Terms of Service - NYA Labs

Posted Date: July 1, 2025

Effective Date: July 1, 2025

This Terms of Service ("Agreement") constitutes a legally binding contract between NYA Labs LLC ("NYA," "we," "us," or "our"), and you, as a user ("User," "Users," "you," or "your") with respect to the use of any NYA Services, including our websites, software, applications, or other services (collectively, our "Services"). By accessing or using the Services, you agree to be bound by this Agreement, our Privacy Policy (https://nyalabs.ai/legal/privacy), and, if applicable, any Master Service Agreement (MSA) entered into between NYA and you.

A subset of our Services includes hosted, software-as-a-service (SaaS) offerings that enable customers to design, deploy, and manage AI Agents that handle tasks such as bookings, reservations, customer support, payments, and integration with third-party systems like CRMs and medical record platforms and other similar solutions (collectively, the "Cloud Services"). Users who subscribe to or access the Cloud Services are referred to in this Agreement as "Cloud Customers."

It is important that you carefully read and understand the terms and conditions of this Agreement. If you are using the Services on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to this Agreement, and in that case, all references to "you" in this Agreement shall refer to such entity. By accessing or using our Services, including the Cloud Services, you consent to abide by this Agreement. If you do not agree with the terms and conditions of this Agreement, you are not authorized to use the Services, and we ask that you cease any use of our Services. Please note that this Agreement contains disclaimers of warranties and limitations on liability that may apply to you.

1. Compliance with Laws

Your use of the Services must comply with all applicable laws, including copyright, trademark, export control, and other laws in your jurisdiction and ours. You are responsible for ensuring that your use of the Services complies with all applicable laws and regulations and that you have all of the necessary rights and consents to permit us to provide you the Services.

2. Permitted Uses

License: Subject to full compliance with this Agreement, NYA grants you a nonexclusive, nontransferable, non-sublicensable, terminable license to access and use our Services.

Services: The services, features, and information provided through our Services, including but not limited to data, text, graphics, designs, logos, images, audio/visual materials, AI-generated outputs, links, and references (collectively, the "Information"), are provided for use in connection with our Services. For Cloud Customers, this includes a license to use the Cloud Services solely for your internal business operations to develop and operate AI Agents.

Order Forms for Cloud Services: Any purchase, subscription, or license of Cloud Services shall be made pursuant to an Order Form mutually agreed upon and executed by NYA and the applicable Cloud Customer. The Order Form will specify the scope of Cloud Services, associated fees, term, and any other terms relevant to such purchase. In the event of a conflict between the terms of this Agreement and an executed Order Form, the terms of the Order Form shall control with respect to the Cloud Services provided thereunder.

User, including Cloud Customers shall not, and shall not permit any third party to:

Rent, lease, sell, sublicense, or otherwise make the Services available to third parties
Reverse engineer, disassemble, or decompile any part of the Services
Use the Services to infringe on intellectual property, privacy, or other rights
Upload or transmit malicious code, viruses, or other harmful content
Interfere with system integrity, access, or security
Circumvent usage restrictions or access controls
Use the Services for benchmarking, competitive analysis, or unauthorized copying
Remove or obscure any proprietary notices or branding

Reproduction: Without the express written consent of NYA, no Information or other NYA materials or property may be copied, reproduced, displayed, republished, downloaded, posted, digitized, translated, modified, distributed, or commercially exploited in any way, except as expressly permitted in this Agreement.

You agree to take all reasonable steps to prevent any unauthorized reproduction or use of the Information. You agree to promptly notify NYA of any such unauthorized use of which you are aware. Failure to comply with these conditions will immediately terminate your permission to use our Services and may result in the infringement of NYA's copyrights, trademarks, or other proprietary rights.

3. Third Party Links

Our Services may contain links to third-party websites or services for your convenience. The inclusion of such links does not indicate any approval or endorsement by NYA of the linked websites or their content, and we disclaim any such approval or endorsement. We do not control these third-party websites or their content and have not reviewed them in their entirety. Your use of linked websites is subject to their respective privacy policies and terms of use, and we disclaim all liability for such use. We do not monitor, verify, endorse, or assume responsibility for any third-party services, content, or transactions. Your use of any linked website is at your own risk.

4. Information Collected

Use of our Services includes the submission of data and personal information through our online forms, use of our Services or integrations with your systems. You agree to submit personal information, including your name, email address, phone number, job title, and other information provided by you or your users of your products or services during the use of our Services, such as data related to call intake, triage, or medical records or other data retrieval.

5. IP Ownership

Ownership: Our Services, including the Cloud Services, are owned and operated by NYA and its licensors. All content and materials made available through the Services, including but not limited to software, algorithms, models, AI-generated outputs, documentation, and other Information (collectively, "NYA Content"), as well as any intellectual property and other rights therein, are and shall remain the sole and exclusive property of NYA or its licensors. The NYA Content is protected by U.S. and international copyright, trademark, and other intellectual property laws, and you acknowledge that these rights are valid and enforceable.

Except as expressly set forth in this Agreement, you may not copy, reproduce, modify, adapt, translate, republish, upload, post, transmit, distribute, sublicense, sell, reverse engineer, decompile, or disassemble any part of the Services or NYA Content without our prior written permission.

Use of the Cloud Services may involve the creation or customization of AI Agents by Cloud Customers. As between the parties, and unless otherwise agreed in a separate MSA, Cloud Customers shall retain all right, title, and interest in and to any unique prompts, configuration logic, and customer-specific workflows or data inputs used to build or operate their AI Agents ("Customer Materials"). However, NYA retains ownership of all underlying software, models, tools, and infrastructure used to deliver the Cloud Services, including any enhancements or derivatives thereof.

Feedback: You may choose to submit comments, ideas, suggestions, or other feedback regarding the Services or Cloud Services, including potential improvements or enhancements ("Feedback"). By submitting any Feedback, you agree that such Feedback is non-confidential and becomes the sole property of NYA. NYA will be free to use, reproduce, disclose, and otherwise exploit such Feedback without restriction and without any obligation to compensate you, and you waive any claims to ownership or compensation.

NYA Trademarks: The trademarks and logos displayed on our Services (collectively, the "Trademarks") are the registered and unregistered trademarks of NYA. Nothing in this Agreement or our Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark(s) without the express written permission of NYA, except as set forth in this section.

6. DMCA Notices

If you are a copyright owner or an agent thereof and believe that any content on our Services infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit NYA to locate the material
Information reasonably sufficient to permit NYA to contact you, such as an address, telephone number, and, if available, an electronic mail
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law
A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed

You can send your notice to legal@nyalabs.ai and by mail to the address in Section 13 below.

7. No Use by Children

You hereby affirm that you are over the age of 16, as these Services are not intended for children under 16. If you are under 16 years of age, you may not use our Services. You further affirm that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement. If we discover that we have collected personal information from a user under the age of 16 without verified parental consent, we will delete such information as soon as possible. If you believe a child under 16 has provided us with personal information, please contact us at privacy@nyalabs.ai.

8. Term & Termination

This Agreement is effective from the date you first access our Services and shall remain effective, with respect to the Cloud Services, until termination of the applicable Cloud Services or unless otherwise terminated in accordance with its terms. NYA may suspend or terminate this Agreement, and/or your access to and use of our Services (other than the Cloud Services), or any portion thereof, at any time and for any reason, with or without cause, without prior notice. Upon termination, your right to use our Services shall immediately cease, and you shall destroy all copies of Information obtained from our Services, whether made under the terms of this Agreement or otherwise, including any AI-generated outputs.

9. Disclaimers

OUR SERVICES ARE PROVIDED "AS IS" AND "WITH ALL FAULTS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, AND ANY WARRANTIES THAT THE INFORMATION AND SERVICES ARE CURRENT AND/OR UP-TO-DATE ARE HEREBY EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW.

THERE IS NO WARRANTY, REPRESENTATION, OR GUARANTEE THAT OUR SERVICES, INCLUDING AI AGENTS OR AI-GENERATED OUTPUTS, OR YOUR USE OF OUR SERVICES, WILL BE UNINTERRUPTED, COMPLETE, ACCURATE, CURRENT, RELIABLE, ERROR-FREE, SECURE, OR THAT ANY PROBLEMS WILL BE CORRECTED, OR THAT OUR SERVICES, OR ANY INFORMATION OR OTHER MATERIAL ACCESSIBLE FROM OUR SERVICES, IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

10. Limitation of Liability

NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OF ANY KIND, NEITHER NYA NOR ANY OF ITS AGENTS, SUCCESSORS, OR ASSIGNS, NOR NYA'S MEMBERS, OFFICERS, EMPLOYEES, CONSULTANTS, OR OTHER REPRESENTATIVES, ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS, LOST SAVINGS, OR LOSS OF DATA) OR LIABILITIES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY MANNER TO OUR SERVICES, INFORMATION, AI AGENTS, AI-GENERATED OUTPUTS, AND/OR ANY LINKED SERVICES, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITIES.

11. Indemnification

You agree to fully indemnify, defend, and hold NYA, its agents, successors, and assigns, and NYA's directors, officers, employees, consultants, and other representatives harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys' fees), and other expenses that arise directly or indirectly out of or from: (a) your breach of this Agreement; (b) any allegation that any materials you submit to us or transmit to our Services infringe or otherwise violate the copyright, patent, trademark, trade secret, or other intellectual property or other rights of any third party; (c) your activities in connection with our Services or other services to which our Services are linked, including your use of AI Agents or AI-generated outputs; and/or (d) your negligence or willful misconduct.

12. Other Jurisdictions

NYA makes no representation that our Services operate (or are legally permitted to operate) in all geographic areas or that our Services or Information, including AI-generated outputs, are appropriate or available for use in other locations. Accessing our Services from territories where our Services or any content or functionality thereof is illegal is expressly prohibited.

13. Notice

By using our Services, you consent to receive electronic communications from NYA. Any notice to NYA must be provided by both (a) sending an email to legal@nyalabs.ai and (b) providing a copy by certified mail, return receipt requested, to: NYA Labs, LLC 455 Market St, Suite 1940, PMB 34452, San Francisco, CA, 94105-2448, US

14. AI Use

Cloud Services and AI Agent Functionality: Our Cloud Services allow Cloud Customers to develop, deploy, and manage AI Agents that facilitate business workflows such as customer bookings, appointment scheduling, inbound inquiry handling, payment processing, and integration with Customer CRMs, medical records, and other third-party platforms. Cloud Customers are solely responsible for configuring and monitoring their AI Agents to meet their business requirements, including ensuring the accuracy of responses and compliance with applicable laws.

Cloud Customers must ensure that any integration of the Cloud Services with third-party systems is authorized, secure, and in compliance with applicable data privacy and security obligations. NYA may offer templates, tools, or best practices, but these are provided as-is and without warranty. NYA disclaims responsibility for any errors, inaccuracies, or harm arising from the operation of Customer-developed AI Agents.

Cloud Customers acknowledge that AI Agents operate probabilistically and may produce outputs that are incorrect or unexpected. NYA recommends that Cloud Customers implement human review workflows for high-risk outputs or transactions and conduct periodic testing of AI Agent performance.

15. No Waiver

No delay or omission by either party in exercising any rights under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by either party on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion. Our failure to enforce any provision in this Agreement is not a waiver of our rights. Any waiver must be in writing and signed by an authorized representative of NYA.

16. Assignment

Neither this Agreement nor any right, obligation, or remedy hereunder is assignable, transferable, delegable, or sublicensable by you except with NYA's prior written consent, and any attempted assignment, transfer, delegation, or sublicense shall be null and void. NYA may assign, transfer, or delegate this Agreement or any right or obligation or remedy hereunder in its sole discretion.

17. Right to Change Terms

We reserve the right at any time, with or without cause, to (a) change the terms and conditions of this Agreement; (b) change our Services; or (c) deny or terminate your use of and/or access to our Services. Any changes will be effective immediately upon posting to our Services, with or without additional notice to you. Your continued use of our Services after such changes constitutes your acceptance of the revised Agreement.

18. Mediation and Arbitration

Any controversy between the parties to this Agreement involving the construction or application of any of its terms, provisions, or conditions shall, upon written request of either party served on the other, be submitted first to mediation and then, if still unresolved, to binding arbitration. Such mediation or binding arbitration shall comply with and be governed by the provisions of the American Arbitration Association for Commercial Disputes unless the parties stipulate otherwise.

19. Governing Law & Venue

This Agreement shall be governed in all respects by the laws of the United States and the State of Delaware, without regard to conflict of law principles. Any legal action or proceeding arising under or relating to this Agreement shall be brought exclusively in the state or federal courts located in Wilmington, Delaware, and the parties irrevocably submit to the exclusive jurisdiction of such courts.

20. Class Action Waiver

To the maximum extent permitted by applicable law, you and NYA agree to only bring disputes in an individual capacity and shall not: (1) seek to bring, join, or participate in any class or representative action, collective or class-wide arbitration, or any other action where another individual or entity acts in a representative capacity (e.g., private attorney general actions); or (2) consolidate or combine individual proceedings or permit an arbitrator to do so without the express consent of all parties to this Agreement and all other actions or arbitrations.

21. Enforceability

If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of the remaining provisions.

22. Entire Agreement

This Agreement, along with our Privacy Policy and, if applicable, any Master Service Agreement (MSA) entered into between NYA and you, constitutes the entire agreement between NYA and you with respect to your use of our Services and supersedes all prior agreements, whether written or oral, concerning such relationship. In the event of any conflict between this Agreement, the Privacy Policy, and an applicable MSA, the MSA shall take precedence, followed by this Agreement, and then the Privacy Policy, unless otherwise required by applicable law.