continued use of the website or services after the effective date of any modification constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must discontinue use of the website and services. We encourage you to review these Terms periodically to stay informed of any updates.

For clients with active SOWs in effect at the time of a modification, the Terms in effect at the time the SOW was executed shall continue to govern that engagement, unless the SOW explicitly provides for the application of updated Terms.

Contact Information

If you have questions, concerns, or comments about these Terms of Service, or if you need to provide legal notice to ProudSail, please contact us through any of the channels listed below. We treat all correspondence seriously and endeavor to respond within three business days.

General Inquiries

Email: chat@proudsail.buzz
Phone: +1 239 506 2282
Website: proudsail.buzz

Legal Notices

ProudSail
c/o Kunming JiaoGaoHang Trading Co., Ltd.
Attach 1-PL, No. 258 Xinying Road
Donghua Street, Panlong District
Kunming, Yunnan — 650000
China (CN)

Severability and Waiver

If any provision of these Terms is held to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent necessary, and the remaining provisions of these Terms will continue in full force and effect. No waiver of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition, and any failure by ProudSail to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

Entire Agreement

These Terms of Service, together with our Privacy Policy and any separately executed Statements of Work or service agreements, constitute the sole and entire agreement between you and ProudSail regarding the website and services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.