Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you," "your," or "User") and Zaha Technologies Inc. ("Zaha Technologies," "we," "us," or "our"), a corporation incorporated under the laws of the Province of Ontario, Canada. These Terms govern your access to and use of our website located at zaha.ca (the "Website") and any related services, content, features, or applications offered by Zaha Technologies (collectively, the "Services").

By accessing or using our Website or Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you must immediately discontinue your use of the Website and Services.

1. Acceptance of Terms

By accessing the Website or using any of our Services, you represent and warrant that you are at least eighteen (18) years of age and have the legal capacity to enter into these Terms. If you are accessing or using the Services on behalf of a corporation, partnership, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case the terms "you" and "your" shall refer to such entity.

Your continued use of the Website or Services following the posting of any changes to these Terms constitutes your acceptance of such changes. We encourage you to review these Terms periodically.

2. Description of Services

Zaha Technologies provides enterprise IT consulting, managed services, and technology solutions to organizations across Canada. Our service offerings include, but are not limited to:

• Data, Analytics, and Artificial Intelligence consulting and implementation
• Architecture modernization and cloud migration services
• Customer relationship management and digital experience platforms
• Custom software development and application engineering
• Managed IT services, including 24/7 infrastructure monitoring and support
• Unified communications and collaboration platform deployment
• Healthcare IT solutions, including EHR/EMR implementation and telehealth platforms

The specific scope, deliverables, timelines, and fees for any professional services engagement shall be set forth in a separate Statement of Work ("SOW"), Master Services Agreement ("MSA"), or similar written agreement executed between Zaha Technologies and the client. In the event of any conflict between these Terms and a signed SOW or MSA, the terms of the SOW or MSA shall prevail with respect to the services covered therein.

3. User Obligations

When using the Website and Services, you agree to the following obligations:

• Lawful Use: You will use the Website and Services only for lawful purposes and in accordance with these Terms, all applicable federal, provincial, and municipal laws of Canada, and all applicable international laws and regulations.
• Accurate Information: You will provide accurate, current, and complete information when submitting forms, creating accounts, or otherwise communicating with us. You are responsible for maintaining the accuracy of any information you provide.
• Account Security: If you are provided with access credentials for any client portal, managed services dashboard, or other secure area, you are responsible for maintaining the confidentiality of your credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account.
• Acceptable Use: You will not use the Website or Services to transmit any material that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable. You will not attempt to interfere with the proper functioning of the Website or Services.
• No Unauthorized Access: You will not attempt to gain unauthorized access to any portion of the Website, any systems or networks connected to the Website, or any services offered on or through the Website, by hacking, password mining, or any other illegitimate means.
• No Automated Collection: You will not use any automated means, including robots, spiders, scrapers, or data-mining tools, to download, monitor, or use data or content from the Website without our prior written consent.
• No Reverse Engineering: You will not decompile, reverse engineer, disassemble, or otherwise attempt to derive the source code of any software or technology made available through the Website or Services.
• Compliance with Export Laws: You will not export or re-export any technology or services obtained from Zaha Technologies in violation of Canadian export control laws, the Export and Import Permits Act, or any other applicable export control regulations.

4. Intellectual Property

4.1 Zaha Technologies Intellectual Property

All content, materials, and elements on the Website, including but not limited to text, graphics, logos, icons, images, audio clips, video clips, data compilations, software, and the overall design and arrangement thereof (collectively, "Website Content"), are the property of Zaha Technologies Inc. or its licensors and are protected by Canadian and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

The Zaha Technologies name, logo, and all related product and service names, design marks, and slogans are trademarks or registered trademarks of Zaha Technologies Inc. You may not use these marks without our prior written permission. All other trademarks mentioned on the Website are the property of their respective owners.

4.2 Limited License

Subject to your compliance with these Terms, Zaha Technologies grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Website for your personal or internal business purposes. This license does not include the right to: (a) modify, reproduce, distribute, or create derivative works based on the Website Content; (b) use any data mining, robots, or similar data gathering and extraction methods; or (c) use the Website Content for any commercial purpose not expressly authorized by Zaha Technologies.

4.3 Client Work Product

Ownership of work product, deliverables, and intellectual property developed in the course of a professional services engagement shall be governed by the applicable SOW, MSA, or other written agreement between Zaha Technologies and the client. Unless otherwise agreed in writing, Zaha Technologies retains ownership of all pre-existing intellectual property, proprietary methodologies, frameworks, tools, templates, and know-how used in the delivery of services.

4.4 Feedback

If you provide any suggestions, ideas, feedback, or recommendations to Zaha Technologies regarding the Website or Services ("Feedback"), you hereby grant us a worldwide, royalty-free, irrevocable, perpetual, sublicensable license to use, reproduce, modify, adapt, publish, distribute, and display such Feedback for any purpose without compensation or attribution to you.

5. Confidentiality

Each party acknowledges that in the course of the business relationship, it may receive or have access to confidential or proprietary information of the other party ("Confidential Information"). Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose it to any third party without the disclosing party's prior written consent; and (c) not use it for any purpose other than as necessary to perform obligations or exercise rights under these Terms or any related agreement.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) is rightfully obtained from a third party without restriction on disclosure.

6. Disclaimer of Warranties

THE WEBSITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE CANADIAN LAW, ZAHA TECHNOLOGIES DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, ZAHA TECHNOLOGIES DOES NOT WARRANT THAT: (A) THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) THE RESULTS OBTAINED FROM THE USE OF THE WEBSITE OR SERVICES WILL BE ACCURATE OR RELIABLE; (C) ANY ERRORS IN THE WEBSITE OR SERVICES WILL BE CORRECTED; OR (D) THE WEBSITE OR SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS.

Any content, materials, information, or advice obtained through the Website or Services is used at your own risk. Zaha Technologies is not liable for any reliance you place on such content. Professional IT consulting services are provided subject to separate contractual agreements with their own representations and warranties.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE CANADIAN LAW, IN NO EVENT SHALL ZAHA TECHNOLOGIES INC., ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, USE, BUSINESS OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH:

• Your access to, use of, or inability to access or use the Website or Services;
• Any conduct or content of any third party on or related to the Website or Services;
• Any content, information, or materials obtained from or through the Website or Services;
• Unauthorized access to, alteration of, or loss of your transmissions, data, or content;
• Any other matter relating to the Website or Services;

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ZAHA TECHNOLOGIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN JURISDICTIONS WHERE THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, ZAHA TECHNOLOGIES' LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT SHALL ZAHA TECHNOLOGIES' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE WEBSITE EXCEED ONE HUNDRED CANADIAN DOLLARS (CAD $100.00).

Liability arising from professional services engagements shall be governed by the applicable SOW, MSA, or other written agreement, which may contain different limitation of liability provisions.

8. Indemnification

You agree to indemnify, defend, and hold harmless Zaha Technologies Inc., its directors, officers, employees, agents, licensors, and suppliers from and against any and all claims, demands, actions, liabilities, damages, losses, costs, and expenses (including reasonable legal fees and disbursements) arising out of or related to:

• Your use of, or inability to use, the Website or Services;
• Any breach or alleged breach of these Terms by you;
• Any violation of applicable law, regulation, or third-party rights by you;
• Any content or information you submit, post, or transmit through the Website or Services;
• Any misrepresentation made by you.

Zaha Technologies reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Zaha Technologies in asserting any available defences.

9. Third-Party Links and Services

The Website may contain links to third-party websites, services, or resources that are not owned or controlled by Zaha Technologies. We provide these links for your convenience only and do not endorse or assume any responsibility for the content, privacy policies, practices, products, or services of any third-party websites or services. You access third-party websites and services at your own risk and subject to the terms and conditions of those websites and services.

10. Governing Law and Jurisdiction

These Terms and any dispute, controversy, or claim arising out of or in connection with these Terms, or the breach, termination, or invalidity thereof, 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 principles.

You irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario, sitting in the City of Toronto, for the resolution of any dispute, controversy, or claim arising out of or in connection with these Terms, and you waive any objection to the venue or jurisdiction of such courts. Notwithstanding the foregoing, Zaha Technologies may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

11. Dispute Resolution

Before initiating any formal legal proceedings, the parties agree to attempt to resolve any dispute arising out of or relating to these Terms through good-faith negotiation. Either party may initiate the dispute resolution process by providing written notice to the other party describing the nature of the dispute and the relief sought.

If the dispute is not resolved within thirty (30) days of receipt of the initial notice, either party may, by written notice to the other, submit the dispute to mediation administered by the ADR Institute of Ontario, Inc. (or its successor) in accordance with its mediation rules. The mediation shall take place in Toronto, Ontario, and shall be conducted in English.

If the dispute is not resolved through mediation within sixty (60) days of the submission to mediation, either party may pursue resolution through the courts of the Province of Ontario as set forth in Section 10 above. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief at any time.

12. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent such failure or delay results from circumstances beyond the party's reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, earthquakes, power outages, telecommunications failures, internet disruptions, cyberattacks, or strikes. The affected party shall promptly notify the other party and use commercially reasonable efforts to mitigate the effects of the force majeure event.

13. Severability

If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from these Terms. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions, which shall continue in full force and effect.

14. Waiver

The failure of Zaha Technologies to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms shall be effective only if made in writing and signed by an authorized representative of Zaha Technologies.

15. Entire Agreement

These Terms, together with the Privacy Policy and any applicable SOW, MSA, or other written agreement between you and Zaha Technologies, constitute the entire agreement between you and Zaha Technologies with respect to your use of the Website and supersede all prior or contemporaneous communications, proposals, representations, and agreements, whether oral or written, relating to the subject matter hereof.

16. Assignment

You may not assign or transfer your rights or obligations under these Terms, in whole or in part, without the prior written consent of Zaha Technologies. Zaha Technologies may assign its rights and obligations under these Terms without restriction. Any purported assignment in violation of this Section shall be null and void. These Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

17. Amendments

Zaha Technologies reserves the right to modify, amend, or update these Terms at any time in its sole discretion. Any changes will be effective immediately upon posting the revised Terms on the Website with a new effective date. We will make reasonable efforts to notify users of material changes through a prominent notice on our Website or by other appropriate means. Your continued use of the Website or Services after the posting of revised Terms constitutes your acceptance of the changes.

18. Contact Information

If you have any questions, concerns, or requests regarding these Terms of Service, please contact us: