1. Acceptance of Terms
These Terms of Service constitute a legally binding agreement between you, whether personally or on behalf of an entity, and Axiah Lab Inc., governing your access to and use of the www.axiahlab.lat website and any related services provided by Axiah Lab Inc.
Axiah Lab Inc. is a corporation organized under the laws of Canada, with its principal place of business at 39 135e av, Saint-Hippolyte, J8A 2J2, Canada. Throughout these terms, the terms Axiah Lab, we, us, and our refer to Axiah Lab Inc.
By accessing or using our website, or by engaging our professional services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not agree with any part of these terms, you are expressly prohibited from using our website and services and must discontinue use immediately.
We reserve the right to modify these Terms of Service at any time. Changes will become effective immediately upon posting to this page. Your continued use of the website or services after any such changes constitutes your acceptance of the revised terms. It is your responsibility to review these terms periodically.
2. Services Description
Axiah Lab provides computer systems design and related services within the Professional, Scientific, and Technical Services sector. Our services include but are not limited to systems architecture consulting, integrated solutions design, infrastructure engineering, technical consulting, custom software design, and managed operations support.
All services are provided on a professional services basis. The specific scope, deliverables, timeline, and fees for any engagement will be defined in a separate written agreement, statement of work, or service proposal executed between Axiah Lab and the client. In the event of any conflict between these Terms of Service and a separately executed agreement, the separately executed agreement shall control.
We make no representation that our website or services are appropriate or available for use in all locations. Those who access or use our website and services from jurisdictions outside Canada do so on their own initiative and are responsible for compliance with local laws, to the extent local laws are applicable.
3. User Obligations and Conduct
By using our website and services, you represent and warrant that you are at least eighteen years of age and have the legal capacity to enter into a binding agreement. If you are using the website or services on behalf of an organization, you represent that you have the authority to bind that organization to these terms.
You agree to use our website and services only for lawful purposes and in compliance with all applicable laws and regulations. You further agree not to engage in any of the following prohibited conduct:
- Using the website in any way that violates any applicable federal, provincial, local, or international law or regulation.
- Attempting to gain unauthorized access to, interfere with, damage, or disrupt any parts of the website, the server on which the website is stored, or any server, computer, or database connected to the website.
- Introducing any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
- Engaging in any automated use of the website, including the use of scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
- Using the website to transmit, or procure the sending of, any unsolicited or unauthorized advertising, promotional material, junk mail, spam, or any other form of similar solicitation.
- Impersonating or attempting to impersonate Axiah Lab, an Axiah Lab employee, another user, or any other person or entity.
- Using any information obtained from the website to harass, abuse, or harm another person.
We reserve the right to terminate or suspend your access to our website and services without prior notice or liability for any conduct that we, in our sole discretion, determine violates these Terms of Service or is otherwise harmful to us, other users, or third parties.
4. Intellectual Property Rights
4.1 Website Content
All content, features, and functionality available on the www.axiahlab.lat website, including but not limited to text, graphics, logos, icons, images, audio clips, video clips, data compilations, page layout, underlying code, and software, is the exclusive property of Axiah Lab Inc. or its licensors and is protected by Canadian and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
The Axiah Lab name, the Axiah Lab logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Axiah Lab Inc. or its affiliates. You must not use such marks without the prior written permission of Axiah Lab Inc.
You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the website for your personal or internal business purposes. This license does not include any right to reproduce, duplicate, copy, sell, resell, visit, or otherwise exploit the website or its content for any commercial purpose without our express written consent.
4.2 Client Materials and Deliverables
Any materials, data, specifications, or other content provided by you to Axiah Lab in connection with a professional engagement remain your property. You grant Axiah Lab a non-exclusive, royalty-free license to use such materials solely as necessary to perform the contracted services.
Unless otherwise specified in a separate written agreement, all deliverables, designs, code, documentation, and work product created by Axiah Lab specifically for you as part of a paid professional engagement shall become your property upon full payment of all fees due for that engagement. Axiah Lab retains ownership of all pre-existing materials, tools, frameworks, and methodologies used in performing the services.
5. Fees and Payment
Fees for professional services provided by Axiah Lab are specified in the applicable service agreement, statement of work, or proposal. Unless otherwise agreed in writing, all fees are quoted and payable in United States Dollars or Canadian Dollars as specified in the agreement.
Payment terms, including invoicing schedule, due dates, and accepted payment methods, are set forth in each individual engagement agreement. Late payments may incur interest at the rate of one point five percent per month or the maximum rate permitted by applicable law, whichever is lower.
All fees are exclusive of applicable taxes, duties, and government charges unless otherwise stated. You are responsible for paying all sales, use, value-added, goods and services, harmonized, and other taxes and duties associated with the services, except for taxes based on Axiah Lab income.
6. Confidentiality
Each party acknowledges that in the course of the business relationship, it may receive or have access to confidential and proprietary information of the other party. Confidential information includes all non-public information, whether written or oral, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
Each party agrees to hold the other party confidential information in strict confidence, to use such information only for the purposes of performing its obligations or exercising its rights under these terms and any applicable service agreement, and not to disclose such information to any third party without the disclosing party prior written consent.
The confidentiality obligations shall survive termination of these terms and any service agreements for a period of three years, or indefinitely for trade secrets and information that constitutes personal information under applicable privacy law.
7. Limitation of Liability
To the maximum extent permitted by applicable law, Axiah Lab Inc., its affiliates, directors, officers, 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, loss of business, loss of goodwill, business interruption, or cost of substitute services, whether arising from contract, tort, strict liability, or any other legal theory, and regardless of whether advised of the possibility of such damages.
The total cumulative liability of Axiah Lab Inc. for any and all claims arising out of or relating to these Terms of Service or any services provided hereunder shall not exceed the total fees paid by you to Axiah Lab during the twelve-month period immediately preceding the event giving rise to the claim.
Some jurisdictions do not allow the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above exclusions or limitations may not apply, and you may have additional rights.
8. Disclaimer of Warranties
The website and its content are provided on an as is and as available basis without warranties of any kind, either express or implied. To the fullest extent permissible under applicable law, Axiah Lab disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and title.
Axiah Lab makes no representations or warranties of any kind regarding the accuracy, completeness, reliability, availability, or suitability of the website or its content. We do not warrant that the website will be uninterrupted, error-free, secure, or free of viruses or other harmful components, or that any defects will be corrected.
Any reliance you place on information provided on the website is strictly at your own risk. Professional services are provided subject to the terms of the applicable service agreement, which may include separate warranties and representations specific to the engagement.
9. Indemnification
You agree to defend, indemnify, and hold harmless Axiah Lab Inc., its affiliates, directors, officers, employees, agents, and subcontractors from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees, including reasonable legal fees, arising out of or relating to:
- Your violation of these Terms of Service.
- Your use of the website or services, including any use by your employees, contractors, or agents.
- Your violation of any third-party right, including any intellectual property right or privacy right.
- Any materials, data, or content you provide to Axiah Lab.
We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with us in asserting any available defenses.
10. Third-Party Links and Services
Our website may contain links to third-party websites or services that are not owned or controlled by Axiah Lab. We have no control over and assume no responsibility for the content, terms of service, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that Axiah Lab 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 third-party content, goods, or services.
We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.
11. Termination
These Terms of Service remain in full force and effect while you use our website or services. We may terminate or suspend your access to our website and services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach any provision of these Terms of Service.
Upon termination, your right to use the website and services will cease immediately. All provisions of these terms which by their nature should survive termination shall survive, including but not limited to ownership provisions, confidentiality obligations, warranty disclaimers, indemnification, and limitations of liability.
12. Governing Law and Dispute Resolution
These Terms of Service and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to conflict of law principles.
Any dispute, controversy, or claim arising out of or relating to these terms, or the breach, termination, or invalidity thereof, shall first be attempted to be resolved through good faith negotiation between the parties. If the dispute cannot be resolved through negotiation within thirty days, either party may pursue resolution through the courts of competent jurisdiction located in the Province of Quebec, Canada.
You agree that any claim or cause of action arising out of or related to these terms or the use of our website or services must be filed within one year after the cause of action arose, or be permanently barred.
13. General Provisions
13.1 Severability
If any provision of these Terms of Service 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 severed if modification is not possible. The remaining provisions shall continue in full force and effect.
13.2 Waiver
No waiver by Axiah Lab of any term or condition set forth in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Any failure of Axiah Lab to assert a right or provision under these terms shall not constitute a waiver of such right or provision.
13.3 Entire Agreement
These Terms of Service, together with our Privacy Policy and any separately executed service agreements, constitute the entire agreement between you and Axiah Lab Inc. regarding your use of our website and services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.
13.4 Assignment
You may not assign or transfer any of your rights or obligations under these Terms of Service without the prior written consent of Axiah Lab Inc. We may assign or transfer our rights and obligations under these terms without restriction, including to an affiliate or in connection with a merger, acquisition, or sale of assets.
13.5 Force Majeure
Neither party shall be liable for any failure or delay in performance under these terms, other than payment obligations, caused by circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.
13.6 Notices
All notices required or permitted under these Terms of Service shall be in writing and sent to the addresses set forth below or to such other address as either party may designate in writing:
Axiah Lab Inc.
39 135e av
Saint-Hippolyte, J8A 2J2
Canada (CA)
Email: help@axiahlab.lat
Phone: +1 (484) 759-9750
14. Contact Information
For questions, concerns, or notices regarding these Terms of Service, you may contact us at:
Axiah Lab Inc.
39 135e av, Saint-Hippolyte, J8A 2J2
Canada (CA)
Email: help@axiahlab.lat
Phone: +14847599750
Website: www.axiahlab.lat