Terms of Service

1 · Acceptance of terms

These Terms of Service ("Terms") govern your access to and use of the website at qiyuanlabs.ai (the "Site") and any related online services made available by QiYuan Labs LLC ("QiYuan Labs," "we," "us," or "our"). By accessing or using the Site, you agree to be bound by these Terms. If you do not agree, please do not use the Site.

2 · Description of services

QiYuan Labs is a software studio offering custom software development, AI integration, e-commerce engineering, and technical advisory services. The Site provides marketing information, project inquiry intake, and resources describing our services.

3 · Client engagements and separate agreements

The Site itself does not create a client relationship. Any professional services we provide are governed by a separate written agreement (typically a Master Services Agreement and a Statement of Work) that we sign with the client. In the event of any conflict between these Terms and a signed services agreement, the signed services agreement controls with respect to that engagement.

4 · Permitted use of the website

You may use the Site for lawful purposes only. You agree not to:

• Use the Site in any way that violates applicable law or regulation.
• Attempt to gain unauthorized access to the Site, our infrastructure, or any related systems.
• Use any automated means to scrape, crawl, or extract content from the Site at a volume or rate that interferes with normal operation.
• Interfere with, disrupt, or attempt to compromise the security or integrity of the Site or its data.
• Misrepresent your identity or affiliation when contacting us.

5 · Intellectual property

The Site, including all text, graphics, code, logos, designs, and other content, is owned by QiYuan Labs or its licensors and is protected by United States and international intellectual property laws. Except for content you submit, nothing in these Terms grants you any right or license to use the foregoing other than to view the Site as intended.

Client deliverables. Intellectual property created for clients in the course of an engagement is governed by the applicable Master Services Agreement and Statement of Work. By default, our engagements are work-for-hire: on payment in full, the client owns the deliverables we have created specifically for them. Pre-existing tools, frameworks, and generic patterns developed by QiYuan Labs prior to or independently of the engagement remain our property, and we grant the client a non-exclusive license to use them as embedded in the deliverables.

6 · Fees and payment

Fees for our professional services are set out in each Statement of Work or retainer agreement. Unless otherwise agreed in writing, invoices are due within 15 days of issuance. Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. We invoice in US dollars and accept payment by credit card and ACH through Stripe, or by wire transfer to our US business account.

7 · Refunds and cancellation

Our engagements are governed by written Statements of Work that specify deliverables, milestones, and payment terms. Because our services are bespoke and labor-based, refund eligibility is determined as follows:

• Before kickoff. Deposits paid before the engagement begins are fully refundable, less any non-recoverable third-party costs already incurred on the client's behalf.
• During an engagement. Either party may terminate the engagement on fifteen (15) days' written notice. The client is responsible for all work performed up to the effective date of termination. Any unearned portion of a prepaid milestone or retainer is refunded within thirty (30) days of termination.
• After delivery. Once a deliverable has been accepted in writing — or fifteen (15) days have passed without a written objection following delivery — fees for that deliverable are non-refundable.
• Disputes. If you believe a charge was made in error, contact [email protected] within sixty (60) days of the invoice date. We commit to investigating and responding within ten (10) business days before any chargeback is initiated, which often allows the matter to be resolved directly.

The terms in any individual signed Statement of Work or Master Services Agreement supersede the defaults above to the extent of any conflict.

8 · Disclaimers

The Site and its content are provided on an "as is" and "as available" basis without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and freedom from defects. We do not warrant that the Site will be uninterrupted, error-free, secure, or free of viruses or other harmful components.

Information on the Site is provided for general informational purposes. It does not constitute legal, tax, financial, or other professional advice. Engaging us for professional services creates obligations only as expressly set out in the applicable signed agreement.

9 · Limitation of liability

To the maximum extent permitted by applicable law, QiYuan Labs and its officers, employees, contractors, and affiliates shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or any loss of profits, revenue, data, goodwill, or other intangible losses, arising out of or in connection with your access to or use of the Site, even if we have been advised of the possibility of such damages.

To the maximum extent permitted by applicable law, our aggregate liability arising out of or relating to your use of the Site shall not exceed one hundred US dollars (US$100). Liability arising under a separate signed services agreement is governed by the limitation-of-liability provisions of that agreement.

10 · Indemnification

You agree to indemnify, defend, and hold harmless QiYuan Labs and its officers, employees, contractors, and affiliates from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of (a) your breach of these Terms, (b) your violation of applicable law, or (c) your misuse of the Site.

11 · Termination

We may suspend or terminate your access to the Site at any time, with or without notice, for any reason, including violation of these Terms. Sections that by their nature should survive termination (including intellectual property, disclaimers, limitation of liability, indemnification, and governing law) will survive.

12 · Governing law and disputes

These Terms are governed by the laws of the State of Wyoming, United States, without regard to its conflict-of-law principles. The exclusive venue for any dispute arising out of or relating to these Terms or the Site shall be the state and federal courts located in Sheridan County, Wyoming, and you consent to the personal jurisdiction of those courts.

13 · Changes to these terms

We may revise these Terms from time to time. When we do, we will update the "Last updated" date above. Material changes will be communicated through the Site or by email to active clients where appropriate. Your continued use of the Site after a change takes effect constitutes acceptance of the revised Terms.

14 · Contact

Questions about these Terms? Reach us at:

QiYuan Labs LLC
30 N Gould St Ste N
Sheridan, WY 82801
United States
Email: [email protected]