Terms of Service

1. Acceptance of Terms

By accessing or using the Hydara website located at https://www.hydara.hair, including all subdomains, related services, and content (collectively, the Site), and by purchasing or using any consulting, design, integration, or managed services offered by Hydara Holdings LLC (collectively, the Services), you acknowledge that you have read, understood, and agree to be bound by these Terms of Service and our Privacy Policy, which is incorporated by reference into these terms. If you are entering into this agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these terms. If you do not agree to all of the terms and conditions set forth herein, you must not access the Site or use the Services.

We reserve the right to modify these Terms of Service at any time at our sole discretion. Any changes will be effective immediately upon posting the updated terms on the Site. Your continued use of the Site or Services after any such modifications constitutes your acceptance of the revised terms. It is your responsibility to review these Terms of Service periodically for updates.

2. Services Description

Hydara Holdings LLC provides computer systems design and integration services within the Professional, Scientific, and Technical Services sector. Our service offerings include but are not limited to systems architecture consulting, cloud infrastructure design and engineering, enterprise network topology planning, security architecture assessments, performance engineering and capacity planning, managed IT operations, and related professional services.

All Services are provided subject to the terms of a separate written agreement, statement of work, or service order executed between Hydara Holdings LLC and the client. These Terms of Service govern your use of the Site and establish the general framework for your relationship with Hydara. In the event of any conflict between these Terms of Service and a separately executed service agreement, the terms of the separately executed service agreement shall control with respect to the specific Services described therein.

3. Client Obligations and Responsibilities

When engaging our Services, you agree to provide accurate, complete, and current information as reasonably requested by Hydara to facilitate the delivery of Services. This includes providing timely access to systems, personnel, facilities, and documentation necessary for Hydara to perform its obligations under any engagement. You acknowledge that delays in providing such access or information may impact project timelines and deliverables, and Hydara shall not be responsible for delays or failures attributable to your failure to meet these obligations.

You are responsible for maintaining the confidentiality of any account credentials, API keys, or access tokens associated with the Site or Services. You agree to notify Hydara immediately of any unauthorized access to or use of your accounts. You also agree not to use the Site or Services for any unlawful purpose or in violation of any applicable local, state, national, or international law or regulation.

4. Intellectual Property Rights

4.1 Our Intellectual Property

The Site and its entire contents, features, and functionality, including but not limited to all information, software, text, graphics, logos, icons, images, audio clips, video clips, data compilations, page layout, design elements, and the selection and arrangement thereof (collectively, Site Content), are owned by Hydara Holdings LLC, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. The Hydara name, the Hydara logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Hydara Holdings LLC. You must not use such marks without our prior written permission.

4.2 Deliverables and Work Product

Unless otherwise expressly agreed in a written statement of work, all deliverables, designs, architecture documents, code, configurations, reports, diagrams, specifications, methodologies, tools, frameworks, and other work product created by Hydara in the course of providing Services (collectively, Deliverables) shall remain the intellectual property of Hydara Holdings LLC. Upon full payment of all fees owed for the applicable engagement, Hydara grants you a non-exclusive, non-transferable, perpetual license to use the Deliverables solely for your internal business purposes. Hydara retains all right, title, and interest in its pre-existing intellectual property, tools, methodologies, and know-how incorporated into the Deliverables.

4.3 Client Materials

You retain all right, title, and interest in and to any materials, data, and information that you provide to Hydara in connection with the Services (Client Materials). You grant Hydara a limited, non-exclusive license to use, reproduce, and modify the Client Materials solely as necessary to perform the Services and to fulfill its obligations under the applicable service agreement.

5. Confidentiality

In the course of providing Services, each party may receive or have access to confidential information of the other party. Confidential Information means any non-public information disclosed by one party (the Disclosing Party) to the other party (the Receiving Party), whether in written, oral, electronic, or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes but is not limited to business plans, financial information, technical data, trade secrets, customer lists, system architectures, security configurations, and proprietary methodologies.

The Receiving Party agrees to protect the Disclosing Party's Confidential Information using the same degree of care that it uses to protect its own confidential information of like nature, but in no event less than reasonable care. The Receiving Party shall not disclose Confidential Information to any third party without the Disclosing Party's prior written consent, except to its employees, contractors, and agents who need to know such information to fulfill the purposes of the engagement and who are bound by confidentiality obligations at least as protective as those set forth herein. These confidentiality obligations shall survive the termination of any service agreement for a period of three years, or indefinitely with respect to trade secrets.

6. Fees and Payment

Fees for Services shall be set forth in the applicable statement of work, service order, or proposal accepted by the client. Unless otherwise specified, fees are quoted and payable in United States Dollars. Payment terms, including invoicing schedule, due dates, and accepted payment methods, shall be specified in the applicable service agreement. All fees are exclusive of applicable taxes, which shall be the responsibility of the client.

Late payments may be subject to interest at the rate of 1.5% per month, or the maximum rate permitted by applicable law, whichever is lower. Hydara reserves the right to suspend or terminate Services if payment is not received when due and remains unpaid for more than fifteen days following written notice of non-payment. You shall reimburse Hydara for all reasonable costs, including legal fees, incurred in collecting past-due amounts.

7. Limitation of Liability

To the fullest extent permitted by applicable law, in no event shall Hydara Holdings LLC, its affiliates, officers, directors, employees, agents, suppliers, or licensors be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, revenue, goodwill, use, data, or other intangible losses, whether based on warranty, contract, tort (including negligence), statute, or any other legal theory, arising out of or in connection with your use of the Site or Services, or these Terms of Service, even if Hydara has been advised of the possibility of such damages.

Notwithstanding anything to the contrary contained herein, the aggregate liability of Hydara Holdings LLC for any claims arising out of or relating to these Terms of Service or the Services, whether in contract, tort, or otherwise, shall not exceed the total amount of fees actually paid by you to Hydara for the specific Services giving rise to the claim during the twelve-month period immediately preceding the event giving rise to the claim. The limitations of liability set forth in this section shall apply to the maximum extent permitted by applicable law and shall survive any termination or expiration of these Terms of Service.

8. Disclaimer of Warranties

The Site and all Services are provided on an as-is and as-available basis, without any representations or warranties of any kind, either express or implied. To the fullest extent permitted by applicable law, Hydara Holdings LLC expressly disclaims all warranties, express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing, course of performance, or usage of trade.

Without limiting the foregoing, Hydara does not warrant that the Site will be uninterrupted, error-free, secure, or free from viruses or other harmful components, or that any defects or errors will be corrected. Hydara does not warrant that the results that may be obtained from the use of the Services will be accurate, complete, or reliable. You acknowledge that computer systems design and integration involves inherent risks and uncertainties, and Hydara does not guarantee any specific business outcomes, performance improvements, cost savings, or other results from the use of its Services.

9. Indemnification

You agree to defend, indemnify, and hold harmless Hydara Holdings LLC and its affiliates, officers, directors, employees, agents, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to your use of the Site or Services, your breach of these Terms of Service, your violation of any applicable law or regulation, your infringement or misappropriation of any intellectual property or other rights of a third party, or your gross negligence or willful misconduct.

Hydara shall promptly notify you of any claim for which it seeks indemnification and shall cooperate with you in the defense of such claim at your expense. You shall have sole control over the defense and settlement of any such claim, provided that you shall not settle any claim that admits liability on the part of Hydara or imposes any obligation on Hydara without Hydara's prior written consent.

10. Term and Termination

These Terms of Service shall remain in full force and effect while you use the Site or receive Services from Hydara Holdings LLC. Hydara reserves the right to suspend or terminate your access to the Site or Services at any time, with or without cause, and with or without prior notice. Upon termination, all rights granted to you under these Terms of Service shall immediately cease, and you must cease all use of the Site and any Deliverables not licensed to you under a separate agreement.

Provisions of these Terms of Service that by their nature should survive termination shall survive, including but not limited to provisions concerning intellectual property, confidentiality, limitation of liability, disclaimer of warranties, indemnification, and governing law. Termination shall not relieve you of the obligation to pay any fees accrued or payable to Hydara prior to the effective date of termination.

11. Governing Law and Dispute Resolution

These Terms of Service and any dispute arising out of or relating to them shall be governed by and construed in accordance with the laws of the State of Utah, United States, without giving effect to any conflict of laws principles that would result in the application of the laws of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms of Service.

Any controversy, claim, or dispute arising out of or relating to these Terms of Service, the breach thereof, or the Services provided hereunder shall first be attempted to be resolved through good-faith informal negotiations between the parties. If the dispute cannot be resolved through informal means within thirty days, either party may pursue resolution through binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Salt Lake County, Utah, before a single arbitrator mutually agreed upon by the parties. The arbitration award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and expenses of arbitration, and the parties shall share equally the fees and expenses of the arbitrator, unless the arbitrator awards otherwise.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual property or proprietary rights. For purposes of seeking such equitable relief, the parties consent to the exclusive personal jurisdiction and venue of the state and federal courts located in Salt Lake County, Utah.

12. Changes to These Terms

Hydara Holdings LLC reserves the right to modify or replace these Terms of Service at any time in its sole discretion. If we make material changes, we will provide notice through the Site or by other reasonable means at least thirty days before the changes take effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Site or Services after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you must stop using the Site and Services and terminate any ongoing engagements in accordance with the provisions set forth in the applicable service agreement.

13. General Provisions

13.1 Entire Agreement

These Terms of Service, together with our Privacy Policy and any separately executed service agreements or statements of work, constitute the entire agreement between you and Hydara Holdings LLC with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

13.2 Severability

If any provision of these Terms of Service is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable while preserving as closely as possible the original intent of the provision. The remaining provisions of these Terms of Service shall continue in full force and effect.

13.3 Waiver

No waiver by Hydara of any term or condition set forth in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Any failure of Hydara to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.

13.4 Assignment

You may not assign or transfer any of your rights or obligations under these Terms of Service without the prior written consent of Hydara Holdings LLC. Hydara may assign or transfer its rights and obligations under these Terms of Service without restriction, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

13.5 Force Majeure

Neither party shall be liable for any failure or delay in the performance of its obligations under these Terms of Service to the extent such failure or delay is caused by events beyond its reasonable control, including but not limited to acts of God, fire, flood, earthquake, pandemic, war, civil unrest, terrorism, labor strikes, internet or utility service disruptions, government orders, or any other similar cause beyond the reasonable control of the affected party.

13.6 Relationship of the Parties

Nothing in these Terms of Service shall be construed to create a partnership, joint venture, employment, or agency relationship between you and Hydara Holdings LLC. Each party is an independent contractor, and neither party has any authority to bind the other or to incur any obligation on the other's behalf without the other's prior written consent.

13.7 Third-Party Beneficiaries

Except as expressly provided herein, these Terms of Service are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.