Terms and Conditions

1. Agreement to Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you and DoyoLabs LLC ("DoyoLabs," "we," "us," or "our") regarding your use of our website and services. By accessing or using our website or engaging our services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our website or services.

2. Services

DoyoLabs provides fractional CTO services, technical advisory, and related professional services ("Services") to early-stage technology companies and startups. Our Services include, but are not limited to:

• Product and technical strategy consulting
• Architecture and engineering leadership
• Data and analytics setup
• Team building and hiring support
• Technical due diligence

Specific scope, deliverables, and terms for Services will be outlined in individual service agreements or statements of work.

3. Service Agreements

When you engage our Services, we will enter into a separate service agreement or statement of work that will specify the scope of services, fees, payment terms, duration, and other relevant terms. In the event of any conflict between these Terms and a service agreement, the service agreement shall prevail.

4. Fees and Payment

Fees for our Services will be specified in the applicable service agreement. Unless otherwise stated:

• Fees are payable in advance on a monthly basis
• All fees are non-refundable unless otherwise specified in writing
• Late payments may be subject to interest charges and suspension of services
• You are responsible for all applicable taxes

5. Confidentiality

Both parties acknowledge that during the course of our engagement, confidential information may be disclosed. We agree to:

• Maintain the confidentiality of all proprietary and confidential information
• Use confidential information only for the purpose of providing or receiving Services
• Not disclose confidential information to third parties without prior written consent
• Return or destroy confidential information upon termination of services

This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law.

6. Intellectual Property

6.1 Client IP

You retain all ownership rights to your pre-existing intellectual property and any intellectual property created by you or your team.

6.2 Work Product

Unless otherwise specified in a service agreement, work product specifically created for you as part of our Services will be owned by you upon full payment of all fees.

6.3 DoyoLabs IP

We retain all rights to our pre-existing intellectual property, methodologies, tools, templates, and general knowledge and experience gained in providing Services.

7. Term and Termination

Service engagements will be governed by the terms specified in the applicable service agreement. Either party may terminate services as follows:

• For convenience: With 30 days written notice
• For cause: Immediately upon material breach that is not cured within 10 days of written notice
• For non-payment: Immediately upon failure to pay fees when due

Upon termination, you remain responsible for all fees accrued prior to the effective termination date.

8. Warranties and Disclaimers

We warrant that we will perform Services in a professional and workmanlike manner consistent with industry standards. However:

• Services are provided "as is" and we make no guarantees regarding specific outcomes or results
• We do not warrant that our advice will be error-free or that implementing our recommendations will achieve any particular result
• To the maximum extent permitted by law, we disclaim all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose

9. Limitation of Liability

To the maximum extent permitted by law:

• Our total liability arising from or related to our Services will not exceed the total fees paid by you in the 12 months preceding the claim
• We will not be liable for any indirect, incidental, consequential, special, or punitive damages
• We will not be liable for any loss of profits, revenue, data, or business opportunities

10. Indemnification

You agree to indemnify and hold harmless DoyoLabs and its officers, employees, and contractors from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from your use of our Services, your violation of these Terms, or your violation of any rights of another party.

11. Independent Contractor

DoyoLabs is an independent contractor and not an employee, partner, or joint venturer with you. We retain the right to control how we perform our Services and may engage subcontractors as needed.

12. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of California, without regard to conflict of law principles. Any disputes arising from these Terms or our Services will be resolved as follows:

• First, through good faith negotiation between the parties
• If negotiation fails, through binding arbitration in Santa Clara County, California, in accordance with the American Arbitration Association's Commercial Arbitration Rules
• The prevailing party in any dispute will be entitled to recover reasonable attorneys' fees and costs

13. General Provisions

13.1 Entire Agreement

These Terms, together with any service agreements, constitute the entire agreement between you and DoyoLabs.

13.2 Modifications

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting an updated version on our website.

13.3 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

13.4 Waiver

No waiver of any term or condition will be deemed a further or continuing waiver of such term or any other term.

13.5 Assignment

You may not assign these Terms or any service agreement without our prior written consent. We may assign our rights and obligations with reasonable notice to you.

14. Contact Information

If you have any questions about these Terms, please contact us: