Please read these Terms of Service carefully before using the ClearRoc website or engaging our Computer Systems Design and Related Services.
For the purposes of these Terms of Service, the following capitalized terms shall have the meanings set forth below. These definitions apply equally to both singular and plural forms, unless the context clearly requires otherwise.
By accessing or using the ClearRoc website, submitting a contact inquiry, requesting a proposal, or entering into any engagement with ClearRoc for the provision of Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service in their entirety. If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.
If you do not agree with any provision of these Terms, you must immediately discontinue use of the Website and refrain from requesting or receiving any Services from ClearRoc. ClearRoc reserves the right to refuse service to anyone for any reason at any time, subject to obligations under any existing contractual agreements.
These Terms constitute the entire agreement between you and ClearRoc regarding the subject matter hereof and supersede all prior or contemporaneous communications, understandings, and agreements, whether oral or written, relating to such subject matter. No modification of these Terms shall be effective unless made in writing and signed by an authorized representative of ClearRoc.
Your use of the Website does not create a client relationship. A formal client relationship is established only upon the mutual execution of a statement of work or service agreement that references these Terms.
ClearRoc provides Computer Systems Design and Related Services, encompassing a broad range of professional technology consulting and engineering disciplines. Our Services are tailored to each Clients specific requirements and are delivered through structured engagement protocols described on our Website and formalized in individual statements of work.
The specific scope, deliverables, timeline, and fees for any Service engagement shall be defined in a separate statement of work or service agreement executed by both parties. ClearRoc makes no guarantee that any particular outcome or result will be achieved unless explicitly warranted in writing within such an agreement.
The Client agrees to fulfill the following obligations to enable ClearRoc to deliver Services effectively and to maintain a productive working relationship.
The Client shall provide accurate, complete, and timely information as reasonably required by ClearRoc to perform the Services. This includes but is not limited to system access credentials, architectural documentation, operational context, business requirements, and technical constraints. ClearRoc shall not be liable for delays, errors, or deficiencies arising from the Clients failure to provide accurate or timely information.
The Client shall grant ClearRoc reasonable access to its systems, infrastructure, personnel, and facilities as necessary for the performance of Services. The Client shall designate a primary point of contact with sufficient authority and technical knowledge to facilitate communication and decision-making throughout the engagement.
The Client represents and warrants that its use of the Services and any materials, data, or instructions provided to ClearRoc comply with all applicable laws and regulations, including those governing data protection, export control, intellectual property, and industry-specific standards. The Client shall indemnify and hold ClearRoc harmless against any claims arising from the Clients violation of applicable laws.
Each party retains all right, title, and interest in and to its pre-existing intellectual property. ClearRoc retains ownership of all tools, libraries, frameworks, methodologies, know-how, templates, and other materials that ClearRoc developed prior to or independently of the engagement with the Client. Any pre-existing intellectual property incorporated into Deliverables remains the property of ClearRoc, and ClearRoc grants the Client a perpetual, non-exclusive, non-transferable license to use such pre-existing materials solely as integrated within the Deliverables.
Upon full payment of all fees due for the applicable Services, ClearRoc assigns to the Client all right, title, and interest in and to the Deliverables created specifically for the Client under the applicable statement of work. This assignment excludes any pre-existing intellectual property as described above and any third-party components subject to their own license terms.
The Client grants ClearRoc a limited, non-exclusive license to use the Clients materials, data, systems, and intellectual property solely to the extent necessary to perform the Services. This license terminates upon completion or termination of the relevant engagement.
ClearRoc retains the right to use general knowledge, skills, experience, ideas, concepts, and techniques acquired or used in the course of providing Services, provided that such use does not disclose the Clients Confidential Information or infringe the Clients intellectual property rights in the Deliverables.
Each party agrees to hold the other partys Confidential Information in strict confidence and to use such information solely for the purpose of performing or receiving the Services under this Agreement. Neither party shall disclose Confidential Information to any third party without the disclosing partys prior written consent, except as required by law or court order.
Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement by the receiving party; (b) was rightfully in the receiving partys possession prior to disclosure by the disclosing party; (c) is independently developed by the receiving party without use of or reference to the disclosing partys Confidential Information; or (d) is rightfully obtained by the receiving party from a third party not under a duty of confidentiality.
The obligations of confidentiality under this section shall survive termination of this Agreement and continue for a period of three years from the date of disclosure, or indefinitely for information constituting a trade secret under applicable law.
Fees for Services shall be set forth in the applicable statement of work or service agreement. ClearRoc may offer Services on a fixed-price, time-and-materials, retainer, or other basis as agreed with the Client. Unless otherwise specified, all fees are quoted in United States Dollars and are exclusive of applicable taxes.
Unless otherwise agreed in writing, invoices are payable within thirty calendar days from the date of invoice. ClearRoc reserves the right to suspend Services if payment is not received when due, provided that ClearRoc has given the Client at least ten business days written notice of such suspension. Late payments shall accrue interest at the rate of 1.5% per month, or the maximum rate permitted by applicable law, whichever is lower.
The Client is responsible for all sales, use, value-added, withholding, and other taxes and duties associated with the Services, excluding taxes based on ClearRocs net income. If the Client is required to withhold any tax from payments to ClearRoc, the Client shall gross up the payment so that ClearRoc receives the full amount due.
To the fullest extent permitted by applicable law, ClearRoc and Kunming PengLuoQing Trading Co., Ltd., including their respective officers, directors, employees, agents, and subcontractors, shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, loss of data, business interruption, loss of goodwill, or cost of procurement of substitute services, arising out of or in connection with these Terms, the Services, or the use of the Website, whether based on warranty, contract, tort (including negligence), statute, or any other legal theory, even if ClearRoc has been advised of the possibility of such damages.
ClearRocs total aggregate liability for any and all claims arising out of or relating to these Terms or the Services shall not exceed the total fees paid by the Client to ClearRoc for the specific Service giving rise to the claim during the twelve-month period immediately preceding the event that gave rise to the claim. In the case of Services provided on a fixed-price basis, the cap shall be the total fixed price for that Service.
The limitations in this section shall not apply to: (a) liability arising from ClearRocs gross negligence, willful misconduct, or fraud; (b) liability for death or personal injury; or (c) any liability that cannot be excluded or limited under applicable law. Nothing in these Terms purports to exclude or limit liability to an extent prohibited by the laws of the Peoples Republic of China.
The Client acknowledges that the fees charged by ClearRoc reflect the allocation of risk contained in this section and that ClearRoc would not enter into this Agreement without these limitations. These limitations are fundamental elements of the basis of the bargain between the parties.
Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder without violating any other agreement or applicable law.
ClearRoc warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. If the Client believes that any Service fails to meet this standard, the Client must notify ClearRoc in writing within thirty days of the delivery of the applicable Service. ClearRocs sole obligation and the Clients exclusive remedy for breach of this warranty shall be, at ClearRocs option, to reperform the non-conforming Service at no additional charge, or to refund the fees paid for the non-conforming portion of the Service.
Except as expressly stated in these Terms, ClearRoc provides all Services and the Website on an as-is and as-available basis, without warranties of any kind, whether express, implied, statutory, or otherwise. ClearRoc specifically disclaims all implied warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. ClearRoc does not warrant that the Services or Website will be uninterrupted, error-free, or completely secure.
The Client agrees to indemnify, defend, and hold harmless ClearRoc, Kunming PengLuoQing Trading Co., Ltd., and their respective officers, directors, employees, agents, and subcontractors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) the Clients breach of these Terms; (b) the Clients use of the Services in violation of applicable law or third-party rights; (c) the Clients data, materials, or instructions provided to ClearRoc; or (d) the Clients gross negligence or willful misconduct.
ClearRoc shall promptly notify the Client of any claim for which indemnification is sought and shall reasonably cooperate with the Client in the defense of such claim, at the Clients expense. The Client shall have sole control over the defense and settlement of the claim, provided that the Client shall not enter into any settlement that imposes any obligation on or admission of liability by ClearRoc without ClearRocs prior written consent.
These Terms shall remain in full force and effect while you access the Website or receive Services from ClearRoc. For Services governed by a separate statement of work, the term of such engagement shall be as specified in that document.
Either party may terminate a Service engagement upon thirty calendar days written notice to the other party, unless a different termination notice period is specified in the applicable statement of work. In the event of termination for convenience by the Client, the Client shall pay ClearRoc for all Services performed through the effective date of termination, plus any non-cancellable costs incurred by ClearRoc in connection with the engagement.
Either party may terminate a Service engagement immediately upon written notice if the other party commits a material breach of these Terms or the applicable statement of work and fails to cure such breach within fifteen calendar days after receiving written notice describing the breach. ClearRoc may also terminate immediately if the Client fails to pay undisputed fees when due.
Upon termination, the Client shall pay all outstanding fees and expenses due to ClearRoc. ClearRoc shall deliver to the Client all completed Deliverables for which payment has been received. Sections pertaining to confidentiality, intellectual property, limitation of liability, indemnification, and any other provisions that by their nature should survive shall survive termination.
The parties shall attempt to resolve any dispute arising out of or relating to these Terms or the Services through good-faith negotiation. Either party may initiate negotiation by delivering a written notice describing the dispute and proposing a resolution. The parties shall meet (in person or via teleconference) within fifteen business days of such notice to attempt to resolve the dispute amicably.
If the parties are unable to resolve the dispute through negotiation within thirty calendar days, either party may refer the dispute to mediation administered by a mutually agreed mediation institution in Kunming, Yunnan, China. The parties shall share equally the costs of mediation.
If mediation fails to resolve the dispute, the matter shall be settled by binding arbitration administered by the China International Economic and Trade Arbitration Commission (CIETAC) in accordance with its rules then in effect. The arbitration shall be conducted in Kunming, Yunnan, China, in the English language, by a single arbitrator mutually selected by the parties. The arbitral award shall be final and binding, and judgment on the award may be entered in any court having jurisdiction.
These Terms and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the Peoples 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.
Neither party shall be liable for any failure or delay in performance of its obligations under these Terms or any statement of work 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, war, terrorism, civil unrest, government action, epidemic or pandemic, labor disputes, telecommunications failures, Internet outages, or utility failures.
The party affected by a force majeure event shall notify the other party promptly and shall use reasonable efforts to mitigate the effects of the event and to resume performance as soon as practicable. If a force majeure event continues for more than sixty calendar days, either party may terminate the affected Service engagement upon written notice without liability for such termination.
These Terms, together with any applicable statement of work, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior oral and written agreements, representations, and understandings. No waiver, modification, or amendment of any provision of these Terms shall be effective unless in writing and signed by authorized representatives of both parties.
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed from these Terms. The remaining provisions shall continue in full force and effect.
The Client may not assign or transfer any rights or obligations under these Terms without ClearRocs prior written consent, which consent shall not be unreasonably withheld. ClearRoc may assign these Terms or any rights or obligations hereunder to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.
The failure of either party to enforce any provision of these Terms shall not constitute a waiver of that provision or of the right to enforce it at a later time. Any waiver must be in writing to be effective.
ClearRoc and the Client are independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Neither party has the authority to bind the other or to incur any obligation on the others behalf.
All notices under these Terms shall be in writing and delivered by email (to service@clearroc.mom for notices to ClearRoc, and to the email address provided by the Client for notices to the Client) or by registered mail to the addresses specified herein or as otherwise communicated by the parties. Notices sent by email shall be deemed received on the next business day after transmission; notices sent by registered mail shall be deemed received five business days after posting.
The ClearRoc Website may contain links to third-party websites, services, and resources that are not owned or controlled by ClearRoc. ClearRoc has no control over and assumes no responsibility for the content, privacy policies, terms of service, or practices of any third-party websites or services.
You acknowledge and agree that ClearRoc 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 third-party websites or services. ClearRoc strongly advises you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.
In the course of delivering Services, ClearRoc may recommend, integrate, or configure third-party tools, platforms, or services on your behalf. ClearRoc makes no representations or warranties regarding such third-party offerings and your use thereof is subject to the respective third-party terms and conditions.