Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and ESV Performance Inc. ("Company," "we," "us," or "our") concerning your access to and use of our website at www.esvperformance.autos and our computer systems design and technical services.

By accessing or using our services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our services.

2. Services Description

ESV Performance Inc. provides professional computer systems design and related technical services, including but not limited to:

• Computer integrated systems design and implementation
• Technical consulting and advisory services
• System architecture and engineering services
• Performance optimization and analysis
• Security assessments and implementations
• Related professional, scientific, and technical services

Specific service terms may be outlined in separate service agreements or statements of work.

3. User Eligibility

By using our services, you represent and warrant that:

• You are at least 18 years of age
• You have the legal capacity to enter into binding contracts
• You are not prohibited from using our services under applicable laws
• All information you provide is accurate, current, and complete

4. Account Registration and Security

Certain features of our services may require you to register for an account. When creating an account, you agree to:

• Provide accurate and complete registration information
• Maintain and update your information to keep it current
• Maintain the security and confidentiality of your account credentials
• Notify us immediately of any unauthorized access or security breach
• Accept responsibility for all activities that occur under your account

We reserve the right to suspend or terminate accounts that violate these Terms or engage in fraudulent, abusive, or illegal activities.

5. Intellectual Property Rights

5.1 Our Intellectual Property

All content, features, and functionality on our website and in our services, including but not limited to text, graphics, logos, icons, images, software, and documentation, are the exclusive property of ESV Performance Inc. or our licensors and are protected by Canadian and international copyright, trademark, patent, and other intellectual property laws.

5.2 Limited License

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use our services for your internal business purposes, subject to these Terms. This license does not include any right to:

• Modify, copy, or create derivative works of our services or content
• Reverse engineer, decompile, or disassemble any software or systems
• Remove or alter any proprietary notices or labels
• Use our services for competitive purposes or to develop competing products

5.3 Client Materials

You retain all rights to materials, data, and information you provide to us ("Client Materials"). By providing Client Materials, you grant us a license to use, reproduce, and modify such materials solely for the purpose of providing services to you.

6. Service Agreements and Payment Terms

6.1 Service Contracts

Specific services will be provided pursuant to separate written agreements, statements of work, or proposals that incorporate these Terms by reference. In the event of any conflict, the specific service agreement will prevail.

6.2 Fees and Payment

You agree to pay all fees specified in applicable service agreements. Unless otherwise stated:

• All fees are in Canadian Dollars (CAD)
• Payment is due within 30 days of invoice date
• Late payments may incur interest charges at a rate of 1.5% per month
• We reserve the right to suspend services for non-payment

6.3 Taxes

All fees are exclusive of applicable taxes, duties, and governmental charges. You are responsible for all such charges except those based on our net income.

7. Acceptable Use Policy

You agree not to use our services to:

• Violate any applicable laws, regulations, or third-party rights
• Transmit harmful, offensive, or objectionable content
• Interfere with or disrupt our services or servers
• Attempt unauthorized access to our systems or networks
• Engage in any fraudulent, deceptive, or manipulative practices
• Collect or harvest information about other users
• Use automated systems to access our services without permission
• Impersonate any person or entity or misrepresent your affiliation

8. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of our business relationship. This obligation survives termination of services and continues for a period of five (5) years.

Confidential information does not include information that:

• Is or becomes publicly available through no breach of this agreement
• Was rightfully known prior to disclosure
• Is independently developed without use of confidential information
• Is rightfully obtained from a third party without confidentiality obligations

9. Warranties and Disclaimers

9.1 Professional Services

We warrant that our services will be performed in a professional and workmanlike manner consistent with industry standards. This warranty is valid for 90 days from service delivery.

9.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

We do not warrant that our services will be uninterrupted, error-free, or completely secure, or that defects will be corrected.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• IN NO EVENT SHALL ESV PERFORMANCE INC. BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION
• OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO US IN THE 12 MONTHS PRECEDING THE CLAIM
• THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED

Some jurisdictions do not allow the exclusion or limitation of certain damages, so these limitations may not apply to you.

11. Indemnification

You agree to indemnify, defend, and hold harmless ESV Performance Inc., its officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of our services
• Your violation of these Terms
• Your violation of any rights of another party
• Your Client Materials or any content you provide

12. Term and Termination

12.1 Term

These Terms remain in effect while you use our services or maintain an account with us.

12.2 Termination by You

You may terminate your account at any time by providing written notice to us. You remain responsible for all fees incurred prior to termination.

12.3 Termination by Us

We may suspend or terminate your access to our services immediately, without prior notice, for:

• Violation of these Terms
• Non-payment of fees
• Fraudulent, abusive, or illegal activity
• Any reason at our sole discretion with 30 days' notice

12.4 Effect of Termination

Upon termination, your right to use our services immediately ceases. We may delete your account and data, subject to applicable legal requirements and our Privacy Policy.

13. Dispute Resolution

13.1 Governing Law

These Terms are 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.

13.2 Jurisdiction

Any legal action or proceeding arising out of or related to these Terms shall be instituted exclusively in the courts located in Ontario, Canada. You consent to the personal jurisdiction of such courts.

13.3 Informal Resolution

Before filing any formal claim, you agree to contact us and attempt to resolve the dispute informally by sending written notice to the contact information provided in Section 18.

14. Modifications to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by:

• Posting the updated Terms on our website
• Updating the "Last Updated" date
• Sending email notification for significant changes

Your continued use of our services after such modifications constitutes acceptance of the updated Terms.

15. Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, or failures of third-party services or infrastructure.

16. Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction. Any attempted assignment in violation of this section is void.

17. Severability and Waiver

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

18. Contact Information

For questions, concerns, or notices regarding these Terms, please contact us:

19. Entire Agreement

These Terms, together with our Privacy Policy and any applicable service agreements, constitute the entire agreement between you and ESV Performance Inc. regarding our services and supersede all prior agreements and understandings.

20. Acknowledgment

BY USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.