1. Acceptance of Terms
These Terms of Service constitute a legally binding agreement between you and Zhijiang Niaoye Trading Co., Ltd. doing business as Bird Joy. By accessing or using the website located at www.birdjoy.lat and any related digital commerce platforms integrated trade systems and services we provide you acknowledge that you have read understood and agree to be bound by these terms. If you are using our services on behalf of an organization you represent and warrant that you have the authority to bind that organization to these terms and in such case references to you in these terms refer to that organization.
If you do not agree with any part of these Terms of Service you must discontinue your use of our website and services immediately. Your continued use of any part of our platform following the posting of updated terms constitutes your acceptance of those changes. We encourage you to review these terms periodically to stay informed of any modifications.
These Terms of Service apply to all visitors users clients and any other persons who access or use our website and services. By creating an account submitting an inquiry or engaging with our integrated trade systems in any manner you confirm your acceptance of these terms and agree to comply with them fully.
2. Description of Services
Zhijiang Niaoye Trading Co., Ltd. provides enterprise-grade computer systems design digital commerce platforms and integrated trade solutions. Our services encompass systems architecture consulting custom e-commerce and marketplace platform development API and data integration services cloud infrastructure design and deployment trade system integration security auditing and compliance support and ongoing technical maintenance and optimization. The specific scope features and deliverables of our services are defined in individual service agreements statements of work or project proposals executed between you and us.
We reserve the right to modify suspend or discontinue any aspect of our services at any time with or without notice to you. We may also impose limits on certain features or restrict access to parts or all of our services without notice or liability. While we strive to maintain high availability of our platforms we do not guarantee uninterrupted or error-free operation of our website or services. We will make reasonable efforts to notify you in advance of scheduled maintenance activities that may temporarily affect service availability.
Our services are designed for business and commercial purposes. By using our services you acknowledge that you are doing so in the course of your trade business or profession and not solely for personal domestic or household purposes unless otherwise expressly agreed in writing. If you require consumer-grade protections you should notify us before engaging our services so that we can discuss whether appropriate arrangements can be made.
3. User Accounts and Registration
Certain features of our services may require you to create an account with us. When you create an account you must provide accurate complete and current information as prompted by the registration form. 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 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 reserve the right to suspend or terminate your account at our sole discretion if we believe that you have violated these Terms of Service that your account has been compromised or that your continued use of our services poses a risk to us our systems or other users. We may also refuse service to anyone for any lawful reason at any time. You may terminate your account at any time by contacting us using the information provided in these terms.
You must be at least 18 years of age or the age of legal majority in your jurisdiction whichever is higher to create an account and use our services. By creating an account you affirm that you meet this age requirement. Accounts registered by individuals under the required age will be terminated immediately upon discovery.
4. User Responsibilities and Conduct
As a user of our website and services you agree to use them only for lawful purposes and in accordance with these Terms of Service. You are prohibited from using our services in any way that violates any applicable local national or international law or regulation. You must not engage in any activity that interferes with or disrupts our services or the servers and networks connected to them. This includes but is not limited to transmitting malware uploading viruses overloading our systems attempting unauthorized access to any part of our infrastructure and circumventing any security or authentication measures we have implemented.
You are solely responsible for the content data and materials that you upload transmit or otherwise make available through our services. You represent and warrant that you own or have the necessary rights licenses and permissions to use and share any content you provide. You must not upload post or transmit any content that is unlawful harmful threatening abusive defamatory obscene invasive of the privacy of another person or otherwise objectionable. We reserve the right to remove any content that we determine in our sole discretion violates these terms or is otherwise harmful to our platform or users.
You agree not to reverse engineer decompile disassemble or otherwise attempt to extract the source code of our software except to the extent that such restriction is expressly prohibited by applicable law. You must not use any automated means including robots spiders or scrapers to access our services without our prior written permission. You also agree not to resell sublicense or otherwise commercially exploit our services without entering into a separate written agreement with us that expressly authorizes such activities.
5. Intellectual Property Rights
All content features and functionality available through our website and services including but not limited to text graphics logos button icons images audio clips video clips digital downloads data compilations software designs documentation and the overall look and feel of the platform are owned by Zhijiang Niaoye Trading Co., Ltd. or its licensors and are protected by Chinese and international copyright trademark patent trade secret and other intellectual property laws. The Bird Joy name the Bird Joy logo and all related product and service names are trademarks of Zhijiang Niaoye Trading Co., Ltd.
Subject to your compliance with these Terms of Service we grant you a limited non-exclusive non-transferable non-sublicensable revocable license to access and use our website and services for your internal business purposes. This license does not include any right to reproduce modify distribute sell or create derivative works based on our intellectual property unless expressly provided in a separate written agreement. Any unauthorized use of our intellectual property is strictly prohibited and may result in termination of your access to our services and potential legal action.
If you provide us with feedback suggestions ideas or recommendations about our services you agree that we may use such feedback without any obligation to compensate you or to treat such feedback as confidential. This feedback grant is perpetual irrevocable worldwide and royalty-free. Your submission of feedback constitutes your acknowledgment that we own all rights to implement and use your feedback in any manner we see fit.
6. Payment and Fees
The fees for our services are set forth in individual service agreements project proposals or statements of work executed between you and Zhijiang Niaoye Trading Co., Ltd. Unless otherwise specified in the applicable agreement all fees are quoted and payable in United States Dollars. Payment terms including invoicing schedules due dates and accepted payment methods are outlined in the relevant service agreement. You are responsible for paying all fees when due and for providing us with accurate and complete billing information.
If you fail to make any payment by its due date we reserve the right to suspend or terminate your access to the affected services until all outstanding amounts are paid in full. We may also charge interest on overdue amounts at the rate of 1.5 percent per month or the maximum rate permitted by applicable law whichever is lower. You will be responsible for all reasonable costs and expenses including attorney fees and collection agency fees incurred by us in collecting any overdue amounts.
All fees are exclusive of applicable taxes levies and duties. You are responsible for paying all sales use value-added withholding and other taxes associated with your purchase of our services except for taxes based on our net income. If we are required to collect or remit any taxes on your behalf we will add the appropriate amount to your invoice and you agree to pay such amounts unless you provide us with a valid tax exemption certificate.
7. Confidentiality
During the course of our engagement you may have access to or we may disclose to you certain confidential information. Confidential information includes any information disclosed by one party to the other that is marked as confidential or that a reasonable person would understand to be confidential given the circumstances of disclosure. For the purposes of these terms confidential information includes but is not limited to trade secrets business plans customer data financial information technical specifications source code algorithms and information concerning the business operations and strategies of the disclosing party.
Each party agrees to hold the confidential information of the other party in strict confidence and not to disclose it to any third party without the prior written consent of the disclosing party except as required by law or as necessary to perform obligations under these terms. Each party shall use at least the same degree of care to protect confidential information as it uses to protect its own confidential information of a similar nature but in no event less than reasonable care. Confidential information does not include information that is or becomes publicly available through no fault of the receiving party was already known to the receiving party without restriction was independently developed by the receiving party or was rightfully received from a third party without restriction.
The obligations of confidentiality under this section shall survive termination of these Terms of Service and any applicable service agreements for a period of five years or for as long as the information remains a trade secret under applicable law whichever is longer. Upon termination of the relationship each party shall return or destroy all confidential information of the other party upon request provided that each party may retain copies as required by law or for archival and compliance purposes.
8. Limitation of Liability
To the fullest extent permitted by applicable law Zhijiang Niaoye Trading Co., Ltd. and its officers directors employees agents affiliates and suppliers shall not be liable for any indirect incidental special consequential exemplary or punitive damages including but not limited to damages for loss of profits goodwill use data or other intangible losses arising out of or relating to your use of or inability to use our website or services whether based on warranty contract tort including negligence statute or any other legal theory and whether or not we have been advised of the possibility of such damages.
In no event shall the total aggregate liability of Zhijiang Niaoye Trading Co., Ltd. for all claims arising out of or relating to these Terms of Service or your use of our services exceed the greater of the amount you have paid to us in the twelve months preceding the event giving rise to the claim or one hundred United States dollars. The existence of more than one claim shall not enlarge this limit. This allocation of risk is reflected in the pricing of our services and is an essential element of the basis of the bargain between you and us.
Some jurisdictions do not allow the exclusion or limitation of liability for certain types of damages. In such jurisdictions our liability is limited to the greatest extent permitted by applicable law. Nothing in these terms shall exclude or limit our liability for death or personal injury caused by our negligence fraud or fraudulent misrepresentation or any other liability that cannot be excluded or limited under applicable law.
9. Disclaimer of Warranties
Our website and services are provided 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 Zhijiang Niaoye Trading Co., Ltd. expressly disclaims all warranties express or implied including but not limited to implied warranties of merchantability fitness for a particular purpose title and non-infringement. We do not warrant that our website or services will meet your requirements be uninterrupted timely secure or error-free or that any defects or errors will be corrected.
We make no representations or warranties regarding the accuracy completeness reliability or currency of any content or information available through our website or services. Any reliance you place on such information is strictly at your own risk. We do not warrant that the results that may be obtained from the use of our services will be accurate or reliable or that the quality of any products services information or other material purchased or obtained by you through our services will meet your expectations.
No advice or information whether oral or written obtained by you from us or through our services shall create any warranty not expressly stated in these terms. The disclaimers set forth in this section are fundamental elements of the basis of the agreement between you and us and our services would not be provided without such disclaimers.
10. Indemnification
You agree to indemnify defend and hold harmless Zhijiang Niaoye Trading Co., Ltd. and its officers directors employees agents affiliates and suppliers from and against any and all claims liabilities damages losses costs and expenses including reasonable attorney fees arising out of or relating to your use of our website and services your violation of these Terms of Service your violation of any rights of a third party including intellectual property rights and privacy rights your violation of any applicable law rule or regulation or any claim that content or data you provided to us caused damage to a third party.
We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you at your expense and you agree to cooperate with our defense of such claims. You shall not settle any claim that affects our rights or imposes any obligations on us without our prior written consent. This indemnification obligation shall survive the termination of these Terms of Service and your use of our website and services.
This indemnity applies regardless of the form of action whether in contract tort including negligence strict liability or otherwise and whether or not the damages were foreseeable. The indemnification provided in this section is in addition to any other remedies that may be available to us under applicable law.
11. Termination
We may terminate or suspend your access to our website and services immediately without prior notice or liability for any reason including without limitation if you breach any provision of these Terms of Service. Upon termination your right to use our services will cease immediately. All provisions of these terms that by their nature should survive termination shall survive including but not limited to ownership provisions warranty disclaimers indemnity obligations limitations of liability and governing law provisions.
You may terminate your relationship with us at any time by ceasing to use our website and services and by closing your account if applicable. If you have an ongoing service agreement with us termination of that agreement is governed by its own terms and may involve additional requirements such as notice periods and payment of outstanding fees. Termination of your account shall not relieve you of any obligation to pay fees that have accrued prior to the effective date of termination.
We will not be liable to you or any third party for any damages resulting from the termination or suspension of your access to our services in accordance with these terms. Any suspected fraudulent abusive or illegal activity may be referred to appropriate law enforcement authorities and we may cooperate with such authorities in the investigation and prosecution of such activities.
12. Governing Law and Dispute Resolution
These Terms of Service and any disputes arising out of or relating to them shall be governed by and construed in accordance with the laws of the People Republic of China without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these terms or any transactions between you and us.
Any dispute controversy or claim arising out of or relating to these Terms of Service including the validity invalidity breach or termination thereof shall first be attempted to be resolved through good faith negotiations between the parties. If the dispute cannot be resolved through negotiation within thirty days either party may submit the dispute to binding arbitration administered by the China International Economic and Trade Arbitration Commission in accordance with its rules then in effect. The arbitration shall take place in Beijing China and shall be conducted in English.
Notwithstanding the foregoing either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information. You agree that any claim or cause of action arising out of or related to your use of our services must be filed within one year after such claim or cause of action arose or be forever barred.
13. Changes to Terms
We reserve the right to modify or replace these Terms of Service at any time at our sole discretion. When we make changes we will update the effective date at the top of this page and post the updated terms on our website. It is your responsibility to review these Terms of Service periodically for changes. Your continued use of our website and services after we post any modifications constitutes your binding acceptance of the modified terms.
If we make material changes to these terms we will endeavor to provide you with reasonable advance notice by posting a prominent notice on our website or by sending you an email to the address associated with your account. However failure to provide such notice shall not affect the enforceability of the revised terms. If you do not agree with the revised terms you must stop using our website and services and close your account.
We will not apply material changes retroactively to disputes that arose before the effective date of the change unless otherwise required by law. Any new features tools or resources added to our current services shall also be subject to these Terms of Service. We encourage you to frequently review our terms to stay informed about the conditions that apply to your use of our platforms.
14. General Provisions
Entire Agreement. These Terms of Service together with our Privacy Policy and any applicable service agreements constitute the entire agreement between you and Zhijiang Niaoye Trading Co., Ltd. regarding your use of our website and services and supersede all prior and contemporaneous agreements understandings and communications whether written or oral relating to the subject matter hereof.
Severability. If any provision of these terms is found to be invalid illegal or unenforceable by a court of competent jurisdiction that provision shall be limited or eliminated to the minimum extent necessary so that these terms shall otherwise remain in full force and effect and enforceable. The invalidity of any provision shall not affect the validity of the remaining provisions.
Waiver. The failure of either party to enforce any right or provision of these terms shall not be deemed a waiver of such right or provision. A waiver of any breach of these terms shall not constitute a waiver of any subsequent breach. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
Assignment. You may not assign or transfer these Terms of Service or any rights or obligations hereunder without our prior written consent. We may assign or transfer these terms in whole or in part without restriction including in connection with a merger acquisition corporate reorganization or sale of all or substantially all of our assets.
Force Majeure. We shall not be liable for any delay or failure to perform resulting from causes beyond our reasonable control including but not limited to acts of God war terrorism civil unrest labor disputes natural disasters epidemics or pandemics governmental actions failures of the Internet or telecommunications infrastructure and failures of third-party service providers.
Relationship of the Parties. Nothing in these terms shall be construed to create a partnership joint venture agency or employment relationship between you and us. Neither party has the authority to bind the other or to incur any obligation on behalf of the other without prior written consent.
15. Contact Information
If you have any questions concerns or inquiries regarding these Terms of Service or any matter relating to your use of our website and services please contact us using the information below. We are committed to resolving any issues promptly and will respond to your communication as soon as reasonably possible.
Company: Zhijiang Niaoye Trading Co., Ltd.
Address: Caijiaxi Village Group 1, Gujiadian Town, Zhijiang — 443000, China
Email: help@birdjoy.lat
Phone: +1 618 714 5800
Website: www.birdjoy.lat
For legal notices and service of process please use the physical address listed above and direct your correspondence to the attention of the Legal Department. Notices sent by email shall be deemed received on the next business day after sending provided that no bounce-back or delivery failure notification is received by the sender.