STANDARD TERMS
These Standard Terms (“Standard Terms”) are between Nayya Health, Inc. (together with its affiliates, “Nayya”) and the customer identified in any Order Form or other ordering document (“Customer”). These Standard Terms govern Customer’s access and use of the products and services made available by Nayya (as such products and services might be further detailed in any Order Form, “Services”) and apply to all Order Forms unless Customer has a modified agreement negotiated and signed by the parties. If the Customer is a Covered Entity (as defined in the Health Insurance Portability and Accountability Act of 1996), the BAA is incorporated herein by reference and any PHI (as defined in the latest Business Associate Addendum available at https://legal.nayya.com/baa/ (the “BAA”)) that is disclosed by the Customer to Nayya is disclosed pursuant to the terms of the BAA.
For relevant Services, the relationship between Nayya and Customer’s individual end users (“Users”) is separately established directly with Users under the End User Terms of Service available at https://legal.nayya.com/end-user-terms/ (the “End User Terms”) and does not modify or supersede this Agreement.
1. Service
1.1. Access and Use. During the service term set forth in the applicable Order Form (“Service Term”) and subject to the terms of this Agreement, Customer may, on a non-exclusive, non-sublicensable, and non-transferable basis, (a) access and use the Services; and (b) copy and use the included Documentation only as needed to access and use the Service, in each case, for its internal business purposes (which shall include benefits administration and decision support for its employees). If a Customer Affiliate enters a separate Order Form with Nayya, the Customer’s Affiliate creates a separate agreement between Nayya and that Affiliate, where Nayya’s responsibility to the Affiliate is individual and separate from Customer and Customer is not responsible for its Affiliates’ agreement.
1.2. Support. During the Service Term, Nayya will provide technical support as described in the Order Form or the Documentation.
1.3. User Accounts. Customer is responsible for all actions on Users’ accounts and for all Users’ compliance with this Agreement. Customer and Users must protect the confidentiality of their passwords and login credentials. Customer will promptly notify Nayya if it suspects or knows of any fraudulent activity with its accounts, passwords, or credentials, or if they become compromised.
1.4. Feedback and Usage Data. Customer may, but is not required to, give Nayya Feedback, in which case Customer gives Feedback “AS IS”. Nayya may use all Feedback freely without any restriction or obligation. In addition, Nayya may collect and analyze Usage Data, and Nayya may freely use Usage Data to maintain, improve, enhance, and promote Nayya’s products and services without restriction or obligation. However, Nayya may only disclose Usage Data to others if the Usage Data is aggregated and does not identify Customer or Users.
1.5. Customer Content. Nayya may copy, display, modify, and use Customer Content only as needed to provide and maintain the Services and related offerings. Customer is responsible for the accuracy and content of Customer Content. Customer Content does not include any aggregate, de-identified or statistical data. Customer represents and warrants that it has obtained all consents and provided all notices required by applicable law in connection with the collection, processing, and use of Customer Content, including Nayya’s use thereof. Nayya has no liability for any output, recommendation, or other Service performance issue to the extent arising from inaccurate, incomplete, or outdated Customer Content.
1.6. Machine Learning. Usage Data and Customer Content may be used to develop, train, or enhance artificial intelligence or machine learning models that are part of Nayya’s products and services, including third-party components of the Services, and to create aggregated or de-identified data sets for use in connection with the Services or for any other lawful purpose, and Customer authorizes Nayya to process its Usage Data and Customer Content for such purposes. However, (a) Usage Data and Customer Content must be aggregated or de-identified before it can be used for these purposes, and (b) Nayya will use commercially reasonable efforts consistent with industry standard technology to de-identify Usage Data and Customer Content before such use. Customer acknowledges that Nayya may make similar use of User Content and that the rights, restrictions and obligations of Nayya regarding User Content are set forth in the End User Terms. Nothing in this section will reduce or limit Nayya’s obligations regarding Personal Data that may be contained in Usage Data, User Content or Customer Content under Applicable Data Protection Laws. Due to the nature of artificial intelligence and machine learning, information generated by these features may be incorrect or inaccurate. Service features that include artificial intelligence or machine learning models are not human and are not a substitute for human oversight.
1.7. End User Terms. The use of the Services by Users shall be subject to the End User Terms. The Services will inform Users of the End User Terms and require their acceptance as a condition of granting access to the Services. Customer shall not, and shall not permit any third party to, bypass, suppress, modify, or circumvent any consent screen, enrollment flow, or onboarding process presented by Nayya to Users in connection with the Services (including any click-through acceptance of the End User Terms). Customer shall not accept or purport to accept the End User Terms on behalf of any User.
1.8. Customer Data Authorization. Customer agrees and consents to Nayya’s access, use, disclosure, and processing of plan data, benefits data, enrollment data, and related information submitted by or on behalf of Customer (collectively, “Authorized Data”) solely for the purpose of enabling Nayya to provide and improve the Services. Customer represents and warrants that it has obtained all necessary rights, consents, and authorizations required under Applicable Laws to permit Nayya to receive and process Authorized Data in connection with the Services, and will notify Nayya promptly of any change in circumstances that would limit or restrict Nayya’s ability to do so.
1.9. End User Inputs. For the avoidance of doubt, data and information submitted directly by Users through the Services interface in the course of using the Services (“End User Inputs”) are not Customer Content for purposes of this Agreement. Nayya’s use of End User Inputs shall be subject to Applicable Data Protection Laws and shall be governed by the End User Terms established directly between Nayya and the applicable User.
1.10. No Fiduciary or Regulated Role. Nayya provides software and related technology services only. Nayya does not exercise discretion or control over any employee benefit plan, plan assets, plan administration, claims determinations or coverage decisions, and nothing in this Agreement or the Services constitutes, or shall be construed as, Nayya acting as: (i) a fiduciary, plan administrator or plan sponsor within the meaning of the Employee Retirement Income Security Act of 1974 or any similar Applicable Laws; (ii) an insurance producer, agent, broker, consultant or third-party administrator; or (iii) a provider of legal, tax, investment, financial or medical advice. Customer (or the applicable plan sponsor or plan administrator) retains all authority, discretion and responsibility for its benefit plans, plan design, plan administration and all related determinations and communications required by Applicable Laws.
1.11. Out of Scope Services. Any services not expressly contemplated in this Agreement are outside the scope of this Agreement and will be charged for separately. Any such additional services will be subject to a separate agreement or Order Form to be agreed between the parties.
1.12. AI-Enabled Functionality; MCP Service. If an Order Form includes, identifies, or permits access to AI-Enabled Functionality, or expressly references the Nayya AI Agent Addendum, the Nayya AI Agent Addendum is incorporated herein by reference and supplements these Standard Terms. If an Order Form includes, identifies, or permits access to the MCP Service or other Model Context Protocol-based functionality, or expressly references the MCP AI Addendum, the Nayya MCP AI Addendum is incorporated herein by reference and supplements these Standard Terms.
2. Restrictions & Obligations
2.1. Restrictions on Customer.
2.1.1. Except as expressly permitted by this Agreement, Customer will not (and will not allow anyone else to): (i) reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Services (except to the extent Applicable Laws prohibit this restriction); (ii) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Services and Documentation, or pledge, assign, or otherwise transfer or allow any lien, security interest, or other encumbrance on the Services or Documentation; (iii) remove any proprietary notices or labels; (iv) copy, modify, or create derivative works of the Services or Documentation; (v) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Services and Documentation; (vi) hack, manipulate, interfere with or disrupt the integrity or performance of the Services or otherwise access accounts, information, data, or portions of the Services to which Customer does not have explicit authorization; (vii) use the Services or Documentation to develop a competing service or product; (viii) use the Services in connection with any High Risk Activity or to perform any activity prohibited by Applicable Laws; (ix) use the Services to obtain unauthorized access to anyone else’s networks or equipment; or (x) upload, submit, or otherwise make available to the Services any Customer Content to which Customer and Users do not have the proper rights. Customer shall not make the Services or Documentation available to any person outside of the United States.
2.1.2. Use of the Services must comply with this Agreement, all Documentation and any use restrictions set forth in the Order Form.
2.2. Suspension. If Customer (a) has an outstanding, undisputed balance on its account for more than 30 days; (b) breaches Section 2.1 (Restrictions on Customer); (c) uses the Services in violation of this Agreement or in a way that materially and negatively impacts the Services or others; or (d) uses the Services in a manner that Nayya reasonably believes presents a security, privacy, or compliance risk (including any risk relating to PHI), then Nayya may temporarily suspend Customer’s access to the Services with or without notice. However, Nayya will try to inform Customer before suspending Customer’s account when practical. Nayya will reinstate Customer’s access to the Services only if Customer resolves the underlying issue.
3. Privacy & Security
3.1. Security. During the Service Term, Nayya will use commercially reasonable efforts to secure the Service from unauthorized access, alteration, or use and other unlawful tampering. During the Service Term, Nayya will maintain annually updated reports or annual certifications of compliance with standards consistent with industry practice (e.g., SOC 2 Type II) and will provide reasonable evidence of such reports and/or certifications upon request.
3.2. Breaches of Personal Data. Nayya shall (i) report any breach of Nayya’s security leading to a material accidental or unlawful destruction, loss, alteration, disclosure of, or access to any Personal Data of Customer (“Breach”) to Customer without undue delay upon discovery by Nayya and (ii) take appropriate measures to address the Breach, including measures to mitigate any adverse effects. Nayya will keep Customer reasonably informed of the progress of its investigation into any Breach. Customer is solely responsible for complying with incident notification laws applicable to Customer and carrying out any third-party notification obligations related to any Breach(es).
3.3. Personal Data. Before submitting Personal Data governed by Applicable Data Protection Laws that require entry into a data processing agreement, Customer must enter into a data processing agreement with Nayya (a “DPA”). If the parties have a DPA, each party will comply with its obligations in the DPA, the terms of the DPA will control each party’s rights and obligations as to Personal Data, and the terms of the DPA will control in the event of any conflict with this Agreement.
4. Payment & Taxes
4.1. Fees. Unless the Order Form specifies a different currency, all Fees are in U.S. Dollars and are exclusive of taxes. Except for the prorated refund of prepaid Fees allowed with specific termination rights given in this Agreement, Fees are non-refundable.
4.2. Invoicing. Unless the Order Form specifies otherwise, Nayya will send invoices for all Fees in advance and such invoices shall be paid within 30 days after delivery of the relevant invoice.
4.3. Automatic Payment. Unless the Order Form specifies otherwise, if automatic payment is indicated, Nayya will automatically charge the credit card, debit card, or other payment method on file for Fees and Customer authorizes all such charges. In this case, Nayya will make a copy of Customer’s bills or transaction history available to Customer.
4.4. Taxes. Customer is responsible for all duties, taxes, and levies that apply to Fees, including sales, use, VAT, GST, or withholding, that Nayya itemizes and includes in an invoice. However, Customer is not responsible for Nayya’s income taxes.
4.5. Data Fees. During the Service Term and to the extent available, Customer may elect for a third-party administrator (“TPA”) or other party to provide data directly to Nayya in connection with the Services. Customer agrees to pay such fees directly to the TPA or as directed by Nayya.
4.6. Payment Dispute. If Customer has a good-faith disagreement about the Fees charged or invoiced, Customer must notify Nayya about the dispute before payment is due, or within 30 days of an automatic payment, and must pay all undisputed amounts on time. The parties will work together to resolve the dispute within 15 days. If no resolution is agreed, each party may pursue any remedies available under this Agreement or Applicable Laws. Nayya may require Customer to pay all reasonable collections or legal fees incurred by Nayya to collect payment of any undisputed invoiced amount.
4.7. Audit and Reporting; Excess Usage. Nayya reserves the right to request, and Customer shall promptly provide, a census file (for Nayya Choose and Nayya Use) and/or a supplemental health enrollment file (for Nayya Claims) on a monthly basis, or upon such other time as Nayya determines. Such file shall set forth (i) in the case of the census file, the highest number of employees and other service providers employed or engaged by the Customer in each calendar month of the relevant period or (ii) in the case of a supplemental health enrollment file, the highest number of employees or other service providers employed or engaged by the Customer and that are enrolled in a supplemental health insurance product (including accident, critical illness etc.) in each calendar month of the relevant period. If the number of employees and service providers reported on the relevant file exceeds the number of licenses, seats or employees purchased by the Customer on the relevant Order Form (such excess amount, the “User Overage”), Customer shall pay retroactively (from the time Customer’s use exceeds the contracted quantity) and prospectively (for the remainder of the Service Term) to Nayya additional Fees on a pro-rata basis.
4.8. Interest. If payment of any undisputed Fees is not made when due and payable, Nayya reserves the right to charge a late fee at the rate of the lesser of 1.5% per month or the highest legal rate permitted by law, and Customer will pay all reasonable expenses of collection.
5. Term & Termination
5.1. Term. This Agreement will start on the Effective Date and continue for the longer of one year or until all Service Terms have ended.
5.2. Order Form and Renewal. For each Order Form, this Agreement will start on the order date specified therein, continue through the Service Term, and automatically renew for additional Service Terms unless one party gives notice of non-renewal to the other party before the non-renewal notice date set forth in the Order Form, or if no such date is specified, 90 days.
5.3. Termination. Either party may terminate this Agreement in whole or with respect to a specific Order Form immediately:
5.3.1. if the other party fails to cure a material breach of this Agreement following 30 days’ notice;
5.3.2. upon notice if the other party (i) materially breaches this Agreement in a manner that cannot be cured; (ii) dissolves or stops conducting business without a successor; (iii) makes an assignment for the benefit of creditors; or (iv) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days.
5.4. Force Majeure. Either party may terminate an affected Order Form upon notice if a Force Majeure Event prevents the Services from materially operating for 30 or more consecutive days. Nayya will pay to Customer a prorated refund of any prepaid Fees for the remainder of the Service Term. A Force Majeure Event does not excuse Customer’s obligation to pay Fees accrued prior to termination.
5.5. Effect of Termination. Termination of the Standard Terms will automatically terminate all Order Forms governed by the Standard Terms. Upon any expiration or termination:
5.5.1. Customer will no longer have any right to use the Services and Documentation.
5.5.2. Upon Customer’s written request, Nayya will delete Customer Content within 60 days.
5.5.3. Each Recipient will, upon written request, return or destroy Discloser’s Confidential Information in its possession or control.
5.5.4. Nayya will submit a final bill or invoice for all outstanding Fees accrued before termination and Customer will pay the invoice according to Section 4 (Payment & Taxes).
5.5.5. Customer will cease all use of, and, to the extent reasonably practicable, delete or destroy, all data, reports, and outputs received from the Services (including any MCP Output, as defined in the MCP AI Addendum, and any PHI contained therein) then in Customer’s possession or control, except as required by Applicable Laws or as expressly permitted under the applicable addendum, and will certify such deletion upon Nayya’s written request.
5.6. Survival. The following sections will survive expiration or termination of these Standard Terms: Section 1.4 (Feedback and Usage Data), Section 1.5 (Customer Content), Section 1.6 (Machine Learning), Section 1.8 (Customer Data Authorization), Section 1.9 (End User Inputs), Section 1.10 (No Fiduciary or Regulated Role), Section 1.12 (AI-Enabled Functionality; MCP Service) (including the survival provisions of any addendum incorporated under it), Section 2.1 (Restrictions on Customer), Section 3 (Privacy & Security), Section 4 (Payment & Taxes) for Fees accrued or payable before expiration or termination, Section 5.5 (Effect of Termination), Section 5.6 (Survival), Section 6 (Representations & Warranties), Section 7 (Disclaimer of Warranties), Section 8 (Limitation of Liability), Section 9 (Indemnification), Section 10 (Confidentiality), Section 11 (Reservation of Rights), Section 12 (General Terms), Section 13 (Definitions), and the portions of any Order Form referenced by these sections. Each Recipient may retain Discloser’s Confidential Information in accordance with its standard backup or record retention policies maintained in the ordinary course of business or as required by Applicable Laws, in which case Section 3 (Privacy & Security) and Section 10 (Confidentiality) will continue to apply to retained Confidential Information.
6. Representations & Warranties
6.1. Mutual. Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into this Agreement; (b) it is duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin; and (c) it will comply with all Applicable Laws in performing its obligations or exercising its rights in this Agreement. For clarity, Nayya’s obligation under clause (c) applies to Applicable Laws that apply to Nayya in its capacity as a provider of software and technology services, and does not extend to Applicable Laws governing Customer’s or any plan sponsor’s benefit plans, plan administration, or employment practices, compliance with which is the responsibility of Customer or the applicable plan sponsor.
6.2. From Customer. Customer represents and warrants that it, all Users, and anyone submitting Customer Content each have and will continue to have all rights necessary to submit or make available Customer Content to the Services and to allow the use of Customer Content as described in the Agreement.
6.3. From Nayya. Nayya represents and warrants to Customer that it will not materially reduce the general functionality of the Service during the Service Term.
6.4. Provider Warranty Remedy. If Nayya breaches the warranty in Section 6.3 (Representations & Warranties from Nayya), Customer must give Nayya notice (with enough detail for Nayya to understand or replicate the issue) within 30 days of discovering the issue. Within 45 days of receiving sufficient details of the warranty issue, Nayya will attempt to restore the general functionality of the Service. If Nayya cannot resolve the issue, Customer may terminate the affected Order Form and Nayya will pay to Customer a prorated refund of prepaid Fees for the remainder of the Service Term. Nayya’s restoration obligation, and Customer’s termination right, are Customer’s only remedies if Nayya does not meet the warranty in Section 6.3 (Representations & Warranties from Nayya).
7. Disclaimer of Warranties
7.1. Disclaimer. Except as expressly set forth in this Agreement, the Services are provided on an “as is” basis. Nayya makes no guarantees that the Services will always be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections. The warranties in Section 6 (Representations & Warranties) do not apply to any misuse or unauthorized modification of the Services or Documentation, nor to any product or service provided by anyone other than Nayya. Except for the warranties in Section 6 (Representations & Warranties), Nayya and Customer each disclaim all other warranties and conditions, whether express, implied, or statutory, including the implied warranties and conditions of merchantability, fitness for a particular purpose, title, and non-infringement. These disclaimers apply to the maximum extent permitted by Applicable Laws.
7.2. No Reliance. Nayya provides benefits related recommendations to employees and other service providers. No representations or warranties are made regarding any recommendations made by, or summaries provided by, Nayya. Any reliance any person places on such information, recommendations or summaries is strictly at their own risk and Nayya disclaims all liability with respect to such reliance. Nayya’s recommendations should not be relied upon as legal, tax, investment or financial advice.
8. Limitation of Liability
8.1. Liability Caps.
8.1.1. Except as provided in Section 8.4 (Exceptions) and 8.1.2, each party’s total cumulative liability for all claims arising out of or relating to this Agreement will not be more than the Fees paid or payable by Customer to Nayya in the 12-month period immediately before the claim.
8.1.2. Solely with respect to (i) an Indemnifying Party’s indemnification obligation, (ii) a claim alleging a breach of Section 3 (Privacy & Security) or (iii) a claim alleging a breach of Section 10 (Confidentiality) (however, excluding any Breach (as defined in Section 3.2) or other data or security breach), each party’s total cumulative liability for such claims arising out of or relating to this Agreement will not be more than five times the Fees paid or payable by Customer to Nayya in the 12 month period immediately before the claim.
8.2. Damages Waiver. Except as provided in Section 8.4 (Exceptions), under no circumstances will either party be liable to the other for lost profits or revenues (whether direct or indirect), or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to this Agreement, even if the party is informed of the possibility of this type of damage in advance; provided that the foregoing waiver will not exclude a party’s recovery of the reasonable costs of investigating, remediating, and providing legally required notifications in connection with a Breach (as defined in Section 3.2) or other unauthorized access to, or loss or disclosure of, Personal Data or Customer Content, including forensic, credit-monitoring, call-center, and breach-notification costs and any resulting regulatory fines or penalties, in each case subject to the applicable cap in Section 8.1 (Liability Caps).
8.3. Applicability. The limitations and waivers contained in Sections 8.1 (Liability Caps) and 8.2 (Damages Waiver) apply to all liability, whether in tort (including negligence), contract, breach of statutory duty, or otherwise.
8.4. Exceptions. Nothing in this Agreement will limit, exclude, or restrict a party’s liability to the extent prohibited by Applicable Laws.
9. Indemnification
9.1. Protection by Provider. Nayya will indemnify, defend, and hold harmless Customer from and against all Nayya Covered Claims made by someone other than Customer, Customer’s Affiliates, or Users, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees and other legal expenses, that arise from the Nayya Covered Claims.
9.2. Protection by Customer. Customer will indemnify, defend, and hold harmless Nayya from and against all Customer Covered Claims made by someone other than Nayya or its Affiliates, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees and other legal expenses, that arise from the Customer Covered Claims.
9.3. Procedure. The Indemnifying Party’s obligations in this section are contingent upon the Protected Party: (a) promptly notifying the Indemnifying Party of each Covered Claim for which it seeks protection; (b) providing reasonable assistance to the Indemnifying Party at the Indemnifying Party’s expense; and (c) giving the Indemnifying Party sole control over the defense and settlement of each Covered Claim. A Protected Party may participate in a Covered Claim for which it seeks protection with its own attorneys only at its own expense. The Indemnifying Party may not agree to any settlement of a Covered Claim that contains an admission of fault or otherwise materially and adversely impacts the Protected Party without the prior written consent of the Protected Party.
9.4. Changes to Services. If required by settlement or court order, or if deemed reasonably necessary in response to a Nayya Covered Claim, Nayya may: (a) obtain the right for Customer to continue using the Services; (b) replace or modify the affected component of the Services without materially reducing the general functionality of the Services; or (c) if neither (a) nor (b) are reasonable, terminate the affected Order Form and issue a pro-rated refund of prepaid Fees for the remainder of the Service Term.
9.5. Exclusions.
9.5.1. Nayya’s obligations as an Indemnifying Party will not apply to Nayya Covered Claims that result from (i) modifications to the Services that were not authorized by Nayya or that were made in compliance with Customer’s instructions; (ii) unauthorized use of the Services, including use in violation of this Agreement or the End User Terms; (iii) use of the Services in combination with items not provided by Nayya, where the infringement or claim would not have arisen but for such combination; (iv) use of an old version of the Services where a newer release would avoid the Nayya Covered Claim; (v) Customer’s failure to implement reasonable security measures or to follow Nayya’s reasonable security recommendations, where such failure contributed to the claim; (vi) Customer Content or data provided by Customer or its Users that is inaccurate, incomplete, or provided without the necessary rights or consents; (vii) Customer’s breach of this Agreement or Applicable Laws; or (viii) any claim arising from Customer’s own gross negligence or willful misconduct.
9.5.2. Customer’s obligations as an Indemnifying Party will not apply to Customer Covered Claims that result from the unauthorized use of the Customer Content, including use in violation of this Agreement.
9.6. Exclusive Remedy. This Section 9 (Indemnification), together with any termination rights, describes each Protected Party’s exclusive remedy and each Indemnifying Party’s entire liability for a Covered Claim.
10. Confidentiality
10.1. Non-Use and Non-Disclosure. Except as otherwise authorized in this Agreement or as needed to fulfill its obligations or exercise its rights under this Agreement, Recipient will not (a) use Discloser’s Confidential Information; nor (b) disclose Discloser’s Confidential Information to anyone else. In addition, Recipient will protect Discloser’s Confidential Information using at least the same protections Recipient uses for its own similar information but no less than a reasonable standard of care.
10.2. Exclusions. Confidential Information does not include information that (a) Recipient knew without any obligation of confidentiality before disclosure by Discloser; (b) is or becomes publicly known and generally available through no fault of Recipient; (c) Recipient receives under no obligation of confidentiality from someone else who is authorized to make the disclosure; or (d) Recipient independently developed without use of or reference to Discloser’s Confidential Information.
10.3. Required Disclosures. Recipient may disclose Discloser’s Confidential Information to the extent required by Applicable Laws if, unless prohibited by Applicable Laws, Recipient provides Discloser reasonable advance notice of the required disclosure and reasonably cooperates, at Discloser’s expense, with Discloser’s efforts to obtain confidential treatment for the Confidential Information.
10.4. Permitted Disclosures. Recipient may disclose Discloser’s Confidential Information to Users, employees, advisors, contractors, and representatives who each have a need to know the Confidential Information, but only if the person or entity is bound by confidentiality obligations at least as protective as those in this Section 10 (Confidentiality) and Recipient remains responsible for everyone’s compliance with the terms of this Section 10 (Confidentiality).
11. Reservation of Rights
11.1. Except for the limited license to copy and use Documentation in Section 1.1 (Access and Use), Nayya retains all right, title, and interest in and to the Services and Documentation, whether developed before or after the Effective Date. Except for the limited rights in Section 1.5 (Customer Content) and 1.6 (Machine Learning), Customer retains all right, title, and interest in and to the Customer Content.
12. General Terms
12.1. Entire Agreement. This Agreement, including any terms incorporated by reference, is the only agreement between the parties about its subject and this Agreement supersedes all prior or contemporaneous statements (whether in writing or not) about its subject. Nayya expressly rejects any terms included in Customer’s purchase order or similar document, which may only be used for accounting or administrative purposes. No terms or conditions in any Customer documentation or online vendor portal will apply to Customer’s use of the Services unless expressly agreed to in a legally binding written agreement signed by an authorized Nayya representative, regardless of what such terms may say.
12.2. Modifications, Severability, and Waiver. Any waiver, modification, or change to this Agreement must be in writing and signed or electronically accepted by each party. If any term of this Agreement is determined to be invalid or unenforceable by a relevant court or governing body, the remaining terms of this Agreement will remain in full force and effect. The failure of a party to enforce a term or to exercise an option or right in this Agreement will not constitute a waiver by that party of the term, option, or right.
12.3. Governing Law and Chosen Courts. This Agreement will be governed by the laws of the State of New York, without giving effect to any conflict of law provisions. Each party consents to the exclusive jurisdiction and venue of the Federal courts in New York, New York for all disputes arising out of or relating to this Agreement.
12.4. Injunctive Relief. Despite Section 12.3 (Governing Law and Chosen Courts), a breach of Section 10 (Confidentiality) or the violation of a party’s intellectual property rights may cause irreparable harm for which monetary damages cannot adequately compensate. As a result, upon the actual or threatened breach of Section 10 (Confidentiality) or violation of a party’s intellectual property rights, the non-breaching or non-violating party may seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction without the need to post a bond and without limiting its other rights or remedies.
12.5. Non-Exhaustive Remedies. Except where this Agreement provides for an exclusive remedy, seeking or exercising a remedy does not limit the other rights or remedies available to a party.
12.6. Assignment. Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other party. However, either party may assign this Agreement upon notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets to which this Agreement relates. Any attempted but non-permitted assignment is void. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.
12.7. Beta Products. If Nayya gives Customer access to a Beta Product, the Beta Product is provided “AS IS” and Section 6.3 (Representations & Warranties from Nayya) does not apply to any Beta Products. Customer acknowledges that Beta Products are experimental in nature and may be modified or removed at Nayya’s discretion with or without notice. If Nayya provides any Services on a free, trial, pilot, or evaluation basis, such Services are provided “AS IS,” Section 6.3 (Representations & Warranties from Nayya) does not apply to such Services, and, notwithstanding anything to the contrary in Section 8 (Limitation of Liability), Nayya’s total cumulative liability arising out of or relating to any free, trial, pilot, or evaluation Services will not exceed $1,000.
12.8. Logo Rights. Nayya may identify Customer and use Customer’s name and logo in marketing to identify Customer as a user of Nayya’s products and services. Unless Nayya provides its prior written consent, Customer will not use Nayya’s name, logos, or trademarks, or make any public announcement or press release regarding this Agreement or the Services.
12.9. Notices. Any notice, request, or approval about this Agreement must be in writing and sent to the Notice Address. Notices will be deemed given (a) upon sending if by email (provided that the sender does not receive an automatic notification of delivery failure within 2 hours of sending), (b) upon confirmed delivery if by registered or certified mail, same day courier or personal delivery; or (c) two days after mailing if by overnight commercial delivery.
12.10. Independent Contractors. The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorized to bind the other to any liability or obligation.
12.11. No Third-Party Beneficiary. There are no third-party beneficiaries of this Agreement.
12.12. Force Majeure. Neither party will be liable for a delay or failure to perform its obligations of this Agreement if caused by a Force Majeure Event. However, this section does not excuse Customer’s obligation to pay Fees.
12.13. Export Controls. Customer may not make the Services or Documentation available to any person outside of the United States. Customer may not remove or export from the United States or allow the export or re-export of the Services or any related technology or materials in violation of any restrictions, laws, or regulations of the United States Department of Commerce, OFAC, or any other United States or foreign agency or authority. Customer represents and warrants that it is not (a) a resident or national of an Embargoed Country; (b) an entity organized under the laws of an Embargoed Country; (c) designated on any list of prohibited, restricted, or sanctioned parties maintained by the U.S. government or agencies or other applicable governments or agencies, including OFAC’s Specially Designated Nationals and Blocked Persons List and the UN Security Council Consolidated List; nor (d) 50% or more owned by any party designated on any of the above lists. Nayya may terminate this Agreement immediately without notice or liability to comply, as determined in Nayya’s sole discretion, with applicable export controls and sanctions laws and regulations.
12.14. Government Rights. The Services are deemed “commercial items” or “commercial computer software” according to FAR section 12.212 and DFAR section 227.7202, and the Documentation is “commercial computer software documentation” according to DFAR section 252.227-7014(a)(1) and (5). Any use, modification, reproduction, release, performance, display, or disclosure of the Services by the U.S. Government will be governed solely by the terms of this Agreement and all other use is prohibited.
12.15. Anti-Bribery. Neither party will take any action that would be a violation of any Applicable Laws that prohibit the offering, giving, promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist Nayya or Customer in retaining or obtaining business. Examples of these kinds of laws include the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010.
12.16. Titles and Interpretation. Section titles are for convenience and reference only. All uses of “including” and similar phrases are non-exhaustive and without limitation. The United Nations Convention for the International Sale of Goods and the Uniform Computer Information Transaction Act do not apply to this Agreement.
12.17. Insurance. During the Service Term and for six months after, Nayya will carry commercial insurance policies with coverage limits that meet the insurance minimums below. Upon request, Nayya will give Customer a certificate of insurance evidencing its insurance policies that meet the insurance minimums. Nayya’s insurance policies will not be considered as evidence of Nayya’s liability.
Commercial general liability with a minimum limit for each occurrence of at least $1,000,000.00 and at least $10,000,000.00 in the aggregate.
Tech Errors and omissions or professional liability with a minimum limit for each occurrence of at least $5,000,000.00 and at least $5,000,000.00 in the aggregate.
Cyber liability insurance with a minimum limit for each occurrence of at least $10,000,000.00 and at least $10,000,000.00 in the aggregate.
12.18. Claims Period. Except for a claim for unpaid Fees, no claim or action arising out of or relating to this Agreement may be brought by either party more than two years after the date the cause of action accrues.
1. Definitions
1.1. Defining Terms. Terms have the meanings or descriptions given in these Standard Terms or as set forth on an Order Form.
1.2. “Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest.
1.3. “Agreement” means the Order Form between Nayya and Customer together with these Standard Terms, including, if applicable, the BAA.
1.4. “Applicable Data Protection Laws” means the Applicable Laws that govern how the Service may process or use an individual’s personal information, personal data, personally identifiable information, or other similar term.
1.5. “Applicable Laws” means the laws, rules, regulations, court orders, and other binding requirements of a relevant government authority that apply to or govern Nayya or Customer.
1.6. “Beta Product” means an early or prerelease feature or version of the Product that is identified as beta or similar, or a version of the Product that is not generally available.
1.7. “Confidential Information” means information in any form disclosed by or on behalf of a Discloser, including before the Effective Date, to a Recipient in connection with this Agreement that (a) the Discloser identifies as “confidential”, “proprietary”, or the like; or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Confidential Information includes the existence of this Agreement and the information on each Order Form. Customer’s Confidential Information includes non-public Customer Content and Nayya’s Confidential Information includes non-public information about the Services. Confidential Information excludes User Content (which is separately addressed in the End User Terms) and Feedback.
1.8. “Covered Claim” means either a Nayya Covered Claim or Customer Covered Claim. “Nayya Covered Claims” are any action, proceeding, or claim that (1) the Service, when used by Customer according to the terms of this Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights or (2) arises as a result of Nayya's breach of Section 3 causing unauthorized access to/loss of Personal Data or Customer Content. “Customer Covered Claims” are any action, proceeding, or claim that (1) the Customer Content, when used according to the terms of this Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights; (2) results from Customer’s breach or alleged breach of Section 2.1 (Restrictions on Customer); (3) results from Customer’s breach or alleged breach of Section 1.7 (End User Terms); or (4) is brought by a User or an employee of Customer to the extent arising from Customer’s benefit plans, plan design, plan administration, employment practices, or benefits or coverage decisions, in each case as opposed to a claim that the Services failed to perform as required by this Agreement.
1.9. “Customer Content” means data, information, or materials submitted by or on behalf of Customer to the Services but excludes Feedback, End User Inputs, User Content and any aggregated, de-identified or statistical data.
1.10. “Discloser” means a party to this Agreement when the party is providing or disclosing Confidential Information to the other party.
1.11. “Documentation” means the usage manuals and instructional materials for the Service that are made available by Nayya.
1.12. “Effective Date” means the date this Agreement is entered as indicated on the applicable Order Form.
1.13. “Embargoed Country” means any country or region to or from where Applicable Laws generally restrict the export or import of goods, services, or money.
1.14. “Feedback” means suggestions, feedback, or comments about the Services or related offerings.
1.15. “Fees” means the applicable amounts described in an Order Form.
1.16. “Force Majeure Event” means an unforeseen event outside a party’s reasonable control where the affected party took reasonable measures to avoid or mitigate the impacts of the event. Examples of these kinds of events include unpredicted natural disasters like a major earthquake, war, pandemic, riot, act of terrorism, or public utility or internet failure.
1.17. “Indemnifying Party” means a party to this Agreement when the party is providing protection for a particular Covered Claim.
1.18. “OFAC” means the United States Department of Treasury’s Office of Foreign Assets Control.
1.19. “Order Form” means an ordering document for any Product of Nayya that is signed or electronically accepted by the parties, incorporates these Standard Terms and identifies Nayya and Customer. An order form may include a statement of work, order form or other similar ordering document. An Order Form includes the policies and documents referenced in or attached to the Order Form. An Order Form may include details about the level of access and use granted to the Service, length of Service Term, or other details about the Product.
1.20. “Personal Data” will have the meaning(s) set forth in the Applicable Data Protection Laws for personal information, personal data, personally identifiable information, or other similar term.
1.21. “Protected Party” means a party to this Agreement when the party is receiving the benefit of protection for a particular Covered Claim.
1.22. “Recipient” means a party to this Agreement when the party receives Confidential Information from the other party.
1.23. “Usage Data” means data and information about the provision, use, and performance of the Services and related offerings based on Customer’s or User’s use of the Services.
1.24. “User Content” means data, information, or materials submitted by a User but excludes Feedback.
1.25. “AI-Enabled Functionality” has the meaning given in the Nayya AI Agent Addendum.
1.26. “End User Inputs” means data and information submitted directly by Users through the Services interface in the course of using the Services.
1.27. "High Risk Activity" means any situation where the use or failure of the Services could be reasonably expected to lead to death, bodily injury, environmental damage, unlawful denial or restriction of insurance or employee benefits, or another material adverse legal, health, safety, or financial outcome for an individual. Without limiting the foregoing, High Risk Activity includes using the Services: (a) as a medical device, clinical decision support tool, or substitute for professional medical judgment, diagnosis, treatment, or emergency care; (b) to make, automate, or replace any decision regarding benefit-plan eligibility, coverage, claims adjudication, underwriting, insurance pricing, enrollment approval, or denial of benefits; (c) to exercise discretionary authority or control over any employee benefit plan, plan assets, plan administration, or fiduciary decision; (d) in any life-support, emergency-response, or other safety-critical system; or (e) in any manner prohibited by Applicable Laws or outside the intended benefits education, navigation, administration-support, and decision-support purposes of the Services.
1.28. “MCP AI Addendum” means the Nayya MCP AI Addendum incorporated pursuant to Section 1.12 (AI-Enabled Functionality; MCP Service), as updated by Nayya from time to time.
1.29. “MCP Service” has the meaning given in the MCP AI Addendum.
1.30. “Nayya AI Agent Addendum” means the Nayya AI Agent Addendum incorporated pursuant to Section 1.12 (AI-Enabled Functionality; MCP Service), as updated by Nayya from time to time.
1.31. “Product” means, collectively, the Services and Documentation.