Terms of Service

These Terms of Service constitute a binding legal agreement between Sat Claw Arcade Inc., doing business as Claw Arcade, and any client who engages our services or accesses our website. By using our services or visiting our website, you acknowledge that you have read, understood, and agree to be bound by these terms.

Developer: Claw Arcade. This agreement governs all projects, engagements, and interactions between the parties, including initial consultations, project proposals, statements of work, change orders, and any ongoing support arrangements. These terms supersede all prior agreements, representations, and understandings unless explicitly superseded in writing by an authorized representative of Sat Claw Arcade Inc.

Sat Claw Arcade Inc. provides professional services in computer systems design, computer integrated systems design, computer systems analysis, network architecture and design, technical consulting, and related technology advisory services. The specific scope, deliverables, timelines, and fees for each engagement will be detailed in a separate Statement of Work or project proposal agreed upon by both parties.

Services may include but are not limited to: systems architecture development, software and hardware integration planning, network infrastructure design, technology assessments, feasibility studies, performance audits, vendor evaluations, migration planning, and managed technical support. Each service engagement is unique and will be scoped accordingly.

The client agrees to provide Sat Claw Arcade Inc. with timely access to relevant personnel, systems, data, and facilities necessary for the performance of services. The client warrants that all information, materials, and data provided to Claw Arcade are accurate, complete, and lawfully obtained.

The client is responsible for designating a point of contact authorized to make decisions and provide approvals throughout the engagement. Delays caused by the clients failure to provide timely information, access, or decisions may result in adjusted timelines and additional charges.

Fees for services will be outlined in the applicable Statement of Work or project proposal. Unless otherwise agreed, invoices are due within thirty days of the invoice date. Late payments may incur a service charge of one and one-half percent per month or the maximum rate allowed by applicable law, whichever is lower.

All fees are quoted in United States dollars unless otherwise specified. The client is responsible for all applicable taxes, duties, and government charges. Sat Claw Arcade Inc. reserves the right to suspend services for accounts that are more than thirty days past due.

All intellectual property developed specifically for a client engagement, including custom designs, source code, documentation, and specifications created by Claw Arcade for which the client has paid in full, shall be owned by the client. This does not include Claw Arcades pre-existing intellectual property, methodologies, frameworks, tools, and know-how.

Sat Claw Arcade Inc. retains a perpetual, royalty-free license to use any general methodologies, techniques, or knowledge acquired during the performance of services for any purpose, provided that such use does not disclose the clients confidential information. Nothing in this agreement transfers ownership of Claw Arcades proprietary tools or libraries.

Both parties agree to maintain the confidentiality of all non-public information disclosed during the course of the engagement. Confidential information includes business plans, technical data, customer lists, financial information, trade secrets, and any proprietary materials marked or identified as confidential.

Confidentiality obligations survive the termination of this agreement for a period of five years. These obligations do not apply to information that is publicly available through no fault of the receiving party, independently developed, lawfully obtained from a third party, or required to be disclosed by law.

Sat Claw Arcade Inc. warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. If services do not conform to this warranty, Claw Arcade will, at its option, re-perform the non-conforming services or credit the client for the fees paid for those services.

EXCEPT AS EXPRESSLY STATED IN THIS SECTION, ALL SERVICES ARE PROVIDED AS IS WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Sat Claw Arcade Inc. does not warrant that services will be error-free or uninterrupted.

To the maximum extent permitted by applicable law, Sat Claw Arcade Inc. shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business opportunity, arising out of or related to these terms or the services provided, even if advised of the possibility of such damages.

The total liability of Sat Claw Arcade Inc. for any claim arising under these terms shall not exceed the total fees paid by the client for the specific service giving rise to the claim during the twelve-month period preceding the event that caused the liability. This limitation applies regardless of the theory of liability.

The client agrees to indemnify, defend, and hold harmless Sat Claw Arcade Inc., its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses arising out of or related to the clients use of the services, breach of these terms, violation of applicable law, or infringement of third-party rights.

Sat Claw Arcade Inc. will provide prompt notice of any claim subject to indemnification. The client may not settle any claim without Claw Arcades prior written consent if the settlement would impose any obligation on Claw Arcade or include an admission of fault.

This agreement commences on the effective date of the first engagement and continues until terminated by either party. Either party may terminate an engagement for convenience upon thirty days written notice. Either party may terminate immediately if the other party commits a material breach that remains uncured for fifteen days after written notice.

Upon termination, the client shall pay for all services rendered up to the effective date of termination. Sections relating to intellectual property, confidentiality, warranties, limitation of liability, indemnification, and dispute resolution survive termination of this agreement.

Sat Claw Arcade Inc. may engage subcontractors or third-party service providers to assist in delivering services, provided that Claw Arcade remains responsible for the performance and quality of all services delivered. Claw Arcade will ensure that any subcontractors are bound by confidentiality obligations consistent with these terms.

The client shall not unreasonably withhold consent to the use of subcontractors where such use is necessary to meet specialized technical requirements or timeline commitments. Claw Arcade will notify the client of any significant subcontracting arrangement that materially affects service delivery.

Neither party shall be liable for delays or failures in performance resulting from events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, government actions, pandemics, telecommunications failures, power outages, or supplier failures.

The affected party shall provide prompt notice of the force majeure event and take reasonable steps to mitigate its impact. Performance obligations are suspended during the force majeure event and extended by the duration of the delay. If the event lasts more than sixty days, either party may terminate the affected engagement.

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 principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this agreement.

The parties irrevocably submit to the exclusive jurisdiction of the courts located in Toronto, Ontario, Canada for the resolution of any disputes arising under these terms. However, nothing in this section prevents either party from seeking injunctive relief in any court of competent jurisdiction.

Before initiating any formal proceedings, the parties agree to attempt to resolve disputes through good-faith negotiations. If negotiations fail, the parties agree to submit the dispute to mediation administered by a mutually agreed mediator in Toronto, Ontario, before pursuing arbitration or litigation.

If mediation does not resolve the dispute within thirty days, the parties may pursue binding arbitration in accordance with the Arbitration Act of Ontario. The arbitration shall be conducted by a single arbitrator in Toronto, Ontario. Each party bears its own costs unless the arbitrator awards costs to the prevailing party.

All notices under these terms shall be in writing and delivered by email or certified mail to the address set forth in the relevant Statement of Work or to the addresses below. Notices sent by email are deemed received on the day of transmission if sent before 5:00 PM on a business day, otherwise on the next business day.

Sat Claw Arcade Inc.
47 English Ivyway
Toronto, ON M2H 3M3
Canada
Email: support@clawarcade.buzz

These Terms of Service, together with any applicable Statement of Work, proposals, and change orders, constitute the entire agreement between the parties with respect to the services provided and supersede all prior or contemporaneous communications, proposals, representations, and agreements, whether oral or written.

No modification of these terms shall be effective unless in writing and signed by an authorized representative of both parties. Any purchase order terms or conditions submitted by the client that conflict with these terms are expressly rejected unless accepted in writing by Sat Claw Arcade Inc.

If any provision of these Terms of Service is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties original intent.

Failure by either party to enforce any provision of these terms shall not constitute a waiver of that provision or any other provision. Waiver of any breach shall not constitute a waiver of any subsequent breach.