Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and Akiba Health Solutions LLC ("Company," "we," "our," or "us") governing your access to and use of our website at www.akibahea.shop (the "Website") and our computer systems design, integration, and related services (collectively, the "Services").

By accessing or using our Website or Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Website or Services.

2. Description of Services

Akiba Health Solutions LLC provides professional computer systems design and related services, including but not limited to:

• Computer systems design and architecture
• System integration services
• Technical consulting and advisory services
• Network infrastructure design and implementation
• Cloud solutions and migration services
• Cybersecurity services
• Maintenance and support services

The specific scope, deliverables, timelines, and fees for Services will be detailed in separate engagement agreements or statements of work entered into between the Company and the client.

3. Eligibility and Account Registration

3.1 Eligibility

By using our Services, you represent and warrant that:

• You are at least 18 years of age
• You have the legal capacity to enter into these Terms
• You are not prohibited from using the Services under applicable law
• You will comply with these Terms and all applicable laws

3.2 Account Information

If you create an account or provide information to us, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your information
• Keep your account credentials secure and confidential
• Notify us immediately of any unauthorized access or security breach
• Accept responsibility for all activities that occur under your account

4. Intellectual Property Rights

4.1 Company Intellectual Property

The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

4.2 Limited License

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Website for your personal or internal business purposes. You may not:

• Modify, copy, or create derivative works based on the Website
• Remove any copyright or proprietary notices
• Transfer, sublicense, or distribute any content from the Website
• Use any data mining, robots, or similar data gathering methods
• Interfere with or disrupt the Website or its servers

4.3 Client Data and Deliverables

Ownership of deliverables and intellectual property rights will be governed by the specific terms of each engagement agreement. Unless otherwise agreed in writing:

• Client retains ownership of their pre-existing data and materials
• Company retains ownership of its pre-existing intellectual property and general methodologies
• Custom deliverables created specifically for Client will be owned by Client upon full payment

5. User Conduct and Prohibited Activities

You agree not to use the Website or Services for any purpose that is:

• Illegal, fraudulent, or harmful
• In violation of any applicable law or regulation
• To transmit spam, viruses, or malicious code
• To impersonate or misrepresent your affiliation with any person or entity
• To collect or track personal information of others without consent
• To interfere with or circumvent security features
• To generate automated traffic or disrupt service availability

6. Payment Terms

6.1 Fees and Billing

Fees for Services will be specified in the applicable engagement agreement. Unless otherwise stated:

• All fees are quoted in United States Dollars (USD)
• Payment terms are net 30 days from invoice date
• Late payments may incur service charges of 1.5% per month
• We reserve the right to suspend services for overdue accounts

6.2 Expenses

Reasonable out-of-pocket expenses incurred in performing Services may be billed separately with prior approval or as specified in the engagement agreement.

6.3 Taxes

All fees are exclusive of applicable taxes. You are responsible for all sales, use, value-added, and other taxes and duties.

7. Confidentiality

7.1 Confidential Information

Each party agrees to maintain in confidence all proprietary or confidential information disclosed by the other party ("Confidential Information"). Confidential Information includes, but is not limited to, technical data, trade secrets, know-how, business plans, customer lists, and pricing information.

7.2 Obligations

Each party agrees to:

• Use Confidential Information only for the purposes of the engagement
• Protect Confidential Information with the same degree of care used for its own confidential information
• Not disclose Confidential Information to third parties without prior written consent
• Limit access to Confidential Information to employees and contractors with a need to know

7.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach of these Terms
• Was rightfully in the receiving party's possession prior to disclosure
• Is independently developed without use of the disclosing party's Confidential Information
• Is required to be disclosed by law or court order (with prompt notice to the disclosing party)

8. Warranties and Disclaimers

8.1 Company Warranties

We warrant that:

• Services will be performed in a professional and workmanlike manner
• Deliverables will materially conform to agreed specifications
• We have the right to provide the Services and grant any licenses under these Terms

8.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OR AN APPLICABLE ENGAGEMENT AGREEMENT, THE WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

WE DO NOT WARRANT THAT:

• The Website or Services will meet your specific requirements
• The Website will be uninterrupted, timely, secure, or error-free
• Any errors in the Services will be corrected
• The Website is free of viruses or other harmful components

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AKIBA HEALTH SOLUTIONS LLC, ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your access to or use of or inability to access or use the Website or Services
• Any conduct or content of any third party on the Website
• Any content obtained from the Website
• Unauthorized access, use, or alteration of your transmissions or content

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS EXCEED THE AMOUNT YOU HAVE PAID TO US FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM, OR ONE THOUSAND DOLLARS ($1,000), WHICHEVER IS GREATER.

10. Indemnification

You agree to defend, indemnify, and hold harmless Akiba Health Solutions LLC and its licensees and licensors, and their employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from:

• Your use of and access to the Website or Services
• Your violation of any term of these Terms
• Your violation of any third-party right, including intellectual property or privacy rights
• Any claim that your use of the Website caused damage to a third party

11. Termination

11.1 Termination by You

You may terminate your use of the Website at any time. Termination of Services will be governed by the terms of the applicable engagement agreement.

11.2 Termination by Us

We may terminate or suspend your access to the Website or Services immediately, without prior notice or liability, for any reason, including but not limited to:

• Breach of these Terms
• Failure to pay fees when due
• Conduct that we determine to be harmful to other users, us, or third parties
• Extended periods of inactivity

11.3 Effect of Termination

Upon termination:

• All rights and licenses granted to you will immediately cease
• You must immediately cease all use of the Website and Services
• Sections intended to survive termination will remain in effect

12. Governing Law and Dispute Resolution

12.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Colorado, United States, without regard to its conflict of law provisions.

12.2 Dispute Resolution

Any dispute arising from or relating to these Terms or the Services shall first be attempted to be resolved through good faith negotiation. If negotiation fails, disputes shall be resolved through binding arbitration in Denver, Colorado, in accordance with the rules of the American Arbitration Association.

12.3 Class Action Waiver

ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. NEITHER YOU NOR WE WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION OR IN ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY.

13. Changes to Terms

We reserve the right to modify or replace these Terms at any time at our sole discretion. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Website or Services after any revisions become effective, you agree to be bound by the revised Terms.

14. Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

15. Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If we waive any breach of these Terms, this will not constitute a waiver of any subsequent breach.

16. Assignment

We may assign or transfer these Terms, in whole or in part, at any time with or without notice. You may not assign or transfer these Terms without our prior written consent. Any attempted assignment in violation of this provision is void.

17. Entire Agreement

These Terms, together with any applicable engagement agreements, statements of work, and our Privacy Policy, constitute the entire agreement between you and Akiba Health Solutions LLC regarding the Website and Services, and supersede all prior agreements and understandings.

18. Contact Information

If you have any questions about these Terms, please contact us:

Akiba Health Solutions LLC
212 Back Nine Dr Castle Pines
80108 United States
Email: support@akibahea.shop
Phone: +1 (940) 900-6578