Terms of Service

Agreement to Terms

These Terms of Service constitute a legally binding agreement between you and XKH LLC regarding your access to and use of our website, services, and any related applications or platforms. By accessing or using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms.

If you do not agree with any part of these Terms, you must immediately discontinue use of our services.

Definitions

For the purposes of these Terms:

• Company, We, Us, or Our refers to XKH LLC, located at 200 Gerona Ave, San Gabriel, CA 91775-2934, United States.
• Services refers to all computer systems design, technical consulting, and related professional services provided by the Company.
• Website refers to www.xkh.lat and all associated web properties.
• You, User, or Client refers to the individual or entity accessing or using our Services.
• Content refers to all text, graphics, images, software, and other materials available through our Services.

Services Description

XKH LLC provides professional services in the following areas:

• Computer integrated systems design and development
• Technical consulting and advisory services
• Scientific and technical professional services
• System architecture and engineering solutions
• Security assessments and implementations
• Technology optimization and cost reduction strategies

Specific terms for individual service engagements will be outlined in separate service agreements or statements of work.

Eligibility and Account Registration

To use our Services, you must:

• Be at least 18 years of age or the age of majority in your jurisdiction
• Have the legal capacity to enter into binding contracts
• Provide accurate, current, and complete information when requested
• Maintain the security of any account credentials
• Promptly notify us of any unauthorized use of your account

You are responsible for all activities that occur under your account. We reserve the right to refuse service, terminate accounts, or cancel orders at our sole discretion.

User Obligations and Acceptable Use

When using our Services, you agree to:

• Comply with all applicable laws, regulations, and industry standards
• Provide accurate and truthful information
• Use the Services only for lawful business purposes
• Respect intellectual property rights of the Company and third parties
• Maintain confidentiality of sensitive information
• Cooperate with reasonable requests from the Company

Prohibited Activities

You agree not to:

• Use the Services for any illegal or unauthorized purpose
• Violate any laws in your jurisdiction
• Infringe upon or violate our intellectual property rights or the rights of others
• Harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate
• Submit false or misleading information
• Upload or transmit viruses or any other type of malicious code
• Spam, phish, pharm, pretext, spider, crawl, or scrape
• Interfere with or circumvent security features of the Services
• Engage in any automated use of the system without our express written permission
• Attempt to impersonate another user or person
• Use the Services in any manner that could disable, overburden, damage, or impair the Services

Intellectual Property Rights

All content, features, and functionality of 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 XKH LLC or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

License to Use

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use our Services for your internal business purposes. This license does not include any right to:

• Resell or make commercial use of the Services or Content
• Collect or use product listings, descriptions, or prices
• Make derivative uses of the Services or Content
• Download or copy account information for the benefit of another party
• Use data mining, robots, or similar data gathering and extraction tools

Client Materials

You retain all rights to any materials, data, or information you provide to us. By providing such materials, you grant us a limited license to use them solely for the purpose of delivering the Services to you.

Payment Terms

If you engage our Services for a fee, you agree to the following payment terms:

• All fees are quoted in United States Dollars unless otherwise specified
• Payment is due according to the terms specified in your service agreement
• Late payments may incur interest charges at the rate of 1.5% per month or the maximum rate permitted by law
• You are responsible for all taxes, duties, and assessments associated with your purchase
• We reserve the right to suspend or terminate Services for non-payment
• Refunds, if any, will be provided according to the terms of your specific service agreement

Confidentiality

Both parties acknowledge that they may have access to confidential information during the course of our business relationship. Confidential information includes, but is not limited to:

• Business plans, strategies, and financial information
• Technical data, designs, and specifications
• Customer lists and business relationships
• Proprietary software and systems
• Any information marked as confidential or that reasonably should be considered confidential

Each party agrees to maintain the confidentiality of such information and use it only for the purposes of the business relationship. This obligation survives the termination of our agreement.

Warranties and Disclaimers

Our Warranties

We warrant that:

• Services will be performed in a professional and workmanlike manner
• We have the necessary skills, experience, and resources to provide the Services
• Services will comply with applicable laws and regulations
• We will use reasonable efforts to meet agreed-upon deadlines and specifications

Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE 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 LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that:

• The Services will meet your specific requirements
• The Services will be uninterrupted, timely, secure, or error-free
• The results obtained from the use of Services will be accurate or reliable
• Any errors in the Services will be corrected

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL XKH LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your access to or use of or inability to access or use the Services
• Any conduct or content of any third party on the Services
• Any content obtained from the Services
• Unauthorized access, use, or alteration of your transmissions or content

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION EXCEED THE AMOUNT PAID BY YOU TO US IN THE TWELVE MONTHS PRECEDING THE CLAIM OR ONE THOUSAND DOLLARS, WHICHEVER IS GREATER.

Indemnification

You agree to defend, indemnify, and hold harmless XKH LLC and its officers, directors, employees, contractors, agents, licensors, and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

• Your violation of these Terms
• Your use of the Services
• Your violation of any rights of another party
• Your violation of any applicable laws or regulations

Term and Termination

These Terms remain in effect while you use the Services. We may suspend or terminate your access to the Services at any time, with or without cause, with or without notice, effective immediately.

You may terminate your use of the Services at any time by ceasing to access or use them.

Upon termination:

• Your right to use the Services will immediately cease
• You must cease all use of our intellectual property
• Provisions that by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnity, and limitations of liability

Dispute Resolution

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 its conflict of law provisions.

Arbitration

Any dispute arising out of or relating to these Terms or the Services shall be resolved through binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall take place in Los Angeles County, California.

Exceptions to Arbitration

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights.

Class Action Waiver

You agree that any arbitration or proceeding shall be limited to the dispute between us and you individually. To the full extent permitted by law, no arbitration or proceeding shall be joined with any other, no dispute shall be arbitrated on a class-action basis, and there is no right or authority for any dispute to be brought in a purported representative capacity.

Modifications to Terms

We reserve the right to modify or replace these Terms at any time at our sole discretion. If a revision is material, we will provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Services after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you must stop using the Services.

Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

Waiver

No waiver by the Company of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Any failure to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

Entire Agreement

These Terms, together with any service agreements, statements of work, or other documents incorporated by reference, constitute the entire agreement between you and XKH LLC regarding the use of the Services and supersede all prior and contemporaneous written or oral agreements.

Assignment

You may not assign or transfer these Terms or your rights hereunder, in whole or in part, without our prior written consent. We may assign these Terms at any time without notice or consent. Any attempted assignment in violation of this section shall be void.

Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

Electronic Communications

By using our Services, you consent to receive electronic communications from us. These communications may include notices about your account, transactional information, and other information concerning or related to the Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

Third-Party Services and Links

Our Services may contain links to third-party websites or services that are not owned or controlled by XKH LLC. We have no control over and assume no responsibility for the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of any such content, goods, or services available on or through any such websites or services.

Export Compliance

You agree to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce and trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control. You represent and warrant that you are not located in any country subject to a U.S. Government embargo or that has been designated by the U.S. Government as a terrorist supporting country, and that you are not listed on any U.S. Government list of prohibited or restricted parties.

Feedback and Suggestions

Any feedback, comments, ideas, improvements, or suggestions you provide to us regarding the Services shall remain our sole and exclusive property. We shall be free to use, copy, modify, publish, or redistribute such feedback for any purpose and in any way without any credit or compensation to you.

Relationship of Parties

Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between you and XKH LLC. Neither party has any authority to bind the other or to incur any obligation on behalf of the other.

Acknowledgment

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