Terms and Conditions

1. Acceptance of Terms

These Terms and Conditions ("Agreement") govern your access to and use of Nyyxon's website (nyyxon.com), online services, application programming interfaces (APIs), client portals, and all IT services and solutions provided by Nyyxon Inc. ("Company," "we," "us," "our," or "Nyyxon"). By accessing our website, using our services, or engaging our company, you agree to be bound by these terms. If you do not agree to any part of these terms, you may not access our website or use our services.

2. Service Engagement and Contracts

All IT service engagements are governed by signed Service Agreements, Statements of Work (SOWs), or Contracts ("Project Agreement"). In the event of any conflict between this general Terms and Conditions document and your specific Project Agreement, the Project Agreement shall control and take precedence.

Project specifications, deliverables, timelines, payment terms, and proprietary information are defined exclusively in your signed Project Agreement or SOW. We reserve the right to refuse service to any individual or organization at our sole discretion. Project acceptance requires signed documentation and agreement to all applicable terms before work commences.

3. Intellectual Property Rights

Pre-Existing IP: All intellectual property, tools, methodologies, frameworks, and processes owned by Nyyxon prior to engagement remain our exclusive property. This includes custom libraries, development frameworks, templates, and processes developed for general use.

Developed Work IP: Intellectual property created specifically for your project ("Deliverables") will be owned by the Client upon full payment of all invoices. Prior to full payment, all developed work remains the property of Nyyxon. We retain a non-exclusive, perpetual right to use general concepts, methodologies, and technical approaches in future projects.

Third-Party Components: Third-party libraries, open-source software, and third-party services included in deliverables are subject to their original licenses. The Client is responsible for compliance with all third-party licensing terms. Nyyxon is not liable for third-party license violations.

4. Payment Terms & Conditions

Invoicing: Invoices are issued according to the payment schedule specified in your Project Agreement (fixed price, time and materials, milestone-based, or retainer). Invoice maturity is NET 30 days unless otherwise specified.

Late Payment Charges: Payments not received by the due date are subject to a 1.5% monthly interest charge (18% annual) or maximum allowable by law. Late payments may result in work suspension until invoices are current. Collection costs, legal fees, and attorney fees resulting from unpaid invoices are the responsibility of the Client.

Project Hold: We reserve the right to hold or suspend deliverables, services, and access until all outstanding invoices and fees are paid in full. Ongoing projects may be suspended after 15 days of non-payment. Services will not resume until payment arrangements are made.

5. Limited Warranty & Disclaimers

AS-IS Delivery: Services and deliverables are provided "as-is" without warranty of any kind, express or implied. This includes implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement.

No Guarantee: While we exercise professional care, we do not guarantee uninterrupted operation, error-free code, or bug-free software. All software contains inherent risks and potential vulnerabilities. Testing and quality assurance are performed to professional standards, but absolute perfection cannot be guaranteed.

Third-Party Services: We are not responsible for availability, performance, or functionality of third-party platforms, APIs, cloud services (AWS, Azure, Google Cloud), or integrated services beyond our control.

6. Limitation of Liability

7. Confidentiality & Non-Disclosure

Both parties agree to maintain confidentiality of proprietary information, client data, business strategies, and technical specifications disclosed during engagement. Confidential information may not be disclosed to third parties without written consent except to authorized contractors under confidentiality agreements.

Nyyxon may use anonymized case studies and general project descriptions for marketing purposes unless explicitly prohibited in your Project Agreement.

8. Client Obligations & Responsibilities

Client agrees to:

• Provide accurate business requirements, specifications, and project goals in a timely manner
• Designate a primary contact and decision-maker for the project
• Provide necessary access, credentials, and system information for project delivery
• Provide timely feedback and approvals on deliverables according to project schedule
• Maintain responsibility for data accuracy, security, and legal compliance of client-provided information
• Ensure all client-provided content does not violate third-party rights or contain malicious code
• Comply with all applicable laws and regulations in use of deliverables
• Pay all invoices in a timely manner as specified in Project Agreement
• Use reasonable security practices for protecting delivered software and systems

9. Acceptable Use Policy & Prohibited Activities

Client agrees NOT to:

• Use services for unlawful purposes, fraud, or violation of third-party rights
• Attempt reverse engineering, decompiling, or disassembling of software or systems
• Conduct unauthorized access attempts or security testing without written permission
• Resell, redistribute, or sublicense services to third parties without consent
• Conduct malicious attacks, denial-of-service attacks, or other harmful activities
• Violate intellectual property rights of Nyyxon or third parties
• Use services to develop competing products or services
• Transfer credentials, access keys, or authentication tokens to unauthorized individuals
• Exceed reasonable use limits or cause unreasonable system resource consumption

Violation of this acceptable use policy may result in immediate termination of services, suspension of accounts, and legal action.

10. Project Scope & Change Management

Project scope is defined exclusively in the signed Project Agreement or Statement of Work. Any changes to scope, requirements, deliverables, or timeline must be requested in writing and approved by both parties before implementation. Scope changes may affect project timeline and cost. Change requests are evaluated and documented separately.

Out-of-scope requests and work performed outside the agreed scope may incur additional charges billed at standard hourly rates.

11. Support & Maintenance Services

Project support and maintenance terms are defined in the Project Agreement. Typically:

• Bug fixes and critical issues are addressed during the support period
• Feature enhancements and non-critical issues are addressed based on support service level
• Support expires on the date specified unless renewed
• Post-project support is available at additional cost based on hourly rates or retainer agreements

12. Data Management & Security Responsibility

Client Data Handling: We treat client data and information with appropriate security measures. However, the Client retains full responsibility for data accuracy, legal compliance (GDPR, CCPA, HIPAA, PCI-DSS, etc.), and regulatory compliance of data usage.

Data Backups: While we maintain security practices and backups, the Client is responsible for maintaining independent backups of all critical data. We are not liable for data loss resulting from client negligence, disasters, or insufficient backup procedures.

Security Liability: While we implement industry-standard security measures, we cannot guarantee immunity from security breaches, hacking, or data compromises resulting from factors beyond our control. The Client assumes responsibility for implementing additional security measures as needed for sensitive data.

13. Warranty Period & Defect Responsibility

Following delivery and acceptance of software or deliverables, Nyyxon provides a 30-day warranty period during which critical defects relating to the original specifications are addressed without additional charge. Defects must be reported in writing within this period with detailed reproduction steps.

After the 30-day warranty period, all support and modifications are provided under support agreements or billed at applicable hourly rates. Modifications requested by the Client for performance optimization, feature additions, or changing requirements are billed separately.

14. Termination of Services

Termination by Client: Clients may terminate projects with written notice. Refunds follow the Policy outlined in our Refund Policy. Early termination without cause may result in loss of refund eligibility.

Termination by Nyyxon: We may terminate services for:

• Client breach of agreement terms
• Non-payment of invoices beyond 30 days
• Unlawful activity or acceptable use violations
• Force majeure events
• Client request

Termination is effective upon written notice.

15. Indemnification & Legal Protection

Nyyxon Indemnification: Nyyxon will defend and indemnify Client against claims that original deliverables infringe third-party intellectual property rights, provided Client notifies us promptly and allows us to control the defense.

Client Indemnification: Client indemnifies Nyyxon against claims arising from:

• Client-provided content or data
• Client use of deliverables in unauthorized manner
• Client violation of laws or regulations
• Client modification of deliverables without our consent

16. Governing Law & Jurisdiction

These Terms and Conditions are governed by the laws of the United States without regard to conflict of law principles. All disputes, claims, or legal proceedings arising from this agreement shall be resolved exclusively through binding arbitration or legal proceedings in the courts located in the United States, as applicable.

17. Dispute Resolution & Escalation

Before initiating legal action, both parties agree to attempt resolution through:

• Good faith negotiation with executive representatives
• Mediation with a mutually agreed neutral party
• Escalation through management channels

Only after these steps is legal action appropriate.

18. Entire Agreement

This Terms and Conditions, together with your Project Agreement, Privacy Policy, and Refund Policy, constitutes the entire agreement between you and Nyyxon. All prior negotiations, discussions, and understandings are superseded. Modifications must be made in writing and signed by authorized representatives of both parties.

19. Severability & Waiver

If any provision of these terms is deemed invalid or unenforceable, the remaining provisions continue in effect. Waiver of any breach does not constitute waiver of future breaches or other rights.