Terms of Service

1. Scope of Services

Oxiyen delivers comprehensive business transformation services and enterprise software solutions designed for organizations seeking operational excellence. Our service portfolio encompasses:

• Strategic Consulting Services: Business process optimization, digital transformation advisory, ERP integration strategy, and organizational change management
• Enterprise Software Solutions: Cloud-based platforms, custom application development, API integrations, and SaaS product deployments
• Data & Analytics Services: Data strategy consulting, business intelligence implementation, and analytics platform deployment
• Managed Services: Ongoing platform support, system maintenance, and continuous improvement programs

Specific deliverables, timelines, and service levels shall be defined in individual Statements of Work ("SOW") or Software License Agreements executed between the parties.

2. Software Licensing

Subject to the terms of this Agreement and payment of applicable fees, Oxiyen grants Client a limited, non-exclusive, non-transferable, and revocable license to access and use our proprietary software platforms solely for Client's internal business operations. This license does not convey ownership of the software or any intellectual property rights therein.

Client shall not: (a) sublicense, sell, lease, or distribute the software to third parties; (b) reverse engineer, decompile, or disassemble any software components; (c) remove or modify any proprietary notices or labels; (d) use the software to develop competing products or services; or (e) exceed the scope of use specified in the applicable license agreement.

3. Professional Services Engagement

All consulting engagements shall be governed by mutually executed Statements of Work that specify project scope, deliverables, timelines, resource allocation, and acceptance criteria. Oxiyen commits to delivering services with the degree of skill and care expected of qualified professionals in our industry.

Client acknowledges that successful project outcomes depend on timely provision of accurate information, reasonable access to systems and personnel, and prompt decision-making by Client stakeholders. Material delays caused by Client may result in timeline adjustments and additional fees as specified in the applicable SOW.

4. Fees and Payment Terms

Consulting services are billed on a time-and-materials basis or fixed-fee arrangement as specified in the applicable SOW. Software licenses are billed according to the subscription model outlined in the Software License Agreement. Unless otherwise specified:

• Invoices are due within thirty (30) days of issuance
• Late payments accrue interest at 1.5% per month or the maximum rate permitted by law
• Client is responsible for all applicable taxes, duties, and governmental charges
• Annual subscription fees are subject to adjustment upon renewal with sixty (60) days advance notice

5. Intellectual Property Rights

Oxiyen Property: All pre-existing materials, methodologies, frameworks, tools, software code, and know-how developed by Oxiyen independently or prior to the engagement ("Oxiyen IP") remain the exclusive property of Oxiyen. Client receives a limited license to use Oxiyen IP solely as incorporated into deliverables.

Client Property: Client retains ownership of all pre-existing Client data, materials, and information provided to Oxiyen during the engagement. Upon full payment, Client shall own custom deliverables specifically developed for Client under an SOW, excluding any Oxiyen IP incorporated therein.

Feedback: Any suggestions, ideas, or feedback provided by Client regarding our services or products may be used by Oxiyen without restriction or compensation.

6. Confidentiality

Each party agrees to maintain the confidentiality of the other party's proprietary and confidential information disclosed during the engagement. Confidential information shall not be disclosed to third parties without prior written consent, except as required by law or to professional advisors bound by confidentiality obligations. This obligation survives termination of the Agreement for a period of five (5) years.

7. Data Protection and Security

Oxiyen implements industry-standard administrative, technical, and physical safeguards to protect Client data processed through our systems. Our security practices align with recognized frameworks including SOC 2 Type II and ISO 27001 standards. Client data is processed solely for the purpose of delivering contracted services and in accordance with our Privacy Policy and applicable data protection regulations.

8. Service Level Commitments

For hosted software solutions, Oxiyen commits to commercially reasonable efforts to maintain platform availability. Specific uptime commitments, support response times, and remedies for service failures shall be detailed in the applicable Service Level Agreement ("SLA"). Scheduled maintenance windows and emergency maintenance procedures are communicated through designated Client contacts.

9. Warranties and Disclaimers

Professional Services Warranty: Oxiyen warrants that consulting services will be performed in a professional and workmanlike manner consistent with industry standards. Client's exclusive remedy for breach of this warranty is re-performance of the deficient services.

Software Warranty: Oxiyen warrants that licensed software will perform substantially in accordance with its documentation for a period of ninety (90) days from delivery. Client's exclusive remedy is correction of material defects or, at Oxiyen's option, a refund of fees paid for the defective software.

Disclaimer: EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL SERVICES AND SOFTWARE ARE PROVIDED "AS IS." OXIYEN DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OXIYEN BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, REGARDLESS OF THE CAUSE OF ACTION OR WHETHER OXIYEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OXIYEN'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO OXIYEN DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. These limitations apply regardless of whether such liability arises from breach of contract, tort, strict liability, or any other theory.

11. Indemnification

By Oxiyen: Oxiyen shall defend, indemnify, and hold harmless Client against third-party claims alleging that Oxiyen's software infringes valid intellectual property rights, provided Client promptly notifies Oxiyen of such claims and cooperates in the defense.

By Client: Client shall defend, indemnify, and hold harmless Oxiyen against third-party claims arising from: (a) Client's use of services in violation of this Agreement; (b) Client data or materials provided to Oxiyen; or (c) Client's violation of applicable laws or regulations.

12. Term and Termination

This Agreement remains in effect until terminated. Either party may terminate for convenience upon sixty (60) days written notice. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice.

Upon termination: (a) all licenses granted hereunder immediately terminate; (b) Client shall pay all fees incurred through the termination date; (c) each party shall return or destroy the other party's confidential information; and (d) Oxiyen shall provide reasonable assistance in transitioning Client data, subject to payment of applicable fees.

13. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles. Any dispute arising from this Agreement shall first be submitted to good-faith negotiation between senior executives of each party. If not resolved within thirty (30) days, disputes shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.

14. General Provisions

Entire Agreement: This Agreement, together with all SOWs and other documents incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements.

Amendment: This Agreement may only be modified by written instrument signed by authorized representatives of both parties or, for general terms, by Oxiyen's publication of updated terms with reasonable advance notice.

Assignment: Neither party may assign this Agreement without the other party's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.

Force Majeure: Neither party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control.

15. Contact Information

For questions regarding these Terms of Service or to discuss enterprise engagements, please contact our team:

General Inquiries: accounts@oxiyen.com

Legal Department: legal@oxiyen.com