1. Introduction and Acceptance

1.1 Scope and Agreement

Welcome to YA INNOVATION LAB ("Company," "we," "our," or "us"). These Terms and Conditions ("Terms") govern your access to and use of our website, services, and any proprietary software products we may provide.

1.2 Acceptance

By accessing our website, utilizing our software, or engaging us for services, you ("Client" or "you") signify your unconditional acceptance and agreement to be legally bound by these Terms. If you do not agree with any part of these Terms, you must immediately cease use of our services.

2. Services Provided

2.1 Service Definition

YA INNOVATION LAB specializes in providing custom technology solutions, including, but not limited to, custom software development, web application development, cloud infrastructure consultation, data analytics, Artificial Intelligence (AI) implementation, and related technology consulting services (collectively, the "Services").

2.2 Project-Specific Agreements

The specific scope, deliverables, timeline, performance metrics, and professional fees for any engagement will be formally detailed in a separate Project Agreement, Statement of Work (SOW), or Service Contract executed between YA INNOVATION LAB and the Client.

3. Client Responsibilities and Obligations

When engaging our Services, the Client warrants and undertakes to:

• Provide Information: Furnish all necessary, accurate, and complete information, data, and access credentials required for the timely execution of the project.

• Timely Response: Respond to all requests for feedback, approvals, materials, and decisions promptly to avoid project delays.

• Authorized Representation: Designate an authorized representative responsible for project decisions and communications.

• Intellectual Property Rights: Ensure that the Client possesses all necessary rights, licenses, and permissions for any materials, content, or intellectual property provided to us for use in the Services.

• Payment: Pay all stipulated fees, invoices, and charges in accordance with the agreed-upon payment terms.

4. Intellectual Property

4.1 Client Ownership of Deliverables

Upon the Client's full and complete payment of all associated fees and costs, YA INNOVATION LAB shall assign, and the Client shall own, all right, title, and interest in the final deliverables specifically developed and customized for the Client under the applicable SOW, including custom-written source code, original designs, and content ("Client-Owned IP").

4.2 Company Ownership

Notwithstanding Section 4.1, YA INNOVATION LAB expressly retains all ownership and intellectual property rights in:

• Pre-existing methodologies, proprietary frameworks, libraries, tools, and non-customized code templates used in the development process.

• General knowledge, development techniques, business processes, and skills acquired or utilized during the performance of the Services.

• Any work, methods, or IP developed independently by the Company or for other clients.

4.3 Third-Party Components

Projects may utilize or integrate open-source software, commercial libraries, or other third-party components, which are subject to their own governing licenses. The Client acknowledges and accepts sole responsibility for compliance with all such third-party license terms.

5. Confidentiality

5.1 Obligations

Both parties agree to maintain the strict confidentiality of any non-public, proprietary information disclosed by the other party ("Confidential Information"). Both parties shall:

• Maintain Confidential Information in confidence and apply at least the same degree of care as they use to protect their own similar information.

• Use Confidential Information exclusively for the purpose of fulfilling the project obligations.

• Not disclose Confidential Information to any third party without the prior written consent of the disclosing party.

5.2 Exclusions

Confidential Information shall not include any information that: (a) is or becomes generally available to the public without breach of these Terms; (b) was known to the receiving party prior to its disclosure; (c) is independently developed by the receiving party; or (d) is rightfully obtained from a third party without restriction on disclosure.

6. Payment, Fees, and Invoicing

6.1 Terms

Fees, payment schedules (typically a deposit and milestone-based structure), and currency are specified within the individual Project Agreement or SOW.

6.2 Late Payments

Invoices are due upon receipt or according to the specified terms. Failure to remit payment by the due date may result in: (a) the assessment of interest charges on the outstanding balance; and (b) the immediate suspension of all ongoing Services until the account is settled in full.

6.3 Non-Refundable Fees

All fees and charges are non-refundable, except where expressly stated otherwise in the governing Project Agreement. The Client is responsible for all applicable bank fees, transaction costs, and government taxes.

7. Project Timeline, Changes, and Scope

7.1 Timelines

All projected project timelines are estimates based on the agreed-upon scope and the presumption of timely Client feedback and material delivery. Delays attributable to the Client may result in timeline extensions.

7.2 Change Requests

Any requests for significant modifications or additions to the agreed scope of work ("Change Request") must be submitted in writing. All Change Requests must be formally approved by both parties and may incur additional fees and adjusted timelines. YA INNOVATION LAB reserves the right to refuse changes that could compromise the project's quality or integrity.

8. Warranties and Disclaimers

8.1 Company Warranties

YA INNOVATION LAB warrants that: (a) the Services will be performed in a professional manner, utilizing reasonable skill and care consistent with industry standards; and (b) the final work will substantially conform to the specifications formally agreed upon in the SOW.

8.2 Disclaimers

EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN SECTION 8.1, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS," WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

We do not warrant that software operation will be uninterrupted, entirely error-free, or compatible with all past, present, or future third-party systems or technology changes.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• Cap on Liability: YA INNOVATION LAB's total aggregate liability to the Client for any claim arising out of or related to these Terms or the Services shall not exceed the total fees paid by the Client to the Company for the specific Project that is the subject of the claim.

• Exclusion of Damages: In no event shall YA INNOVATION LAB be liable for any indirect, incidental, consequential, special, or exemplary damages, including, without limitation, loss of profits, data, business opportunities, or revenue, even if advised of the possibility of such damages.

10. Termination

10.1 Material Breach

Either party may terminate the governing Project Agreement with written notice if the other party materially breaches these Terms and fails to remedy the breach within thirty (30) days of receiving written notice thereof.

10.2 Termination by Client

The Client may terminate a project at any time upon written notice. The Client remains obligated to pay for all Services performed and costs incurred up to the date of termination, plus reasonable and documented wind-down costs.

10.3 Effect of Termination

Upon termination: (a) all outstanding payments become immediately due; (b) YA INNOVATION LAB shall deliver all work completed to date (subject to full payment); and (c) the obligations of confidentiality and indemnification shall survive indefinitely.

11. Indemnification

The Client agrees to indemnify, defend, and hold harmless YA INNOVATION LAB, its officers, directors, and employees, from and against any and all claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of or related to:

• The Client's use of the delivered software or services.

• Any content, data, or materials provided by the Client.

• The Client's breach of these Terms or any applicable laws.

• Any claim that materials provided by the Client infringe upon the intellectual property or other rights of a third party.

12. General Provisions

12.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of [Your Country/State], without regard to its conflict of laws principles.

12.2 Dispute Resolution

The parties agree to first attempt to resolve any dispute through informal good-faith negotiation. If a resolution cannot be reached within a reasonable time, the parties agree that disputes shall be resolved through binding arbitration in [Your Jurisdiction] under [Applicable Arbitration Rules]. Notwithstanding the foregoing, either party may seek injunctive relief in a court of competent jurisdiction for any breach related to intellectual property or confidentiality.

12.3 Entire Agreement

These Terms, along with any executed Project Agreements or SOWs, constitute the entire agreement between the parties concerning the subject matter herein, superseding all prior and contemporaneous agreements and understandings.

12.4 Modifications

YA INNOVATION LAB reserves the right to update or modify these Terms periodically. Continued use of the Services after any such changes shall constitute acceptance of the modified Terms.

12.5 Independent Contractors

The relationship between the parties is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship.

13. Contact Information

For any questions regarding these Terms or the Services, please contact us at

YA INNOVATION LAB Email: contact@yainnovationlab.com