1. Acceptance of Terms
By accessing or using the website and services provided by NHEMESIS LLC, a computer integrated systems design company registered in the United States with its principal place of business at 1014 N 390 W, American Fork - 84003-5179, United States (Nhemesis, we, us, or our), you agree to be bound by these Terms of Service. If you do not agree to all of these terms, you must not access or use our website or services. These Terms of Service constitute a legally binding agreement between you and Nhemesis governing your use of our website and any services provided by us.
2. Eligibility and Access
By accessing our website and services, you represent and warrant that you are at least 18 years of age and possess the legal capacity to enter into binding contracts. If you are accessing our website or 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 of Service. Nhemesis reserves the right to refuse service to any person or entity at our sole discretion, including without limitation if we determine that access would violate applicable laws or regulations, or if the prospective client fails to meet our standard business criteria for systems design and integration engagements.
17. Services Description
Nhemesis provides computer integrated systems design and related services within the Professional, Scientific, and Technical Services sector, including systems architecture planning, infrastructure assessment, cloud engineering, industrial integration, cybersecurity, and technology roadmapping. The specific scope, deliverables, timelines, and fees for each engagement will be defined in a separate service agreement or statement of work executed between Nhemesis and the client. Nothing in these Terms of Service creates an obligation for Nhemesis to provide services without a mutually executed agreement.
17. Intellectual Property
All content, materials, designs, code, documentation, methodologies, and deliverables created by Nhemesis in the course of providing services, including without limitation systems architectures, technical specifications, software configurations, network designs, and integration plans, are the intellectual property of Nhemesis unless otherwise specified in a separate service agreement. Upon full payment of all fees due under a service agreement, Nhemesis grants the client a non-exclusive, non-transferable, perpetual license to use the deliverables for their intended business purposes.
The Nhemesis name, logo, and all related trademarks, service marks, and trade names are the exclusive property of NHEMESIS LLC and may not be used without our prior written permission. All third-party trademarks referenced on our website or in our service materials remain the property of their respective owners.
17. Use of Website
You agree to use our website only for lawful purposes and in a manner that does not infringe the rights of others or restrict or inhibit their use and enjoyment of the website. Prohibited activities include but are not limited to: attempting to gain unauthorized access to our systems or networks; transmitting viruses, malware, or other harmful code; engaging in any form of data scraping or automated collection; impersonating any person or entity; and interfering with the proper functioning of the website.
We reserve the right to restrict, suspend, or terminate your access to our website at any time without prior notice if we believe you have violated these Terms of Service or engaged in conduct that could harm Nhemesis, our clients, or other third parties.
17. Client Responsibilities
Clients engaging Nhemesis for systems design and integration services agree to: provide accurate and complete information about their existing infrastructure, requirements, and objectives; grant reasonable access to facilities, systems, and personnel necessary for the performance of services; obtain all necessary permissions and approvals for Nhemesis to access and work with their systems; and cooperate in good faith throughout the engagement. Failure to meet these responsibilities may result in delays or additional fees, for which Nhemesis shall not be liable.
17. Fees and Payment
Fees for services will be set forth in the applicable service agreement or statement of work. Unless otherwise specified, all fees are due within thirty days of invoice date. Late payments may incur interest at the rate of one and one-half percent per month or the maximum rate permitted by law, whichever is less. Nhemesis reserves the right to suspend services for accounts that are more than thirty days past due. All fees are stated in United States dollars and are exclusive of any applicable taxes, which shall be the responsibility of the client.
17. Confidentiality
Each party agrees to maintain in confidence all confidential information disclosed by the other party in connection with the services. Confidential information includes but is not limited to business plans, technical data, system architectures, client lists, financial information, trade secrets, and any information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential information shall not be disclosed to third parties without the disclosing party's prior written consent, except as required by law or court order.
The obligations of confidentiality do not apply to information that is or becomes publicly available through no fault of the receiving party; was already in the receiving party's possession prior to disclosure; is independently developed by the receiving party without use of the confidential information; or is rightfully obtained from a third party without restriction.
17. Limitation of Liability
To the maximum extent permitted by applicable law, Nhemesis shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation loss of profits, loss of data, loss of business opportunity, or cost of procurement of substitute services, arising out of or in connection with these Terms of Service or the provision of services, whether based on contract, tort, negligence, strict liability, or otherwise, even if Nhemesis has been advised of the possibility of such damages.
Nhemesis total cumulative liability for any claims arising out of or relating to these Terms of Service or the services provided shall not exceed the total fees paid by the client to Nhemesis in the twelve-month period immediately preceding the event giving rise to the claim. This limitation of liability is fundamental to the parties agreement and the fees charged reflect this allocation of risk.
17. Warranties and Disclaimer
Nhemesis warrants that services will be performed in a professional and workmanlike manner in accordance with industry standards. Any claim regarding a failure to meet this warranty must be reported to Nhemesis in writing within thirty days of the delivery of the services in question. Nhemesis will, at its option, either re-perform the services or refund the fees paid for the non-conforming services.
Except as expressly provided in this section, all services and deliverables are provided as is and Nhemesis disclaims all warranties, express or implied, including without limitation any warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of course of dealing or usage of trade. Nhemesis does not warrant that the services or deliverables will be error-free or uninterrupted, or that all errors can be corrected.
17. Indemnification
You agree to indemnify, defend, and hold harmless Nhemesis, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses arising out of or relating to your use of our website, your violation of these Terms of Service, or your infringement of any intellectual property or other right of any person or entity. Nhemesis reserves the right to assume the exclusive defense and control of any matter subject to indemnification, in which case you will cooperate fully with Nhemesis in asserting any available defenses.
17. Dispute Resolution
Any dispute, claim, or controversy arising out of or relating to these Terms of Service or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Utah County, Utah, before a single arbitrator. The arbitration shall be administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitrator's award shall be final and binding on the parties and may be entered in any court having jurisdiction. The prevailing party in any arbitration or legal proceeding arising out of these Terms of Service shall be entitled to recover its reasonable attorneys fees and costs.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information without waiving the right to arbitrate the dispute. This dispute resolution provision shall survive termination of these Terms of Service and any service agreement between the parties.
17. Termination
Either party may terminate a service agreement in accordance with the termination provisions set forth in that agreement. In the absence of such provisions, either party may terminate a service agreement with thirty days written notice. Upon termination, each party shall return or destroy all confidential information of the other party, and the client shall pay all fees due for services performed up to the date of termination. Sections of these Terms of Service that by their nature should survive termination shall survive, including without limitation intellectual property provisions, limitations of liability, and indemnification obligations.
17. Force Majeure
Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including without limitation acts of God, natural disasters, war, terrorism, civil unrest, government actions, pandemics, strikes, labor disputes, supplier failures, internet service disruptions, power outages, or any other event that is unforeseeable and outside the control of the affected party. The affected party shall provide prompt notice of the force majeure event and shall use reasonable efforts to resume performance as soon as practicable.
17. Governing Law
These Terms of Service shall be governed by and construed in accordance with the laws of the State of Utah and the United States of America, without regard to its conflict of law provisions. Any disputes arising out of or relating to these Terms of Service shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Utah County, Utah, and judgment upon the arbitration award may be entered in any court having jurisdiction.
17. Changes to Terms
Nhemesis reserves the right to modify these Terms of Service at any time. Changes will be posted on this page, and the Last Updated date at the top of this document will reflect the most recent revision. Your continued use of our website or services after any changes constitutes acceptance of the modified terms. We encourage you to review these Terms of Service periodically to stay informed about the terms governing your relationship with Nhemesis.
17. Contact Information
If you have any questions, concerns, or requests regarding these Terms of Service, please contact us at:
NHEMESIS LLC
1014 N 390 W
American Fork - 84003-5179, United States
Email: touch@nhemesis.autos
Phone: +1 (361) 320-2305