TERMS OF CONDITIONS
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Last Updated: December 9th, 2024

Welcome to nayalabs.io (“Company,” “we,” “us,” or “our”). By accessing or using the nayalabs.io website (“Site”) or engaging our services (“Services”), you acknowledge that you have read, understood, and agree to be bound by these Terms of Use (the “Terms”). If you do not agree, you may not access or use the Site or Services.

We may update these Terms at any time by posting a revised version on the Site. Your continued use after changes are posted constitutes your acceptance of the updated Terms. Please review these Terms periodically.
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1. Use of the Site

1.0 Eligibility: You must be at least 18 years old and able to form a legally binding contract to use the Site and Services.

1.2 License: Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Site for informational and business purposes only.

1.3 Prohibited Conduct: You agree not to (a) use the Site or Services for any unlawful purpose; (b) circumvent, disable, or interfere with security features; (c) upload or transmit any harmful code; or (d) use data mining, robots, or similar data-gathering methods without our prior written consent.
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2. Intellectual Property

All content, trademarks, logos, and other intellectual property displayed on the Site or provided through the Services are owned by or licensed to the Company. You may not copy, reproduce, modify, distribute, or create derivative works from any content without our express written permission.
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3. Third-Party Links and Resources

The Site may contain links to third-party websites, tools, or resources. These links are provided for convenience only, and we do not endorse or assume responsibility for any third-party content, products, or services. Your use of such third-party resources is at your own risk and subject to their respective terms and policies.
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4. Disclaimers

4.1 No Warranty: The Site and Services are offered “AS IS” and “AS AVAILABLE,” without warranties of any kind, either express or implied. We disclaim all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

4.2 No Guarantee of Results: Any statements made regarding potential results from using our Services (including software development, consulting, or related engagements) are opinions only. Actual outcomes may vary based on factors beyond our control.ies, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
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5. Limitation of Liability

To the maximum extent permitted by law, we and our officers, directors, employees, and affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or other intangibles, arising out of or related to your use of the Site or Services, even if advised of the possibility of such damages. In no event will our total liability exceed the amount you have paid, if any, to the Company for access to or use of the Services within the twelve (12) months preceding the claim.

6. Fulfillment Policy (For Services and Deliverables)

6.1 Scope of Services: Naya Labs provides software development and related professional services (“Services”) as agreed upon in a separate statement of work (SOW), order form, or project agreement.

6.2 Project Delivery & Timelines: We strive to deliver Services and associated work products (“Deliverables”) according to agreed-upon timelines. Delivery schedules may be adjusted due to factors such as scope changes, Client response delays, or external dependencies. We will promptly communicate any revised schedule if delays occur.

6.3 Quality Assurance & Acceptance: Prior to delivery, all Deliverables undergo internal quality checks to ensure they meet agreed-upon specifications outlined in the SOW. You will have ten (10) business days after delivery to review the Deliverables. Deliverables will be deemed accepted unless you provide written notice specifying any deficiencies within this review period. We will make commercially reasonable efforts to address any reported deficiencies.

6.4 Changes in Requirements: If you request changes outside the original SOW, we reserve the right to adjust timelines, pricing, and scope. Such modifications must be mutually agreed upon in writing.

6.5 Refunds & Cancellations:

• Non-Refundable Services: Due to the custom and labor-intensive nature of our Services, once a SOW or project agreement is signed and we have commenced work, fees paid are generally non-refundable. This policy reflects the upfront allocation of resources, expertise, and time dedicated to your project.
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• Cancellations Before Commencement: If you cancel a project prior to the start of any work, you may do so by providing written notice. We may, at our discretion, issue a partial refund, less any administrative or preparatory costs incurred.
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• Cancellations During an Ongoing Project: If you cancel mid-project, you must provide written notice. You will be responsible for payment for all work completed up to the cancellation date, including non-recoverable third-party costs. Any pre-paid fees beyond the cancellation date may be refunded at our discretion, based on work not yet performed.
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• Incomplete or Unsatisfactory Work: If, after following the review and revision process in Section 6.3, the final Deliverables substantially fail to meet the documented specifications, you may request a refund of a portion of fees proportional to the incomplete or deficient work. Such requests must be made in writing and will be reviewed on a case-by-case basis. Our goal is to work with you in good faith to reach a fair resolution.
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• Third-Party Costs: We are not responsible for refunding third-party costs (e.g., software licenses, hosting fees, API subscriptions) initiated on your behalf. Refunds for such costs are subject to the policies of the respective third-party providers.
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6.6 Dispute Resolution Regarding Refunds: If a disagreement arises over a refund or cancellation, please contact us first to seek an amicable resolution. If we cannot reach an agreement, the dispute shall be handled in accordance with the Governing Law & Dispute Resolution section of these Terms.

7. Fees and Payment

Payment terms, fees, and schedules will be stated in separate agreements or order forms. You agree to promptly pay all amounts due. Late payments may incur interest or late fees as specified in your project agreement.

8. Confidentiality

Each party agrees to maintain the confidentiality of non-public, proprietary information received from the other party and to use such information solely for fulfilling obligations under these Terms or related agreements.
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9. Indemnification

You agree to indemnify, defend, and hold harmless the Company and its affiliates, employees, and agents from any and all claims, liabilities, damages, judgments, awards, losses, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to your violation of these Terms, misuse of the Site or Services, or infringement of any third-party rights.

11. Governing Law & Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the jurisdiction in which Naya Labs is established, without regard to conflict of law principles. Any disputes arising out of or related to these Terms shall be resolved in the state or federal courts located within that jurisdiction, and you consent to the exclusive jurisdiction and venue of such courts.

12. Severability

If any provision of these Terms is held to be invalid, unlawful, or unenforceable, that provision shall be deemed severed, and the remaining provisions shall remain in full force and effect.

13. Entire Agreement

These Terms, together with any other legal notices and separate agreements entered into with the Company, constitute the entire agreement between you and the Company regarding your use of the Site and Services.

14. Contact Information

For questions or concerns about these Terms, please contact us at:
Email: contact@nayalabs.io
Address:
Naya Labs
1321 Upland Drive
Ste 4150
Houston, TX 77043
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By using nayalabs.io or engaging with our Services, you confirm that you have read, understood, and agree to these Terms of Use.

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