These Terms of Service govern your access to and use of the website operated by AXSATION LLC and the measurement and systems integration services we provide. They form a binding agreement between you and AXSATION LLC, a company located at 2050 W 5310 S, Taylorsville - 84129-1343, United States (US). By visiting the website, submitting an enquiry or engaging our services, you agree to these terms. If you do not agree, please do not use the website or our services. The terms were prepared by the developer Axsation for the practice operated by AXSATION LLC.
We have organized these terms into sections so that each obligation is easy to find. Where a separate signed agreement exists for an engagement, that agreement controls for the engagement, and these terms apply to everything else, including ordinary use of this website.
1. Acceptance of Terms
By accessing the website, you confirm that you have read, understood and agreed to be bound by these Terms of Service and by our Privacy Policy. If you use the website or our services on behalf of an organization, you represent that you have authority to bind that organization, and references to you include that organization.
These terms apply from the moment you first use the website and continue for as long as you use it or maintain an engagement with AXSATION LLC. Certain provisions, including those concerning intellectual property, confidentiality, liability and governing law, survive the end of the relationship.
2. Definitions
In these terms, the following words have the meanings given here.
- Company, we, us and our mean AXSATION LLC, 2050 W 5310 S, Taylorsville - 84129-1343, United States (US).
- Client and you mean the person or organization using the website or engaging our services.
- Services mean the measurement and systems integration work we describe on this website, including precision measurement system design, sensor bridge integration, data acquisition engineering, test bench automation, calibration program design and maintenance and support contracts.
- Deliverables mean the documents, designs, software, procedures, drawings and reports we produce for a client.
- Bench session means a scheduled period during which a client works with our engineers at our Taylorsville bench room or by remote connection.
- Statement of work means a written document that describes the scope, schedule and commercial terms of a specific engagement.
3. Eligibility and Authority
The website and our services are intended for businesses, professionals and organizations. By using them you confirm that you are at least eighteen years of age and that you have the legal capacity to enter into a binding agreement. If you act for a company or another legal entity, you confirm that you are authorized to accept these terms on its behalf.
We may decline to provide services to any person or organization, and we may suspend or terminate access to the website where we reasonably believe that use is unlawful, abusive or inconsistent with these terms.
4. Permitted Use of the Website
We grant you a limited, revocable, non exclusive license to access the website and to view its content for legitimate business and informational purposes. You agree not to do any of the following.
- Copy, reproduce, republish or redistribute substantial portions of the website without our written permission.
- Attempt to gain unauthorized access to any part of the website, its servers or its associated systems.
- Introduce malicious code, conduct denial of service attacks or otherwise interfere with the operation of the website.
- Use automated tools to scrape content at a rate that burdens our infrastructure.
- Remove or alter any copyright, trademark or proprietary notice that appears on the website.
- Use the website in any way that violates applicable law or the rights of any third party.
We reserve all rights not expressly granted in these terms. Any use of the website beyond the scope of this license is prohibited and may result in termination of access and legal action.
5. Our Services
AXSATION LLC provides measurement and systems integration engineering. Our work includes designing precision measurement systems, integrating sensor bridges, engineering data acquisition platforms, automating test benches, designing calibration programs and maintaining measurement chains under support contracts. Each engagement is scoped individually, and the specific services we provide are described in the applicable statement of work.
Unless a statement of work says otherwise, our services are advisory and engineering services delivered on a professional best efforts basis. We do not sell physical products through this website, and nothing on this website constitutes a binding offer to provide services at a particular price or on a particular schedule. Descriptions of services on the website are provided for general information and may be updated from time to time.
6. Proposals and Statements of Work
We prepare proposals, quotations and statements of work in response to the requirements a client provides. A proposal becomes binding only when both parties sign it or when we confirm acceptance in writing. Until that point, all proposals are invitations to negotiate and may be withdrawn or revised.
A statement of work defines the scope, the deliverables, the schedule, the acceptance criteria and the fees for a specific engagement. Where there is a conflict between these terms and a signed statement of work, the statement of work prevails for that engagement. Changes to a statement of work must be agreed in writing before the affected work begins, and any change may adjust the schedule and the fees.
7. Client Responsibilities
A measurement engagement depends on accurate information and timely cooperation from the client. You agree to provide complete and accurate technical information, to grant reasonable access to sites, equipment and data that we need, to nominate a competent point of contact and to respond to our questions within a reasonable time.
You are responsible for the accuracy of the inputs you supply, including sensor data, drawings, specifications and operating conditions. You are also responsible for ensuring that you have the right to share any information, material or sample you provide to us. Delays caused by incomplete information or unavailable access may affect the schedule, and we may adjust timelines and fees accordingly after informing you.
8. Fees, Invoicing and Payment
Fees for our services are set out in the applicable statement of work. Unless that document states otherwise, fees are quoted in United States dollars, exclude applicable taxes and are payable within thirty days of the invoice date. We may require a deposit before work begins and may invoice in stages as milestones are reached.
Where an invoice remains unpaid after its due date, we may suspend work, charge interest at a lawful rate and recover reasonable costs of collection. If a client disputes an invoice, the client must raise the dispute in writing within fourteen days and pay any undisputed portion on time. All amounts payable under an engagement are exclusive of sales, use, value added or similar taxes, which remain the responsibility of the client except where the law provides otherwise.
9. Scheduling and Bench Sessions
Bench sessions at our Taylorsville room are scheduled in advance and are subject to availability. A confirmed session reserves engineering time and bench capacity, so we ask clients to give at least two business days of notice to reschedule. Sessions cancelled with less than one business day of notice may be charged in full where the reserved time cannot be reassigned.
During a bench session the client is responsible for the safe conduct of its own personnel and for any equipment it brings. Our engineers may stop a session if a condition appears unsafe, if a supplied signal exceeds the ratings of our instruments or if continuing would risk damage or injury. Where a client connects equipment remotely, the client is responsible for the security and configuration of its own network and systems.
10. Deliverables and Handover
We prepare deliverables according to the acceptance criteria in the statement of work. A deliverable is considered accepted when the client confirms acceptance in writing, when the client uses the deliverable in production, or when the acceptance period stated in the statement of work passes without a written objection that identifies a material non conformity.
After acceptance we provide a handover that includes the documentation, drawings, channel maps and procedures needed to operate and maintain the work. The engagement concludes when the client can run the bench and interpret its readings without our day to day involvement. Any support beyond that point is provided under a maintenance and support contract or a separate agreement.
11. Intellectual Property
All content on this website, including text, layout, graphics, code and design elements, is owned by AXSATION LLC or is used with permission and is protected by copyright and other intellectual property laws. Nothing in these terms transfers ownership of the website content to you. You may not reproduce, modify, distribute or create derivative works from the website content without our written consent.
For engagement deliverables, ownership is defined in the applicable statement of work. Unless that document states otherwise, we retain ownership of our pre existing tools, methods, libraries and know how, and we grant the client a perpetual, non exclusive license to use the deliverables for its internal business purposes. Where a statement of work assigns ownership of custom deliverables to the client, our pre existing components remain ours and are licensed to the client as part of the deliverable. Trademarks, service marks and trade names of AXSATION LLC may not be used without our prior written permission.
12. Confidentiality
Each party may receive confidential information from the other in the course of an engagement. Confidential information includes technical data, drawings, specifications, business plans, pricing and any other information that a reasonable person would treat as private. Each party agrees to use confidential information only for the purposes of the engagement and to protect it with at least the same care it applies to its own confidential information.
Confidentiality obligations do not apply to information that is or becomes public through no breach of these terms, that was lawfully known before disclosure, that is received from a third party without restriction or that is required to be disclosed by law, provided that the disclosing party is given notice where the law permits. These obligations survive the end of the engagement for a period of five years, and for trade secrets for as long as the information remains a trade secret.
13. Warranties and Disclaimers
We warrant that our services will be performed in a professional and workmanlike manner consistent with generally accepted engineering practice in our field, and that our personnel assigned to an engagement will have the skills the work requires. We will re perform a service that does not meet this warranty if the client notifies us within thirty days of the relevant deliverable and the deficiency is not caused by client inputs, misuse or third party modification.
Except for the warranty stated above, the website and our services are provided as available and without further warranties of any kind, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose and non infringement. We do not warrant that the website will be uninterrupted or error free or that any measurement result will be suitable for a particular application. The client remains responsible for deciding whether a measurement result is fit for its intended use. This section allocates risk between the parties and is reflected in the fees charged.
14. Limitation of Liability
To the maximum extent permitted by law, AXSATION LLC will not be liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost data, business interruption or the cost of substitute services, arising out of or relating to these terms or the services, even if we have been advised of the possibility of such damages.
Our total aggregate liability arising out of or relating to these terms or the services will not exceed the total fees actually paid by the client to AXSATION LLC for the specific engagement giving rise to the claim. These limits apply regardless of the legal theory on which a claim is based and apply even if a limited remedy is found to have failed of its essential purpose. Some jurisdictions do not allow the exclusion of certain warranties or the limitation of certain damages, so part of this section may not apply to you, in which case our liability is limited to the smallest extent the law permits.
15. Indemnity
You agree to defend, indemnify and hold harmless AXSATION LLC and its officers, employees and agents from any claim, loss, liability, cost or expense, including reasonable legal fees, arising out of your breach of these terms, your misuse of the website, your violation of any law or the rights of a third party, or the inaccuracy of information you provide to us.
We agree to defend, indemnify and hold harmless the client from a claim that our original deliverable infringes a United States intellectual property right, provided that the client promptly notifies us, allows us to control the defense and cooperates reasonably. If such a claim arises, we may modify the deliverable, procure the right for continued use or terminate the affected part of the engagement and refund fees paid for it. This indemnity does not cover claims caused by client supplied material, client modifications or use of the deliverable in combination with products we did not supply.
16. Term and Termination
These terms remain in effect while you use the website or maintain an engagement with us. Either party may terminate a statement of work for convenience with thirty days of written notice, and either party may terminate immediately for a material breach that remains uncured fourteen days after written notice of the breach. We may suspend or terminate website access at any time where we reasonably believe that use is unlawful or harmful.
On termination, the client will pay for services performed and expenses incurred up to the effective date of termination, and we will deliver work in progress and completed deliverables for which payment has been received. Sections concerning intellectual property, confidentiality, warranties, liability, indemnity and governing law survive termination.
17. Third Party Materials
Our services may incorporate or depend on third party hardware, software, reference standards or data services. Those materials are governed by the terms of their own suppliers, and we are not responsible for their performance, their availability or their licensing terms. Where we recommend a third party product, that recommendation reflects our professional judgement at the time but does not make us the supplier of that product.
If a third party component becomes unavailable or materially changes, we will work with the client to identify a reasonable alternative and will treat the substitution as a change to the statement of work. The client remains responsible for obtaining and maintaining any licenses it requires for third party materials used in its own environment.
18. Compliance with Laws
Each party agrees to comply with the laws and regulations that apply to it in connection with the engagement, including export control rules, sanctions, anti bribery laws and workplace safety requirements. The client is responsible for ensuring that the technical information and materials it provides may lawfully be shared with us and, where relevant, exported from or imported into the applicable jurisdictions.
We will not knowingly provide services that would place either party in breach of applicable law. If a legal restriction prevents performance of part of an engagement, we will inform the client promptly and discuss a lawful alternative or an appropriate modification of the affected scope.
19. Governing Law and Disputes
These terms are governed by the laws of the State of Utah and the applicable laws of the United States, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in Utah for the resolution of any dispute arising out of or relating to these terms or the services.
Before commencing formal proceedings, the parties agree to attempt to resolve a dispute through good faith discussion for at least thirty days after one party gives written notice of the dispute to the other. Any claim arising out of these terms must be brought within one year after the claim arises, to the extent that limitation is permitted by law. Nothing in this section prevents either party from seeking urgent injunctive relief where necessary to protect its rights.
20. Changes to These Terms
We may update these terms from time to time to reflect changes in our services, in the law or in our business practices. When we make a material change, we will update the effective date at the top of this page and, where appropriate, provide additional notice. Continued use of the website or the services after a change takes effect constitutes acceptance of the revised terms.
The version published on this page is the current version and supersedes any earlier version. If a client has a signed statement of work, a change to these terms does not alter the terms of that statement of work unless the parties agree in writing. We encourage you to review this page periodically.
21. Contact Information
Questions about these Terms of Service, requests for clarification or notices required under these terms should be directed to the addresses below.
AXSATION LLC
2050 W 5310 S
Taylorsville - 84129-1343
United States (US)
Email: info@aytubiopharma.lat
Telephone: +19404038740
These Terms of Service are provided by AXSATION LLC and were prepared by the developer Axsation for the measurement and systems integration practice operated from the bench room in Taylorsville, Utah.