Terms of Service

These Terms of Service constitute a legally binding agreement between you (whether personally or on behalf of an entity) and Hefei Nilian Network Technology Co., Ltd., doing business as Lotus Flip, with its registered office at Room 701, Building 5, Jinyuan Yayuan, Intersection of Changjiang East Road No. 115 and Langxi Road, Yaohai District, Hefei City, Anhui Province, 230000, China (hereafter referred to as Lotus Flip, we, us, or our). These Terms govern your access to and use of the lotusflip.mom website and any related services, including our computer systems design and integrated systems design services.

By accessing or using our website or services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our website or services.

1. Definitions

For the purposes of these Terms:

2. Acceptance of Terms

By accessing our Website, you represent that you are at least 18 years of age and have the legal capacity to enter into these Terms. If you are accessing the Website or using the Services on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

3. Services and Engagement

3.1 Scope of Services

The specific scope, deliverables, timeline, fees, and payment terms for any Services engagement shall be defined in a mutually executed Statement of Work. Each SOW is governed by and incorporated into these Terms. In the event of a conflict between these Terms and an SOW, the SOW shall prevail with respect to that specific engagement.

3.2 Client Responsibilities

To enable us to perform the Services effectively, you agree to:

3.3 Change Orders

Either party may propose changes to the scope of an SOW. Any change that affects scope, timeline, or fees requires a written change order signed by both parties before implementation.

4. Intellectual Property

4.1 Pre-Existing IP

Each party retains all right, title, and interest in and to its pre-existing intellectual property. Lotus Flip retains ownership of its proprietary tools, frameworks, libraries, methodologies, and know-how developed prior to or independently of the engagement.

4.2 Project Deliverables

Unless otherwise specified in the applicable SOW, upon full payment of all fees due for a project, Lotus Flip assigns to the Client all right, title, and interest in and to the Deliverables created specifically for that project. Lotus Flip retains a non-exclusive, royalty-free license to use general techniques, ideas, and know-how gained during the performance of the Services.

4.3 Open Source Software

Deliverables may incorporate open source software components governed by their respective licenses. Nothing in these Terms restricts your rights under applicable open source licenses.

5. Confidentiality

Each party agrees to maintain in confidence all non-public information disclosed by the other party (Confidential Information) and to use such Confidential Information solely for the purpose of performing obligations or exercising rights under these Terms. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known by the receiving party prior to disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

These confidentiality obligations survive termination of these Terms for a period of three (3) years, or indefinitely for trade secrets.

6. Fees and Payment

Fees for Services shall be set forth in the applicable SOW. Unless otherwise specified:

7. Warranties and Disclaimers

7.1 Service Warranty

Lotus Flip warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. For a period of thirty (30) days following delivery of any Deliverable, we will remedy any material non-conformity with the applicable SOW specifications at no additional charge, provided you notify us in writing within that period.

7.2 Disclaimer

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES AND DELIVERABLES ARE PROVIDED ON AN AS-IS BASIS, AND LOTUS FLIP DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LOTUS FLIP DOES NOT WARRANT THAT THE SERVICES OR DELIVERABLES WILL BE ERROR-FREE, UNINTERRUPTED, OR MEET ALL OF YOUR REQUIREMENTS.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LOTUS FLIP BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

LOTUS FLIP'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO LOTUS FLIP UNDER THE APPLICABLE SOW DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

9. Indemnification

You agree to indemnify, defend, and hold harmless Lotus Flip and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Website or Services; (b) your violation of these Terms; (c) your violation of any third-party right, including intellectual property or privacy rights; or (d) any claim that materials or information you provided to us infringe a third party's rights.

10. Term and Termination

These Terms remain in effect until terminated by either party. Either party may terminate an SOW upon thirty (30) days written notice if the other party materially breaches these Terms or the SOW and fails to cure such breach within the notice period. We may terminate immediately upon written notice if you fail to pay fees when due.

Upon termination, you shall pay all fees accrued through the effective date of termination. Provisions regarding confidentiality, intellectual property, limitation of liability, and any other provisions that by their nature should survive termination shall survive.

11. Website Use

11.1 Acceptable Use

You agree not to:

11.2 Website Content

All content on the Website, including text, graphics, logos, and images, is owned by or licensed to Lotus Flip and is protected by intellectual property laws. You may view and print content for your personal, non-commercial use only. Any other use requires our prior written consent.

12. Third-Party Services

Our Website or Services may integrate with or reference third-party products, services, or websites. We do not endorse and are not responsible for the content, accuracy, or practices of any third-party services. Your use of third-party services is at your own risk and subject to the terms of those services.

13. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the People's Republic of China, without regard to its conflict of law provisions. Any dispute, controversy, or claim arising out of or relating to these Terms shall first be attempted to be resolved through good-faith negotiations between the parties. If the dispute cannot be resolved within thirty (30) days, either party may submit the dispute to the competent courts of Hefei City, Anhui Province, China.

14. General Provisions

15. Contact Information

For questions about these Terms of Service, please contact:

Hefei Nilian Network Technology Co., Ltd.
Room 701, Building 5, Jinyuan Yayuan
Intersection of Changjiang East Road No. 115 and Langxi Road
Yaohai District, Hefei City, Anhui Province, 230000
China

Email: support@lotusflip.mom
Phone: +1 (262) 699-2492