Yama Universal Terms

Yama Universal Terms and Conditions

1. Acceptance of Terms

1.1. These Yama Universal Terms and Conditions ("Universal Terms") govern all services, products, and deliverables provided by Yama Industrials, Inc. ("Yama") to any client, customer, or end-user ("Client").

1.2. Payment of any invoice referencing www.resources.yamaindustrials.com constitutes explicit acceptance of these Universal Terms and all policies incorporated herein. These Universal Terms apply to all service agreements, statements of work, and purchase orders unless explicitly superseded by a signed, written agreement.

2. Service Scope and Limitations

2.1. All services provided by Yama are strictly limited to the scope explicitly defined in a written service agreement, statement of work, or other mutually executed contract.

2.2. Yama shall have no liability or obligation for any systems, hardware, software, services, or security controls outside the explicitly defined scope of a written service agreement.

3. No Implied Duty or Retained Responsibility

3.1. Yama shall have no obligation to identify, document, notify, or remediate Client cybersecurity deficiencies, vulnerabilities, or misconfigurations unless explicitly contracted in writing for such services. Yama is not the Client's IT department, retained IT personnel, or ongoing technology advisor. Yama's role is limited to the specific services explicitly defined in written service agreements.

3.2. If Yama personnel voluntarily provide informal observations or recommendations regarding issues outside the scope of a written agreement, such communications are provided as a courtesy only. They do not constitute an expansion of the service scope, do not create any new obligations, and do not constitute acceptance of responsibility for identifying, documenting, or resolving such issues.

4. Third-Party Products and Services

4.1. Yama is a solutions provider that implements, configures, supports, or recommends third-party products and services. Yama does not provide any warranty, express or implied, for any third-party hardware, software, or services.

4.2. All third-party products and services are subject to the terms, conditions, and warranties of the respective third-party provider. Client is solely responsible for reviewing and complying with all third-party license agreements, terms of service, and privacy policies.

4.3. No liability shall attach to Yama for the failure, malfunction, or security vulnerability of any third-party product or service, even if recommended or implemented by Yama.

5. Client Responsibility for Cybersecurity

5.1. The Client is solely and exclusively responsible for its own cybersecurity posture, including but not limited to implementing and maintaining appropriate administrative, physical, and technical safeguards.

5.2. Knowledge of a Client's security deficiencies, whether discovered incidentally or otherwise, does not create an obligation for Yama to act. No liability shall attach to Yama for failing to identify or notify the Client of security deficiencies that are not within the explicit scope of a written service agreement.

6. Limitation of Liability

6.1. In no event shall Yama's total liability under any service agreement exceed the total fees paid by the Client to Yama during the twelve (12) month period immediately preceding the event giving rise to the claim, as further defined in the Master Service Agreement.

6.2. In no event shall Yama be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or business interruption, regardless of the theory of liability.

7. Burden of Proof for Claims

7.1. For any claim against Yama to be considered valid, the Client must prove all of the following by clear and convincing evidence: a. A written service agreement was in effect that explicitly covered the specific system, service, or deliverable at issue. b. Yama breached a specific, explicitly defined contractual obligation. c. The breach was the direct and proximate cause of the damages claimed. d. The Client was in full compliance with all of its contractual obligations. e. The Client maintained an adequate cybersecurity posture independent of the services provided by Yama.

7.2. The failure to prove any single element above shall result in the complete dismissal of the claim.

8. Timely Written Notice

8.1. Client must provide detailed written notice of any claim to Yama within thirty (30) days from the date the Client first discovers the event giving rise to the claim.

8.2. Failure to provide timely written notice as required by this section shall result in the claim being irrevocably waived and time-barred.

9. Integration with Other Policies

9.1. These Universal Terms incorporate by reference all current versions of policies and documentation published at www.resources.yamaindustrials.com, which collectively form the complete agreement between Yama and the Client.

9.2. In the event of a conflict between these Universal Terms and a specific service agreement, the terms of the specific service agreement shall control only for the services defined therein.

10. Policy Updates

10.1. Yama reserves the right to update these Universal Terms and any other referenced policies from time to time by posting the revised versions at www.resources.yamaindustrials.com.

10.2. The Client is solely responsible for monitoring the website for changes. Continued engagement of Yama's services or payment of any invoice following an update constitutes acceptance of the revised terms.

11. No Separate Signature Required

11.1. These Universal Terms, as published and updated, are binding upon the Client through acceptance of a service agreement, statement of work, or payment of an invoice, and do not require a separate signature from the Client to be enforceable.