Last updated: June 1, 2025
Company: 枝江市初仕商贸有限公司 (Prime Start)
Address: 枝江市董市镇双湖村一组186号一楼(自主申报), Yichang - 443000, China (CN)
Email: service@primestart.mom | Phone: +1 (970) 507-7726
Website: https://www.primestart.mom
These Terms of Service constitute a legally binding agreement between you, the user or client, and 枝江市初仕商贸有限公司, operating under the brand Prime Start. By accessing or using any of our services, including but not limited to website design, graphic design, branding, UI/UX design, development, consulting, or any digital products offered through our platform, you acknowledge that you have read, understood, and agree to be bound by all terms and conditions set forth in this document. If you do not agree with any part of these terms, you must immediately cease all use of our services and refrain from accessing our website or any associated platforms. These terms are designed to protect both parties and to ensure a transparent, fair, and professional working relationship. We reserve the right to update or modify these terms at any time, and such changes will be effective immediately upon posting. It is your responsibility to review these terms periodically. Continued use of our services after any modifications constitutes acceptance of the updated terms. This agreement is governed by the laws of the People's Republic of China, and any disputes shall be resolved in accordance with the procedures outlined in the Governing Law section below. The language of this agreement is English, and any translations are provided for convenience only. In the event of any inconsistency between the English version and a translated version, the English version shall prevail. Please read each section carefully, as they contain important information regarding your rights, obligations, and limitations of liability.
By engaging with Prime Start, whether through our website, email, phone, or any other communication channel, you explicitly and unconditionally accept these Terms of Service in their entirety. This acceptance is a prerequisite for the provision of any services, deliverables, or access to our platform. If you are entering into this agreement on behalf of a legal entity, such as a corporation, partnership, or other organization, you represent and warrant that you have the full authority to bind that entity to these terms. In such a case, the term "you" shall refer to that entity. If you do not have such authority, you must not accept these terms or use our services. We may, at our sole discretion, require additional verification of your authority before commencing any work. These terms apply to all visitors, users, clients, and anyone else who accesses or uses our services. The acceptance is effective immediately upon your first use of our website or upon your submission of a project inquiry, proposal acceptance, or payment. No modification of these terms by you shall be effective unless expressly agreed to in writing by an authorized representative of Prime Start. Any attempt to unilaterally modify these terms is null and void. We reserve the right to refuse service to anyone for any reason at any time, provided that such refusal does not violate applicable law. Your acceptance also extends to any subcontractors, employees, or agents we may engage to fulfill our obligations. You acknowledge that you have had the opportunity to seek independent legal advice before accepting these terms. If you are a consumer in a jurisdiction that provides mandatory consumer protections, those protections are not waived by these terms, but any provisions that conflict with applicable law shall be adjusted to the minimum extent necessary to comply. The electronic signature, click-wrap acceptance, or written confirmation of these terms shall be considered legally binding and enforceable. We maintain records of all acceptances for audit and legal purposes. You agree that these terms may be stored and reproduced electronically for evidentiary purposes. Any failure by us to enforce a provision of these terms does not constitute a waiver of our right to enforce it later. If any part of these terms is found to be unenforceable, the remaining provisions shall remain in full force and effect. These terms supersede all prior agreements, representations, and understandings, whether written or oral, regarding the subject matter herein.
Furthermore, you acknowledge that these Terms of Service are a dynamic document that may evolve as our business, technology, and legal landscape change. We will notify you of material changes via email or a prominent notice on our website, but it is your responsibility to check for updates regularly. Your continued use of our services after the effective date of any changes constitutes your binding acceptance of the new terms. If you disagree with any modification, your sole remedy is to discontinue use of our services and request termination of any active agreements, subject to the termination provisions in Section 10. We strongly recommend that you print or save a copy of these terms for your records. In the event of any dispute regarding the interpretation of these terms, the version in effect at the time of the dispute shall govern. You also agree that any communications regarding these terms, including notices of changes, may be sent to you electronically via the email address you provide. It is your obligation to ensure that your contact information is accurate and up to date. We shall not be liable for any loss or damage arising from your failure to receive such notices due to outdated or incorrect contact information. The acceptance of these terms creates a legally binding contractual relationship that is governed by the laws of the People's Republic of China, without regard to its conflict of laws principles. You consent to the exclusive jurisdiction of the courts located in Yichang, Hubei, China, for any disputes arising out of or relating to these terms, except where prohibited by law. This section is intended to be as broad as possible to ensure clarity and mutual understanding from the outset of our relationship.
In addition, you represent that you are at least 18 years of age or the age of majority in your jurisdiction, whichever is higher. If you are under 18, you may not use our services without the supervision and consent of a parent or legal guardian. We do not knowingly collect information from minors, and any services provided to minors are done so under the assumption that proper parental consent has been obtained. You are fully responsible for all activities that occur under your account or on your behalf, whether authorized by you or not. You agree to notify us immediately of any unauthorized use of your account or any other breach of security. We are not liable for any loss or damage arising from your failure to comply with this obligation. Your acceptance of these terms is a fundamental condition for us to provide you with our design and development services. Without such acceptance, we cannot ensure a legally secure and transparent working relationship. Therefore, by proceeding with any engagement, you confirm that you have read, understood, and agreed to be bound by every clause contained herein. This acceptance is irrevocable unless terminated in accordance with Section 10. We encourage you to read the entire document carefully, as it contains important provisions regarding liability, intellectual property, confidentiality, and dispute resolution. If any term is unclear, please contact us at service@primestart.mom for clarification before accepting. Your silence or inaction after receiving these terms does not constitute rejection; rather, continued use implies acceptance. This is a standard practice in the digital services industry and is designed to protect both parties from misunderstandings.
Prime Start, operated by 枝江市初仕商贸有限公司, provides a comprehensive range of professional design, development, and consulting services. These services include but are not limited to website design and development, graphic design, branding and identity creation, UI/UX design, mobile application design, e-commerce solutions, search engine optimization (SEO) consulting, content creation, social media graphics, packaging design, and related digital strategy services. Each service is tailored to the specific needs of the client, as outlined in a separate project proposal, statement of work, or service agreement that will be provided to you before any work commences. The scope, deliverables, timeline, and fees for each project will be detailed in that separate document, which, once signed or accepted, becomes an integral part of this agreement. In the event of any conflict between the project proposal and these Terms of Service, these Terms shall prevail unless expressly stated otherwise in the proposal. We reserve the right to modify, suspend, or discontinue any aspect of our services at any time, with or without notice, provided that such changes do not materially affect existing contractual obligations without mutual consent. Our services are provided on a commercial basis, and we do not offer free or trial versions of our custom design work unless explicitly stated in a promotional offer. All services are subject to availability and our current capacity. We may engage subcontractors or third-party vendors to fulfill certain aspects of a project, but we remain fully responsible for the quality and timely delivery of all services. You acknowledge that design and development projects are inherently creative and iterative, and that the final deliverables may differ from initial concepts as the project evolves through feedback and revision cycles. We will use reasonable efforts to adhere to the agreed timeline, but delays may occur due to factors beyond our control, including but not limited to client feedback delays, technical issues, force majeure events, or third-party dependencies. In such cases, we will notify you promptly and adjust the schedule as reasonably necessary. Our services do not include ongoing maintenance, hosting, domain registration, or technical support unless explicitly purchased as a separate service package. Any such additional services will be governed by their own terms or addenda to this agreement. The delivery of digital files, source code, or design assets shall be made via electronic means, such as email, cloud storage links, or project management platforms. Physical deliverables, if any, will be shipped at an additional cost and risk to the client. We do not guarantee that our services will be uninterrupted, error-free, or secure, but we employ industry-standard practices to minimize risks. You understand that the internet and digital platforms are inherently vulnerable to security breaches, and we cannot be held liable for unauthorized access to your data or deliverables unless caused by our gross negligence. The specific technical requirements, file formats, and output specifications will be defined in the project proposal. We will provide you with a reasonable number of revision rounds as specified in your proposal; additional revisions may incur extra charges. Our services are intended for commercial use, and you may not resell, redistribute, or sublicense our deliverables without our prior written consent, except as expressly permitted in the Intellectual Property section. We reserve the right to use any deliverables in our portfolio, website, or marketing materials, unless you request confidentiality in writing before the project begins. This usage includes displaying the work with attribution to Prime Start. If you require complete anonymity, an additional nondisclosure fee may apply. The description of services in this section is for general informational purposes and does not create any warranty or guarantee beyond what is explicitly stated in your project agreement. We strive to exceed expectations, but the final outcome depends on many variables, including the quality of your input, feedback, and cooperation. By engaging our services, you acknowledge that you have realistic expectations and that we cannot guarantee specific business outcomes, such as increased sales, traffic, or conversion rates, unless a specific performance guarantee is included in your proposal. Any such guarantee will be subject to strict conditions and limitations.
Our design process typically includes an initial consultation, research and discovery phase, concept development, design execution, revision cycles, and final delivery. Each phase is collaborative, and your timely feedback is critical to project success. We will provide you with milestones and checkpoints to ensure alignment. If you fail to provide feedback within five business days, we may proceed with the last approved version, and any subsequent changes may be treated as new work and billed accordingly. We use industry-standard software and tools, including but not limited to Adobe Creative Suite, Figma, Sketch, Webflow, WordPress, and various coding frameworks. The specific tools used will depend on the project requirements. We retain the right to choose the technical means of delivering the services, as long as the agreed specifications are met. For website development projects, we may use content management systems (CMS) like WordPress, Shopify, or custom-coded solutions. You will be provided with administrative access to the CMS upon final payment, unless otherwise agreed. We do not provide training on how to use these systems unless such training is explicitly purchased. We recommend that you allocate time to learn the basics of your CMS to manage content after delivery. We are not responsible for any content you add or modify after the handover, and such changes may affect the design integrity or functionality. Our services are provided with a high degree of professionalism and care, but we cannot guarantee that the deliverables will be completely free of errors, bugs, or vulnerabilities. We will conduct thorough testing before delivery, but complex software and design projects may have latent issues that only become apparent under specific conditions. We will correct any significant defects reported within 30 days of delivery at no additional cost, provided the defects are not caused by third-party software, hosting environment changes, or modifications made by you or your agents. After this period, corrections will be billed at our standard hourly rate. The service description is intended to give you a clear understanding of what we offer and how we operate. If you have any questions about the scope or nature of our services, please contact us before accepting these terms. We are committed to transparency and will do our best to address any concerns. This section is not exhaustive, and additional service-specific terms may be provided in your project agreement. In all cases, the work will be performed with the skill and care reasonably expected from a professional design and development firm. We take pride in our work and strive to deliver exceptional results that meet your objectives. However, the ultimate success of your project depends on many factors, including market conditions, user behavior, and your own business decisions. We are not liable for any indirect or consequential losses arising from the use of our services, as further detailed in the Limitation of Liability section.
Furthermore, we offer post-delivery support and maintenance packages for clients who require ongoing assistance. These packages are optional and subject to a separate agreement. Without a maintenance package, we are not obligated to provide updates, security patches, or technical support after the project is completed. If you request minor changes after delivery, we may accommodate them on a time-and-materials basis, subject to availability. Major changes or new features will require a new project proposal. We reserve the right to refuse any request that we deem impractical, unethical, or outside our area of expertise. Our services are not a substitute for legal, accounting, or medical advice. If your project involves sensitive data, legal compliance (such as GDPR, HIPAA, or CCPA), or financial transactions, it is your responsibility to ensure that the final product meets all applicable regulations. We can provide guidance but not legal counsel. You agree to indemnify us against any claims arising from your failure to comply with such regulations. The service description in this section is a high-level overview. The specific details of your project will be captured in a separate agreement that references these Terms of Service. That agreement will include the scope of work, deliverables, timeline, payment terms, and any special conditions. In the absence of a separate agreement, these Terms of Service shall govern the provision of any services we perform for you. We reserve the right to decline any project that we believe is not a good fit for our skills, values, or capacity. We also reserve the right to subcontract portions of the work to qualified third parties, provided that we remain responsible for the quality and confidentiality of the work. You will be informed if any significant part of the project is subcontracted. Our goal is to provide you with exceptional service that helps you achieve your business or personal objectives. We value your trust and will work diligently to maintain it. If at any point you are dissatisfied with our services, please contact us immediately so we can address your concerns. We are committed to resolving issues amicably and fairly. This section is meant to set clear expectations and to ensure that both parties have a shared understanding of what our services entail. By proceeding, you acknowledge that you have read and understood this description and that it forms the basis of our contractual relationship.
As a user or client of Prime Start, you bear certain responsibilities that are essential for the successful execution of any project and for maintaining a lawful and respectful environment. First and foremost, you are responsible for providing accurate, complete, and timely information, materials, and feedback necessary for us to perform the services. This includes but is not limited to brand guidelines, content (text, images, videos, logos), access to existing websites or platforms, login credentials, and any other assets required. Any delay in providing such materials may result in project delays, and we shall not be liable for any consequences arising from such delays. You warrant that all materials you provide are your own original work, or that you have obtained all necessary licenses, permissions, and releases to use them in connection with our services. You agree to indemnify and hold Prime Start harmless from any claims, damages, or expenses arising from your failure to secure such rights. You are also responsible for ensuring that your content does not infringe upon the intellectual property rights, privacy rights, or other legal rights of any third party. We reserve the right to refuse to use any material that we believe, in our sole discretion, is illegal, offensive, defamatory, discriminatory, or otherwise inappropriate. If you provide us with content that violates any law or regulation, we may immediately suspend or terminate the project without liability. You are responsible for maintaining the confidentiality of any account credentials, project management logins, or other access information we provide to you. You agree to notify us immediately of any unauthorized use of your account. You are fully liable for all activities that occur under your account, whether or not authorized by you. You must not use our services for any unlawful purpose or in violation of any applicable local, national, or international law. This includes but is not limited to laws regarding data protection, intellectual property, export control, and anti-spam. You agree not to upload, transmit, or distribute any viruses, malware, or other harmful code through our platforms or services. You must not attempt to gain unauthorized access to our systems, networks, or other users' accounts. Any such attempts will result in immediate termination of services and may be reported to law enforcement. You are responsible for backing up your own data and content before providing it to us. While we take reasonable precautions to protect your data, we are not liable for any loss or corruption of data. We recommend that you maintain your own backups at all times. You agree to cooperate with us in good faith throughout the project, providing timely feedback and approvals as needed. If you fail to respond to our requests for feedback within five business days, we may proceed with the project based on the last approved version, and any subsequent changes may be treated as additional work. You are responsible for reviewing all deliverables carefully upon receipt and for reporting any errors or omissions within 10 business days. After this period, the deliverables will be deemed accepted as complete and satisfactory, unless otherwise agreed in writing. You must not use our services to engage in any activity that could damage, disable, overburden, or impair our servers or networks. You agree not to use any automated means, such as bots or scrapers, to access our website or services without our express written permission. You are responsible for ensuring that your own computer systems, hardware, and software are compatible with our deliverables. We do not guarantee that our deliverables will work with all systems or configurations. You agree to pay all fees and charges in accordance with the payment terms set forth in your project proposal or invoice. Late payments may result in interest charges, suspension of services, or termination of the agreement. You are responsible for any taxes, duties, or other government levies associated with our services, except for taxes based on our net income. You agree not to make any false or misleading statements about our services or about Prime Start. You must not use our services to send unsolicited commercial communications (spam) or to engage in any form of harassment or abuse. You agree to respect the intellectual property rights of Prime Start and any third parties whose work may be incorporated into the deliverables. You must not reverse engineer, decompile, or disassemble any software or code provided to you, except as permitted by applicable law. You are responsible for maintaining the security of your own systems and for implementing appropriate safeguards to protect against unauthorized access or use of the deliverables. We strongly recommend that you change any default passwords and implement strong access controls. You agree to use our services in a manner that is consistent with all applicable export control and sanctions laws. You represent that you are not located in a country that is subject to a U.S. or Chinese government embargo, and that you are not listed on any government list of prohibited or restricted parties. If you become aware of any violation of these terms by yourself or others, you agree to report it to us immediately. Your failure to comply with any of these responsibilities may result in the suspension or termination of your access to our services, and you may be held liable for any damages or losses we incur as a result. We reserve the right to take any legal action necessary to protect our interests. These responsibilities are intended to create a safe, efficient, and legally compliant working environment for both parties. By accepting these terms, you acknowledge that you understand and agree to fulfill these responsibilities. If you are unsure about any of your obligations, please contact us for clarification. We are committed to helping you succeed, but we rely on your cooperation and compliance to achieve that goal.
In addition to the above, you are responsible for ensuring that any content you publish or display using our services complies with all applicable laws and regulations, including but not limited to those related to advertising, consumer protection, privacy, and intellectual property. You acknowledge that we are not responsible for monitoring or moderating your content, and we do not endorse any content you create or publish. You retain full responsibility for the legal consequences of your content. You agree not to use our services to collect, store, or process sensitive personal data (such as health information, financial data, or biometric data) unless you have obtained explicit consent from the data subjects and have implemented appropriate security measures. If your project involves the processing of personal data, you may need to enter into a separate Data Processing Agreement with us. You are responsible for obtaining any necessary consents and for providing adequate privacy notices to your users. You agree to indemnify us against any claims arising from your failure to comply with data protection laws. You must not use our services to create or distribute content that is harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or invasive of another's privacy. We reserve the right to remove any such content from our systems without notice. You are also responsible for ensuring that your use of our services does not interfere with the rights of others, including their intellectual property rights. If you receive a takedown notice or copyright infringement claim related to your use of our services, you agree to notify us immediately and to cooperate in resolving the matter. You acknowledge that we may be required by law to disclose information about you or your use of our services to government authorities. We will make reasonable efforts to notify you of such requests unless prohibited by law. You agree not to use our services to engage in any activity that could cause us to violate any law or regulation. This includes but is not limited to activities related to money laundering, terrorism financing, or fraud. We reserve the right to report any suspicious activity to the appropriate authorities. You are responsible for maintaining the confidentiality of any proprietary or confidential information you receive from us, including but not limited to project plans, pricing, and technical specifications. You agree not to disclose such information to any third party without our prior written consent. Your responsibilities under this section survive the termination of this agreement. If you fail to fulfill any of these responsibilities, you may be held liable for all resulting damages, losses, and expenses, including reasonable legal fees. We encourage you to be proactive in meeting these obligations. If you have any questions about what is expected of you, please reach out to us. We are here to help, but the ultimate responsibility lies with you. By accepting these terms, you confirm that you have the capacity and willingness to fulfill these responsibilities. We look forward to a productive and mutually beneficial relationship built on trust and accountability.
Furthermore, you agree to use our services only for lawful purposes and in a manner that does not infringe the rights of, or restrict or inhibit the use and enjoyment of, our services by any third party. You must not engage in any conduct that could damage our reputation or goodwill. You are responsible for all communications made through your account or on your behalf. You agree to keep your contact information up to date so that we can reach you regarding your project or account. If you provide us with any feedback, suggestions, or ideas for improving our services, you grant us a perpetual, irrevocable, royalty-free license to use such feedback without any obligation to you. You acknowledge that we may have already developed similar ideas or may receive similar ideas from other sources. You agree not to make any public statements that disparage Prime Start or its employees, subcontractors, or services. Any disputes should be raised directly with us in a constructive manner. You are responsible for ensuring that you have the legal right to enter into this agreement and to use our services. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. We may request proof of such authority. You agree to provide us with accurate billing information and to update it as necessary. You are responsible for any charges incurred under your account, even if they were incurred by someone else using your account. You agree not to use any false or misleading information when registering for our services. You must not create multiple accounts for the purpose of circumventing any restrictions or fees. We reserve the right to merge or close duplicate accounts. You are responsible for understanding and complying with the specific terms of any third-party services or platforms that we may use in the course of providing our services (e.g., hosting providers, payment gateways, font licenses). We will provide you with relevant information, but the ultimate responsibility for compliance rests with you. You agree to indemnify us against any claims arising from your violation of third-party terms. Your responsibilities are ongoing and apply throughout the duration of your relationship with Prime Start. Even after the project is completed, you remain responsible for any ongoing use of the deliverables. We encourage you to seek legal advice if you are unsure about any of your obligations. This section is designed to protect both parties and to ensure a smooth and lawful working relationship. By accepting these terms, you acknowledge that you have read and understood these responsibilities and agree to be bound by them.
This section governs the ownership and use of intellectual property rights in connection with our services. Unless otherwise agreed in a separate written agreement, the following terms shall apply to all deliverables created by Prime Start for you. Upon full and timely payment of all fees due under the applicable project agreement, we hereby assign to you all rights, title, and interest in and to the final deliverables specifically created for you, including but not limited to design files, source code, graphics, and written content (the "Deliverables"). This assignment is subject to the retention of certain rights by Prime Start as described below. You acknowledge that the Deliverables may incorporate pre-existing materials, tools, libraries, frameworks, or code that are owned by Prime Start or licensed from third parties (the "Pre-existing Materials"). Pre-existing Materials include, but are not limited to, our design patterns, software libraries, custom CMS modules, proprietary algorithms, and any other intellectual property that we developed prior to or independently of your project. We retain all rights, title, and interest in and to all Pre-existing Materials. To the extent that any Pre-existing Materials are incorporated into the Deliverables, we grant you a perpetual, non-exclusive, worldwide, royalty-free license to use such Pre-existing Materials solely as part of the Deliverables and for their intended purpose. You may not extract, copy, or use the Pre-existing Materials separately from the Deliverables. You may not sublicense, sell, or distribute the Pre-existing Materials on a standalone basis. All intellectual property rights in and to our brand name "Prime Start," our logo, and any other trademarks or service marks are owned exclusively by 枝江市初仕商贸有限公司. Nothing in this agreement grants you any right to use our trademarks without our prior written consent. You agree not to challenge or oppose our ownership of these marks. If we use any third-party materials (such as stock photos, fonts, or plugins) in your project, we will inform you of the applicable license terms. You are responsible for ensuring that you comply with those license terms, which may require additional payments or attribution. We will use reasonable efforts to select materials with permissive licenses, but we cannot guarantee that all third-party materials are free of restrictions. You agree to indemnify us against any claims arising from your failure to comply with third-party license terms. We retain the right to display the Deliverables in our portfolio, website, social media, and marketing materials, unless you have requested confidentiality in writing before the project begins. If you require complete anonymity, we may agree to a nondisclosure arrangement, which may involve an additional fee. We will not display any Deliverables that contain sensitive personal information or trade secrets without your consent. You grant us a non-exclusive, royalty-free, worldwide license to use your name, logo, and project description for marketing purposes, unless you opt out in writing. If you provide us with any materials, content, or intellectual property (the "Client Materials"), you retain all rights to those materials. You grant us a non-exclusive, royalty-free, worldwide license to use, reproduce, modify, and display the Client Materials solely for the purpose of performing the services under this agreement. This license terminates upon completion of the project, except that we may retain copies for archival and legal purposes. You represent and warrant that you own or have obtained all necessary rights and permissions for the Client Materials, and that their use by us will not infringe any third-party rights. You agree to indemnify us against any claims arising from the Client Materials. In the event that you fail to pay any fees due, we retain a security interest in the Deliverables until full payment is received. We may withhold delivery of the Deliverables until payment is made in full. If payment is not received within 30 days of the due date, we may terminate the license and reclaim all rights to the Deliverables. You agree that any unauthorized use of the Deliverables before full payment is a breach of this agreement and may result in legal action. All intellectual property provisions in this section shall survive the termination or expiration of this agreement. If any part of this section is found to be unenforceable, the remainder shall continue in full force and effect. We encourage you to review this section carefully and to contact us if you have any questions about intellectual property ownership. We are committed to fair and transparent IP practices. If you require a more customized IP arrangement, such as a full assignment of all Pre-existing Materials, that may be negotiated separately and will likely involve additional fees. This section is intended to balance the interests of both parties and to provide clarity regarding the ownership and use of creative and technical work. By accepting these terms, you acknowledge that you have read and understood this intellectual property framework.
Furthermore, you acknowledge that the creative process often involves iterative development and that multiple versions or concepts may be produced before a final deliverable is selected. Unless otherwise agreed, all rejected concepts, drafts, and preliminary work remain the sole property of Prime Start. We may reuse ideas, concepts, or design elements from rejected work in other projects, provided that no confidential information is disclosed. You have no obligation to use the final deliverables, and if you choose not to use them, you still remain liable for full payment. The assignment of intellectual property rights is contingent upon your full compliance with all payment obligations. If you dispute any charges, you must still pay the undisputed portion to avoid any lapse in IP rights. We recommend that you register any trademarks or copyrights for the deliverables in your own name, as we do not provide registration services. We will reasonably cooperate with you in such registration efforts, at your expense. You agree not to remove or alter any copyright notices, attribution, or watermarks included in the deliverables. If you modify the deliverables after delivery, you are solely responsible for those modifications and any consequences arising from them. We are not liable for any issues caused by modifications made by you or third parties. This intellectual property section is governed by the laws of the People's Republic of China, including the Copyright Law, Patent Law, and Trademark Law, as applicable. Any disputes regarding IP rights shall be resolved in accordance with the Governing Law section of this agreement. We take intellectual property rights seriously and will enforce our rights to the fullest extent of the law. By accepting these terms, you agree to respect our IP rights and those of third parties. If you believe that any content provided by us infringes your IP rights, please notify us immediately with detailed information, and we will investigate and take appropriate action. This section is not intended to transfer any rights beyond those expressly stated. All rights not expressly granted are reserved by Prime Start or its licensors. We encourage open communication about IP matters to avoid misunderstandings. If you have any special requirements regarding IP ownership, please discuss them with us before the project begins. We are flexible and willing to negotiate in good faith. However, once the project starts, the terms of this section will apply unless a written amendment is signed by both parties. Your continued use of the deliverables after delivery constitutes acceptance of the IP terms outlined here. We thank you for your trust and look forward to creating valuable intellectual property together.
In addition, you acknowledge that the Deliverables may contain elements that are similar to other works we have created or will create in the future, due to the nature of design and development. You agree not to claim exclusive rights to common design patterns, color schemes, layout structures, or functional features that are generic in the industry. Our assignment of rights is limited to the specific expression of the ideas in the Deliverables, not the underlying concepts. You also agree that we may use the skills, knowledge, and experience gained from your project in future projects, provided that we do not disclose your confidential information. This section is intended to be fair and balanced, recognizing the contributions of both parties. We value your trust and will always act in good faith regarding IP matters. If any ambiguity arises, we will work together to resolve it amicably. This IP framework is designed to foster creativity and innovation while protecting the legitimate interests of all parties involved. By proceeding, you confirm that you have read and understood these terms and agree to be bound by them.
Both parties acknowledge that during the course of the engagement, they may have access to confidential information of the other party. Confidential information includes, but is not limited to, business plans, financial data, technical specifications, trade secrets, client lists, marketing strategies, project plans, source code, design concepts, and any other information that is marked as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Each party agrees to hold the other's confidential information in strict confidence and to use it solely for the purpose of performing obligations under this agreement. Neither party shall disclose confidential information to any third party without the prior written consent of the disclosing party, except as required by law or court order. Each party shall take reasonable measures to protect the confidentiality of the other's information, using at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care. Confidential information may be disclosed to employees, subcontractors, or agents who have a legitimate need to know and who are bound by confidentiality obligations at least as restrictive as those in this section. Each party remains fully responsible for any breach of confidentiality by its representatives. 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 party's possession prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's confidential information; or (d) is disclosed by a third party who has the right to disclose it without restriction. If a party is required by law, regulation, or court order to disclose confidential information, it shall promptly notify the disclosing party and cooperate in seeking a protective order or other appropriate remedy. If such an order is not obtained, the disclosing party may disclose only the minimum information required by law. Upon termination of this agreement or upon the disclosing party's request, the receiving party shall promptly return or destroy all confidential information, including copies, and certify in writing that such return or destruction has been completed. However, each party may retain copies for archival, legal, or regulatory compliance purposes, subject to continued confidentiality obligations. The obligations of confidentiality shall survive the termination of this agreement for a period of five years, or indefinitely for trade secrets. Both parties agree that a breach of confidentiality could cause irreparable harm for which monetary damages would be inadequate. Therefore, the non-breaching party shall be entitled to seek injunctive relief without the need to post a bond, in addition to any other remedies available at law or equity. The parties agree to cooperate in any investigation of a suspected breach. Each party shall promptly notify the other if it becomes aware of any unauthorized disclosure or use of confidential information. The receiving party shall bear the cost of any remedial actions necessitated by its breach. This section does not prohibit the disclosure of confidential information to the extent necessary to enforce this agreement or to defend against a claim. The parties may also disclose confidential information to their legal counsel, accountants, and other professional advisors who are bound by confidentiality obligations. No party shall use the other's confidential information for its own benefit or to the detriment of the disclosing party. This confidentiality obligation applies to all forms of information, whether oral, written, or electronic. The parties agree to implement appropriate technical and organizational measures to safeguard confidential information. This includes encryption, access controls, and secure storage. Each party shall conduct regular security audits to ensure compliance. In the event of a data breach involving confidential information, the affected party shall notify the other within 48 hours and cooperate in mitigating the breach. The breaching party shall bear all costs associated with notification and remediation. This confidentiality section is in addition to any other agreements between the parties, such as a separate Non-Disclosure Agreement (NDA). In the event of any conflict, the stricter terms shall apply. The parties acknowledge that no confidential information is being transferred under this agreement; rather, it is being disclosed for a limited purpose. This section does not create any license or ownership rights in confidential information. All confidential information remains the property of the disclosing party. The receiving party shall not reverse engineer, decompile, or attempt to derive the source code of any software provided as confidential information. This section is governed by the laws of the People's Republic of China. Any disputes regarding confidentiality shall be resolved in accordance with the Governing Law section. By accepting these terms, you agree to be bound by these confidentiality obligations. We take confidentiality very seriously and expect the same from our clients. If you have any questions about what constitutes confidential information or how it should be handled, please contact us. We are committed to protecting your sensitive information and to maintaining your trust.
Furthermore, each party agrees to limit access to confidential information to those individuals who require it for the performance of this agreement. The receiving party shall maintain a list of all individuals who have access to confidential information and shall provide it to the disclosing party upon request. The receiving party shall ensure that all individuals with access are informed of the confidential nature of the information and are bound by confidentiality obligations. The receiving party shall not copy, reproduce, or distribute confidential information except as necessary to perform its obligations. All copies shall bear the same confidentiality markings as the original. If confidential information is stored electronically, the receiving party shall implement appropriate security measures, including firewalls, intrusion detection, and regular backups. The receiving party shall promptly notify the disclosing party of any security incident that may compromise confidential information. The parties agree to conduct periodic reviews of their confidentiality practices and to make improvements as needed. This section is intended to create a robust framework for protecting sensitive information. Both parties recognize that confidentiality is essential for a successful working relationship. By accepting these terms, you confirm your commitment to protecting our confidential information and your own. We look forward to a partnership built on trust and mutual respect.
This section specifically addresses the provision of design professional services by Prime Start, including but not limited to graphic design, web design, UI/UX design, branding, and illustration. These services are creative in nature and require a collaborative process between the client and our design team. The design process typically begins with a discovery phase where we gather information about your brand, target audience, goals, and preferences. You agree to provide us with comprehensive and accurate information during this phase, as the quality of the final design depends heavily on the quality of the input. Our designers will then create initial concepts or mood boards for your review. You agree to provide constructive and timely feedback on these concepts. We recommend that you consolidate feedback from all stakeholders before sharing it with us to avoid confusion and delays. We will incorporate your feedback into revised designs. The number of revision rounds included in your project will be specified in your proposal. Additional revisions beyond that may be billed at our hourly rate. We strive to achieve a design that meets your objectives, but we cannot guarantee that you will love every aspect of the design. Our goal is to create a professional, effective, and aesthetically pleasing result that aligns with your brand. You acknowledge that design is subjective, and that our designers exercise professional judgment in making creative decisions. If you request changes that we believe would compromise the design's effectiveness or integrity, we will discuss our concerns with you and propose alternatives. However, you have the final say on all design decisions. Once the design is finalized, we will prepare the final deliverables in the agreed formats. This may include source files (e.g., .ai, .psd, .fig, .sketch), web-ready assets (e.g., .png, .jpg, .svg), and any other formats specified in your proposal. We will provide you with a style guide or documentation if included in the scope. You are responsible for reviewing the final deliverables and confirming that they meet your requirements. Any changes requested after final approval may be treated as a new project or billed as additional work. We do not provide printing services, but we can prepare files for print according to your printer's specifications. You are responsible for verifying print-ready files with your printer before production. We are not liable for any printing errors or issues. For web design projects, we will create designs that are responsive and optimized for various devices and screen sizes. However, we cannot guarantee that the design will look identical on all browsers or devices due to differences in rendering engines. We will test designs on major browsers and devices as specified in your proposal. You acknowledge that web design is an evolving field, and that designs may need to be updated over time to remain current. We are not responsible for updating designs after delivery unless you purchase a maintenance package. Our design services are provided with a high level of professionalism and creativity. We stay current with industry trends and best practices, but we cannot guarantee that the design will achieve any specific business outcome, such as increased sales or user engagement. The success of the design depends on many factors beyond our control, including your content, marketing efforts, and target audience. You agree not to use our designs in any way that is illegal, unethical, or harmful. We reserve the right to refuse to create designs that we believe could be used for such purposes. If you request a design that incorporates third-party intellectual property (e.g., a logo similar to an existing trademark), you are responsible for ensuring that such use is lawful. We may require you to provide proof of permission or license before proceeding. We will not knowingly infringe on the intellectual property rights of others. If you provide us with a design brief or reference materials, we will use them as inspiration but will not copy them directly. All designs are original works created by our team. We retain the right to use the designs in our portfolio, as described in the Intellectual Property section. If you require complete confidentiality, please inform us in writing before the project begins. We may agree to a nondisclosure arrangement, which may involve an additional fee. Our design services are not a substitute for professional legal advice. If your design needs to comply with specific regulations (e.g., accessibility standards, FDA requirements), it is your responsibility to ensure compliance. We can provide guidance but not legal certification. We are committed to delivering high-quality design work that meets your needs. If you are unsatisfied with the design, we will work with you to address your concerns. However, we cannot guarantee that the final result will match your initial vision exactly, as the creative process involves exploration and iteration. By engaging our design services, you acknowledge that you have realistic expectations and that you value our professional expertise. We look forward to creating something beautiful and effective together.
In addition, our design services may include the creation of user interfaces for websites, mobile apps, or software. We follow user-centered design principles to create intuitive and accessible interfaces. However, we cannot guarantee that the interface will be usable by all individuals, including those with disabilities, unless specifically required by your project scope. Accessibility compliance (e.g., WCAG) is an additional service that must be explicitly included in your proposal. We will use industry-standard tools and methodologies to create high-fidelity mockups and prototypes. You will have the opportunity to interact with these prototypes and provide feedback. We recommend that you conduct user testing before finalizing the design, as we are not responsible for usability issues that arise after delivery. Our design services are intended for commercial use. You may not resell, redistribute, or sublicense the designs without our prior written consent, except as part of the overall product or service for which they were created. We retain the right to use the designs for self-promotion, as described in the Intellectual Property section. If you have any questions about the scope or process of our design services, please contact us before accepting these terms. We are happy to discuss your project in detail and to tailor our services to your specific needs. This section is meant to provide clarity and to set realistic expectations for our design collaboration. By proceeding, you confirm that you have read and understood these terms and agree to participate in the design process in good faith.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PRIME START (枝江市初仕商贸有限公司), ITS OFFICERS, DIRECTORS, EMPLOYEES, SUBCONTRACTORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, OR ANY OTHER COMMERCIAL OR ECONOMIC LOSSES, EVEN IF PRIME START HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND SHALL SURVIVE ANY FUNDAMENTAL BREACH OR FAILURE OF ESSENTIAL PURPOSE OF THIS AGREEMENT. THE TOTAL LIABILITY OF PRIME START FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO PRIME START UNDER THE SPECIFIC PROJECT AGREEMENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED US DOLLARS ($100), WHICHEVER IS GREATER. THIS IS A CUMULATIVE CAP, AND THE EXISTENCE OF MULTIPLE CLAIMS OR PARTIES SHALL NOT INCREASE THIS LIMIT. YOU ACKNOWLEDGE THAT THE FEES CHARGED BY PRIME START REFLECT THIS ALLOCATION OF RISK AND THAT THE LIMITATION OF LIABILITY IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. WITHOUT THIS LIMITATION, THE FEES WOULD BE SUBSTANTIALLY HIGHER. PRIME START SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM (A) YOUR USE OF THE DELIVERABLES IN A MANNER NOT INTENDED OR AUTHORIZED BY THIS AGREEMENT; (B) ANY MODIFICATIONS MADE TO THE DELIVERABLES BY YOU OR ANY THIRD PARTY; (C) ANY THIRD-PARTY SOFTWARE, HARDWARE, OR SERVICES USED IN CONNECTION WITH THE DELIVERABLES; (D) ANY CONTENT OR MATERIALS PROVIDED BY YOU; (E) ANY DELAYS OR FAILURES IN PERFORMANCE CAUSED BY EVENTS BEYOND PRIME START'S REASONABLE CONTROL; (F) ANY UNAUTHORIZED ACCESS TO OR USE OF YOUR DATA OR SYSTEMS; OR (G) ANY LOSS OR CORRUPTION OF DATA. YOU AGREE THAT ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES, OR SUCH CLAIM IS PERMANENTLY BARRED. THIS LIMITATION OF LIABILITY APPLIES NOTWITHSTANDING 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, PRIME START'S LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. THIS SECTION IS INTENDED TO BE AS BROAD AS POSSIBLE TO PROTECT PRIME START FROM FINANCIAL RUIN AND TO ENSURE THAT WE CAN CONTINUE TO PROVIDE AFFORDABLE SERVICES TO OUR CLIENTS. BY ACCEPTING THESE TERMS, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS LIMITATION OF LIABILITY AND AGREE TO BE BOUND BY IT. IF YOU ARE UNCOMFORTABLE WITH THIS ALLOCATION OF RISK, YOU SHOULD NOT USE OUR SERVICES. WE RECOMMEND THAT YOU OBTAIN INSURANCE TO COVER ANY POTENTIAL LOSSES THAT EXCEED THIS LIMITATION. THIS LIMITATION OF LIABILITY SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.
FURTHERMORE, PRIME START SHALL NOT BE LIABLE FOR ANY DAMAGES RESULTING FROM THE USE OR INABILITY TO USE THE DELIVERABLES, INCLUDING BUT NOT LIMITED TO ANY ERRORS, OMISSIONS, OR INACCURACIES IN THE DELIVERABLES. YOU ASSUME ALL RISK AND RESPONSIBILITY FOR THE SELECTION AND USE OF THE DELIVERABLES. PRIME START DOES NOT WARRANT THAT THE DELIVERABLES WILL MEET YOUR SPECIFIC REQUIREMENTS OR THAT THEY WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. THE DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PRIME START OR ITS REPRESENTATIVES SHALL CREATE A WARRANTY. THIS LIMITATION OF LIABILITY APPLIES TO ALL CLAIMS, WHETHER ARISING FROM BREACH OF CONTRACT, TORT, OR OTHERWISE. IN THE EVENT THAT ANY REMEDY PROVIDED HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE, THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL REMAIN IN FULL FORCE AND EFFECT. YOU AGREE THAT PRIME START IS NOT LIABLE FOR ANY ACTS OR OMISSIONS OF THIRD PARTIES, INCLUDING HOSTING PROVIDERS, PAYMENT PROCESSORS, OR SOFTWARE VENDORS. YOU FURTHER AGREE THAT PRIME START IS NOT LIABLE FOR ANY DAMAGES ARISING FROM FORCE MAJEURE EVENTS, INCLUDING BUT NOT LIMITED TO NATURAL DISASTERS, ACTS OF GOVERNMENT, WAR, TERRORISM, CIVIL UNREST, LABOR DISPUTES, OR INTERNET OUTAGES. THIS LIMITATION OF LIABILITY IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. WITHOUT THIS LIMITATION, PRIME START WOULD NOT BE ABLE TO PROVIDE THE SERVICES AT THE PRICES OFFERED. BY ACCEPTING THESE TERMS, YOU ACKNOWLEDGE THAT YOU HAVE HAD THE OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE REGARDING THIS SECTION. IF YOU DO NOT AGREE WITH THESE LIMITATIONS, YOUR SOLE REMEDY IS TO DISCONTINUE USE OF OUR SERVICES. THIS SECTION SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.
PRIME START PROVIDES ITS SERVICES AND DELIVERABLES 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, PRIME START EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER STATUTORY, EXPRESS, OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. PRIME START DOES NOT WARRANT THAT THE SERVICES OR DELIVERABLES WILL MEET YOUR SPECIFIC REQUIREMENTS, THAT THEY WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. PRIME START DOES NOT WARRANT THAT THE DELIVERABLES ARE COMPATIBLE WITH ANY PARTICULAR HARDWARE, SOFTWARE, OR SYSTEM CONFIGURATION. YOU ASSUME ALL RISK AND RESPONSIBILITY FOR THE SELECTION, USE, AND RESULTS OBTAINED FROM THE SERVICES AND DELIVERABLES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PRIME START OR ITS REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY. PRIME START DOES NOT WARRANT THAT THE DELIVERABLES ARE FREE FROM VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS. YOU ARE RESPONSIBLE FOR IMPLEMENTING APPROPRIATE SECURITY MEASURES AND FOR SCANNING THE DELIVERABLES FOR ANY MALICIOUS CODE. PRIME START DOES NOT WARRANT THAT THE DELIVERABLES WILL BE COMPATIBLE WITH FUTURE VERSIONS OF SOFTWARE, BROWSERS, OR OPERATING SYSTEMS. YOU ACKNOWLEDGE THAT TECHNOLOGY EVOLVES RAPIDLY AND THAT THE DELIVERABLES MAY NEED TO BE UPDATED OR MODIFIED OVER TIME. PRIME START DOES NOT WARRANT THAT THE SERVICES WILL BE AVAILABLE AT ALL TIMES OR THAT ACCESS WILL BE UNINTERRUPTED. WE MAY SUSPEND SERVICES FOR MAINTENANCE, UPGRADES, OR EMERGENCIES WITHOUT PRIOR NOTICE. PRIME START DOES NOT WARRANT THAT ANY CONTENT OR MATERIALS PROVIDED BY YOU OR THIRD PARTIES ARE ACCURATE, COMPLETE, OR LAWFUL. YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY AND LEGALITY OF YOUR CONTENT. PRIME START DOES NOT WARRANT THAT THE DELIVERABLES WILL COMPLY WITH ANY SPECIFIC LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO ACCESSIBILITY STANDARDS, DATA PROTECTION LAWS, OR INDUSTRY-SPECIFIC REQUIREMENTS. YOU ARE RESPONSIBLE FOR ENSURING COMPLIANCE. PRIME START DOES NOT WARRANT THAT THE DELIVERABLES WILL BE FREE FROM INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS. WHILE WE TAKE REASONABLE PRECAUTIONS TO AVOID INFRINGEMENT, WE CANNOT GUARANTEE THAT THE DELIVERABLES DO NOT INFRINGE THE RIGHTS OF THIRD PARTIES. YOU AGREE TO INDEMNIFY PRIME START AGAINST ANY CLAIMS OF INFRINGEMENT ARISING FROM YOUR USE OF THE DELIVERABLES. PRIME START DOES NOT WARRANT THAT ANY THIRD-PARTY SOFTWARE, PLUGINS, OR LIBRARIES INCLUDED IN THE DELIVERABLES WILL BE FREE FROM DEFECTS OR VULNERABILITIES. YOU ARE RESPONSIBLE FOR REVIEWING AND ACCEPTING THE TERMS OF ANY THIRD-PARTY LICENSES. PRIME START DOES NOT WARRANT THAT THE SERVICES WILL BE PERFORMED WITH ANY PARTICULAR LEVEL OF SKILL OR CARE, EXCEPT THAT WE WILL USE REASONABLE PROFESSIONAL EFFORTS. THIS DISCLAIMER APPLIES TO ALL SERVICES AND DELIVERABLES, WHETHER PROVIDED FREE OF CHARGE OR FOR A FEE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, PRIME START'S WARRANTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. THIS DISCLAIMER IS AN ESSENTIAL PART OF THIS AGREEMENT. WITHOUT THIS DISCLAIMER, THE FEES FOR SERVICES WOULD BE SUBSTANTIALLY HIGHER. BY ACCEPTING THESE TERMS, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS DISCLAIMER AND AGREE TO BE BOUND BY IT. IF YOU DO NOT AGREE WITH THIS DISCLAIMER, YOUR SOLE REMEDY IS TO DISCONTINUE USE OF OUR SERVICES. THIS DISCLAIMER SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.
FURTHERMORE, PRIME START DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS OR OMISSIONS OF THIRD PARTIES, INCLUDING BUT NOT LIMITED TO HOSTING PROVIDERS, PAYMENT PROCESSORS, DOMAIN REGISTRARS, AND SOFTWARE VENDORS. YOU AGREE THAT PRIME START IS NOT RESPONSIBLE FOR ANY DAMAGES ARISING FROM THE FAILURE OR MISCONDUCT OF SUCH THIRD PARTIES. PRIME START DISCLAIMS ANY LIABILITY FOR ANY LOSS OR DAMAGE ARISING FROM YOUR RELIANCE ON ANY INFORMATION OR MATERIALS OBTAINED THROUGH OUR SERVICES. YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY AND RELIABILITY OF ANY INFORMATION. PRIME START DISCLAIMS ANY LIABILITY FOR ANY LOSS OR DAMAGE ARISING FROM YOUR INABILITY TO ACCESS OR USE OUR SERVICES DUE TO TECHNICAL ISSUES, MAINTENANCE, OR FORCE MAJEURE EVENTS. PRIME START DISCLAIMS ANY LIABILITY FOR ANY LOSS OR DAMAGE ARISING FROM THE UNAUTHORIZED ACCESS TO OR USE OF YOUR DATA OR SYSTEMS, EXCEPT TO THE EXTENT CAUSED BY OUR GROSS NEGLIGENCE. PRIME START DISCLAIMS ANY LIABILITY FOR ANY LOSS OR DAMAGE ARISING FROM THE USE OF THE DELIVERABLES IN COMBINATION WITH OTHER PRODUCTS OR SERVICES. YOU ASSUME ALL RISK ASSOCIATED WITH SUCH COMBINATIONS. PRIME START DISCLAIMS ANY LIABILITY FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO COMPLY WITH YOUR RESPONSIBILITIES UNDER THIS AGREEMENT. THIS DISCLAIMER IS INTENDED TO BE AS BROAD AS POSSIBLE TO PROTECT PRIME START FROM UNFORESEEABLE CLAIMS. BY ACCEPTING THESE TERMS, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS DISCLAIMER AND AGREE TO BE BOUND BY IT. IF YOU HAVE ANY QUESTIONS ABOUT THE SCOPE OF THIS DISCLAIMER, PLEASE CONTACT US BEFORE ACCEPTING.
You agree to indemnify, defend, and hold harmless Prime Start (枝江市初仕商贸有限公司), its officers, directors, employees, subcontractors, and agents from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your use of the services or deliverables in violation of this agreement or any applicable law; (b) any content, materials, or information provided by you, including but not limited to claims of infringement of intellectual property rights, defamation, or violation of privacy rights; (c) any breach of your representations, warranties, or obligations under this agreement; (d) any dispute between you and a third party arising from your use of the services or deliverables; (e) any modification of the deliverables by you or any third party; (f) any failure by you to secure necessary permissions or licenses for content you provide; (g) any violation of data protection laws by you; (h) any negligent or wrongful act or omission by you or your employees, agents, or contractors; (i) any claim that your use of the deliverables infringes the rights of a third party, unless such infringement results directly from our breach of this agreement; and (j) any claim arising from your failure to pay taxes or fees. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with us in asserting any available defenses. You shall not settle any claim without our prior written consent if such settlement would impose any obligation on us or require us to admit liability. This indemnification obligation is in addition to any other remedies available to us at law or equity. You agree to reimburse us for any costs incurred in enforcing this indemnification provision. This section shall survive the termination or expiration of this agreement. If you are required to indemnify us, you shall do so promptly upon our request. We will provide you with reasonable notice of any claim and will cooperate in the defense. Your indemnification obligations apply regardless of whether the claim is based on contract, tort, or other legal theory. You acknowledge that this indemnification is a fundamental part of this agreement and that without it, we would not provide the services. By accepting these terms, you agree to be bound by this indemnification provision. If you have any questions about the scope of your indemnification obligations, please contact us before accepting. We recommend that you obtain appropriate insurance to cover potential indemnification claims.
Furthermore, you agree to indemnify us for any claims arising from the use of third-party materials incorporated into the deliverables at your request. If you ask us to use a specific font, image, plugin, or other third-party asset, you warrant that you have the right to use it and agree to indemnify us against any claims arising from its use. You also agree to indemnify us for any claims arising from your failure to maintain the confidentiality of your account credentials or other access information. This indemnification extends to claims made by your employees, contractors, or customers. You agree to indemnify us for any claims arising from your use of the deliverables in a manner that violates any law or regulation. This includes but is not limited to claims related to spam, unsolicited communications, or deceptive trade practices. You agree to indemnify us for any claims arising from your failure to provide accurate or complete information during the project. This indemnification is intended to be broad and to protect us from the consequences of your actions or omissions. We value our relationship with you and hope that no indemnification event occurs. However, we must protect ourselves from potential liabilities that are beyond our control. By accepting these terms, you acknowledge that you understand and agree to this indemnification obligation. If you are unsure about any aspect of this section, please seek legal advice before proceeding.
This agreement shall commence on the date you accept these terms or begin using our services, and shall continue until terminated by either party as provided herein. Either party may terminate this agreement at any time for any reason by providing 30 days' written notice to the other party. In the event of termination, you shall pay all fees and expenses incurred up to the effective date of termination, including any non-cancellable expenses or work-in-progress. Prime Start may terminate this agreement immediately without notice if you breach any material term of this agreement, including but not limited to failure to pay fees, violation of intellectual property rights, or breach of confidentiality. Upon termination for your breach, you shall remain liable for all fees due and we may retain any payments made as liquidated damages. We may also suspend or terminate your access to our services immediately if we believe that your use poses a security risk, violates the law, or could harm us or third parties. You may terminate this agreement for cause if we materially breach our obligations and fail to cure such breach within 30 days of receiving written notice from you. In such case, you shall be entitled to a refund of any prepaid fees for services not yet performed. Upon termination for any reason, you must immediately cease all use of our services and deliverables, except as expressly licensed in the Intellectual Property section. We will provide you with a final invoice for any outstanding amounts, which shall be due within 10 days. We reserve the right to withhold delivery of any work product until all outstanding fees are paid. Upon termination, each party shall return or destroy the other's confidential information, as provided in the Confidentiality section. The following sections shall survive termination: Intellectual Property (to the extent necessary to permit you to use the deliverables you have paid for), Confidentiality, Limitation of Liability, Disclaimer, Indemnification, Governing Law, and General Provisions. Termination does not relieve you of your obligation to pay any amounts due. We may also terminate this agreement if you become insolvent, file for bankruptcy, or are unable to pay your debts as they become due. In such event, all amounts owed shall become immediately due and payable. We reserve the right to terminate any project or engagement at our discretion if we determine that the project is not feasible, ethical, or within our area of expertise. In such case, we will refund any prepaid fees for services not yet performed. This section is intended to provide clear guidelines for ending the relationship in a fair and orderly manner. By accepting these terms, you acknowledge that you have read and understood the termination provisions. If you have any questions, please contact us before accepting. We hope that our relationship will be long and productive, but we recognize that circumstances may change. We will handle any termination professionally and respectfully.
In addition, if you terminate this agreement without cause, you forfeit any rights to work-in-progress that has not been delivered. We may, at our discretion, provide you with partial deliverables for an additional fee. If we terminate this agreement for your breach, you are not entitled to any refund, and we may pursue all legal remedies available. If we terminate this agreement for our convenience (other than due to your breach), we will refund any prepaid fees for services not yet performed. We will also provide you with all work product completed up to the date of termination, subject to payment of fees for that work. You agree that termination does not affect any accrued rights or obligations. We encourage open communication if you are considering termination. Often, issues can be resolved through discussion. If you are dissatisfied with our services, please contact us immediately so we can address your concerns. We are committed to client satisfaction and will do our best to resolve any issues. This termination section is designed to be fair to both parties. By accepting these terms, you agree to abide by these provisions.
This agreement and any disputes arising out of or relating to it, including but not limited to its formation, interpretation, breach, termination, or validity, 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 laws principles that would require the application of the laws of a different jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this agreement. Any legal action, suit, or proceeding arising out of or relating to this agreement shall be brought exclusively in the courts located in Yichang, Hubei, China, and each party hereby irrevocably submits to the personal jurisdiction of such courts. Each party waives any objection to venue or forum non conveniens. However, Prime Start may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information. The parties agree that a judgment rendered by such courts may be enforced in any jurisdiction. This choice of governing law is binding regardless of your location. If you are located in a jurisdiction that requires mandatory consumer protections, those protections shall apply to the extent they cannot be waived. However, the substantive law of China shall govern all other aspects of this agreement. The parties agree that any claim must be brought within one year after the cause of action accrues, or it shall be permanently barred. This limitation applies to the maximum extent permitted by law. The parties agree that the prevailing party in any legal proceeding shall be entitled to recover its reasonable legal fees and costs. This governing law provision is an essential part of this agreement. By accepting these terms, you acknowledge that you have read and understood this provision and agree to be bound by it. If you are uncomfortable with litigating in China, you should not use our services. We are based in China, and it is reasonable and fair for disputes to be resolved in our local courts. We are committed to resolving disputes amicably through negotiation before resorting to litigation. If a dispute arises, we will first attempt to resolve it through informal discussions. If that fails, we may agree to mediation before initiating legal proceedings. This section is intended to provide certainty and predictability in the event of a dispute. By accepting these terms, you consent to this governing law and jurisdiction.
Furthermore, you agree that any claims or disputes shall be resolved on an individual basis, and you waive any right to participate in a class action, consolidated action, or representative proceeding. This waiver applies to the maximum extent permitted by law. If this waiver is found to be unenforceable, then any class action shall be brought in the courts of Yichang, Hubei, China. The parties agree that the laws of China shall govern the interpretation and enforcement of this waiver. You acknowledge that this governing law provision is a material term of this agreement and that we would not provide services without it. By accepting these terms, you confirm that you have had the opportunity to seek independent legal advice regarding this provision. If you have any questions about the implications of this governing law clause, please contact us before accepting. We are confident that the Chinese legal system provides a fair and impartial forum for resolving disputes. We are committed to acting in good faith and to resolving any issues as efficiently as possible. This section shall survive the termination of this agreement.
This agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. No modification of this agreement shall be effective unless it is in writing and signed by both parties. Our failure to enforce any provision of this agreement shall not be deemed a waiver of such provision or any other provision. If any provision of this agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be reformed to the minimum extent necessary to make it enforceable. The section headings in this agreement are for convenience only and shall not affect the interpretation of any provision. This agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures, including click-wrap acceptance, shall be deemed original signatures for all purposes. The parties agree that this agreement may be stored and reproduced electronically for evidentiary purposes. No partnership, joint venture, agency, or employment relationship is created by this agreement. Neither party has the authority to bind the other or to incur obligations on the other's behalf. All notices under this agreement shall be in writing and shall be deemed given when delivered personally, sent by email (with confirmation of receipt), or sent by overnight courier or registered mail to the addresses set forth in this agreement. Either party may change its contact information by providing written notice to the other. This agreement may be assigned by Prime Start to any successor in interest or affiliate without your consent. You may not assign this agreement without our prior written consent. Any attempted assignment in violation of this provision shall be null and void. This agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns. The parties acknowledge that they have had the opportunity to negotiate this agreement and that any rule of construction that ambiguities are resolved against the drafter shall not apply. This agreement is written in English, and any translations are for convenience only. The English version shall prevail in the event of any inconsistency. The parties agree that any electronic records of this agreement maintained by Prime Start shall be admissible as evidence in any legal proceeding. This agreement does not create any third-party beneficiary rights. The parties agree to comply with all applicable export control and sanctions laws. The parties agree that this agreement shall be interpreted in a manner that is consistent with the parties' intent to create a legally binding and enforceable contract. By accepting these terms, you acknowledge that you have read and understood each provision and agree to be bound by them. If you have any questions about these general provisions, please contact us before accepting. We are committed to a transparent and fair contractual relationship. This section is intended to cover standard legal boilerplate that ensures the smooth operation of the agreement. We thank you for your attention and look forward to a successful partnership.
Furthermore, the parties agree that any waiver of a breach of any provision of this agreement shall not be construed as a waiver of any subsequent breach. No single or partial exercise of any right or remedy shall preclude any other or further exercise thereof. The rights and remedies provided in this agreement are cumulative and not exclusive of any rights or remedies provided by law. This agreement may be amended only by a written document signed by both parties. We reserve the right to update these terms from time to time, and your continued use of our services after such updates constitutes acceptance. We will notify you of material changes via email or a prominent notice on our website. It is your responsibility to review the terms periodically. This agreement is personal to you, and you may not delegate your duties without our consent. We may use subcontractors to perform services, but we remain responsible for their performance. The parties agree that this agreement shall be interpreted in accordance with its plain meaning, and no extrinsic evidence shall be used to alter its terms. This agreement may be signed in multiple counterparts, each of which shall be deemed an original. The parties agree that this agreement is legally binding and enforceable. By accepting these terms, you confirm that you have the legal capacity to enter into this agreement. If you are accepting on behalf of an entity, you represent that you have the authority to do so. We reserve the right to request proof of authority. This general provisions section is designed to ensure that the agreement operates smoothly and that any legal issues are addressed. We encourage you to read this section carefully. If you have any questions, please contact us. We are here to help and to ensure that our relationship is built on a solid legal foundation. Thank you for choosing Prime Start.
If you have any questions, concerns, or comments regarding these Terms of Service, or if you need to provide any notice under this agreement, please contact us using the following information. We are committed to responding to all inquiries promptly and professionally. For general inquiries, support, or project discussions, you may reach us by email at service@primestart.mom. We strive to respond to emails within 24 business hours. For urgent matters, you may call us at +1 (970) 507-7726 during our business hours. Please note that phone calls may be recorded for quality and training purposes. Our physical address is 枝江市董市镇双湖村一组186号一楼(自主申报), Yichang - 443000, China (CN). If you need to send physical mail or legal notices, please use this address. We recommend using certified mail or a courier service with tracking for important documents. You may also contact us through our website at https://www.primestart.mom by using the contact form or live chat feature (if available). We will make every effort to address your concerns in a timely and fair manner. If you have a complaint or dispute, we encourage you to contact us first so that we can attempt to resolve it amicably. We value your feedback and use it to improve our services. Please include your name, contact information, and a detailed description of your issue when contacting us. We will acknowledge receipt of your communication within three business days. This contact information may be updated from time to time, and the most current version will be posted on our website. By accepting these terms, you agree that any notices you send to us shall be deemed effective only if sent to the contact information provided in this section. We are here to serve you and to ensure that your experience with Prime Start is positive. Do not hesitate to reach out with any questions or concerns. We look forward to hearing from you and to building a successful working relationship. Thank you for your trust and for choosing Prime Start for your design and development needs.
Additionally, if you have any questions regarding your rights under these terms, or if you need to request a copy of this agreement, please contact us. We will provide you with a copy within a reasonable time. We are committed to transparency and to ensuring that you have all the information you need. Our team is available to assist you with any inquiries. We believe that open communication is the foundation of a successful partnership. Please do not hesitate to contact us. We are here to help.