Terms of Service — Ximeng Threads

1. Acceptance of Terms

Your access to and use of the Website and Services is expressly conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, clients, and others who access or use the Website or Services, including but not limited to prospective clients who submit inquiries, active clients under contract, end users of systems we design or integrate, and any third-party service providers engaged through our platform.

1.1 Electronic Agreement

You agree that your electronic acceptance of these Terms — whether through clicking an acceptance button, submitting a contact form, sending an email inquiry, signing a service agreement that references these Terms, or continuing to use the Website after changes are posted — constitutes a valid and binding electronic signature under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and the Uniform Electronic Transactions Act (UETA), and you waive any requirement for a physical signature to the fullest extent permitted by applicable law.

1.2 Supplemental Agreements

Certain Services may be subject to additional terms, including but not limited to Statements of Work (SOWs), Master Services Agreements (MSAs), Service Level Agreements (SLAs), Non-Disclosure Agreements (NDAs), and project-specific scoping documents. In the event of a conflict between these Terms and any supplemental agreement, the provisions of the supplemental agreement shall govern with respect to the specific Services described therein, unless the supplemental agreement expressly states otherwise.

1.3 Entire Agreement

These Terms, together with our Privacy Policy, any applicable SOWs, and any other written agreements executed between you and Ximeng Threads that reference these Terms, constitute the entire agreement between you and the Company regarding the subject matter hereof and supersede all prior or contemporaneous understandings, representations, warranties, and agreements, whether written or oral.

2. Definitions and Interpretation

For the purposes of these Terms, the following definitions shall apply, and any terms not defined herein shall have the meanings ascribed to them in the applicable SOW or in ordinary commercial usage within the computer systems design and professional technical services industry.

2.1 Key Definitions

Client means the individual or legal entity that has engaged Ximeng Threads for the provision of Services pursuant to these Terms and any applicable SOW. Deliverables means all work product, designs, code, documentation, reports, specifications, architectures, and other materials created by Ximeng Threads in the course of providing Services. Confidential Information has the meaning set forth in Section 9 (Confidentiality) of these Terms. Intellectual Property Rights means all intellectual property rights of any kind, including but not limited to patents, copyrights, trademarks, trade secrets, moral rights, and any other proprietary rights arising under the laws of any jurisdiction.

2.2 Rules of Interpretation

In these Terms, unless the context otherwise requires: (a) words importing the singular include the plural and vice versa; (b) words importing any gender include all genders; (c) references to persons include individuals, corporations, partnerships, unincorporated associations, and governmental authorities; (d) the headings are for convenience only and do not affect the interpretation of these Terms; (e) the word including and similar expressions are not words of limitation and shall be read as including, without limitation; and (f) a reference to a statute or regulation includes all amendments, consolidations, and replacements thereof.

3. Eligibility and Authority

By using the Website or engaging our Services, you represent and warrant that you meet all eligibility requirements set forth in this section and that you have the legal capacity and authority to enter into these Terms on your own behalf or on behalf of the entity you represent.

3.1 Age Requirement

You must be at least 18 years of age to use the Website or engage our Services. By using the Website, you represent and warrant that you are at least 18 years old. If you are under 18, you may not use the Website or Services under any circumstances and must immediately discontinue all access.

3.2 Corporate Authority

If you are entering into these Terms on behalf of a corporation, partnership, limited liability company, government agency, or other legal entity, you represent and warrant that you have the full legal authority to bind such entity to these Terms. In such case, you and your shall refer to both you individually and the entity you represent. You further agree to provide written proof of such authority upon our reasonable request.

3.3 Compliance with Laws

You represent and warrant that your use of the Website and Services will comply with all applicable laws, regulations, and ordinances, including but not limited to those governing data privacy, export controls, intellectual property, consumer protection, and professional services. You are solely responsible for determining whether your use of the Services complies with the laws applicable to your jurisdiction.

4. Account Registration and Security

Certain features of the Website or Services may require you to create an account or provide registration information. You agree to provide accurate, current, and complete information during the registration process and to update such information promptly to keep it accurate, current, and complete at all times.

4.1 Account Credentials

You are solely responsible for maintaining the confidentiality of your account credentials, including your username, password, API keys, and any other access tokens associated with your account. You agree not to share your credentials with any third party and to notify us immediately at mail@ximengthreads.lat if you suspect any unauthorized use of your account or any other breach of security. Ximeng Threads shall not be liable for any loss or damage arising from your failure to comply with this section.

4.2 Account Termination

We reserve the right, at our sole discretion and without prior notice, to suspend or terminate your account, disable your credentials, or restrict your access to the Website and Services for any reason, including but not limited to violation of these Terms, fraudulent activity, security concerns, extended periods of inactivity, or any other conduct that we deem harmful to Ximeng Threads, our clients, or third parties.

5. Services Description

Ximeng Threads provides a comprehensive suite of computer systems design and related professional technical services. The specific scope, deliverables, timeline, and fees for any engagement shall be defined in a mutually executed Statement of Work (SOW) or service agreement. The descriptions on our Website are for informational purposes only and do not constitute a binding offer to perform any particular service.

5.1 Core Service Categories

Our Services encompass the following categories, each of which is further detailed in applicable project documentation: (a) Systems Architecture and Design, including distributed systems design, high-availability architecture, cloud and hybrid infrastructure planning, and performance modeling; (b) Systems Integration, including API and middleware development, legacy system modernization, ERP and CRM integration, and real-time data synchronization; (c) Technical Consulting, including technology roadmap planning, vendor evaluation and selection, security and compliance audit, and cost optimization analysis; (d) Custom Software Engineering, including enterprise application development, data pipeline engineering, web and mobile platforms, and quality assurance and DevOps; (e) IT Infrastructure Management, including network design and monitoring, cloud migration and management, backup and disaster recovery, and ongoing infrastructure support; and (f) Cybersecurity and Compliance, including vulnerability assessment, security architecture review, regulatory compliance programs, and incident response planning.

5.2 No Guarantee of Outcomes

While Ximeng Threads employs industry best practices, proven methodologies, and highly skilled professionals in the delivery of all Services, we make no warranty or guarantee regarding specific business outcomes, revenue increases, cost reductions, or other results that may be realized through the use of our Services, unless expressly set forth in a written SOW signed by both parties. Technology projects inherently involve uncertainty, and outcomes are influenced by factors beyond our control, including but not limited to client participation, third-party dependencies, market conditions, and evolving regulatory requirements.

6. Client Obligations and Responsibilities

The successful delivery of Services requires active cooperation and timely fulfillment of obligations by the Client. Your failure to meet these obligations may result in project delays, additional costs, or termination of the engagement, for which Ximeng Threads shall not be responsible.

6.1 Provision of Information and Access

You agree to provide Ximeng Threads with all information, data, documentation, system access, and personnel cooperation reasonably required for the performance of Services. You represent and warrant that all such information is accurate, complete, and does not infringe upon the intellectual property rights of any third party. You further agree to designate a primary point of contact with sufficient authority to make decisions and provide approvals necessary for the timely progression of the project.

6.2 Client Infrastructure Responsibility

You are solely responsible for the maintenance, security, and proper configuration of your own hardware, software, networks, and other IT infrastructure, except to the extent that Ximeng Threads has expressly agreed in writing to assume such responsibility under a managed services arrangement. You agree to maintain adequate backup and disaster recovery capabilities for your systems independent of any backup services we may provide.

6.3 Lawful Use

You agree not to use the Website or Services for any unlawful purpose or in any manner that violates applicable local, state, national, or international law. You also agree not to upload, transmit, or process any content or data through our systems that is illegal, infringing, defamatory, obscene, harassing, or otherwise objectionable. Ximeng Threads reserves the right to refuse service to any Client whose intended use, in our sole discretion, presents legal, reputational, or security risks.

7. Intellectual Property Rights

Intellectual property ownership is a critical aspect of the client-service provider relationship. This section governs the allocation of intellectual property rights between Ximeng Threads and the Client with respect to Deliverables, pre-existing materials, and newly developed works.

7.1 Ownership of Deliverables

Unless otherwise expressly agreed in a written SOW, upon full and final payment of all fees owed to Ximeng Threads for the applicable engagement, the Client shall own all right, title, and interest in and to the final Deliverables created specifically for the Client under that SOW, excluding any Pre-Existing Materials (as defined in Section 7.3) incorporated therein. Ximeng Threads agrees to execute all documents reasonably necessary to perfect the Client's ownership rights in such Deliverables.

7.2 License to Use Deliverables

In the event that full ownership of Deliverables is not expressly transferred under a SOW, Ximeng Threads grants the Client a perpetual, irrevocable, worldwide, non-exclusive, non-transferable (except in connection with a merger or acquisition of the Client) license to use the Deliverables for the Client's internal business purposes, subject to any usage limitations specified in the SOW.

7.3 Pre-Existing Materials

Ximeng Threads shall retain all right, title, and interest in and to all materials, software, tools, frameworks, libraries, methodologies, templates, documentation, know-how, and other intellectual property that existed prior to the engagement or that were developed independently of the Client engagement (Pre-Existing Materials). To the extent that Pre-Existing Materials are incorporated into Deliverables, Ximeng Threads hereby grants the Client a perpetual, irrevocable, worldwide, non-exclusive, non-transferable, royalty-free license to use such Pre-Existing Materials solely as part of and in connection with the use of the Deliverables.

7.4 Client Content License

You grant Ximeng Threads a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, adapt, and process any content, data, or materials provided by you (Client Content) solely to the extent necessary for the performance of the Services under the applicable SOW. You retain all ownership rights in your Client Content.

7.5 Third-Party Components

Deliverables may incorporate or depend upon open-source software, third-party libraries, or commercial components. The use of such components is governed by their respective license terms, and Ximeng Threads makes no representation or warranty regarding such third-party components beyond passing through any warranties we receive from the applicable licensor.

8. Fees, Payment, and Billing

All fees for Services shall be set forth in the applicable SOW or service agreement. The following general terms apply to all payment obligations unless the SOW expressly provides otherwise.

8.1 Fee Structure

Fees may be structured as fixed-price, time-and-materials, retainer-based, milestone-based, or subscription-based, as specified in the SOW. All fees are stated in United States Dollars (USD) unless otherwise noted. Ximeng Threads reserves the right to change its fee structure for future engagements at any time; however, any fee change shall not affect SOWs already in effect unless mutually agreed by the parties.

8.2 Invoicing and Payment Terms

Unless otherwise specified in the SOW, invoices are due and payable within thirty (30) calendar days from the invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. You shall be responsible for all costs of collection, including reasonable attorneys' fees, incurred by Ximeng Threads in collecting past-due amounts.

8.3 Taxes

All fees are exclusive of applicable federal, state, local, and foreign taxes, duties, tariffs, levies, and similar assessments (collectively, Taxes). You are responsible for the payment of all Taxes associated with your purchase of Services, excluding taxes based on Ximeng Threads's net income. If Ximeng Threads is required to pay any Taxes on your behalf, you agree to reimburse us for such amounts.

8.4 Disputed Charges

If you believe that any invoice contains an error or overcharge, you must notify us in writing at mail@ximengthreads.lat within fifteen (15) calendar days of the invoice date, specifying the nature and amount of the disputed charge in reasonable detail. Undisputed portions of the invoice shall be paid when due. Failure to provide timely notice shall constitute your acceptance of the invoice as accurate and binding.

9. Confidentiality

Both parties recognize that during the course of the business relationship, each may disclose to the other certain non-public, proprietary, or confidential information. This section governs the protection and handling of such information.

9.1 Definition of Confidential Information

Confidential Information means any information disclosed by one party (the Disclosing Party) to the other (the Receiving Party), whether orally, in writing, or through electronic media, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation, source code, architecture designs, trade secrets, business plans, client lists, financial data, security protocols, technical specifications, and any information subject to non-disclosure obligations under applicable law or third-party agreements.

9.2 Obligations of Confidentiality

The Receiving Party agrees to: (a) use Confidential Information solely for the purpose of performing its obligations or exercising its rights under these Terms and the applicable SOW; (b) protect the confidentiality of Confidential Information using the same degree of care that it uses to protect its own confidential information of like nature, but in no event less than reasonable care; (c) limit access to Confidential Information to its employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; and (d) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party.

9.3 Exclusions

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 without restriction prior to disclosure by the Disclosing Party; (c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

9.4 Compelled Disclosure

If the Receiving Party is compelled by law, court order, or governmental authority to disclose any Confidential Information, it shall, to the extent legally permissible, provide the Disclosing Party with prompt notice so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party shall disclose only that portion of Confidential Information that its legal counsel advises is legally required.

10. Data Handling and Privacy

Ximeng Threads is committed to protecting the privacy and security of personal information. Our data handling practices are governed by our Privacy Policy, which is incorporated into these Terms by this reference.

10.1 Data Processing

To the extent that Ximeng Threads processes personal data on your behalf in the course of providing Services, the parties shall enter into a Data Processing Agreement (DPA) or incorporate data processing terms in the SOW that define the scope, purpose, duration, and nature of the processing, the types of personal data involved, and the respective obligations of each party under applicable data protection laws, including but not limited to the California Consumer Privacy Act (CCPA), the General Data Protection Regulation (GDPR) where applicable, and other similar state and federal statutes.

10.2 Data Security Measures

Ximeng Threads implements and maintains commercially reasonable administrative, technical, and physical safeguards designed to protect personal data against unauthorized access, disclosure, alteration, and destruction. These measures include, but are not limited to, encryption in transit and at rest, role-based access controls, multi-factor authentication, regular security audits, vulnerability scanning, and employee security awareness training. You acknowledge that no security measures are impenetrable and that Ximeng Threads cannot guarantee absolute security.

10.3 Data Breach Notification

In the event of a confirmed security incident involving your personal data that triggers notification obligations under applicable law, Ximeng Threads shall notify you without undue delay and provide reasonably available information regarding the nature and scope of the incident, the categories of data affected, and the measures taken or planned to mitigate the impact and prevent recurrence.

11. Service Level Commitments

Ximeng Threads is dedicated to delivering Services with the highest standards of quality, reliability, and responsiveness. This section describes our general service level framework.

11.1 Service Level Agreements

Specific service level commitments, including uptime guarantees, response times, resolution times, and support availability hours, shall be defined in a dedicated Service Level Agreement (SLA) attached to the SOW for managed services and ongoing support engagements. Where no SLA has been executed, Ximeng Threads commits to using commercially reasonable efforts to respond to support requests within two (2) business days.

11.2 SLA Remedies

Remedies for failure to meet SLA commitments, if any, shall be limited to the service credits or other remedies expressly set forth in the applicable SLA. Such remedies shall be your sole and exclusive remedy for any SLA failure. Service credits do not constitute a refund and may only be applied against future fees for the same Services.

11.3 Exclusions

SLA commitments do not apply to unavailability, downtime, or performance degradation caused by: (a) scheduled maintenance for which we have provided reasonable advance notice; (b) factors outside our reasonable control, including force majeure events; (c) your equipment, software, or network configurations; (d) third-party services, APIs, or infrastructure not provided by Ximeng Threads; or (e) your failure to follow our reasonable instructions or to provide necessary access and information.

12. Limitation of Liability

This section limits the liability of Ximeng Threads to the maximum extent permitted by applicable law. You acknowledge that these limitations are a fundamental element of the bargain between the parties and reflect the allocation of risk agreed upon by the parties.

12.1 Disclaimer of Warranties

THE WEBSITE AND ALL SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. XIMENG THREADS EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT. XIMENG THREADS DOES NOT WARRANT THAT THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

12.2 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL XIMENG THREADS, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR CONTRACTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE WEBSITE, OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF XIMENG THREADS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.3 Cap on Direct Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, XIMENG THREADS'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE WEBSITE, OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (a) THE TOTAL FEES PAID BY YOU TO XIMENG THREADS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (b) ONE THOUSAND UNITED STATES DOLLARS (USD $1,000). THE EXISTENCE OF MULTIPLE CLAIMS SHALL NOT ENLARGE THIS LIMIT.

13. Indemnification

You agree to defend, indemnify, and hold harmless Ximeng Threads and its affiliates, officers, directors, employees, agents, contractors, and successors from and against any and all claims, actions, suits, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use or misuse of the Website or Services; (b) your breach of these Terms; (c) your violation of any applicable law, regulation, or third-party right, including without limitation any intellectual property right or privacy right; (d) any dispute between you and any third party; or (e) any claim that your Client Content, or our use thereof in accordance with these Terms, infringes the intellectual property rights of any third party.

13.1 Indemnification Procedure

Ximeng Threads shall: (a) provide you with prompt notice of any claim subject to indemnification hereunder (provided that failure to give such notice shall not relieve you of your indemnification obligations except to the extent you are materially prejudiced thereby); (b) allow you to control the defense and settlement of the claim (provided that you shall not settle any claim without our prior written consent if the settlement imposes any obligation on Ximeng Threads or requires any admission of liability by Ximeng Threads); and (c) provide reasonable cooperation, at your expense, in the defense and settlement of the claim.

14. Termination and Suspension

This section governs the termination of these Terms and of individual SOWs, as well as the effects of termination on the parties' rights and obligations.

14.1 Termination by Client

You may terminate your use of the Website at any time by ceasing to access it. You may terminate any SOW in accordance with the termination provisions set forth therein. If the SOW does not specify termination provisions, you may terminate for convenience upon thirty (30) calendar days' written notice, provided that you shall remain responsible for payment of all fees for Services performed through the effective date of termination, including any non-cancellable costs incurred by Ximeng Threads in reliance on the SOW.

14.2 Termination by Ximeng Threads

Ximeng Threads may terminate these Terms or suspend your access to the Website or Services immediately and without prior notice if: (a) you breach any provision of these Terms or any SOW; (b) you fail to pay any undisputed fees when due; (c) you become insolvent, file for bankruptcy, or have bankruptcy proceedings instituted against you; (d) we determine, in our sole discretion, that your continued use poses a risk to our systems, other clients, or our reputation; or (e) we are required to do so by law or by order of any governmental authority.

14.3 Effect of Termination

Upon termination of these Terms or any SOW: (a) all licenses and rights granted to you hereunder shall immediately terminate; (b) you shall immediately cease all use of the Website and applicable Services; (c) you shall pay all outstanding fees and expenses due to Ximeng Threads through the effective date of termination; (d) each party shall, at the other party's election, either return or securely destroy all Confidential Information of the other party; and (e) the provisions of these Terms that by their nature should survive termination shall so survive, including Sections 7 (Intellectual Property Rights), 9 (Confidentiality), 12 (Limitation of Liability), 13 (Indemnification), 15 (Dispute Resolution), 16 (Governing Law), and this Section 14.3.

15. Dispute Resolution

This section sets forth the procedures for resolving any dispute arising out of or relating to these Terms, the Website, or the Services. Please read this section carefully, as it affects your legal rights.

15.1 Informal Dispute Resolution

Before initiating any formal legal action, the parties agree to first attempt to resolve any dispute informally through good-faith negotiations. The party raising the dispute shall provide written notice to the other party describing the nature and basis of the dispute and the relief sought. The parties shall then have a period of thirty (30) calendar days from receipt of such notice to attempt to resolve the dispute through negotiation. If the dispute is not resolved within that period, either party may proceed to formal dispute resolution as provided herein.

15.2 Mediation

If informal negotiations do not resolve the dispute, the parties agree to submit the dispute to non-binding mediation administered by a mutually agreed mediator in Utah County, Utah. The parties shall share equally the costs of the mediator and the mediation proceeding. Mediation shall be completed within sixty (60) calendar days of its initiation, unless the parties mutually agree to extend this period.

15.3 Arbitration

If mediation does not resolve the dispute, either party may demand binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. Arbitration shall be conducted by a single arbitrator in Utah County, Utah, or at a mutually agreed alternative location. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The prevailing party shall be entitled to recover its reasonable attorneys' fees and costs associated with the arbitration.

15.4 Exceptions

Notwithstanding the foregoing, either party may seek 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 to prevent immediate and irreparable harm. The parties agree that such relief may be sought without first engaging in the informal dispute resolution or mediation procedures described above.

16. Governing Law and Jurisdiction

These Terms and any dispute arising out of or relating to them shall be governed by and construed in accordance with the laws of the State of Utah, United States, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

16.1 Exclusive Jurisdiction

Subject to the dispute resolution provisions in Section 15, the parties irrevocably submit to the exclusive jurisdiction of the state courts located in Utah County, Utah, and the federal courts located in the District of Utah for any action or proceeding arising out of or relating to these Terms. The parties waive any objection to venue in such courts, including any claim of inconvenient forum.

16.2 Statute of Limitations

Any claim or cause of action arising out of or relating to these Terms must be filed within one (1) year after the claim or cause of action arose, or the date upon which the claimant knew or reasonably should have known of the facts giving rise to the claim, whichever is earlier. Any claim not filed within this period shall be permanently barred.

17. Modifications to Terms

Ximeng Threads reserves the right to modify, amend, or replace these Terms at any time and at our sole discretion. Material changes will be communicated through the Website, via email to registered account holders, or through other reasonable means at least thirty (30) calendar days prior to the changes taking effect.

17.1 Acceptance of Modified Terms

Your continued use of the Website or Services after the effective date of any modified Terms constitutes your acceptance of such modifications. If you do not agree to the modified Terms, you must discontinue your use of the Website and Services before the effective date of the modifications. For SOWs in effect at the time of a modification to these Terms, the modification shall take effect upon the earlier of: (a) the renewal date of the SOW; or (b) your written acceptance of the modified Terms.

17.2 No Retroactive Changes

Any modification to these Terms shall apply prospectively only and shall not alter the rights or obligations of the parties with respect to events that occurred prior to the effective date of such modification, unless expressly stated otherwise in the modified Terms or required by applicable law.

18. Force Majeure

Ximeng Threads shall not be liable for any failure or delay in the performance of its obligations under these Terms or any SOW to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to: acts of God, natural disasters, flood, fire, earthquake, volcanic eruption, epidemic, pandemic, public health emergency, war, terrorism, civil unrest, riot, insurrection, labor strike or lockout (excluding labor disputes involving Ximeng Threads's own workforce), governmental action or regulation, embargo, sanctions, power outage, telecommunications failure, internet disruption, cyber attack, denial of service attack, or failure of third-party infrastructure or services that Ximeng Threads relies upon for the delivery of Services.

18.1 Notification and Mitigation

The party affected by a force majeure event shall promptly notify the other party in writing, describing the nature and anticipated duration of the event and the obligations affected. The affected party shall use commercially reasonable efforts to mitigate the impact of the force majeure event and to resume performance as soon as reasonably practicable. If a force majeure event continues for more than thirty (30) calendar days, either party may terminate the affected SOW without further liability, provided that you shall remain responsible for payment of all fees for Services performed through the date of termination.

19. Miscellaneous Provisions

This section contains various provisions that govern the administration and interpretation of these Terms.

19.1 Severability

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified by the court to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original intent of the parties as closely as possible. If such modification is not possible, the invalid provision shall be severed from these Terms, and the remaining provisions shall continue in full force and effect as if such invalid provision had never been included.

19.2 Waiver

No waiver of any provision of these Terms shall be effective unless made in writing and signed by an authorized representative of the waiving party. The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision or of the right to enforce such right or provision in the future. Any waiver of a particular breach or default shall not waive any subsequent breach or default of the same or any other provision.

19.3 Assignment

You may not assign, delegate, or transfer these Terms, or any of your rights or obligations hereunder, without the prior written consent of Ximeng Threads, which consent shall not be unreasonably withheld. Any attempted assignment in violation of this section shall be void. Ximeng Threads may freely assign these Terms, in whole or in part, without your consent, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

19.4 Relationship of the Parties

Ximeng Threads and you are independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the parties. Neither party has the authority to bind the other party or to incur any obligation on the other party's behalf without the other party's express prior written consent.

19.5 Notices

All notices, requests, consents, claims, demands, waivers, and other communications under these Terms must be in writing and shall be deemed duly given: (a) when delivered in person; (b) upon confirmation of receipt when sent by email to mail@ximengthreads.lat (for notices to Ximeng Threads) or to the email address you provided during registration (for notices to you); or (c) three (3) business days after deposit with a nationally recognized overnight courier service. Notices to Ximeng Threads may also be sent to our physical address at 877 E 100 N, Payson, Utah 84651-2346, United States.

19.6 Third-Party Beneficiaries

These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns. 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.

19.7 Export Compliance

The Services and Deliverables may be subject to United States export control and economic sanctions laws and regulations. You agree to comply with all such laws and regulations, and you shall not, directly or indirectly, export, re-export, transfer, or release any Services or Deliverables to any destination, person, or entity prohibited under such laws without prior authorization from the competent government authorities.

19.8 Construction

These Terms shall be construed without regard to any presumption or rule requiring construction against the party that drafted the instrument. Both parties have had the opportunity to review and negotiate these Terms, and each shall be deemed to have participated equally in their drafting.

20. Contact Information

If you have any questions, concerns, or comments regarding these Terms of Service, or if you wish to report a violation of these Terms, please contact us using the information provided below. We value open communication and will respond to your inquiry as promptly as reasonably possible. All legal notices, service of process, and formal communications relating to these Terms should be directed to the contact details listed herein.

Ximeng Clothing Inc. / Ximeng Threads
877 E 100 N
Payson, Utah 84651-2346
United States

Email: mail@ximengthreads.lat

Phone: +1 (740) 876-7536

Website: www.ximengthreads.lat

For privacy-related inquiries, please also review our Privacy Policy, which describes how we collect, use, and protect your personal information.