This Terms of Service ("Agreement") legally governs your engagement with Xaylon Labs ("Company", "we", "us", "our"), covering usage of our website and all services provided, including but not limited to Custom Software Development, AI Automation, IoT Solutions, and Dedicated Offshore Development Teams.
By engaging us or continuing to use our services, you ("Client", "User") explicitly agree to be bound by these exhaustive legal terms. Do not use our services if you do not agree.
1. Scope of Services & Engagements
Project scopes, timelines, deliverables, and exact methodologies will be defined comprehensively in a separate Statement of Work (SOW) or Master Services Agreement (MSA). Any modifications to scope after execution will be subject to a formal Change Request and may incur additional billing and timeline extensions. "Estimates" provided verbally or in informal communication do not constitute binding contracts.
2. Intellectual Property Rights & Ownership
2.1 Client Deliverables: All custom-written source code, proprietary algorithms uniquely generated for the Client, branding materials, and final designs ("Deliverables") shall become the exclusive intellectual property of the Client only upon receipt of full and final payment for the associated phase/sprint/contract.
2.2 Protected Background IP: Xaylon Labs explicitly retains overarching ownership of its pre-existing methodologies, underlying utility scripts, generic automation processes, architecture blueprints, and integration modules ("Background IP"). The Client is granted an irrevocable, non-exclusive, worldwide, royalty-free license to utilize such Background IP strictly as integrated within the final Deliverables.
2.3 Open Source Dependencies: Our software natively incorporates Open Source Software (OSS). We do not claim ownership over OSS, and its inclusion is governed by respective third-party licenses (e.g., MIT, Apache 2.0).
3. AI, Automation, and Machine Learning Disclaimer
3.1 Provision "As Is": All Artificial Intelligence (AI) algorithms, chatbots, automation pipelines, and machine learning components integrated into products are provided strictly on an "AS IS" basis. Xaylon Labs heavily engineers models for robustness; however, AI outputs can be non-deterministic, hallucinatory, or subject to shifting upstream API alterations (e.g., OpenAI, Anthropic).
3.2 Exemption from Output Liability: The Company shall bear absolute zero liability for business, financial, legal, or operational losses sustained due to automated decisions executed by AI models, factual inaccuracies within chatbot responses, or third-party AI API degradation.
4. Client Obligations & Delays
The Client expressly agrees to provide timely feedback, required data logic, infrastructure access, and prompt responses. Delivery delays resulting from the Client’s failure to provide dependencies or approve milestones within the negotiated timeframes do not constitute a breach of contract by Xaylon Labs. Project suspensions exceeding 30 days due to Client unresponsiveness may incur remobilization fees at our sole discretion.
5. Payments & Collections
Billing terms (Fixed Cost, Time & Material, or Dedicated Offshore Retainer) are binding via the MSA. Failure to remit payments within the indicated invoice window carries interest penalties. Xaylon Labs reserves the unilateral right to suspend access to servers, code repositories, staging environments, and active sprint development upon default of payment.
6. Limitation of Liability and Indemnification
6.1 Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE JURISDICTION, IN NO EVENT SHALL XAYLON LABS, ITS DIRECTORS, EMPLOYEES, OR OFFSHORE PARTNERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES—INCLUDING LOST PROFITS, DATA LOSS, BUSINESS INTERRUPTION, SECRECY BREACHES, OR THIRD-PARTY CLAIMS ARISING OUT OF OR RELATING TO THE USE, PERFORMANCE, OR UNAVAILABILITY OF THE SOFTWARE DELIVERED.
6.2 Liability Cap: Total aggregate liability of Xaylon Labs, regardless of the cause of action (contract, strict liability, or tort/negligence), shall under no circumstance exceed the total amount remitted to us by the Client directly for the specific malfunctioning sprint or module during the three (3) months preceding the incident.
6.3 Indemnification: The Client agrees to indemnify, defend, and hold harmless Xaylon Labs against all third-party litigations, regulatory fines, and legal costs arising out of: (a) Client’s violation of these Terms; (b) misuse of the delivered platform; or (c) copyright or patent infringements resulting from data, assets, or specific requirements mandated by the Client.
7. Warranty and Defects
Following final deployment, we provide a standard defect-remediation warranty period (as defined in the MSA) limited exclusively to rectifying critical code bugs that deviate directly from the finalized scope. This warranty instantly explicitly voids if the Client, or any third party acting on the Client’s behalf, modifies server configurations, alters the source code, or executes malicious usage patterns.
8. Severability & Entire Agreement
If any provision of these Terms is deemed unlawful or legally unenforceable, such provision shall be severed from the document while leaving the remaining clauses fully intact and enforceable in the greatest capacity permitted by the law.
9. Applicable Law and Governing Jurisdiction
These Terms, and any ensuing legal engagements, conflicts, or litigations, shall be governed by, construed securely, and enforced in accordance with the substantive laws of India. The parties unequivocally submit to the exclusive jurisdiction of the competent courts located within Ahmedabad, Gujarat, India to resolve any legal matters arising out of this Agreement.
10. Contact Us
Legal correspondences relating to these Terms must be directed to:
Xaylon Labs Legal Department
Ahmedabad, Gujarat, India
Email: info@xaylonlabs.com