TermsofService

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("Client", "you"), and Vaxen Tech Solutions ("Vaxen", "we", "us"), concerning your access to and use of this website as well as any related services, applications, or consulting endpoints (collectively, the "Services"). By accessing the Services, you agree that you have read, understood, and agree to be bound by all of these Terms. If you do not agree, you must discontinue use immediately.

2. Provision of Services and SOWs

Information detailing specific software development, DevOps, integration, or AI infrastructure services, including deliverables, timelines, and costs, will be governed by individually executed Statements of Work (SOWs) or Master Service Agreements (MSAs). In the event of a conflict between these general Terms and an executed MSA/SOW, the MSA/SOW shall supersede these Terms concerning that specific engagement.

3. Intellectual Property Rights

Unless otherwise stipulated in an MSA/SOW:

• Vaxen Background IP: Vaxen retains all rights, title, and interest in our pre-existing libraries, frameworks, tools, and methodologies utilized during the provision of Services.
• Client Materials: You retain all rights to the brand assets, data, and proprietary code you provide to us.
• Deliverables: Upon receipt of full payment for an SOW, Vaxen grants you a worldwide, royalty-free, perpetual license to use the developed software or hands over full copyright assignment as distinctly defined in your respective MSA.

4. Confidentiality

Both parties agree to hold in strict confidence any proprietary or confidential information disclosed during the course of business. This includes pricing, technical architecture, business strategies, and source code. Confidential information shall only be used for the purpose of fulfilling the mutual business arrangement and shall not be disclosed to any third party without prior written consent, except where required by law.

5. Disclaimer of Warranties

THE SERVICES AND WEBSITE ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. VAXEN TECH SOLUTIONS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

6. Limitation of Liability

IN NO EVENT WILL VAXEN TECH SOLUTIONS, OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING.

7. Governing Law and Dispute Resolution

These Terms and any dispute arising out of or in connection with them or their subject matter shall be governed by and construed in accordance with the laws of Kenya. Any dispute, controversy, or claim arising out of or relating to these Terms shall be settled by binding arbitration in Nairobi, Kenya, in accordance with the rules of the Nairobi Centre for International Arbitration (NCIA).