MAIN SERVICE AGREEMENT
Customer services guidelines, processes & procedures
YAMA INDUSTRIALS, INC.
1. Services, Order Forms, and Scope of Work
Yama Industrials, Inc. ("Yama Industrials") agrees to provide the services and products ("Services" and "Products") as described in one or more order forms or statements of work ("Order Form") executed by both parties.
For the purposes of this Agreement, an "Order Form" shall be defined as any statement of work, proposal, quote, email, other written communication, or verbal authorization that requests or authorizes the provision of Services.
In the event of a Customer's verbal authorization, the subsequent commencement of work by Yama Industrials shall serve as conclusive proof of the Customer's request and its acceptance of this Agreement. All Services performed are subject to the fees and payment terms of this Agreement and all policies incorporated herein by reference, regardless of whether such fees are specified in the initial Order Form.
Each Order Form is incorporated into this Main Service Agreement ("Agreement") and is subject to the terms and conditions of this Agreement and all policies published at www.resources.yamaindustrials.com and incorporated herein by reference. In the event of any conflict between an Order Form and this Agreement or any incorporated policy, the terms of this Agreement and the incorporated policies shall control.
Yama Industrials reserves the right to modify, suspend, or discontinue any Service or Product at any time, with or without notice, in its sole discretion.
2. Service Terms and Renewals
Services may be provided on a term basis (as specified in the Order Form or invoice) or on an ad-hoc, project, or time-and-materials basis (as specified in the Order Form or invoice). For term-based Services, the Initial Service Term shall be as specified in the Order Form.
At the end of the Initial Service Term, Services will automatically transition to Ad-Hoc Support Status as governed by the Post-Agreement & Ad-Hoc Support Policy, available at www.resources.yamaindustrials.com, unless Customer renews for an additional term.
Yama Industrials will provide Customer with notice of the upcoming expiration at least sixty (60) days prior to the end of the Service Term, as a courtesy. Such notice may be provided via email, telephone, or other means of communication. This notice is provided as a courtesy to allow Customer the opportunity to renew services. Failure to provide such notice does not extend the Service Term, does not impose any liability on Yama Industrials, and does not prevent the automatic transition to Ad-Hoc Support Status. Customer is responsible for monitoring the expiration date and initiating renewal requests.
If Customer elects to renew, the renewal may be documented through a new Order Form, an amendment to the existing Order Form, or verbal agreement with Yama Industrials prior to the end of the Service Term. Any renewal will incorporate the current version of this Main Service Agreement and all related policies as published at www.resources.yamaindustrials.com at the time of renewal.
Services may include, but are not limited to: technical support, implementation, configuration, installation, training, and related professional services.
3. Equipment and Software
3.1. Customer's Pre-Existing Equipment
Customer is solely responsible for all hardware, software, and equipment that Customer owned, leased, or otherwise controlled prior to engaging Yama Industrials' Services ("Customer Equipment"). This includes, but is not limited to, routers, switches, firewalls, servers, workstations, and related infrastructure that existed before the commencement of Services.
Customer retains all ownership rights to Customer Equipment and is solely responsible for the maintenance, security, licensing, and support of all Customer Equipment.
Yama Industrials disclaims any and all warranty or maintenance responsibility for Customer Equipment. Yama Industrials is not responsible or liable for any delay or failure in the Services caused by Customer Equipment malfunction, configuration errors, incompatibility, end-of-life status, or any other issues related to Customer Equipment.
3.2. Yama-Provided Equipment (Leased, Rented, or Subscribed)
All hardware, software, or other equipment provided, leased, rented, or subscribed to by Yama Industrials as part of the Services ("Yama Equipment") remains the sole and exclusive property of Yama Industrials, Inc., regardless of where such equipment is physically located.
Customer is granted a limited, non-exclusive, non-transferable right to use Yama Equipment during the Service Term solely for the purposes of receiving the Services.
Upon termination of this Agreement for any reason, Customer must return all Yama Equipment to Yama Industrials in good working condition, subject to normal wear and tear, within fifteen (15) days. Failure to do so will result in Customer being invoiced for the full replacement value of such equipment.
4. Service Level Agreement
Service level commitments, if any, are defined in a separate Service Level Agreement document or in the applicable Order Form. In the absence of a specific Service Level Agreement, no uptime guarantees or service level commitments are provided.
5. Customer Obligations
Customer has an obligation to meet certain requirements when engaging Yama Industrials' Services. Customer agrees to:
(a) provide accurate and complete information necessary to perform the Services
(b) provide timely access to systems, networks, facilities, and personnel as reasonably required by Yama Industrials to perform the Services
(c) comply with all applicable laws and regulations in connection with its use of the Services and Products
(d) notify Yama Industrials promptly of any issues, problems, or changes that may affect the Services
(e) comply with the Acceptable Use Policy set forth in Section 21 of this Agreement
(f) monitor the expiration date of the Service Term and proactively communicate renewal decisions to Yama Industrials
6. Implementation and Configuration
Yama Industrials will supply and configure the Products and Services in accordance with the specifications set forth in the Order Form. Implementation timelines are estimates only and are subject to change based on factors including Customer cooperation, site readiness, and third-party dependencies.
7. Ownership and Intellectual Property
All intellectual property rights in the Services, Products, software, documentation, and any deliverables created by Yama Industrials remain the exclusive property of Yama Industrials or its licensors. Customer receives only a limited, non-exclusive, non-transferable license to use the Services and Products during the Service Term, subject to the terms of this Agreement.
Customer retains all ownership rights in its data, content, and materials provided to Yama Industrials.
8. Confidential Information
Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use such information only as necessary to perform its obligations under this Agreement. "Confidential Information" includes technical, business, financial, and other proprietary information marked as confidential or that reasonably should be understood to be confidential.
Confidential Information does not include information that:
(a) is publicly available through no breach of this Agreement
(b) was rightfully known prior to disclosure
(c) is independently developed
(d) is rightfully obtained from a third party without breach of confidentiality obligations
9. Monitoring and Acceptable Use
Yama Industrials has no obligation to monitor the Services. Yama Industrials may immediately suspend or terminate Services if Customer violates this Agreement, violates the Acceptable Use Policy, or if continuation of Services poses a security risk or legal liability to Yama Industrials or its other customers.
Customer will be notified of suspension or termination when technically and legally feasible, but Yama Industrials reserves the right to act immediately without prior notice in emergency situations.
10. Changes to Services and Fees
Yama Industrials may change the features, functionality, or pricing of Services upon thirty (30) days written notice to Customer. Changes to recurring fees will take effect at the start of the next Renewal Term. Customer may terminate the affected Services within thirty (30) days of receiving notice of a fee increase by providing written notice to Yama Industrials.
11. Payment Terms and Billing Disputes
11.a. Invoicing and Payment
Customer agrees to pay all fees specified in the Order Form. Unless otherwise specified, fees are due within seven (7) days of the invoice date. Invoices may be delivered electronically to the email address provided by Customer.
11.b. Late Payment
All unpaid costs and fees will accrue interest at a rate of one and one-half percent (1.5%) per month (18% annually), compounded monthly, or the highest rate allowed by applicable law, whichever is less. In addition to interest, Customer will be responsible for all costs of collection, including reasonable attorney fees.
11.c. Suspension for Non-Payment
Yama Industrials may suspend Services if Customer's account is past due. Suspension does not relieve Customer of its payment obligations, and all outstanding amounts remain due. If Customer fails to pay invoices or does not renew at the end of the Service Term, Customer's account will automatically transition to Ad-Hoc Support Status as governed by the Post-Agreement & Ad-Hoc Support Policy. All proactive services will cease immediately upon transition to Ad-Hoc Support Status.
11.d. No Refunds
All fees paid are non-refundable except as expressly provided in a Service Level Agreement or as required by applicable law.
11.e. Billing Disputes
Customer must notify Yama Industrials in writing of any billing dispute within thirty (30) days of the invoice date. Disputes must be sent to:
Yama Industrials, Inc. Attn: Billing Department 800 Third Avenue #1292 New York, NY 10022 Email: [email protected]
Billing disputes are limited to claims that Services or Products were not provided as agreed or that charges contain a billing error. Disputes regarding invoice format, level of detail, billing methodology, or presentation are not valid grounds for non-payment. Yama Industrials reserves the right to invoice using the format and level of detail it determines appropriate based on the services provided, including flat fees, hourly rates, or other pricing structures as specified in the Order Form.
Customer must pay the full invoice amount by the invoice due date, including any disputed charges. Failure to pay the full invoice amount by the due date will result in late fees as specified in Section 11.b and may result in suspension of Services per Section 11.c. Filing a billing dispute does not relieve Customer of the obligation to pay the full invoice amount.
Yama Industrials will investigate all billing disputes and respond within thirty (30) days of receiving the dispute notice. If Yama Industrials determines that Customer is entitled to Service Credits or refunds, such amounts will be credited to Customer's account in the next billing cycle or, if Customer has terminated Services, will be refunded within thirty (30) days of the dispute resolution.
12. Taxes
Customer is responsible for all sales, use, excise, value-added, and other taxes or duties associated with the Services and Products, excluding taxes based solely on Yama Industrials' net income. If Yama Industrials is required to collect or pay such taxes, Customer will reimburse Yama Industrials for such amounts.
13. Data Protection and Privacy
Yama Industrials will handle Customer data in accordance with its Privacy Policy, Zero-Knowledge Policy, and applicable data protection laws. For healthcare clients, HIPAA compliance terms are governed by a separate Business Associate Agreement.
Customer represents and warrants that it has obtained all necessary consents and permissions to provide any personal data or protected information to Yama Industrials in connection with the Services.
14. Term and Termination
14.a. Term
This Agreement begins on the Effective Date and continues for the Initial Service Term specified in the Order Form, unless earlier terminated as provided herein.
14.b. Termination for Cause by Yama Industrials
Yama Industrials may terminate this Agreement with immediate effect if the Customer is in material breach of this Agreement. A material breach is defined as, but not limited to, the non-payment of fees as detailed in the Post-Agreement & Ad-Hoc Support Policy. Upon termination under this section, all fees for the remainder of the then-current Service Term shall be accelerated and become immediately due and payable.
14.c. Termination for Convenience
Either party may terminate this Agreement without cause upon sixty (60) days' written notice to the other party. Should Customer choose to terminate this Agreement pursuant to this Section 14.c, Customer shall pay to Yama Industrials an early termination fee equal to the sum of all monthly recurring fees remaining in the then-current Service Term. This payment is due in full upon the effective date of termination.
14.d. Effect of Termination
Upon expiration or termination of this Agreement for any reason, Customer's account will transition to Ad-Hoc Support Status as governed by the Post-Agreement & Ad-Hoc Support Policy, available at www.resources.yamaindustrials.com.
Customer must immediately cease using all Services and Products for which subscriptions have expired or been terminated. Customer remains obligated to pay all fees and charges incurred through the termination date, plus any applicable termination fees.
Sections 7 (Ownership), 8 (Confidential Information), 11 (Payment Terms), 17 (Disclaimers), 18 (Limitation of Liability), and 20 (Dispute Resolution) survive termination.
15. Third-Party Products and Services
Yama Industrials may resell, recommend, or implement third-party hardware, software, or services. All third-party products and services are subject to the terms, conditions, warranties, and support provided by the respective third-party vendor.
Yama Industrials makes no warranties or representations regarding third-party products or services. Customer is solely responsible for reviewing and accepting third-party terms and conditions. Yama Industrials is not liable for any issues, failures, defects, or security vulnerabilities in third-party products or services.
16. Disclaimers of Warranties
Yama Industrials does not warrant or guarantee that the Services and Products will be uninterrupted, error-free, or completely secure. The Services and Products are provided on an "as is" and "as available" basis.
To the maximum extent permitted by applicable law, Yama Industrials disclaims all warranties, whether express, implied, or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
Yama Industrials does not warrant that the Services will meet Customer's specific requirements or that any defects will be corrected. Customer acknowledges that the use of the Services and Products is at Customer's sole risk.
This disclaimer does not affect any warranties that cannot be excluded or limited under applicable law.
17. Limitation of Liability
17.a. Liability Cap
In no event shall Yama Industrials' total cumulative liability under this Agreement, whether arising from breach of contract, tort (including negligence), strict liability, or any other legal theory, exceed the total fees paid by Customer to Yama Industrials for the Services during the twelve (12) month period immediately preceding the date the claim first arose.
17.b. Exclusion of Consequential Damages
Under no circumstances shall Yama Industrials be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:
Loss of profits, revenue, or business opportunities
Business interruption or downtime
Loss of data or data corruption
Cost of substitute services or products
Regulatory fines or penalties
Third-party claims or litigation costs
Reputational harm or damage to goodwill
This exclusion applies regardless of whether Yama Industrials was advised of the possibility of such damages.
17.c. Exceptions
The limitations in this Section 17 do not apply to:
(a) Customer's payment obligations
(b) Customer's breach of Section 8 (Confidential Information)
(c) Customer's violation of Yama Industrials' intellectual property rights
(d) Liability that cannot be excluded or limited under applicable law
18. Indemnification
Customer agrees to indemnify, defend, and hold harmless Yama Industrials, its affiliates, officers, directors, employees, agents, and contractors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney fees) arising from:
a. Customer's use or misuse of the Services or Products
b. Customer's violation of this Agreement or any applicable law or regulation
c. Customer's violation of any third-party rights, including intellectual property, privacy, or confidentiality rights
d. Any content, data, or materials provided by Customer
e. Claims that Customer's use of the Services infringes or violates any third-party rights
Yama Industrials will promptly notify Customer of any such claim and will cooperate with Customer in the defense of such claim at Customer's expense.
19. Force Majeure
Neither party will be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, labor disputes, natural disasters, government actions, pandemics, epidemics, internet or telecommunications failures, power outages, or third-party service provider failures.
20. Dispute Resolution
20.a. Governing Law
This Agreement is governed by the laws of the State of Wyoming, without regard to its conflict of law provisions. Notwithstanding the foregoing, if Customer is located in a state where Yama Industrials maintains a registered office or substantial physical presence, the laws of that state shall apply to the extent required by applicable law.
20.b. Jurisdiction and Venue
Yama Industrials may initiate any legal action or proceeding arising under this Agreement in the state or federal courts located in Wyoming or, at Yama Industrials' sole election, in the state or federal courts of the jurisdiction where Customer's principal place of business is located. Customer irrevocably consents to personal jurisdiction and venue in such courts and waives any objection based on inconvenient forum or lack of personal jurisdiction.
Customer may initiate any legal action or proceeding against Yama Industrials only in the state or federal courts located in Wyoming. Customer irrevocably consents to the exclusive personal jurisdiction and venue of such courts and waives any right to challenge jurisdiction or venue in Wyoming courts.
20.c. Jury Waiver and Class Action Waiver
Customer agrees that it and Yama Industrials are each waiving the right to a trial by jury or to participate in a class action lawsuit. All disputes will be resolved on an individual basis.
20.d. Arbitration
At Yama Industrials' sole election, any dispute may be submitted to binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration will be conducted in Wyoming, and the arbitrator's decision will be final and binding.
20.e. Equitable Relief
Notwithstanding the above, either party may seek equitable relief (including injunctive relief) in any court of competent jurisdiction to protect its intellectual property rights or confidential information.
21. Acceptable Use Policy
Customer agrees to comply with Yama Industrials' Acceptable Use Policy, available at www.resources.yamaindustrials.com and incorporated herein by reference. Violation of the Acceptable Use Policy may result in immediate suspension or termination of Services without refund.
22. General Provisions
22.a. Entire Agreement
This Agreement, together with all Order Forms and incorporated policies and documents, constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and communications, whether written or oral, relating to the subject matter hereof.
22.b. Amendments
Yama Industrials may amend this Agreement at any time by posting the revised terms at www.resources.yamaindustrials.com. It is Customer's responsibility to review the Agreement periodically for changes. Continued use of the Services after any amendment constitutes acceptance of the amended terms.
22.c. Waiver
No waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the waiver is sought. No waiver of any breach will constitute a waiver of any subsequent breach.
22.d. Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.
22.e. Assignment
Customer may not assign or transfer this Agreement without Yama Industrials' prior written consent. Yama Industrials may assign this Agreement to any affiliate or in connection with a merger, acquisition, or sale of assets. Any attempted assignment in violation of this section is void.
22.f. Notices
All notices under this Agreement must be in writing and delivered to the addresses specified in the Order Form or in this Agreement. Notices may be delivered by email, certified mail, or nationally recognized courier service. Notices are deemed received upon delivery.
22.g. Independent Contractors
The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship between the parties.
22.h. No Third-Party Beneficiaries
This Agreement is for the sole benefit of the parties and does not confer any rights upon any third party.
22.i. Counterparts
This Agreement and any Order Forms may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one agreement. Electronic signatures are valid and binding.
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