Terms of Service

Welcome to HWS Merchants Corp. These Terms of Service govern your use of our website and services. By accessing or using our services, you agree to be bound by these terms. If you do not agree with any part of these terms, please do not use our services.

1. Acceptance of Terms

By accessing and using the services provided by HWS Merchants Corp., you accept and agree to be bound by these Terms of Service and our Privacy Policy. These terms apply to all visitors, users, and others who access or use our services.

2. Description of Services

HWS Merchants Corp. provides professional computer integrated systems design and related technical services, including but not limited to:

• Computer systems design and architecture
• System integration services
• Technical consulting and advisory services
• Scientific and technical research services
• Professional technical support and maintenance
• Custom software development

We reserve the right to modify, suspend, or discontinue any aspect of our services at any time without prior notice.

3. User Obligations

When using our services, you agree to:

• Provide accurate, current, and complete information
• Maintain the security of your account credentials
• Notify us immediately of any unauthorized use of your account
• Use our services only for lawful purposes
• Comply with all applicable laws and regulations
• Not interfere with or disrupt our services or servers
• Not attempt to gain unauthorized access to our systems
• Not use our services to transmit harmful or malicious code

4. Intellectual Property Rights

4.1 Our Intellectual Property

All content, features, and functionality on our website and in our services, including but not limited to text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, and software, are the exclusive property of HWS Merchants Corp. or its licensors and are protected by international copyright, trademark, patent, trade secret, and other intellectual property laws.

4.2 Client Intellectual Property

Any intellectual property rights in materials, data, or information provided by you remain your property. By providing such materials to us, you grant us a limited license to use them solely for the purpose of providing our services to you.

4.3 Work Product

Unless otherwise agreed in writing, all work product, deliverables, and materials created by HWS Merchants Corp. in the course of providing services shall be owned by the client upon full payment of all fees. We retain the right to use general knowledge, skills, and experience gained during the engagement.

5. Service Agreements and Payments

5.1 Service Contracts

Specific services will be governed by separate written agreements that detail the scope of work, deliverables, timelines, and fees. These Terms of Service supplement but do not replace such agreements.

5.2 Fees and Payment

Fees for our services will be specified in individual service agreements. Payment terms, methods, and schedules will be outlined in those agreements. Late payments may be subject to interest charges and may result in suspension of services.

5.3 Expenses

Unless otherwise agreed, clients are responsible for reimbursing reasonable expenses incurred in connection with the provision of services, including travel, accommodation, and third-party costs.

6. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of our business relationship. This obligation survives the termination of any service agreement.

Confidential information does not include information that:

• Is or becomes publicly available through no breach of this agreement
• Was rightfully in the receiving party's possession prior to disclosure
• Is independently developed without use of the confidential information
• Is rightfully obtained from a third party without breach of confidentiality obligations

7. Warranties and Disclaimers

7.1 Service Warranty

We warrant that our services will be performed in a professional and workmanlike manner consistent with industry standards. This warranty is valid for a period specified in individual service agreements.

7.2 Disclaimer

Except as expressly stated in a written service agreement, our services and website are provided on an as-is and as-available basis. We make no warranties, expressed or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

8. Limitation of Liability

To the maximum extent permitted by applicable law, HWS Merchants Corp. shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses resulting from:

• Your use or inability to use our services
• Any unauthorized access to or use of our servers or any personal information stored therein
• Any interruption or cessation of transmission to or from our services
• Any bugs, viruses, or other harmful code that may be transmitted through our services
• Any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through our services

Our total liability for any claims arising from or related to our services shall not exceed the amount paid by you to us for the specific services giving rise to the claim during the twelve months preceding the claim.

9. Indemnification

You agree to indemnify, defend, and hold harmless HWS Merchants Corp., its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or in any way connected with:

• Your access to or use of our services
• Your violation of these Terms of Service
• Your violation of any third-party rights, including intellectual property rights
• Any information or content you provide to us

10. Termination

We reserve the right to terminate or suspend your access to our services immediately, without prior notice or liability, for any reason, including but not limited to breach of these Terms of Service. Upon termination, your right to use our services will immediately cease.

Provisions of these Terms of Service that by their nature should survive termination shall survive, including but not limited to ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

11. Governing Law and Dispute Resolution

11.1 Governing Law

These Terms of Service shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law provisions.

11.2 Dispute Resolution

Any dispute arising from or relating to these Terms of Service or our services shall first be attempted to be resolved through good faith negotiations. If negotiations fail, disputes shall be resolved through binding arbitration in Kingston, Ontario, in accordance with the rules of the ADR Institute of Canada.

11.3 Jurisdiction

You agree to submit to the personal jurisdiction of the courts located in Kingston, Ontario, Canada for any actions for which the parties retain the right to seek injunctive or other equitable relief.

12. Changes to Terms

We reserve the right to modify or replace these Terms of Service at any time at our sole discretion. We will provide notice of any material changes by posting the updated terms on our website and updating the Last Updated date. Your continued use of our services after any such changes constitutes your acceptance of the new Terms of Service.

13. Severability

If any provision of these Terms of Service is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms of Service shall otherwise remain in full force and effect and enforceable.

14. Entire Agreement

These Terms of Service, together with our Privacy Policy and any written service agreements, constitute the entire agreement between you and HWS Merchants Corp. regarding our services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties.

15. Waiver

No waiver of any term of these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision.

16. Assignment

You may not assign or transfer these Terms of Service or your rights hereunder, in whole or in part, without our prior written consent. We may assign these Terms of Service at any time without notice to you.