TERMS OF SERVICE

NyxiGale Pvt. Ltd.

Effective Date: February 15, 2026
Last Updated: February 15, 2026

Acceptance of Terms
Description of Services
User Accounts and Access
Use of Website and Services
Intellectual Property Rights
Client Projects and Deliverables
Payment Terms
Professional Services
Products and Software
Warranties and Disclaimers
Limitation of Liability
Indemnification
Confidentiality
Privacy
Third-Party Services and Links
Termination
Dispute Resolution
Governing Law
Changes to Terms
General Provisions
Contact Information

1. Acceptance of Terms

1.1 Agreement to Terms

Welcome to NyxiGale Pvt. Ltd. ("NyxiGale," "we," "us," or "our"). These Terms of Service ("Terms," "Agreement") govern your access to and use of:

Our website (nyxigale.com and any subdomains)
All services we provide, including software development, game development, and IoT solutions
Products we develop (AichoPaicho, Vehicle Crash Detection System, etc.)
Any communications, content, or materials provided by NyxiGale

By accessing or using our website or services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not access or use our services.

1.2 Capacity to Accept

By accepting these Terms, you represent and warrant that:

You are at least 18 years old (or the age of majority in your jurisdiction)
You have the legal capacity to enter into a binding agreement
If representing an organization, you have authority to bind that organization
You are not prohibited from receiving services under applicable laws

1.3 Additional Agreements

Specific services may be subject to additional terms and conditions provided in:

Project proposals and statements of work
Service agreements and contracts
Product-specific terms (for AichoPaicho, IoT devices, etc.)
Client portal terms of use

In case of conflict, specific agreements take precedence over these general Terms.

2. Description of Services

2.1 Services We Provide

NyxiGale provides the following categories of professional services and products:

Software & Systems Engineering:

Custom software development
Web application development
API development and integration
Microservices architecture
Database design and optimization
System architecture consulting
Performance optimization
Technical auditing

Game Development:

Original indie game development
Game prototyping and testing
Cross-platform game porting
Game mechanics design
Publishing support
Technical consulting for games

IoT & Embedded Solutions:

Custom IoT device development
Sensor system integration
Industrial monitoring solutions
Emergency response systems
Firmware development
Hardware-software integration

Products:

AichoPaicho (money lending/borrowing tracker)
Vehicle Crash Detection System
Other software products and tools

2.2 Service Availability

Website Access:

We strive to maintain 99.9% uptime for our website
Access may be temporarily suspended for maintenance
We do not guarantee uninterrupted or error-free access

Service Delivery:

Professional services are provided as agreed in project contracts
Timelines and deliverables are specified in project proposals
Products are provided "as-is" unless otherwise specified in product terms

2.3 Service Modifications

We reserve the right to:

Modify, suspend, or discontinue any service at any time
Change features, functionality, or availability
Update product specifications and capabilities
Adjust pricing for new projects (existing contracts are honored)

Notice of Material Changes:

We will provide reasonable notice for significant changes
Existing client projects are not affected by service modifications
Product updates are communicated through release notes

3. User Accounts and Access

3.1 Account Creation

Website Account:

Some features may require creating an account
You must provide accurate and complete information
You are responsible for maintaining confidentiality of credentials

Client Portal:

Clients engaging our services may receive portal access
Access is granted per project or contract
Multiple users may be provisioned for enterprise clients

3.2 Account Security

You agree to:

Use a strong, unique password
Not share your account credentials
Notify us immediately of unauthorized access
Accept responsibility for all activities under your account
Log out from shared or public devices

We reserve the right to:

Suspend accounts showing suspicious activity
Require password changes for security
Terminate accounts violating these Terms

3.3 Account Termination

By You:

Request account deletion by contacting us
Export your data before deletion
Understand deletion is permanent after 30 days

By Us:

We may terminate accounts for Terms violations
Inactive accounts (2+ years) may be deleted after notice
Client portal access ends with project completion

4. Use of Website and Services

4.1 Permitted Use

You may use our website and services for:

Legitimate business purposes
Evaluating our services
Communicating with us about projects
Accessing client portal features (if authorized)
Using products in accordance with product terms

4.2 Prohibited Activities

You agree NOT to:

Illegal Activities:

Violate any applicable laws or regulations
Engage in fraudulent or deceptive practices
Use services for any illegal purpose

Security Violations:

Attempt unauthorized access to our systems
Hack, penetrate, or test security of our infrastructure
Introduce viruses, malware, or malicious code
Circumvent security or authentication measures
Engage in denial-of-service attacks

Interference:

Interfere with proper functioning of services
Overload or burden our systems
Use automated systems (bots, scrapers) without permission
Reverse engineer or decompile our software
Remove proprietary notices or labels

Misuse of Content:

Copy, reproduce, or redistribute our content without permission
Create derivative works without authorization
Use our trademarks or branding without consent
Impersonate NyxiGale or our employees

Inappropriate Communication:

Harass or threaten our team members
Send spam or unsolicited communications
Submit false or misleading information
Upload inappropriate or offensive content

4.3 Monitoring and Enforcement

We reserve the right to:

Monitor use of our website and services
Investigate suspected violations
Remove content violating these Terms
Suspend or terminate accounts
Report illegal activities to authorities
Cooperate with law enforcement

4.4 Feedback and Suggestions

If you provide feedback, suggestions, or ideas:

You grant us perpetual, royalty-free license to use them
We have no obligation to implement or compensate
We may use feedback without attribution
You retain no rights to claim ownership

5. Intellectual Property Rights

5.1 Our Intellectual Property

Owned by NyxiGale:

All content, features, and functionality on our website and in our services, including:

Website design, layout, and user interface
Logos, trademarks, and branding materials
Text, graphics, images, and multimedia content
Software code, algorithms, and architecture
Documentation, guides, and help materials
Product designs and specifications
Methodologies and processes

Protection:

Protected by international copyright, trademark, and patent laws
Unauthorized use is prohibited
All rights reserved unless explicitly granted

5.2 Trademarks

NyxiGale Marks:

"NyxiGale" name and logo
"NyxiGale Games" branding
"AichoPaicho" name and logo
"Code the Storm" tagline
Product names and logos

Restrictions:

Do not use our trademarks without written permission
Do not create confusingly similar marks
Do not imply endorsement or affiliation without authorization

5.3 Limited License to Use Website

We grant you a limited, non-exclusive, non-transferable, revocable license to:

Access and use our website for personal or business evaluation
View and download content for personal, non-commercial use
Use client portal features if authorized

This license does NOT permit:

Commercial redistribution of our content
Modification or derivative works
Reverse engineering of our software
Removal of copyright notices

5.4 Open Source Components

Some of our projects may include open-source components:

Open-source software retains its original licenses
We comply with all open-source license requirements
Open-source components are identified in documentation
We contribute back to open-source communities

6. Client Projects and Deliverables

6.1 Project Agreements

Engagement Process:

Initial Consultation: Discuss project requirements
Proposal: We provide detailed proposal with scope and pricing
Agreement: Both parties sign project agreement or contract
Development: We build according to agreed specifications
Delivery: We deliver completed work as specified
Support: We provide agreed-upon support period

Project Agreement Includes:

Scope of work and deliverables
Timeline and milestones
Payment terms and schedule
Intellectual property ownership
Support and maintenance terms
Change request process

6.2 Intellectual Property in Client Projects

Custom Development Work:

Unless otherwise specified in writing:

Client owns: Final deliverables created specifically for client
Client owns: Custom code written for their specific use case
Client owns: Project documentation and assets
We retain: Pre-existing tools, libraries, and frameworks
We retain: General knowledge and methodologies
We retain: Right to use anonymized case studies (with permission)

Ownership Transfer:

Full ownership transfers upon final payment
Source code and documentation provided
We retain no rights to client-specific work
Exceptions must be explicitly stated in contract

Work-for-Hire:

Custom development is generally work-for-hire
Client receives all rights upon payment
We may retain portfolio rights (with approval)

6.3 Pre-Existing Materials

Our Tools and Frameworks:

We may use our proprietary tools and frameworks
These remain our property
Client receives license to use in their deliverable
Cannot be extracted or reused independently

Third-Party Components:

We may incorporate third-party libraries/services
Subject to their respective licenses
Disclosed in project documentation
Client responsible for ongoing compliance

6.4 Client Responsibilities

Clients agree to:

Provide accurate and complete requirements
Respond to inquiries within reasonable timeframes
Provide necessary access, credentials, and resources
Review deliverables and provide timely feedback
Make payments according to agreed schedule
Maintain confidentiality of sensitive information

Client Provided Materials:

Client retains ownership of materials they provide
Client grants us license to use for project purposes
Client warrants they have rights to provided materials
Client indemnifies us for use of their materials

6.5 Changes and Modifications

Change Request Process:

Requests for scope changes must be submitted in writing
We will provide revised timeline and cost estimate
Changes require mutual written agreement
Additional charges apply for out-of-scope work

Minor Adjustments:

Small tweaks within scope may be accommodated
Clarifications of existing requirements included
Bug fixes within warranty period are free

7. Payment Terms

7.1 Pricing and Quotes

Proposals and Quotes:

Valid for 30 days unless otherwise stated
Subject to change after expiration
Fixed-price or time-and-materials options available
Detailed breakdown provided in proposals

Price Changes:

Cannot change pricing on active contracts
New projects may have different rates
Price increases communicated with advance notice

7.2 Payment Schedule

Typical Payment Structure:

Small Projects ($5,000 - $15,000):

50% upfront deposit
50% upon completion

Medium Projects ($15,000 - $50,000):

30% upfront deposit
30% at midpoint milestone
40% upon completion

Large Projects ($50,000+):

Custom payment schedule in contract
Milestone-based payments
Monthly retainer options available

Hourly/Time-and-Materials:

Invoiced bi-weekly or monthly
Due within 15 days of invoice date
Detailed time tracking provided

7.3 Payment Methods

Accepted Methods:

Bank transfer (wire transfer)
PayPal (may include processing fees)
Stripe/credit card (may include processing fees)
Cryptocurrency (for international clients, if agreed)

Invoicing:

Invoices sent via email
Include project details and payment instructions
Due dates clearly specified

7.4 Late Payments

Consequences of Late Payment:

Work may be paused after 7 days overdue
Interest charged at 1.5% per month (or legal maximum)
Project may be suspended after 14 days overdue
Legal action for non-payment after 30 days
Client responsible for collection costs

Grace Period:

Contact us immediately if payment issues arise
We may work out alternative arrangements
Communication is key to maintaining relationship

7.5 Refund Policy

Refunds Generally Not Available:

Since our services are custom work:

Completed work is non-refundable
Deposits are non-refundable after work begins
Hours worked under time-and-materials are non-refundable

Exceptions:

Project cancelled before work begins: Deposit refunded minus 10% administrative fee
Failure to deliver per contract: Refund or re-work as agreed
Product defects: Covered under product warranty terms

7.6 Taxes

Tax Responsibility:

Prices may not include applicable taxes
VAT, GST, or sales tax added as required by law
Client responsible for taxes in their jurisdiction
Tax documentation provided upon request

8. Professional Services

8.1 Service Standards

Quality Commitment:

We commit to providing services that:

Meet industry-standard quality expectations
Conform to agreed specifications in contracts
Are delivered in a professional and timely manner
Include proper documentation and support

Our Approach:

Agile development methodologies
Regular client communication and updates
Code reviews and quality assurance
Testing before delivery
Post-launch support period

8.2 Client Collaboration

Required Client Participation:

Successful projects require client involvement:

Timely responses to questions and requests
Availability for regular check-ins and reviews
Approval of milestones and deliverables
Provision of necessary resources and access

Delays Caused by Client:

Timeline extends by period of client delay
We are not liable for delays outside our control
Prolonged delays may result in project pausing

8.3 Acceptance and Approval

Milestone Approval:

Client reviews deliverables at agreed milestones
Feedback provided within specified timeframe (typically 5-7 business days)
Approval required before proceeding to next phase

Final Acceptance:

Client tests final deliverables
Acceptance period typically 14 days
Issues reported within acceptance period addressed
Acceptance deemed given if no response within period

8.4 Support and Maintenance

Post-Launch Support:

Typically includes:

Bug fix period (30-90 days after launch)
Technical support for deployed solution
Documentation and training materials

Ongoing Maintenance:

Available as separate service agreement
Monthly retainer or per-incident billing
Includes updates, patches, and technical support

Out of Scope:

New feature development (requires new agreement)
Significant redesigns or rewrites
Issues caused by client modifications
Third-party service problems

8.5 Service Limitations

We Are Not Responsible For:

Client's business decisions or strategy
Results or outcomes of using our deliverables
Third-party integrations or services
Client's content or data
Changes to platforms or technologies after delivery
Client's compliance with industry regulations

9. Products and Software

9.1 Product Licensing

Products We Offer:

Each product has its own terms:

AichoPaicho: See AichoPaicho Terms of Service
Vehicle Crash Detection System: See product documentation
Other products: Specific terms provided with product

General License Terms:

License, not sale of software
Personal or commercial use as specified
Limited, non-exclusive, non-transferable
Revocable for Terms violations

9.2 Product Updates

Software Updates:

Bug fixes provided at no charge
Security patches released as needed
Feature updates at our discretion
May require update to continue use

Hardware Products:

Firmware updates provided via app/portal
Hardware warranty per product terms
Replacement parts availability varies

9.3 Product Support

Technical Support:

Email support for all products
Response within 48 hours (business days)
Community forums (if available)
Documentation and FAQs online

Premium Support:

Available for enterprise clients
Faster response times
Phone/video support
Dedicated support representative

9.4 Product Warranties

Software Products:

Warranted to substantially perform as described
30-day defect remedy period
Refund if defect cannot be fixed (pro-rata for subscriptions)

Hardware Products:

1-year manufacturer warranty against defects
Does not cover misuse or damage
Repair or replacement at our discretion
Return shipping costs may apply

10. Warranties and Disclaimers

10.1 Professional Services Warranty

Limited Warranty:

We warrant that:

Services will be performed in professional manner
Work will substantially conform to agreed specifications
We have rights to perform the services
Final deliverables will not infringe third-party IP rights

Remedy:

If breach of warranty, we will re-perform services
If re-performance not possible, refund of fees paid
This is your sole remedy for breach of warranty

Warranty Period:

90 days after final delivery for defects
Does not cover client modifications or misuse
Does not cover changes in client requirements

10.2 Disclaimer of Other Warranties

EXCEPT AS EXPRESSLY PROVIDED ABOVE:

SERVICES AND PRODUCTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

Warranties of merchantability
Fitness for a particular purpose
Non-infringement
Accuracy, reliability, or completeness
Uninterrupted or error-free operation
Defects will be corrected
Security or freedom from viruses

10.3 No Guarantee of Results

We Do Not Warrant That:

Our services will meet all your requirements
Your business objectives will be achieved
Deliverables will generate specific revenue or results
Third-party services will remain available
Technology platforms will not change
Websites/apps will achieve specific traffic or rankings

Your Responsibility:

Evaluate whether services meet your needs
Test deliverables in your environment
Make informed business decisions
Maintain backups and redundancy

10.4 Third-Party Components

Third-Party Software/Services:

We do not warrant third-party components
Subject to their own terms and warranties
We are not liable for third-party failures
Updates may affect functionality

11. Limitation of Liability

11.1 Types of Damages Excluded

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NYXIGALE SHALL NOT BE LIABLE FOR:

Indirect and Consequential Damages:

Loss of profits, revenue, or business opportunities
Loss of data or information
Loss of goodwill or reputation
Business interruption or downtime
Cost of substitute services or products
Failure to realize expected savings

Incidental Damages:

Additional costs incurred
Expenses resulting from service issues

Punitive or Exemplary Damages:

Damages intended to punish

These Exclusions Apply Even If:

We were advised of possibility of damages
Remedy fails of essential purpose
Caused by negligence (to extent permitted by law)

11.2 Maximum Liability Cap

TOTAL LIABILITY LIMITATION:

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR SERVICES SHALL NOT EXCEED THE GREATER OF:

Total fees paid to us in the 12 months preceding the claim, OR
$5,000 USD

This Cap Applies To:

All claims collectively, not per claim
Claims in contract, tort, or any legal theory
All damages, losses, and causes of action

11.3 Exceptions to Limitations

These Limitations Do Not Apply To:

Our gross negligence or willful misconduct
Personal injury or death caused by our negligence
Fraud or fraudulent misrepresentation
Our indemnification obligations (Section 12)
Violations of intellectual property rights
Claims that cannot be limited under applicable law

11.4 Essential Purpose

If any limitation is found invalid:

Remaining limitations remain in effect
Invalid limitation replaced with closest valid alternative
These limitations are fundamental to our agreement

11.5 Allocation of Risk

These limitations reflect:

Allocation of risk between parties
The fees charged for services
Industry-standard terms for similar services

Without these limitations:

Services would cost significantly more
We could not offer services at current pricing

12. Indemnification

12.1 Your Indemnification of Us

You Agree to Indemnify Us:

You will defend, indemnify, and hold harmless NyxiGale, its officers, directors, employees, agents, and contractors from any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising from or related to:

Your Use of Services:

Violation of these Terms
Misuse of our services or products
Your negligent or wrongful conduct

Your Content and Materials:

Content you provide or submit
Materials you ask us to use in projects
Infringement of third-party intellectual property rights
Violation of third-party rights (privacy, publicity, etc.)

Your Business Activities:

How you use deliverables we provide
Your business decisions and operations
Your relationships with your customers or users
Regulatory compliance in your industry

Breach of Representations:

False or misleading information provided
Lack of authority to enter agreement
Violation of laws or regulations

12.2 Our Indemnification of You

We Agree to Indemnify You:

We will defend, indemnify, and hold you harmless from claims that:

Our Deliverables Infringe IP Rights:

Final deliverables infringe valid patent, copyright, or trademark
Limited to original work we created for you
Excludes client-provided materials or specifications
Excludes modifications you make after delivery

Our Exclusive Remedy:

If infringement claim arises, we may at our option:

Obtain right for you to continue using deliverable
Modify deliverable to be non-infringing
Replace deliverable with non-infringing alternative
Refund fees paid (and you stop using deliverable)

Exclusions from IP Indemnity:

We are not liable for infringement caused by:

Your modifications to deliverables
Your combination with other products
Use in manner not contemplated in agreement
Continued use after we notify you of infringement
Use of superseded versions after update provided

12.3 Indemnification Procedures

Notice Requirement:

Indemnified party must promptly notify indemnifying party
Delay in notice may reduce indemnification obligation

Control of Defense:

Indemnifying party controls defense and settlement
Indemnified party may participate at own expense
No settlement without indemnified party's consent (not unreasonably withheld)

Cooperation:

Parties will reasonably cooperate in defense
Provide necessary information and assistance
Allow access to relevant personnel and documents

13. Confidentiality

13.1 Definition of Confidential Information

Confidential Information includes:

Business Information:

Business plans and strategies
Financial information
Customer lists and data
Marketing plans and pricing
Product roadmaps and plans

Technical Information:

Source code and algorithms
Technical documentation
System architecture and designs
Trade secrets and know-how
Research and development

Project Information:

Project specifications and requirements
Proprietary data and content
Communications marked as confidential

13.2 Confidentiality Obligations

Both Parties Agree To:

Maintain confidentiality of Confidential Information
Use Confidential Information only for permitted purposes
Protect with same care as own confidential information (minimum reasonable care)
Not disclose to third parties without written consent

Exceptions - Disclosure Permitted:

May disclose Confidential Information:

To employees, contractors with need to know (under confidentiality obligation)
As required by law or court order (with notice if possible)
To professional advisors (lawyers, accountants) under confidentiality duty

13.3 Exclusions from Confidentiality

Not Confidential:

Information that:

Was publicly known before disclosure
Becomes publicly known through no breach by receiving party
Was independently developed without use of Confidential Information
Was rightfully received from third party without confidentiality restriction
Is disclosed with prior written consent

13.4 Return or Destruction

Upon Request or Termination:

Return or destroy Confidential Information
Certify destruction if requested
May retain copies required by law or regulation
May retain copies in backup systems (subject to confidentiality obligations)

13.5 Duration

Confidentiality obligations last:

During term of relationship
For 3 years after termination or last disclosure
Indefinitely for trade secrets
As long as required by applicable law

14. Privacy

14.1 Privacy Policy Incorporation

Our Privacy Policy is incorporated into these Terms by reference. By using our services, you also agree to our Privacy Policy.

14.2 Data Processing

Personal Data:

When we process personal data on your behalf (as processor):

We process only per your instructions
We implement appropriate security measures
We assist with data subject requests
We may require Data Processing Agreement for GDPR/CCPA compliance

Your Data Responsibilities:

As client or user, you are responsible for:

Lawful collection and use of data
Obtaining necessary consents
Providing privacy notices to your users
Complying with applicable privacy laws

14.3 Analytics and Cookies

We Use:

Analytics to understand website usage
Cookies for functionality and analytics
See Cookie Policy for details
You can control cookies in browser settings

15. Third-Party Services and Links

15.1 Third-Party Services in Our Work

We May Use:

Cloud hosting providers (AWS, DigitalOcean, etc.)
Third-party APIs and services
Payment processors
Analytics and monitoring tools
Communication platforms

Your Responsibility:

Review third-party terms before we integrate
Maintain accounts with third-party services
Pay third-party fees directly (unless part of our service)
Comply with third-party terms of service

15.2 Links to Third-Party Websites

Our Website May Contain:

Links to external websites
Third-party resources and tools
Partner websites

Disclaimer:

We do not control third-party websites
We are not responsible for their content or practices
Linking does not imply endorsement
Review their terms and privacy policies

15.3 Third-Party Content

User-Generated Content:

We may display content from users or third parties
We do not endorse or guarantee accuracy
Content represents views of authors, not NyxiGale
Report inappropriate content to us

16. Termination

16.1 Termination by You

How to Terminate:

Stop using our website and services
Cancel subscriptions through account settings
Request account deletion
For active projects: Provide written termination notice per contract

Effect of Your Termination:

Obligation to pay for services rendered
Right to deliverables completed to date (if paid for)
Project materials returned or destroyed
Access to services and portals revoked

16.2 Termination by Us

We May Terminate:

For Cause:

Material breach of these Terms
Non-payment after grace period
Illegal or abusive use of services
Violation of intellectual property rights
Conduct harmful to NyxiGale or others

Without Cause:

We may discontinue services with 30 days notice
Existing projects completed or refunded
No liability for termination without cause

Immediate Termination:

For serious violations (hacking, fraud, etc.)
For legal or regulatory reasons
To prevent harm to systems or others

16.3 Effect of Termination

Upon Termination:

Your Obligations:

Pay all outstanding fees
Return or destroy Confidential Information
Stop using our intellectual property
Remove any integration or use of our services

Our Obligations:

Deliver completed work (if paid for)
Return client materials
Maintain confidentiality obligations

Surviving Provisions:

Payment obligations
Intellectual property rights
Confidentiality
Warranties and disclaimers
Limitation of liability
Indemnification
Dispute resolution
Governing law

16.4 Data After Termination

Your Data:

Export data before termination
We may delete data 30 days after termination
Backups purged per retention schedule
No obligation to retain data after termination

17. Dispute Resolution

17.1 Informal Resolution

Before Filing Claims:

Contact us to resolve disputes informally
Email: [email protected]
Provide detailed description of issue
Allow 30 days for informal resolution attempt
Good faith effort to resolve required

Benefits of Informal Resolution:

Faster resolution
Lower costs
Preserve business relationship
Mutually beneficial outcomes

17.2 Arbitration Agreement

Agreement to Arbitrate:

If informal resolution fails, you and NyxiGale agree that disputes will be resolved through binding arbitration rather than in court, EXCEPT:

Small claims court (if claims qualify)
Intellectual property disputes (may seek injunctive relief)
Claims for injunctive or equitable relief

Arbitration Procedures:

Administered by recognized arbitration body
Conducted in Kathmandu, Nepal (or mutually agreed location)
One arbitrator mutually selected (or per arbitration rules)
Arbitrator's decision is final and binding
Judgment on award may be entered in any court

Arbitration Costs:

Each party bears own attorneys' fees
Arbitration fees split equally (unless arbitrator decides otherwise)
For claims under $10,000: We pay arbitration fees if you prevail

17.3 Class Action Waiver

IMPORTANT - PLEASE READ CAREFULLY:

YOU AND NYXIGALE AGREE THAT:

Each party may bring claims only in individual capacity
NOT as plaintiff or class member in any class, consolidated, or representative action
No class arbitrations or class actions are permitted
Arbitrator cannot consolidate claims of multiple parties

This Waiver Applies To:

Class actions in court
Class arbitrations
Private attorney general actions
Consolidated proceedings

If Class Action Waiver Invalid:

Arbitration agreement does not apply
Dispute must be litigated in court
Rest of Terms remain in effect

17.4 Exceptions to Arbitration

Not Subject to Arbitration:

Intellectual property infringement claims
Requests for injunctive relief
Claims in small claims court (within jurisdiction limits)
Government enforcement actions

17.5 Opt-Out of Arbitration

You May Opt Out:

Must send written notice within 30 days of accepting these Terms
Email to: [email protected]
Subject: "Arbitration Opt-Out"
Include name, contact info, date of acceptance
If opt out, disputes go to court (with class action waiver still applying)

18. Governing Law

18.1 Applicable Law

These Terms are governed by:

Laws of Nepal
Without regard to conflict of law principles
Federal laws of Nepal where applicable

International Clients:

Nepal law applies regardless of your location
By using our services, you consent to Nepal law

18.2 Jurisdiction and Venue

Court Jurisdiction:

If arbitration does not apply, you agree:

Exclusive jurisdiction of courts in Kathmandu, Nepal
Consent to personal jurisdiction in Kathmandu courts
Waive objections to venue or forum non conveniens

18.3 Export Control

Compliance with Export Laws:

Services and products subject to export control laws
You may not export or re-export in violation of laws
Comply with all applicable export regulations
No use in embargoed countries or by prohibited persons

19. Changes to Terms

19.1 Right to Modify

We May Update These Terms:

To reflect changes in our services
For legal or regulatory compliance
To clarify or improve terms
For business operational reasons

19.2 Notification of Changes

How We Notify You:

For Minor Changes:

Update "Last Updated" date
Post updated Terms on website

For Material Changes:

Email notification (if we have your email)
Prominent notice on website
Notice in client portal
Reasonable advance notice before effective date

19.3 Acceptance of Changes

Continued Use = Acceptance:

Continued use after effective date means acceptance
If you don't agree, stop using services
Existing project contracts not affected (unless mutually agreed)

Active Projects:

Original terms apply to projects in progress
New projects subject to updated Terms
Material changes discussed with clients

19.4 Version History

Previous Versions:

Available upon request
Specify date of version needed
Contact: [email protected]

20. General Provisions

20.1 Entire Agreement

Complete Agreement:

These Terms, together with:

Privacy Policy
Specific project agreements
Product-specific terms

Constitute the entire agreement between you and NyxiGale regarding services.

Supersedes:

Prior agreements or understandings
Oral representations
Marketing materials (unless incorporated into agreement)

20.2 Severability

If Provision Invalid:

Invalid provision is severed
Remaining provisions remain in effect
Invalid provision replaced with valid provision achieving similar purpose (to extent possible)

20.3 Waiver

No Waiver by Delay:

Failure to enforce provision is not waiver
Waiver of one breach is not waiver of other breaches
Waivers must be in writing

20.4 Assignment

Your Assignment:

You may not assign these Terms without our written consent
Any attempted assignment is void

Our Assignment:

We may assign to affiliates or successors
We may subcontract work (remain responsible for performance)
Notice provided for material assignments

20.5 Force Majeure

Excused Performance:

Neither party liable for failure to perform due to:

Acts of God (earthquakes, floods, etc.)
War, terrorism, riots
Government actions or regulations
Strikes or labor disputes
Pandemics or health emergencies
Internet or telecommunications failures
Power outages
Other events beyond reasonable control

Obligations During Force Majeure:

Notify other party promptly
Use reasonable efforts to overcome event
Resume performance when possible

20.6 Independent Contractors

Relationship:

We are independent contractors
No partnership, joint venture, or employment
No agency relationship created
Neither party can bind the other

20.7 No Third-Party Beneficiaries

Only Parties Have Rights:

These Terms are between you and NyxiGale only
No third-party beneficiaries
No rights created for others

20.8 Notices

How to Send Notices:

To NyxiGale:

Email: [email protected]
Mail: NyxiGale Pvt. Ltd., Kathmandu, Bagmati Province, Nepal

To You:

Email address you provided
Physical address if provided

Effective When:

Email: Upon sending (if confirmation received)
Mail: 5 business days after mailing

20.9 Language

English Version Controls:

These Terms are in English
Translations provided for convenience only
English version governs in case of conflict

20.10 Headings

Headings for Reference:

Section headings are for convenience only
Do not affect interpretation of Terms

21. Contact Information

21.1 General Inquiries

NyxiGale Pvt. Ltd.
Kathmandu, Bagmati Province, Nepal

Email: [email protected]
Website: www.nyxigale.com

21.2 Specific Departments

Sales & New Projects:
Email: [email protected]

Legal & Compliance:
Email: [email protected]

Privacy Matters:
Email: [email protected]

Technical Support:
Email: [email protected]

Careers:
Email: [email protected]

21.3 Response Times

We Aim To Respond:

General inquiries: Within 48 hours
Support requests: Within 24-48 hours (business days)
Legal matters: Within 5 business days
Urgent issues: Within 24 hours (contact by phone if urgent)

Acknowledgment and Acceptance

BY USING NYXIGALE'S SERVICES, YOU ACKNOWLEDGE THAT:

✓ You have read and understood these Terms of Service in their entirety
✓ You agree to be bound by these Terms
✓ You understand the dispute resolution and arbitration provisions
✓ You understand the limitations on liability
✓ You have authority to enter into this agreement
✓ You will comply with all applicable laws and regulations
✓ You accept the terms of our Privacy Policy
✓ You understand these Terms may be updated and you will review them periodically

Thank you for choosing NyxiGale. We look forward to working with you.

Document Version: 1.0
Effective Date: February 15, 2026
Last Updated: February 15, 2026

For questions about these Terms, contact us at [email protected]

NyxiGale Pvt. Ltd. | Code the Storm