Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and AGA GAZ HOLDINGS INC, operating as AGA Gas ("Company," "we," "our," or "us"), governing your access to and use of our website www.agagas.mom and our professional services.

By accessing our website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access our website or use our services.

2. Services Description

AGA Gas provides professional, scientific, and technical services, including but not limited to:

• Computer Systems Design and Related Services
• Computer Integrated Systems Design
• Management, Scientific, and Technical Consulting Services
• Scientific Research and Development Services
• Architectural, Engineering, and Related Services
• Specialized Design Services
• Other Professional, Scientific, and Technical Services

Specific services, deliverables, timelines, and fees will be outlined in individual service agreements or statements of work ("SOW") executed between the Company and Client.

3. Eligibility

You must be at least 18 years of age and have the legal capacity to enter into binding contracts to use our services. By using our services, you represent and warrant that you meet these eligibility requirements.

If you are accessing our services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

4. Account Registration and Security

Certain features of our services may require you to create an account. When creating an account, you agree to:

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

We reserve the right to suspend or terminate accounts that violate these Terms or engage in fraudulent, abusive, or illegal activities.

5. Service Agreements and Statements of Work

Professional services will be provided pursuant to individual service agreements or SOWs that specify:

• Scope of services and deliverables
• Project timelines and milestones
• Fees, payment terms, and expenses
• Client responsibilities and obligations
• Acceptance criteria and procedures
• Specific terms and conditions applicable to the engagement

In the event of any conflict between these Terms and a service agreement or SOW, the service agreement or SOW shall prevail with respect to the specific services covered.

6. Fees and Payment

6.1 Fees

Fees for our services will be specified in the applicable service agreement or SOW. Unless otherwise stated, all fees are quoted in United States Dollars (USD) and are exclusive of applicable taxes.

6.2 Payment Terms

Payment terms will be specified in the service agreement or SOW. Standard payment terms are net 30 days from the invoice date unless otherwise agreed in writing.

6.3 Late Payment

Late payments may be subject to interest charges at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower) on the outstanding balance.

6.4 Expenses

Unless otherwise specified, Client shall reimburse Company for reasonable out-of-pocket expenses incurred in connection with the services, including travel, accommodation, and materials, upon presentation of appropriate documentation.

6.5 Taxes

Client is responsible for all applicable sales, use, value-added, and other taxes, duties, and governmental charges (excluding taxes based on Company's income).

7. Client Responsibilities

To enable us to provide services effectively, Client agrees to:

• Provide timely access to necessary personnel, facilities, systems, and information
• Provide accurate and complete information required for service delivery
• Designate authorized representatives for decision-making and approvals
• Review and provide feedback on deliverables within agreed timeframes
• Comply with all applicable laws and regulations
• Maintain appropriate backups of data and systems
• Cooperate in good faith to facilitate successful project completion

8. Intellectual Property Rights

8.1 Company Pre-Existing IP

All intellectual property rights in Company's pre-existing methodologies, tools, templates, frameworks, and know-how ("Company IP") remain the exclusive property of Company.

8.2 Client Pre-Existing IP

All intellectual property rights in Client's pre-existing materials, data, and information ("Client IP") remain the exclusive property of Client.

8.3 Work Product

Unless otherwise specified in a service agreement or SOW, upon full payment of all fees:

• Client shall own all intellectual property rights in custom deliverables created specifically for Client
• Company retains ownership of any Company IP incorporated into deliverables
• Company grants Client a non-exclusive, perpetual license to use Company IP incorporated in deliverables for Client's internal business purposes

8.4 License to Company

Client grants Company a non-exclusive license to use Client IP solely to the extent necessary to provide the services.

9. Confidentiality

9.1 Confidential Information

"Confidential Information" means any non-public information disclosed by one party to the other, including business plans, technical data, customer information, financial information, and other proprietary information.

9.2 Obligations

Each party agrees to:

• Maintain the confidentiality of the other party's Confidential Information
• Use Confidential Information only for purposes of the engagement
• Limit disclosure to employees and contractors with a need to know
• Protect Confidential Information with the same degree of care used for its own confidential information, but no less than reasonable care

9.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach of these Terms
• Was rightfully known prior to disclosure
• Is independently developed without use of Confidential Information
• Is rightfully received from a third party without confidentiality obligations
• Must be disclosed pursuant to legal requirement or court order

10. Warranties and Disclaimers

10.1 Company Warranties

Company warrants that:

• Services will be performed in a professional and workmanlike manner consistent with industry standards
• Company has the right and authority to provide the services
• Services will not infringe upon third-party intellectual property rights

10.2 Client Warranties

Client warrants that:

• Client has the right and authority to engage Company and provide necessary materials
• Client IP does not infringe upon third-party rights
• Information provided to Company is accurate and complete

10.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

11. Limitation of Liability

11.1 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap on Liability

COMPANY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ANY SERVICE AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11.3 Exceptions

The limitations in this Section do not apply to:

• Breach of confidentiality obligations
• Infringement of intellectual property rights
• Gross negligence or willful misconduct
• Matters that cannot be limited by applicable law

12. Indemnification

12.1 By Client

Client shall indemnify, defend, and hold harmless Company from claims arising from:

• Client's breach of these Terms
• Client's use of deliverables in violation of these Terms
• Infringement of third-party rights by Client IP
• Client's violation of applicable laws

12.2 By Company

Company shall indemnify, defend, and hold harmless Client from claims arising from:

• Company's breach of these Terms
• Infringement of third-party intellectual property rights by Company's deliverables
• Company's gross negligence or willful misconduct

13. Term and Termination

13.1 Term

These Terms remain in effect for as long as you access our website or use our services. Individual service agreements shall have terms as specified therein.

13.2 Termination for Convenience

Either party may terminate a service agreement for convenience upon thirty (30) days' written notice. Client shall pay for all services performed and expenses incurred through the termination date.

13.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party:

• Materially breaches these Terms and fails to cure within thirty (30) days of notice
• Becomes insolvent or subject to bankruptcy proceedings
• Ceases business operations

13.4 Effect of Termination

Upon termination:

• Client shall pay all outstanding fees and expenses
• Each party shall return or destroy the other party's Confidential Information
• Sections that by their nature should survive shall continue in effect

14. Website Use

14.1 Acceptable Use

You agree not to:

• Use the website for any unlawful purpose
• Attempt to gain unauthorized access to our systems
• Interfere with or disrupt the website or servers
• Transmit viruses, malware, or harmful code
• Collect or harvest information about other users
• Impersonate any person or entity
• Violate any applicable laws or regulations

14.2 Website Availability

We strive to maintain website availability but do not guarantee uninterrupted access. We reserve the right to modify, suspend, or discontinue the website at any time without notice.

15. Privacy

Our collection and use of personal information is governed by our Privacy Policy, available at Privacy Policy. By using our services, you consent to our privacy practices as described in the Privacy Policy.

16. Dispute Resolution

16.1 Negotiation

In the event of any dispute, the parties shall first attempt to resolve the matter through good faith negotiation.

16.2 Mediation

If negotiation fails, the parties agree to attempt resolution through mediation before pursuing other remedies.

16.3 Governing Law

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

16.4 Jurisdiction

Any legal action arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in Los Angeles County, California, and the parties consent to the personal jurisdiction of such courts.

17. General Provisions

17.1 Entire Agreement

These Terms, together with any service agreements or SOWs, constitute the entire agreement between the parties and supersede all prior agreements and understandings.

17.2 Amendments

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website and updating the "Last Updated" date. Your continued use of our services after such changes constitutes acceptance of the modified Terms.

17.3 Waiver

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision.

17.4 Severability

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

17.5 Assignment

You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms without restriction.

17.6 Force Majeure

Neither party shall be liable for failure to perform due to causes beyond its reasonable control, including acts of God, war, terrorism, labor disputes, or internet service failures.

17.7 Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, joint venture, employment, or agency relationship.

17.8 Notices

All notices under these Terms shall be in writing and delivered to the addresses specified in the service agreement or to:

18. Contact Information

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

19. Acknowledgment

BY USING OUR WEBSITE OR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OUR WEBSITE OR USE OUR SERVICES.