Terms of Service

1. Acceptance of Terms

Welcome to KAIN Labs. By accessing our website or engaging our software development services, you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, please do not use our services.

These Terms constitute a legally binding agreement between you ("Client," "you," or "your") and KAIN Labs ("we," "us," or "our"). We reserve the right to modify these Terms at any time, and such modifications will be effective immediately upon posting.

2. Services Description

KAIN Labs provides custom software development services, including but not limited to:

• Government software solutions with compliance and security requirements
• Enterprise SaaS platform development and integration
• AI-generated code review, fixing, and optimization
• Full-stack web and mobile application development
• Cloud infrastructure design and deployment
• Technical consulting and system architecture

3. Service Agreements

Specific terms for software development projects will be outlined in separate Service Agreements, Statements of Work (SOW), or Master Service Agreements (MSA). In the event of any conflict between these Terms and a Service Agreement, the Service Agreement shall prevail.

All Service Agreements must be signed by authorized representatives of both parties before work commences.

4. Client Responsibilities

As a client, you agree to:

• Provide accurate and complete information necessary for project completion
• Respond to requests for information and feedback in a timely manner
• Provide access to necessary systems, resources, and personnel
• Review deliverables and provide feedback within agreed timeframes
• Make timely payments in accordance with the agreed payment terms
• Comply with all applicable laws and regulations
• Maintain the confidentiality of any credentials or access provided by KAIN Labs

5. Payment Terms

Payment terms will be specified in your Service Agreement. Unless otherwise stated:

• Invoices are due within 30 days of receipt
• Late payments may incur interest charges at the rate of 1.5% per month
• We reserve the right to suspend services for overdue accounts
• All fees are quoted in Canadian dollars (CAD) unless otherwise specified
• Fees do not include applicable taxes, which will be added as required by law

Any disputed charges must be reported in writing within 10 business days of invoice date.

6. Intellectual Property Rights

6.1 Client-Owned IP

Upon full payment, the Client will own the custom software code developed specifically for the Client as part of the agreed deliverables, subject to the terms of the Service Agreement.

6.2 KAIN Labs-Owned IP

KAIN Labs retains ownership of:

• Pre-existing intellectual property, tools, libraries, and frameworks
• Methodologies, processes, and know-how
• General skills and knowledge acquired during the project
• Any improvements or modifications to our pre-existing IP

6.3 Third-Party Components

Software deliverables may include third-party open-source or commercial components licensed under their respective terms. The Client is responsible for complying with all third-party licenses.

7. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of the engagement. This obligation survives termination of services.

Confidential information does not include information that: (a) is publicly available, (b) was known prior to disclosure, (c) is independently developed, or (d) is lawfully obtained from third parties.

8. Warranties and Disclaimers

8.1 Our Warranties

We warrant that:

• Services will be performed in a professional and workmanlike manner
• We have the right to provide the services
• Deliverables will materially conform to specifications in the Service Agreement

8.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN A SERVICE AGREEMENT, OUR SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

We do not warrant that services will be uninterrupted, error-free, or meet all of your requirements. Software development involves inherent risks and uncertainties.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KAIN LABS SHALL NOT BE LIABLE FOR:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Cost of substitute services or technology
• Any damages arising from third-party services or products

OUR TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM.

10. Indemnification

You agree to indemnify, defend, and hold harmless KAIN Labs and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from: (a) your breach of these Terms, (b) your use of our services, (c) your violation of any law or rights of third parties, or (d) content or data you provide.

11. Term and Termination

These Terms remain in effect until terminated. Either party may terminate a Service Agreement as specified in that agreement.

We may terminate or suspend access to our services immediately, without prior notice, for:

• Breach of these Terms or any Service Agreement
• Non-payment of fees
• Conduct that we believe violates applicable law or is harmful to us or other users

Upon termination, you must immediately pay all outstanding amounts owed. Sections that by their nature should survive termination shall survive, including confidentiality, intellectual property, limitation of liability, and dispute resolution provisions.

12. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, or internet service failures.

13. Dispute Resolution

In the event of any dispute arising from these Terms or our services:

• The parties shall first attempt to resolve the dispute through good faith negotiations
• If negotiations fail, the parties agree to mediation before resorting to litigation
• These Terms shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein
• Any legal action must be brought in the courts of Ontario, Canada

14. General Provisions

14.1 Entire Agreement

These Terms, together with any Service Agreement, constitute the entire agreement between the parties and supersede all prior agreements and understandings.

14.2 Amendments

No amendment to these Terms shall be effective unless in writing and signed by both parties. Service Agreements may be amended as specified within those agreements.

14.3 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.

14.4 Waiver

No waiver of any term shall be deemed a further or continuing waiver of such term or any other term.

14.5 Assignment

You may not assign these Terms or any Service Agreement without our prior written consent. We may assign our rights and obligations to any successor or affiliate.

14.6 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

15. Contact Information

For questions about these Terms, please contact us: