Terms of Service

1. Agreement to These Terms

These Terms of Service ("Terms") are a binding legal agreement between you and NingJing ("NingJing", "we", "us", or "our") and govern your access to and use of the NingJing platform, websites, booking pages, builder console, APIs, and all related tools and services (together, the "Services").

By creating an account, checking a box indicating acceptance, signing in, building or claiming a site, making or accepting a booking, or otherwise accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our policies. If you do not agree, do not access or use the Services.

If you use the Services on behalf of a business or other entity, you represent and warrant that you are authorized to bind that entity to these Terms, and "you" refers to that entity.

2. Who These Terms Cover

These Terms apply to everyone who uses the Services, including:

• "Spa Owner" or "Owner" — a business or individual that operates a booking site hosted on the Services.
• "Builder" — a person who finds, builds, pitches, refers, or hands off booking sites through our builder program for potential commission.
• "Customer" or "End User" — a person who visits a booking site and books, or attempts to book, an appointment.
• "Content" — any text, images, logos, business listings, services, prices, hours, reviews, and other materials submitted to, generated on, or displayed through the Services.

"You" means whichever of the above applies to you; where a section is addressed to a specific group, the rest of these Terms still apply to you in full.

3. Eligibility & Accounts

You must be at least 18 years old and able to form a binding contract to use the Services. You agree to provide accurate, current, and complete information and to keep it up to date.

Authentication is handled through your third-party sign-in (e.g., Google). You are responsible for all activity that occurs under your account and for safeguarding access to it. Notify us promptly of any unauthorized use. We are not liable for any loss arising from unauthorized use of your account.

4. Everything Is Subject to Change; Nothing Is Guaranteed

The Services are provided on an "as is" and "as available" basis. To the maximum extent permitted by law, we make NO guarantees, promises, representations, or warranties of any kind regarding the Services or their outcomes, including, without limitation, any guarantee of availability, uptime, reliability, accuracy, performance, results, bookings, customers, revenue, search ranking, exposure, earnings, or commissions.

We may, at our sole discretion and at any time, with or without notice to you, add, change, reduce, suspend, withhold, or eliminate any of the following:

• Pricing, service fees, booking fees, commission rates, free tiers, thresholds, and any other payment terms — including for amounts not yet earned or paid;
• Features, functionality, design, content, integrations, and the availability or continued existence of any part of the Services, including analytics, reporting, and the builder program;
• Eligibility for, and the calculation, qualification, timing, method, and amount of, any payout, commission, credit, or benefit;
• These Terms and any related policy, guideline, or program rule.

You should not rely on any current price, fee, rate, feature, metric, or earning level continuing in the future. Any figures, estimates, projections, or examples we provide are illustrative only and are not a promise or guarantee of any result. Past performance does not guarantee future results.

5. Fees & Pricing (Spa Owners and Customers)

It is currently free for a Spa Owner to create and host a booking site. We may charge a service or booking fee in connection with bookings, which is typically charged to the Customer at the time of booking. The amount of any fee, who bears it, and the overall pricing model are determined by us and are subject to change at any time, at our sole discretion.

Where required, fees are disclosed before a charge is completed. By completing a booking or transaction, you authorize the disclosed charges. Except as required by law or expressly stated at checkout, fees are non-refundable. Refunds, credits, cancellations, and rescheduling for the spa services themselves are handled solely by the Spa Owner under that Owner's own policies.

Payments may be processed by third-party providers (for example, Stripe). Your use of those payment services is also subject to their terms, and we are not responsible for their acts or omissions.

6. Builders: Independent Contractor; No Guaranteed Earnings

If you participate in the builder program, you do so as an independent contractor. Nothing in these Terms or the program creates an employment, agency, partnership, joint venture, or franchise relationship. You are not entitled to wages, benefits, expense reimbursement, minimum work, guaranteed hours, or any guaranteed income.

Commissions and any other earnings are NOT guaranteed. We do not promise any leads, claims, conversions, sales, or that any site you build, claim, or pitch will result in any payment to you.

Commission rates, qualification criteria (including any requirement that a site go live and be verified on the Owner's Google Business listing or any other condition), payout amounts, schedules, minimum payout thresholds, and payment methods are set by us in our sole discretion and may be added, changed, reduced, delayed, withheld, or eliminated at any time, with or without notice, including with respect to amounts not yet earned or paid.

A commission is earned only if and when all conditions of the then-current commission policy are fully satisfied. Until that occurs, no commission is owed or accrued. We may withhold, reverse, offset, or claw back any amount for fraud, misrepresentation, duplicate, fake, or low-quality sites, manipulation, policy or legal violations, Owner cancellation or non-payment, chargebacks, or error.

We may modify, suspend, or discontinue the builder program, or your participation in it, at any time and for any or no reason, without liability to you.

You are solely responsible for all taxes on any amounts paid to you. We may require tax documentation (such as a Form W-9) and may issue tax forms (such as a Form 1099) as required by law.

7. Spa Owners: Your Responsibilities; No Guaranteed Results

You are solely responsible for the accuracy, completeness, and legality of your Content and your site, including your business name, services, prices, hours, staff, availability, and policies; for honoring the bookings you accept; for your communications and dealings with Customers; and for your compliance with all applicable laws and regulations (including consumer-protection, tax, health, licensing, advertising, accessibility, and privacy laws).

The contract for any appointment, service, payment, or refund is solely between you and your Customer. We are not a party to it and are not responsible for the services you provide, your pricing, your cancellations, no-shows, refunds, or any dispute between you and a Customer.

We do not guarantee any number of bookings, customers, revenue, visibility, ranking, or any other business outcome.

You grant us a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, reproduce, adapt, format, and display your Content as necessary to operate, provide, secure, promote, and improve the Services. You represent and warrant that you own or have all rights necessary to your Content and that it does not infringe or violate any law or any third party's rights.

We may modify, suspend, remove, disable, or terminate any site, Content, feature, or account at any time, including for violations of these Terms or at our discretion. Where a Builder hands a site off to you, you become responsible for the account and site upon transfer.

8. Customers / Website Users

NingJing provides the technology that lets Spa Owners offer online booking. Any appointment or service you book is provided by, and is an agreement between you and, the spa — not NingJing. We do not provide spa services and are not responsible for them, including their quality, safety, timing, cancellation, rescheduling, refunds, or any dispute, all of which are between you and the spa.

Listings, descriptions, prices, availability, and hours are supplied by Spa Owners and may be incomplete, inaccurate, or subject to change. We do not guarantee that any listing is accurate, that a time slot is available, or that a booking will be honored.

Any fee charged to you is shown before you confirm a booking. By confirming, you authorize that charge. Fees are non-refundable except as required by law or as stated at checkout.

9. Analytics, Data & Privacy

We collect, process, and store data relating to the Services and their use, including account data, booking data, device and usage analytics, and aggregated metrics, in order to operate, secure, analyze, support, and improve the Services.

We may create and use de-identified or aggregated data for any lawful business purpose, including analytics and improving and marketing the Services. Our data practices may change at any time.

Where we maintain a Privacy Policy, it is incorporated into these Terms by reference; to the extent it conflicts with these Terms regarding personal data, the Privacy Policy controls. Any analytics, dashboards, or reporting we provide are offered for convenience only, on an "as is" basis, and may be incomplete, delayed, estimated, or inaccurate — do not rely on them as a system of record.

10. Third-Party Services

The Services rely on and may link to third-party services (for example, Google, Stripe, mapping, and email providers). We do not control and are not responsible for third-party services, their availability, or their acts or omissions, and your use of them may be governed by their own terms and policies.

11. Acceptable Use

You agree not to, and not to permit anyone to:

• use the Services for any unlawful, fraudulent, deceptive, or harmful purpose;
• post false, misleading, infringing, or unauthorized Content, or create fake or duplicate sites, bookings, reviews, leads, or accounts;
• circumvent, manipulate, or avoid any fee, commission rule, or qualification requirement;
• scrape, harvest, overload, disrupt, or interfere with the Services or their security or integrity;
• reverse engineer, decompile, or attempt to access source code except as permitted by law;
• impersonate any person or misrepresent your affiliation; or
• use the Services to send spam or unsolicited communications.

We may investigate and may suspend or terminate access for any violation, and may cooperate with law enforcement.

12. Intellectual Property

We and our licensors own the Services and all related software, designs, trademarks, and intellectual property. Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for their intended purpose. Except as expressly permitted, you may not copy, modify, distribute, sell, lease, or create derivative works from any part of the Services.

13. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED. ANY RELIANCE ON THE SERVICES IS AT YOUR OWN RISK.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER NINGJING NOR ITS AFFILIATES, OFFICERS, EMPLOYEES, CONTRACTORS, OR AGENTS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, EARNINGS, COMMISSIONS, DATA, GOODWILL, OR BUSINESS, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU ACTUALLY PAID TO US IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US $100).

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above may not apply to you. In such cases, our liability is limited to the maximum extent permitted by law.

15. Indemnification

You agree to defend, indemnify, and hold harmless NingJing and its affiliates, officers, employees, contractors, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: your Content; your use of the Services; the spa services or business you operate (Owners); your sales, pitches, referrals, or representations (Builders); or your violation of these Terms, any law, or any third-party right.

16. Modification & Discontinuation of the Services

We may modify, suspend, or discontinue all or any part of the Services at any time, temporarily or permanently, with or without notice. We will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services.

17. Term & Termination

These Terms apply for as long as you use the Services. We may suspend or terminate your access at any time, with or without cause or notice. You may stop using the Services at any time. Provisions that by their nature should survive termination — including fees owed, intellectual property, disclaimers, limitations of liability, indemnification, and dispute resolution — will survive.

18. Changes to These Terms

We may update these Terms at any time. The "last updated" date and version below indicate the current version. If we make material changes, we may notify you through the Services or by email. Your continued use of the Services after changes take effect constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Services.

19. Dispute Resolution; Arbitration; Class-Action Waiver

Please read this section carefully — it affects your legal rights.

Informal resolution first: before filing a claim, you agree to contact us and attempt in good faith to resolve the dispute informally.

Binding arbitration: except for the carve-outs below, you and we agree that any dispute arising out of or relating to these Terms or the Services will be resolved by final and binding individual arbitration, rather than in court. You and we waive the right to a trial by jury.

Class-action waiver: to the fullest extent permitted by law, you and we agree that each may bring claims against the other only on an individual basis and not as a plaintiff or class member in any class, consolidated, or representative action.

Carve-outs: either party may bring an individual claim in small-claims court, and either party may seek injunctive or equitable relief in court for actual or threatened infringement or misuse of intellectual property.

20. Governing Law & Venue

These Terms are governed by the laws of the State of Wyoming, USA, without regard to its conflict-of-laws rules. Subject to the arbitration section above, the exclusive venue for any dispute will be the state or federal courts located in the State of Wyoming, USA, and you consent to their jurisdiction.

21. General

These Terms (together with any policies referenced in them) are the entire agreement between you and us regarding the Services and supersede any prior agreements. If any provision is held unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be enforced to the maximum extent permitted. Our failure to enforce any provision is not a waiver. You may not assign these Terms without our prior written consent; we may assign them freely. We are not liable for any delay or failure caused by events beyond our reasonable control. Section headings are for convenience only. The parties are independent contractors.

22. Electronic Acceptance & Contact

By checking the acceptance box, signing in, or otherwise using the Services, you consent to entering into this agreement electronically and you acknowledge that you have read, understood, and agree to these Terms.

Questions about these Terms may be sent to legal@ningjing.app.