Client Service Agreement

NYRIC-AI provides software development, website development, application development, AI/ML development, automation, UI/UX design, consulting, deployment, maintenance and related technology services.

The Client wishes to engage NYRIC-AI for the services described in one or more Statements of Work (“SOWs”).

This Agreement establishes the general terms governing the relationship between the Parties. Each SOW will contain the specific scope, deliverables, timelines, fees and project requirements.

NYRIC-AI will provide the services specifically described in the applicable SOW.

Services may include:

• Website development
• Web application development
• Mobile application development
• Backend/API development
• AI/ML development
• Generative AI solutions
• Chatbots and AI agents
• Automation systems
• SaaS development
• UI/UX design
• Database development
• Cloud deployment
• DevOps services
• Third-party API integrations
• Software maintenance
• Technical consulting

NYRIC-AI is not obligated to provide services, features or deliverables that are not expressly included in the applicable SOW.

Each project should have a separate written SOW.

The SOW may specify:

1. Project description
2. Scope of work
3. Deliverables
4. Technology stack
5. Milestones
6. Estimated timeline
7. Project fees
8. Payment schedule
9. Number of included revisions
10. Hosting and third-party services
11. Maintenance period
12. Acceptance criteria
13. Special requirements

If there is a conflict between this Agreement and an SOW, the SOW will control only with respect to the specific project matter expressly addressed in the SOW.

The Client agrees to provide NYRIC-AI with all information, content, credentials, approvals, assets and decisions reasonably necessary to complete the project.

The Client is responsible for:

• Providing accurate project requirements
• Providing required text, images, logos, videos and other content
• Providing timely feedback
• Providing access to required third-party services
• Reviewing deliverables
• Providing approvals within reasonable time
• Ensuring that Client-provided content does not violate applicable law or third-party rights
• Making payments according to the agreed schedule

NYRIC-AI will not be responsible for delays caused by the Client's failure to provide required information, approvals, content, access or decisions.

Any project timeline is based on the assumptions and dependencies identified in the applicable SOW.

Project deadlines may be extended where delays are caused by:

• Client feedback delays
• Client approval delays
• Missing content
• Missing credentials
• Changes in requirements
• Third-party API/service failures
• Hosting or infrastructure problems outside NYRIC-AI's control
• Force majeure events
• Regulatory or platform changes
• Other circumstances outside NYRIC-AI's reasonable control

A delay caused by the Client does not constitute a breach by NYRIC-AI.

The Client agrees to pay the fees specified in the applicable SOW.

Unless otherwise stated in the SOW, the following payment structure may apply:

• [X]% advance before development begins.
• [X]% upon completion of agreed milestone(s).
• [X]% before final delivery, production deployment or transfer of final project assets.

NYRIC-AI may choose a different payment structure for individual projects.

Any advance payment is made against project commencement and allocation of development resources.

Unless expressly stated otherwise in writing, advance payments are non-refundable once NYRIC-AI has commenced project work, reserved resources, purchased project-specific services, or incurred project-related costs.

Where NYRIC-AI cancels a project for reasons attributable solely to NYRIC-AI, any refund will be determined based on work completed, expenses incurred and the circumstances of termination.

If an amount becomes overdue, NYRIC-AI may:

• Suspend development work
• Suspend access to development environments
• Delay delivery
• Delay deployment
• Withhold transfer of project assets
• Require outstanding amounts to be paid before resuming work

Any resulting delay will not be treated as a delay caused by NYRIC-AI.

A late-payment charge of [X]% per month / [AMOUNT] per day, subject to applicable law, may apply if specified in the applicable SOW.

NYRIC-AI will perform only the work included within the agreed scope.

Requests outside the agreed scope will be treated as additional work.

Examples include:

• New pages
• New features
• New integrations
• Additional dashboards
• Additional user roles
• New AI functionality
• Major design changes
• Additional platforms
• New database requirements
• Significant changes to previously approved functionality

Additional work may require additional fees and/or additional delivery time.

The Client may request changes to the agreed scope.

NYRIC-AI will evaluate the request and may provide:

• Additional cost
• Additional timeline
• Revised technical requirements
• Separate SOW

NYRIC-AI is not required to begin additional work until the applicable change has been approved.

Verbal requests, informal messages or casual discussions do not automatically constitute approval of free additional work.

The number of included revisions will be specified in the applicable SOW.

A “revision” means a reasonable modification to an existing agreed deliverable.

A revision does not include the creation of a substantially different design, feature, workflow or technical implementation.

Additional revisions may be charged separately.

Projects may depend on third-party services including:

• Hosting providers
• Cloud providers
• Domain registrars
• Payment gateways
• AI model providers
• API providers
• Email providers
• Analytics platforms
• Authentication providers
• Database providers
• Software libraries

Unless explicitly stated otherwise, third-party subscription, usage, API, hosting, domain, licensing and infrastructure charges are the Client's responsibility.

NYRIC-AI is not responsible for outages, price changes, API changes, rate limits, account suspensions or discontinuation of third-party services.

Where AI/ML functionality is included, the Client acknowledges that AI systems may produce inaccurate, incomplete, biased, unexpected or inconsistent outputs.

NYRIC-AI does not guarantee that AI-generated output will always be:

• Accurate
• Complete
• Appropriate
• Unbiased
• Available
• Error-free
• Suitable for a particular legal, financial, medical, business or other purpose

The Client remains responsible for reviewing and validating AI-generated results before relying on them for consequential decisions.

Where third-party AI models or APIs are used, their terms, limitations, pricing and availability may also apply.

NYRIC-AI will use reasonable technical practices appropriate to the project to protect project systems and information within its control.

However, no internet-connected system can be guaranteed to be completely secure.

The Client is responsible for maintaining appropriate security of:

• Accounts
• Passwords
• API keys
• Hosting accounts
• Domain accounts
• Payment accounts
• Third-party services

NYRIC-AI should not be provided with unnecessary credentials or sensitive information.

15.1 Client Materials

The Client retains ownership of materials supplied by the Client, including:

• Logos
• Brand assets
• Text
• Images
• Videos
• Data
• Business information
• Existing software
• Existing intellectual property

The Client grants NYRIC-AI a limited right to use such materials solely for performing the agreed services.

15.2 Project-Specific Deliverables

Subject to full payment of all amounts due under the applicable SOW, ownership of project-specific deliverables expressly identified as transferable to the Client will transfer to the Client to the extent legally transferable.

15.3 Background IP

NYRIC-AI retains ownership of its pre-existing and independently developed intellectual property, including:

• Frameworks
• Libraries
• Reusable components
• Templates
• Development tools
• Internal tools
• Scripts
• Boilerplate code
• Generic algorithms
• Development methodologies
• Know-how
• Reusable AI workflows
• General-purpose prompts and techniques

Payment for a project does not automatically transfer NYRIC-AI's Background IP to the Client.

Where Background IP is incorporated into a deliverable, NYRIC-AI may grant the Client a non-exclusive right to use that Background IP as reasonably necessary to use the delivered project.

NYRIC-AI may use open-source software where appropriate.

Open-source components remain subject to their respective licenses.

The Client agrees to comply with applicable open-source license requirements.

NYRIC-AI will not knowingly incorporate software in a manner that violates applicable licensing requirements.

The Client represents that it has the necessary rights, permissions and licenses for content and materials it provides to NYRIC-AI.

The Client is responsible for claims arising from Client-provided materials that infringe third-party rights or violate applicable law.

A deliverable will be considered accepted when:

1. The Client expressly approves it; or
2. The Client begins using it commercially; or
3. The Client does not report a material failure against the agreed acceptance criteria within [7] business days of delivery.

Minor bugs or cosmetic issues that do not materially prevent the intended functionality will not constitute rejection of the deliverable.

Unless otherwise specified in the SOW, NYRIC-AI will correct reproducible defects in delivered functionality that materially fails to meet the agreed specifications during the agreed warranty/bug-fix period.

Bug fixing does not include:

• New features
• Changes in requirements
• Third-party service failures
• Client modifications
• Problems caused by unsupported environments
• Problems caused by infrastructure outside NYRIC-AI's control

Development services do not automatically include ongoing maintenance.

Maintenance, hosting, monitoring, support and feature development will be governed by a separate agreement or SOW where applicable.

Each Party agrees to protect confidential information received from the other Party.

Confidential information may include:

• Business strategies
• Source code
• Credentials
• Product plans
• Financial information
• Customer information
• Technical information
• Trade secrets
• Unreleased features

Confidential information will not include information that:

• Is publicly available
• Was already lawfully known
• Is independently developed
• Is lawfully obtained from another source
• Must be disclosed by law

These confidentiality obligations survive termination of this Agreement for [2/3/5] years, and trade secrets will remain protected for as long as they qualify as trade secrets under applicable law.

Unless the SOW or a separate written agreement states otherwise, NYRIC-AI may identify the Client and display non-confidential project work in its portfolio, website, proposals and marketing materials after the project becomes publicly available.

If the Client requires the project to remain confidential or prohibits portfolio usage, that restriction must be agreed in writing.

NYRIC-AI will perform services with reasonable professional skill and care.

Except where expressly stated in writing, NYRIC-AI does not guarantee:

• Specific business results
• Revenue
• User acquisition
• Search-engine rankings
• AI accuracy
• Conversion rates
• Uninterrupted operation
• Third-party service availability
• Complete absence of software defects

To the maximum extent permitted by applicable law, NYRIC-AI will not be liable for indirect, incidental, special, consequential or loss-of-profit damages arising from the project.

Unless otherwise required by applicable law or expressly agreed in writing, NYRIC-AI's aggregate liability relating to a project will not exceed the total amount actually paid to NYRIC-AI under the relevant SOW during the [6/12] months preceding the event giving rise to the claim.

Nothing in this Agreement is intended to exclude liability that cannot legally be excluded or limited.

The Client agrees to indemnify and hold NYRIC-AI harmless from third-party claims arising from:

• Client-provided content
• Client's unlawful use of the delivered software
• Client's violation of third-party rights
• Client's violation of applicable law
• Unauthorized modifications made by the Client or third parties

NYRIC-AI will reasonably cooperate with the Client in responding to such claims.

Either Party may terminate the Agreement or an SOW for material breach if the breach is not cured within [15] days after written notice.

NYRIC-AI may suspend or terminate services for:

• Non-payment
• Repeated failure to provide required information
• Abusive or unlawful conduct
• Material breach
• Fraudulent activity
• Requirements that would require NYRIC-AI to violate applicable law

Upon termination, the Client will pay for:

• Work completed
• Approved additional work
• Non-cancellable third-party expenses
• Other amounts contractually due

Termination does not automatically cancel payment obligations that arose before termination.

Sections relating to payment, intellectual property, confidentiality, liability, indemnification, dispute resolution and other provisions intended to survive termination will remain effective after termination.

Neither Party will be responsible for delays caused by circumstances beyond reasonable control, including natural disasters, war, government action, major infrastructure failures, widespread internet outages, cyber incidents affecting essential third-party infrastructure, epidemics, or similar events.

The Parties will first attempt to resolve disputes through good-faith discussion.

If the dispute cannot be resolved, the Parties may mutually agree to mediation or arbitration.

Unless otherwise specified in the SOW:

• Governing Law: Laws of India.
• Jurisdiction: Courts having appropriate jurisdiction in [CITY, STATE, INDIA].

For arbitration, if applicable, the seat and venue will be [CITY, STATE, INDIA], subject to a separate mutually agreed arbitration procedure or applicable law.

The Parties agree that this Agreement and related SOWs may be accepted electronically, including through electronic signatures, digitally signed documents, email confirmation, or other legally recognized electronic means.

Formal notices under this Agreement should be sent to the email addresses specified above or another address subsequently notified in writing.

Routine project communication may occur through email, messaging platforms, project-management tools or other agreed communication channels.

This Agreement, together with applicable SOWs and written amendments, constitutes the agreement between the Parties concerning the services.

Any amendment must be made in writing and approved by both Parties.

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions will continue to the extent permitted by law.

Failure to enforce a provision of this Agreement does not constitute a waiver of the right to enforce that provision later.

Neither Party may assign this Agreement in a manner that materially changes its obligations without the other Party's written consent, except where permitted by applicable law or as part of a corporate restructuring, merger or transfer of substantially all relevant business assets.