Terms of Service
Last updated: June 23, 2026
These Terms of Service (Terms) constitute a legally binding agreement between you (the Client, you, or your) and Lingao VerdantLeaf Technology Co., Ltd. (VerdantLeaf, we, us, or our), a company registered in Hainan Province, China. These Terms govern your access to and use of the website located at verdantleaf.mom, including all subdomains and related services, and the professional computer systems design, integration, consulting, engineering, and managed services we provide.
By accessing our website, requesting a consultation, or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree with any part of these Terms, you must not use our website or services.
1. Definitions
For the purposes of these Terms, the following definitions apply:
- Services: All professional services provided by VerdantLeaf, including but not limited to computer systems architecture and design, network infrastructure engineering, cloud migration and hybrid deployment, cybersecurity consulting, data center design, managed operations, technical assessments, and any related deliverables produced in the course of an engagement.
- Deliverables: All work product, documentation, designs, specifications, reports, diagrams, code, configurations, and other materials created by VerdantLeaf and delivered to the Client as part of the Services.
- Statement of Work (SOW): A written document executed by both parties that defines the specific scope, deliverables, timeline, fees, and terms for a particular project or engagement.
- Website: The website located at verdantleaf.mom and all associated subdomains, pages, and functionality.
- Client Materials: Any data, documents, software, hardware, configurations, access credentials, or other materials provided by the Client to VerdantLeaf for use in performing the Services.
2. Website Use
2.1 Acceptable Use
You agree to use the Website only for lawful purposes and in a manner that does not infringe the rights of, or restrict or inhibit the use and enjoyment of, the Website by any third party. Prohibited conduct includes, but is not limited to:
- Using the Website in any way that violates applicable local, national, or international law or regulation.
- Attempting to gain unauthorized access to the Website, the server on which it is hosted, or any server, computer, or database connected to the Website.
- Introducing viruses, malware, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
- Using any automated system, including robots, spiders, or scrapers, to access the Website in a manner that sends more request messages to our servers than a human can reasonably produce in the same period.
- Collecting or harvesting any personally identifiable information from the Website.
2.2 Intellectual Property — Website
All content on the Website, including text, graphics, logos, icons, images, audio clips, video clips, data compilations, software, and the design and arrangement thereof, is the exclusive property of VerdantLeaf or its content suppliers and is protected by applicable intellectual property laws. You may not reproduce, distribute, modify, create derivative works from, publicly display, or otherwise exploit any Website content without our prior written consent.
2.3 Website Availability
We strive to ensure the Website is available and functioning properly. However, we do not guarantee uninterrupted access. We may suspend, withdraw, or restrict the availability of all or any part of the Website for operational, maintenance, security, or other business reasons without prior notice. We shall not be liable if the Website is unavailable at any time or for any period.
3. Professional Services
3.1 Engagement
All professional Services are provided pursuant to a duly executed Statement of Work, service agreement, or other mutually agreed written instrument (collectively, the Agreement). In the event of any conflict or inconsistency between these Terms and the Agreement, the Agreement shall prevail with respect to the specific Services described therein. No Services shall commence, and VerdantLeaf shall have no obligation to perform, until the Agreement is executed by authorized representatives of both parties.
3.2 Standard of Performance
VerdantLeaf warrants that Services shall be performed in a professional and workmanlike manner, with the degree of skill and care ordinarily exercised by reputable firms performing similar services in the computer systems design industry. This warranty is valid for a period of ninety (90) days following delivery of the applicable Services or Deliverables, unless a different warranty period is specified in the Agreement.
As the Client's sole and exclusive remedy for breach of this warranty, VerdantLeaf shall, at its option, either re-perform the non-conforming Services at no additional charge or refund the fees paid for the non-conforming portion of the Services.
3.3 Client Obligations
The Client acknowledges that VerdantLeaf's ability to perform the Services depends on the Client's timely and complete cooperation. The Client agrees to:
- Provide accurate, complete, and timely information, access, and Client Materials as reasonably requested by VerdantLeaf.
- Designate a qualified point of contact with authority to make decisions and provide approvals on behalf of the Client.
- Review Deliverables and provide feedback within the timeframes specified in the Agreement.
- Ensure that its personnel and contractors cooperate reasonably with VerdantLeaf's team.
- Obtain and maintain any third-party licenses, consents, or approvals required for VerdantLeaf to use Client Materials or third-party products in performing the Services.
VerdantLeaf shall not be responsible for delays or failures in performance resulting from the Client's failure to fulfill these obligations.
3.4 Change Orders
Either party may propose changes to the scope, timeline, or deliverables of an engagement. Any material change must be documented in a written change order signed by both parties. VerdantLeaf shall not be obligated to perform work beyond the scope defined in the Agreement without an executed change order.
4. Fees, Payment, and Expenses
4.1 Fees
Fees for Services shall be set forth in the applicable Agreement and may be structured as fixed-price, time-and-materials, retainer, or such other basis as the parties agree. All fees are exclusive of applicable taxes, duties, and levies, which shall be the responsibility of the Client unless otherwise stated.
4.2 Payment Terms
Unless otherwise specified in the Agreement, invoices are payable within thirty (30) calendar days of the invoice date. Late payments shall accrue interest at the rate of 1.5% per month, or the maximum rate permitted by applicable law, whichever is lower. VerdantLeaf reserves the right to suspend or terminate Services if any invoice remains unpaid for more than sixty (60) days beyond its due date, provided VerdantLeaf has given the Client at least ten (10) business days prior written notice.
4.3 Expenses
The Client shall reimburse VerdantLeaf for reasonable, pre-approved out-of-pocket expenses incurred in connection with the Services, including travel, accommodation, materials, and third-party license fees, as set forth in the applicable Agreement.
5. Intellectual Property Rights
5.1 Pre-Existing IP
Each party retains all right, title, and interest in and to its pre-existing intellectual property, including any improvements or modifications thereto made during the term of the Agreement. Nothing in these Terms or any Agreement shall be construed as transferring ownership of pre-existing intellectual property from one party to the other.
5.2 Deliverables
Unless otherwise agreed in writing, upon full payment of all fees due for the applicable Services, VerdantLeaf grants the Client a perpetual, irrevocable, non-exclusive, non-transferable, worldwide license to use the Deliverables for the Client's internal business purposes. VerdantLeaf retains ownership of all Deliverables and all intellectual property rights therein, subject to the license granted herein. The Agreement may specify alternative IP arrangements, including full assignment of Deliverables to the Client, which shall supersede this section.
5.3 Client Materials
The Client grants VerdantLeaf a limited, non-exclusive, royalty-free license to use Client Materials solely as necessary to perform the Services. The Client represents and warrants that it has all rights necessary to grant this license and that VerdantLeaf's use of Client Materials as contemplated will not infringe or violate the rights of any third party.
6. Confidentiality
6.1 Definition
Confidential Information means any non-public information disclosed by one party (the Disclosing Party) to the other (the Receiving Party), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, trade secrets, technical specifications, business plans, financial data, Client data, security information, and the terms of any Agreement.
6.2 Obligations
The Receiving Party agrees to: (a) protect the Disclosing Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information of like nature, but no less than reasonable care; (b) use Confidential Information only as necessary to perform obligations or exercise rights under these Terms or the applicable Agreement; and (c) limit access to Confidential Information to its employees, contractors, and agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein.
6.3 Exceptions
Confidentiality obligations shall not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was in the Receiving Party's lawful possession without restriction prior to disclosure; (c) is lawfully disclosed to the Receiving Party by a third party without restriction; (d) is independently developed by the Receiving Party without use of or reference to the Confidential Information; or (e) is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives the Disclosing Party prompt notice and reasonable assistance to seek a protective order.
7. Limitation of Liability
7.1 Disclaimer of Certain Damages
To the maximum extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of profits, revenue, business, anticipated savings, goodwill, data, or business interruption, arising out of or related to these Terms or the Services, whether based on contract, tort (including negligence), strict liability, or any other legal theory, even if the party has been advised of the possibility of such damages.
7.2 Aggregate Liability Cap
To the maximum extent permitted by applicable law, each party's total aggregate liability arising out of or related to these Terms or the Services, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid or payable by the Client to VerdantLeaf under the applicable Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.
7.3 Exceptions
The limitations in Sections 7.1 and 7.2 shall not apply to: (a) a party's fraud, gross negligence, or willful misconduct; (b) breach of confidentiality obligations under Section 6; (c) infringement or misappropriation of intellectual property rights; or (d) any liability that cannot be excluded or limited by applicable law.
8. Indemnification
8.1 By VerdantLeaf
VerdantLeaf shall defend, indemnify, and hold harmless the Client from and against any third-party claim that the Deliverables, when used as authorized, infringe a third party's copyright, patent, trademark, or trade secret, and shall pay any damages finally awarded or settlement amounts agreed to in writing by VerdantLeaf. This obligation does not apply to the extent the claim arises from: (a) Client Materials; (b) modifications made by the Client or a third party; (c) use of Deliverables in combination with products or services not provided by VerdantLeaf where the infringement would not have occurred but for the combination; or (d) the Client's continued use of infringing Deliverables after VerdantLeaf has provided a non-infringing alternative.
8.2 By Client
The Client shall defend, indemnify, and hold harmless VerdantLeaf from and against any third-party claim arising from: (a) Client Materials infringing or violating a third party's rights; (b) the Client's breach of these Terms; or (c) the Client's use of Deliverables in a manner not authorized by the Agreement.
8.3 Procedure
The indemnified party shall promptly notify the indemnifying party of any claim, give the indemnifying party sole control of the defense and settlement, and provide reasonable assistance at the indemnifying party's expense. The indemnifying party shall not settle any claim that imposes an admission of liability or financial obligation on the indemnified party without its prior written consent.
9. Term and Termination
9.1 Term
The term of each Agreement shall be as specified therein. These Terms shall remain in effect for as long as any Agreement is in effect between the parties.
9.2 Termination for Convenience
Unless otherwise specified in the Agreement, either party may terminate an Agreement without cause upon thirty (30) days prior written notice.
9.3 Termination for Cause
Either party may terminate an Agreement immediately upon written notice if the other party: (a) materially breaches the Agreement or these Terms and fails to cure such breach within thirty (30) days after receiving written notice describing the breach; or (b) becomes insolvent, makes a general assignment for the benefit of creditors, or files or has filed against it a petition in bankruptcy.
9.4 Effect of Termination
Upon termination: (a) the Client shall pay VerdantLeaf for all Services performed and expenses incurred through the effective date of termination; (b) each party shall return or destroy the other party's Confidential Information, except as needed for legal or regulatory compliance; and (c) the rights and obligations under Sections 5 (Intellectual Property), 6 (Confidentiality), 7 (Limitation of Liability), 8 (Indemnification), and 10 (Dispute Resolution) shall survive termination.
10. Dispute Resolution
10.1 Informal Resolution
In the event of any dispute arising out of or relating to these Terms or the Services, the parties shall first attempt to resolve the dispute informally through good-faith negotiations. The disputing party shall provide written notice describing the dispute, and senior representatives of both parties shall meet (in person or via teleconference) within fifteen (15) business days to seek a resolution.
10.2 Mediation
If the dispute is not resolved through negotiations within thirty (30) days of the initial notice, either party may refer the dispute to mediation. The mediation shall be conducted in accordance with the rules of a mutually agreed mediation provider, at a mutually agreed location. The parties shall share equally the costs of the mediator and the mediation facility.
10.3 Arbitration
If mediation does not resolve the dispute within sixty (60) days of the referral to mediation, the dispute shall be resolved by binding arbitration administered by the Hainan International Arbitration Court (HIAC) in accordance with its rules then in effect. The arbitration shall be conducted in Haikou City, Hainan Province, China, in the English language, by a single arbitrator with experience in technology services disputes. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.
10.4 Governing Law
These Terms and any Agreement shall be governed by and construed in accordance with the laws of the People's 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.
11. General Provisions
11.1 Entire Agreement
These Terms, together with any applicable Agreement, SOW, or other written instrument executed by both parties, constitute the entire agreement between the parties concerning the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral.
11.2 Amendments
We reserve the right to modify these Terms at any time. Changes will be posted on this page with an updated Last updated date. Material changes to Terms that affect an ongoing Agreement shall not be effective unless agreed in writing by both parties. For website-only users, continued use of the Website after changes are posted constitutes acceptance of the modified Terms.
11.3 Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to achieve as nearly as possible the original intent, and the remaining provisions shall remain in full force and effect.
11.4 Waiver
No waiver of any breach of these Terms shall constitute a waiver of any subsequent breach of the same or any other provision. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
11.5 Assignment
Neither party may assign or transfer its rights or obligations under these Terms or any Agreement without the prior written consent of the other party, except that either party may assign its rights and obligations to a successor in connection with a merger, acquisition, or sale of substantially all of its assets. Any attempted assignment in violation of this section shall be void.
11.6 Force Majeure
Neither party shall be liable for any failure or delay in performance caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, pandemic, quarantine, governmental action, labor disputes, internet or utility failures, or vendor or supplier failures (each a Force Majeure Event). The affected party shall notify the other party promptly and use commercially reasonable efforts to resume performance as soon as practicable.
11.7 Independent Contractor
VerdantLeaf is an independent contractor. Nothing in these Terms or any Agreement creates a partnership, joint venture, agency, or employment relationship between the parties. Neither party has authority to bind or incur liability on behalf of the other.
11.8 Notices
All notices required or permitted under these Terms shall be in writing and delivered by email (with confirmation of receipt) to aihua@verdantleaf.mom for notices to VerdantLeaf, and to the email address provided by the Client for notices to the Client.
12. Contact
For questions, concerns, or legal notices regarding these Terms of Service, please contact us at:
Lingao VerdantLeaf Technology Co., Ltd.Room 1404, Unit 4, Building 16, Lvjian Garden
Lingao County, Haikou City
Hainan Province, 570000
China
Email: aihua@verdantleaf.mom
Phone: +1 (970) 893-7139
Website: https://verdantleaf.mom