Terms of Service
Effective Date: August 6, 20261. Acceptance of Terms
These Terms of Service (the Terms) constitute a legally binding agreement between you (the User, you, or your) and Night Tears (the Developer, we, us, or our), operating as the technology services division of Zhijiang Yewei Lei Trading Co., Ltd., a company duly registered at No. 178, Chang an Avenue, Gujiadian Town, Zhijiang 443000, China. By accessing, browsing, or using the website located at https://www.nighttears.lat (the Website), or by engaging with any of the computer systems design, technical consulting, custom software development, managed systems operations, or related professional services offered by Night Tears (collectively, the Services), you affirm that you have read, understood, and agree to be bound by these Terms in their entirety. If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and in such case the references to you or your shall include that entity.
Your use of the Website and Services is expressly conditioned upon your acceptance of these Terms as they exist at the time of each use. If you do not agree with any provision of these Terms, you must immediately cease using the Website and Services and refrain from accessing them in the future. We reserve the right to verify compliance with these Terms and to take appropriate action, including the suspension or termination of access, for any violation. These Terms apply to all visitors, users, clients, and any other persons who access or use the Website or Services, regardless of whether they have registered an account, submitted an inquiry, or entered into a separate written agreement with Night Tears. Your continued use of the Website following the posting of any changes to these Terms constitutes your acceptance of those changes, as described further in the Changes to These Terms section below.
2. Description of Services
Night Tears provides professional computer systems design and related services within the field of Computer Integrated Systems Design, operating under the trade and regulatory framework of Zhijiang Yewei Lei Trading Co., Ltd. Our service offerings include, but are not limited to, systems architecture and integration, technical consulting and advisory services, custom software design and development, managed systems operations and maintenance, infrastructure assessment and optimization, data systems engineering, cybersecurity posture evaluation, and technology strategy formulation for enterprise clients. The precise scope, deliverables, timeline, and fees for any particular engagement are established through a separate statement of work, service agreement, master services agreement, or other mutually executed written instrument (the Client Agreement) between Night Tears and the client organization.
The descriptions of services presented on our Website are provided for general informational purposes only and do not constitute a binding offer to perform any specific service. We make no representation that any particular service description is complete, current, or error-free, and we reserve the right to modify, suspend, or discontinue any service offering at any time without prior notice. The availability of a service may depend on factors including, but not limited to, your geographic location, the nature and complexity of your technical requirements, our current capacity and resourcing, and applicable regulatory constraints. We do not warrant that any service described on the Website will be available at the time you seek to engage us, nor that the service will be suitable for your particular needs without a thorough discovery and assessment process conducted as part of a formal Client Agreement. Any reliance you place on service descriptions presented on the Website is at your own discretion and risk.
3. Website Use
Subject to your compliance with these Terms, Night Tears grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the Website solely for your personal or internal business purposes and solely in the manner permitted by these Terms. This license does not include any right to copy, modify, reproduce, distribute, display, perform, publish, license, create derivative works from, transfer, or sell any content, information, software, products, or services obtained from the Website, except as expressly provided in these Terms or as otherwise agreed in writing by Night Tears. Any unauthorized use of the Website, including any use that interferes with the proper functioning of the Website or that imposes an unreasonable or disproportionately large load on our infrastructure, is strictly prohibited and may result in the immediate termination of your right to access the Website.
You agree to use the Website only for lawful purposes and in accordance with all applicable international, national, and local laws, statutes, ordinances, regulations, and codes of practice. You shall not use the Website in any manner that could damage, disable, overburden, or impair the Website or interfere with the use and enjoyment of the Website by any other party. You shall not attempt to gain unauthorized access to any portion or feature of the Website, to any other systems or networks connected to the Website or to any of our servers, or to any of the services offered on or through the Website, by hacking, password mining, or any other illegitimate means. You shall not probe, scan, or test the vulnerability of the Website or any network connected to the Website, nor breach the security or authentication measures on the Website or any network connected to the Website. We retain the right, at our sole discretion, to deny access to the Website to anyone at any time and for any reason, including for violation of these Terms.
4. Accounts and Registration
Access to certain areas of the Website or specific features of the Services may require you to create an account and register with us. When you create an account, you agree to provide accurate, current, and complete information about yourself or your organization as prompted by the registration form, and to maintain and promptly update that information to keep it accurate, current, and complete. You acknowledge that the provision of false, misleading, or incomplete information constitutes a breach of these Terms and may result in the immediate suspension or termination of your account and your access to the Services. We reserve the right to refuse registration of, or to cancel, any account at our sole discretion at any time and for any lawful reason.
You are solely responsible for maintaining the confidentiality of your account credentials, including your username and password, and for all activities that occur under your account. You agree to notify Night Tears immediately of any unauthorized use of your account or any other breach of security of which you become aware. We shall not be liable for any loss or damage arising from your failure to comply with the obligations set forth in this section. You may not use the account of another user at any time without the express permission of the account holder and of Night Tears. You may not transfer your account to any other person or entity. If you are accessing the Services on behalf of an organization, you acknowledge that Night Tears may hold the organization responsible for the conduct of all individuals who access the Services through accounts associated with that organization, and that the organization shall be jointly and severally liable for any breach of these Terms by those individuals.
5. Intellectual Property Rights
5.1 Ownership of Website Content
All content, materials, and features available on or through the Website, including but not limited to text, graphics, logos, button icons, images, audio clips, video clips, data compilations, software, code, scripts, design elements, layouts, interfaces, and the overall look and feel of the Website (collectively, the Website Content), are owned by Night Tears, Zhijiang Yewei Lei Trading Co., Ltd., its licensors, or its content suppliers, and are protected under the copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws of the People Republic of China, the United States, and applicable international treaties. The compilation of all content on the Website is the exclusive property of Night Tears and is likewise protected by applicable intellectual property laws. No right, title, or interest in or to the Website or any Website Content is transferred to you by virtue of these Terms or your use of the Website, and all rights not expressly granted herein are reserved by Night Tears.
You may view, download, and print pages from the Website for your own personal or internal business 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 any Website Content for any commercial purpose without the express prior written consent of Night Tears. You must not use any illustrations, photographs, video or audio sequences, or any graphics separately from any accompanying text. You must not remove, obscure, or alter any copyright, trademark, or other proprietary rights notices affixed to or contained within any Website Content. Our status as the authors of content on the Website must always be acknowledged where content is referenced or quoted in a manner permitted by these Terms.
5.2 Trademarks
The name Night Tears, the Night Tears logo, the tagline Computer Integrated Systems Design and Professional Technical Services, and all related names, logos, product and service names, designs, and slogans displayed on the Website are trademarks or registered trademarks of Night Tears, Zhijiang Yewei Lei Trading Co., Ltd., or its affiliates or licensors in the People Republic of China, the United States, and other jurisdictions. You must not use such marks without the prior written permission of Night Tears. All other names, logos, product and service names, designs, and slogans that appear on the Website are the trademarks of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Night Tears. Any use by you of such third-party marks is governed by the terms and policies of the respective trademark owners, and we make no representation or warranty regarding your right to use any such mark.
You agree not to challenge, contest, or otherwise call into question the validity, ownership, or enforceability of any trademark, service mark, trade name, or trade dress owned or used by Night Tears or Zhijiang Yewei Lei Trading Co., Ltd. You further agree not to register, use, or attempt to register or use any trademark, service mark, domain name, trade name, or other designation that is confusingly similar to, or that incorporates, any mark belonging to Night Tears or its affiliated entities. Any goodwill arising from your use of our marks, if expressly authorized, shall inure solely to the benefit of Night Tears and its licensors.
5.3 User-Generated Content and Feedback
If you submit, upload, post, transmit, or otherwise make available any content, including but not limited to comments, suggestions, ideas, reviews, proposals, or other materials (User Content), whether through the Website, via email, or through any other communication channel, you grant Night Tears a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully paid-up, sublicensable, and transferable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display, and otherwise exploit such User Content, in whole or in part, in any form, medium, or technology now known or later developed, for any purpose related to the operation, promotion, and improvement of the Website and Services, without any obligation to compensate you or to obtain your further consent. You represent and warrant that you own or have the necessary rights, licenses, consents, and permissions to grant this license for all User Content you submit, and that such User Content does not and will not infringe, misappropriate, or violate the intellectual property rights, privacy rights, publicity rights, or any other rights of any third party.
You acknowledge that any ideas, suggestions, proposals, or feedback you provide regarding the Website, the Services, or the business of Night Tears (Feedback) are entirely voluntary, and we shall have the unrestricted right to use and exploit such Feedback for any purpose, commercial or otherwise, without any obligation to compensate you, to attribute the Feedback to you, or to keep the Feedback confidential. You agree that we are under no obligation to review, evaluate, or implement any Feedback, and that we shall not be liable for any similarities between the Feedback and any future products, services, or operations of Night Tears or Zhijiang Yewei Lei Trading Co., Ltd. You hereby waive, and agree not to assert, any moral rights or similar rights you may have in any User Content or Feedback, to the fullest extent permitted by applicable law.
6. Acceptable Use Policy
You agree that your use of the Website and Services shall at all times comply with this Acceptable Use Policy and with all applicable laws, regulations, and industry standards. You shall not use the Website or Services, or encourage, promote, facilitate, or instruct others to use the Website or Services, for any purpose or in any manner that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of the privacy of another, hateful, or otherwise objectionable. You shall not use the Website or Services to transmit, distribute, or store any material that contains software viruses, worms, Trojan horses, ransomware, spyware, adware, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment.
In addition to the general prohibitions stated above, you specifically agree that you shall not engage in any of the following activities: sending unsolicited commercial communications (spam) through or in connection with the Website or Services; impersonating any person or entity, or falsely stating or otherwise misrepresenting your affiliation with a person or entity; forging headers or otherwise manipulating identifiers in order to disguise the origin of any content transmitted through the Services; interfering with or disrupting the Website, the Services, or servers or networks connected to the Website or Services; violating the security of any computer network, or cracking passwords or security encryption codes; harvesting, scraping, or otherwise collecting information about others, including email addresses, without their consent; engaging in any activity that infringes or misappropriates the intellectual property rights of others; or violating any applicable local, state, national, or international law, including any regulations having the force of law. We reserve the right to investigate and prosecute violations of this Acceptable Use Policy to the fullest extent permitted by law and to cooperate with law enforcement authorities in the investigation and prosecution of any illegal conduct related to the use of the Website or Services.
7. Confidentiality
In the course of using the Website and engaging with the Services, you may receive or become aware of information that is confidential and proprietary to Night Tears, Zhijiang Yewei Lei Trading Co., Ltd., its affiliates, or its clients. For the purposes of these Terms, Confidential Information means any non-public information, whether in written, oral, electronic, or other form, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of its disclosure. Confidential Information includes, without limitation, technical data, trade secrets, know-how, research, product plans, software designs, specifications, algorithms, source code, object code, business strategies, financial data, pricing information, customer and supplier lists, and any information regarding the business operations and systems architecture of Night Tears or its clients that is not generally known to the public.
You agree to hold all Confidential Information in strict confidence and not to disclose, publish, reproduce, distribute, or use Confidential Information for any purpose other than as expressly permitted by these Terms or by a separate written agreement with Night Tears. You shall use at least the same degree of care to protect Confidential Information as you use to protect your own confidential information of a similar nature, but in no event less than a reasonable degree of care. These obligations of confidentiality shall survive the termination or expiration of these Terms and shall continue indefinitely for trade secrets and for a period of five (5) years for all other Confidential Information, unless a longer period is required by applicable law. Upon termination of your relationship with Night Tears, or upon our request at any time, you shall promptly return or, at our option, destroy all copies of Confidential Information in your possession or control and certify such return or destruction in writing. The obligations set forth in this section shall not apply to information that you can demonstrate by competent written evidence was already known to you without restriction at the time of disclosure, was or becomes publicly known through no wrongful act of yours, was rightfully received by you from a third party without restriction, or was independently developed by you without reference to or use of the Confidential Information.
8. Disclaimers and Warranties
THE WEBSITE AND ALL SERVICES, CONTENT, MATERIALS, INFORMATION, PRODUCTS, AND SOFTWARE INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE WEBSITE ARE PROVIDED BY NIGHT TEARS ON AN AS IS AND AS AVAILABLE BASIS, UNLESS OTHERWISE SPECIFIED IN A SEPARATE WRITTEN AGREEMENT. NIGHT TEARS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEBSITE OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS, SERVICES, OR SOFTWARE INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE WEBSITE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NIGHT TEARS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT.
Without limiting the generality of the foregoing, Night Tears does not warrant that the Website or the Services will be uninterrupted, timely, secure, error-free, or free from viruses or other harmful components; that any defects or errors in the Website or Services will be corrected; that the Website, the Services, or the server that makes them available are free of viruses or other harmful components; or that the results that may be obtained from the use of the Website or Services will be accurate, reliable, or satisfactory. Night Tears does not warrant or make any representations regarding the use or the results of the use of the Website or Services in terms of their correctness, accuracy, reliability, or completeness. You assume total responsibility and risk for your use of the Website and Services and for your reliance on any information obtained through the Website. No advice or information, whether oral or written, obtained by you from Night Tears or through the Website or Services shall create any warranty not expressly stated in these Terms. Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights, so the above exclusions and limitations may not apply to you in whole or in part. In such jurisdictions, the scope and duration of any warranty and the extent of our liability shall be the minimum permitted under applicable law.
9. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NIGHT TEARS, ZHIJIANG YEWEI LEI TRADING CO., LTD., OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SUPPLIERS, SUCCESSORS, OR ASSIGNS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE WEBSITE, THE SERVICES, OR THE USE OF OR INABILITY TO USE THE WEBSITE OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF NIGHT TEARS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF NIGHT TEARS, ZHIJIANG YEWEI LEI TRADING CO., LTD., AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SUPPLIERS, SUCCESSORS, AND ASSIGNS FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE WEBSITE, OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO NIGHT TEARS DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED UNITED STATES DOLLARS (USD 100.00). THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT. THIS LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND NIGHT TEARS. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR FRAUD, FRAUDULENT MISREPRESENTATION, DEATH, OR PERSONAL INJURY CAUSED BY NEGLIGENCE.
10. Indemnification
You agree to defend, indemnify, and hold harmless Night Tears, Zhijiang Yewei Lei Trading Co., Ltd., and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable legal fees and court costs) arising out of or related to: (a) your use of, or inability to use, the Website or Services; (b) your violation of any provision of these Terms or of any applicable law, rule, or regulation; (c) your violation of any right of any third party, including but not limited to any intellectual property right, publicity right, privacy right, confidentiality obligation, or proprietary right; (d) any User Content you submit, post, transmit, or otherwise make available through the Website or Services; (e) any misrepresentation made by you in connection with your use of the Website or Services; or (f) any claim that your User Content caused damage to a third party. Night Tears reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate fully with Night Tears in asserting any available defenses.
You shall not settle any claim or action that is subject to indemnification under this section without the prior written consent of Night Tears, such consent not to be unreasonably withheld, conditioned, or delayed. This indemnification obligation shall survive the termination or expiration of these Terms and the cessation of your use of the Website and Services. The indemnification provided in this section is in addition to, and not in lieu of, any other indemnification or remedies that Night Tears may have under these Terms, at law, or in equity. If any claim is brought against Night Tears that is subject to your indemnification obligations under this section, you shall promptly reimburse Night Tears for all reasonable costs and expenses (including legal fees) incurred by Night Tears in connection with such claim, regardless of whether Night Tears assumes its own defense of the claim. Your obligations under this section are not contingent on Night Tears providing you with notice of any claim, although we shall use reasonable efforts to notify you of any claim that may be subject to indemnification hereunder.
11. Third-Party Links and Resources
The Website and Services may contain links to third-party websites, services, or resources that are not owned or controlled by Night Tears or Zhijiang Yewei Lei Trading Co., Ltd. These links are provided solely as a convenience to you and do not constitute or imply an endorsement, sponsorship, or recommendation by Night Tears of the third party, the content of the third-party website, or any products or services offered by or through that third party. We have no control over, and assume no responsibility for, the content, privacy policies, terms of service, or practices of any third-party websites, services, or resources. You acknowledge and agree that Night Tears shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such third-party websites, services, or resources.
You further acknowledge that the inclusion of any third-party link on the Website does not imply that Night Tears has any association with the operator of that linked website or service, that Night Tears has any knowledge of the business practices or data handling policies of that operator, or that Night Tears makes any representation as to the accuracy, quality, safety, or suitability of the content, products, or services found on that website. When you click on a link to a third-party website or service, you leave the Website and are subject to the terms and policies of that third-party site, which may differ materially from these Terms and from the privacy policy of Night Tears. We strongly encourage you to review the terms of service and privacy policy of every website you visit. Any dealings you have with third parties found through the Website or Services, including payment for and delivery of goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and the relevant third party. We shall not be a party to, or in any way responsible for, any such dealings.
12. Termination
These Terms shall remain in full force and effect for as long as you access or use the Website or Services. Night Tears reserves the right, in its sole discretion and without prior notice, to suspend, restrict, or terminate your access to the Website and Services, to terminate or delete your account and any associated User Content, and to prohibit your future access to the Website and Services, for any reason or for no reason at all, including without limitation for your actual or suspected breach of these Terms, your violation of any applicable law or regulation, your engagement in conduct that Night Tears deems, in its sole determination, to be harmful to the interests of Night Tears, its affiliates, its clients, or any third party, or your prolonged inactivity with respect to an account. You may terminate these Terms at any time by ceasing all use of the Website and Services and, where applicable, closing your account through the account management interface or by contacting Night Tears with a written request to terminate your account.
Upon termination of these Terms for any reason: (a) all rights and licenses granted to you under these Terms shall immediately cease and terminate; (b) you shall immediately cease all use of the Website and Services; (c) you shall immediately destroy or delete all copies of any content, materials, or Confidential Information obtained through the Website or Services that are in your possession or under your control; and (d) any provisions of these Terms that by their nature should survive termination shall survive, including without limitation the provisions concerning intellectual property rights, confidentiality, disclaimers, limitations of liability, indemnification, governing law, dispute resolution, and general provisions. Termination of these Terms shall not relieve you of any obligation to pay any fees or other amounts that have accrued or become payable before the date of termination, nor shall it limit any other remedies that Night Tears may have at law or in equity. If your access to the Services is terminated due to your breach of these Terms, you shall not be entitled to any refund of any prepaid fees or charges, to the extent applicable.
13. Governing Law and Jurisdiction
These Terms and any dispute, controversy, claim, or legal action arising out of or relating to these Terms, the Website, the Services, or the relationship between you and Night Tears shall be governed by and construed in accordance with the laws of the People Republic of China, without giving effect to any conflict of laws principles that would result in 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 these Terms. You agree that any legal action or proceeding of any nature arising out of or relating to these Terms shall be brought exclusively in the competent courts located in Zhijiang, Hubei Province, the People Republic of China, and you hereby irrevocably consent and submit to the personal jurisdiction and venue of such courts, waiving any objection that you might otherwise have to the convenience of that forum or to the exercise of jurisdiction over you by such courts.
Notwithstanding the foregoing, you acknowledge and agree that any violation or threatened violation by you of the provisions of these Terms concerning the intellectual property rights or Confidential Information of Night Tears would cause irreparable harm that could not be adequately compensated by monetary damages. Accordingly, in addition to any other remedies available at law or in equity, Night Tears shall be entitled to seek injunctive relief, specific performance, or other equitable remedies in any court of competent jurisdiction, without the necessity of proving actual damages or posting any bond or other security, to prevent or restrain any actual or threatened breach of those provisions. This remedy shall be cumulative and not exclusive, and Night Tears may seek such relief without waiving any right to seek damages or any other remedy available under these Terms or at law.
14. Dispute Resolution
Night Tears values its relationships with clients and users and is committed to resolving disputes in a fair, efficient, and professional manner. Before initiating any formal legal proceedings, you agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms, the Website, or the Services (a Dispute) informally by contacting Night Tears through the contact information provided in these Terms and engaging in good faith negotiations for a period of at least thirty (30) calendar days. During this period, both parties shall make reasonable efforts to meet and confer, whether in person, by telephone, or through written correspondence, to achieve an amicable resolution of the Dispute. If the Dispute is not resolved through such informal negotiations within the thirty-day period, either party may proceed to pursue resolution through formal legal channels, subject to the governing law and jurisdiction provisions set forth in these Terms.
In the event that informal resolution is unsuccessful, you and Night Tears agree to submit the Dispute to binding arbitration administered by the China International Economic and Trade Arbitration Commission (CIETAC) in accordance with its arbitration rules in effect at the time of the arbitration, except as modified by this section. The arbitration shall be conducted in Zhijiang, Hubei Province, the People Republic of China, or at such other location as the parties may mutually agree. The arbitration shall be conducted in the English language by a single arbitrator mutually selected by the parties, or if the parties cannot agree on an arbitrator within thirty (30) days of the filing of the arbitration, by an arbitrator appointed by CIETAC in accordance with its rules. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an award of costs and legal fees to the prevailing party. The arbitration proceedings and all related documents, testimony, and evidence shall be maintained as confidential to the fullest extent permitted by law. The arbitrator shall issue a reasoned written decision. Any arbitration award shall be final and binding on the parties and may be entered and enforced in any court having jurisdiction. Nothing in this section shall preclude either party from seeking injunctive or other equitable relief from a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual property rights or Confidential Information, or from bringing an individual action in small claims court to the extent the claim qualifies for adjudication in that forum.
15. Changes to These Terms
We reserve the right, in our sole discretion, to modify, amend, supplement, or replace these Terms at any time and from time to time. When we make material changes, we will post the revised Terms on this page and update the effective date displayed at the top of the Terms. We may also, at our discretion, provide additional notice of material changes through one or more of the following methods: posting a prominent announcement on the Website, sending an email notification to the email address associated with your account, or displaying a notice within the account interface upon your next login. It is your responsibility to review these Terms periodically for changes and to ensure that you are familiar with the most current version.
Any changes to these Terms shall become effective immediately upon posting, unless we indicate otherwise. Your continued use of the Website or Services after the effective date of any revised Terms constitutes your acceptance of and agreement to be bound by the revised Terms. If you do not agree to the revised Terms, you must immediately cease using the Website and Services and, where applicable, close your account. No modification to these Terms proposed by you, whether in a purchase order, acknowledgment, or other communication, shall be binding on Night Tears unless expressly agreed to in writing by an authorized representative of Night Tears. We recommend that you print or save a copy of these Terms each time they are updated for your records.
16. Notices
All notices, requests, consents, claims, demands, waivers, and other communications required or permitted under these Terms (Notices) shall be in writing. Notices to Night Tears shall be delivered to the contact address set forth in the Contact Information section below and shall be deemed effectively given: (a) upon personal delivery; (b) upon confirmation of receipt if sent by email during normal business hours (or, if confirmation is received outside normal business hours, on the next business day); or (c) three (3) business days after deposit with an internationally recognized overnight courier service with written verification of receipt. Notices to you may be delivered to the email address, postal address, or other contact information you have provided to Night Tears in connection with your account or use of the Services, or by posting a general notice on the Website that is reasonably accessible to you.
You acknowledge that electronic communications, including email and notices posted on the Website, satisfy any legal requirement that such communications be in writing. You agree to keep your contact information current and accurate and to notify Night Tears promptly of any changes to your contact details. Night Tears shall not be responsible for any failure to receive a notice due to your failure to maintain accurate contact information or to check your email or the Website for notices. Any notice provided under these Terms that is directed to a party that has ceased operations, dissolved, or assigned its interests without notifying the other party shall be deemed delivered as of the date such notice would have been received had the party maintained current and accurate contact information. For contractual purposes, you consent to receive communications from Night Tears electronically and agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
17. Contact Information
If you have questions, concerns, or requests regarding these Terms of Service, or if you need to deliver a formal notice as described in the Notices section above, please contact us using any of the methods set forth below. We are committed to responding to your inquiries thoroughly and in a timely manner.
Night Tears
A division of Zhijiang Yewei Lei Trading Co., Ltd.
Registered Office: No. 178, Chang an Avenue, Gujiadian Town, Zhijiang 443000, China
Email: mail@nighttears.lat
Phone: +1 815 783 5886
Website: https://www.nighttears.lat
For legal and contractual matters specifically, including the delivery of formal Notices under these Terms, you may direct your correspondence to the same email and postal addresses indicated above, indicating in the subject line or on the envelope that the communication concerns a legal or contractual matter under our Terms of Service. We will route your communication to the appropriate personnel within our organization. If you are contacting us regarding a specific Client Agreement or statement of work, please reference the relevant agreement identifier or project name to facilitate a prompt response. We endeavor to acknowledge all legal and contractual correspondence within five (5) business days of receipt and to provide a substantive response within fifteen (15) business days, although complex matters may require additional time for review and consideration.
18. General Provisions
Entire Agreement. These Terms, together with any Client Agreement or statement of work executed between you and Night Tears, any policies or operating rules posted by us on the Website, and the Privacy Policy, constitute the entire agreement and understanding between you and Night Tears concerning the subject matter hereof and supersede all prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and Night Tears with respect to that subject matter. No waiver by Night Tears of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Night Tears to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or arbitral proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Severability. If any provision of these Terms is found by a court of competent jurisdiction or an arbitrator to be invalid, illegal, or unenforceable for any reason, that provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original intent of the parties to the greatest extent possible. If such modification is not possible, the offending provision shall be severed from these Terms, and the remaining provisions shall continue in full force and effect as though the invalid, illegal, or unenforceable provision had never been included. The invalidity, illegality, or unenforceability of any provision in any particular jurisdiction shall not affect the validity, legality, or enforceability of that provision in any other jurisdiction.
Assignment. You may not assign, transfer, delegate, or sublicense any of your rights or obligations under these Terms, whether by operation of law, merger, acquisition, change of control, or otherwise, without the prior written consent of Night Tears. Any attempted assignment, transfer, delegation, or sublicense in violation of the foregoing shall be null and void and shall constitute a material breach of these Terms. Night Tears may freely assign, transfer, delegate, or sublicense any or all of its rights and obligations under these Terms without restriction and without notice to you. Subject to the foregoing restrictions, these Terms shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
Relationship of the Parties. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between you and Night Tears. Neither party shall have any right or authority to incur any warranty or obligation on behalf of the other party, or to otherwise bind or obligate the other party in any manner, except as expressly provided in these Terms or as agreed in writing by the other party. Each party is, and shall remain, an independent contractor with respect to the other, and each party retains full and exclusive control over its own personnel, operations, and business affairs.
Force Majeure. Night Tears shall not be liable for any delay or failure to perform any of its obligations under these Terms if such delay or failure results from causes beyond its reasonable control, including without limitation acts of God, fire, flood, earthquake, hurricane, or other natural disaster; war, invasion, acts of foreign enemies, hostilities, civil war, rebellion, revolution, insurrection, military or usurped power, or civil commotion; terrorist attack or threat of terrorist attack; governmental actions, including laws, orders, regulations, or restrictions; strikes, lockouts, labor disputes, or other industrial disturbances; epidemics, pandemics, or public health emergencies; failure or interruption of utility services, internet services, or telecommunications networks; or any other cause or circumstance, whether similar or dissimilar to those enumerated, that is not within the reasonable control of Night Tears. In the event of any such delay or failure, Night Tears shall be entitled to a reasonable extension of time for the performance of its obligations, and you shall not be entitled to any damages, penalties, or other remedies arising from such delay or failure.
No Third-Party Beneficiaries. These Terms are for the sole benefit of the parties hereto and their respective permitted successors and assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms. In particular, no client, customer, user, or other person who is not a direct party to these Terms shall have any right to enforce any provision of these Terms against either party. The parties expressly disclaim any intention to create third-party beneficiary rights under these Terms, and any such rights are hereby excluded.
Headings and Interpretation. The headings and section titles used in these Terms are for convenience of reference only and shall not affect the interpretation or construction of any provision. Unless the context otherwise requires, words denoting the singular shall include the plural and vice versa; words denoting any gender shall include all genders; and the terms including, include, in particular, for example, and similar words or phrases shall be deemed to be followed by the words without limitation and shall not limit the scope of the general words to which they refer. Any reference to a statute, regulation, or rule shall be deemed to include any amendments, replacements, or reenactments thereof and any subordinate legislation, rules, or regulations made thereunder.
Survival. All provisions of these Terms that by their nature should survive the termination or expiration of these Terms shall so survive, including without limitation the provisions relating to intellectual property rights, confidentiality, disclaimers and warranties, limitation of liability, indemnification, governing law and jurisdiction, dispute resolution, and the general provisions set forth in this section. The termination or expiration of these Terms for any reason shall not relieve either party of any liability or obligation that accrued before the effective date of such termination or expiration, nor shall it affect any rights, remedies, or obligations that are intended to continue or come into force after such termination or expiration.
Language. These Terms were originally drafted in the English language. In the event that these Terms are translated into any other language for reference or convenience, the English version shall control and prevail in the event of any conflict or inconsistency between the English version and any translated version. All communications, notices, and proceedings relating to these Terms shall be conducted in the English language unless the parties mutually agree otherwise in writing.