Terms and Conditions

1. Nature of the Agreement and Corporate Binding

This document establishes a binding agreement between you, your corporation, or represented entity (hereinafter, the "Client") and DayronLabs (hereinafter, "The Agency" or "DayronLabs"). This agreement governs the provision, audit, development, and maintenance of all our services: High-concurrency Bare-Metal Architecture, Full-Stack Enterprise Development (Next.js), E-commerce platforms, API and payment integrations, and corporate moderation Bots.

The request for technical audits, the issuance of payments, or the use of our managed infrastructure constitutes the absolute, unconditional, and irrevocable acceptance of all the clauses stipulated herein, without the possibility of retraction alleging ignorance.

2. Extreme Limitation of Liability and Disclaimer of Warranties

DayronLabs executes software and infrastructure deployment under the highest engineering standards (SLA). However, services are provided on an "as-is" and "as-available" basis. Unless expressly stipulated in a separate Service Level Agreement (SLA) contract:

• Mitigation of Damages: DayronLabs absolutely and categorically declines all civil, criminal, administrative, or corporate liability for data loss, loss of profits, business operation interruptions, or reputational damage derived from Bare-Metal infrastructure outages, massive DDoS attacks, zero-day vulnerabilities, or uncontrollable catastrophic hardware failures.
• Third-Party Dependencies: We do not guarantee nor assume any liability for failures, latencies, or suspensions originating in third-party APIs (e.g. cloud provider outages, gateway blockages in Stripe, or Rate Limit restrictions in the Discord API).
• Backup Obligation: The Client assumes the non-delegable and non-negotiable obligation to maintain redundant and independent backups of all their confidential information and transactional databases, unless explicitly acquiring a Disaster Recovery package managed by DayronLabs.

3. Service Level Agreements (SLA) and Force Majeure

Response times and uptime guarantees will be strictly subject to the terms agreed upon in the specific project contract. In the absence of such a contract, no default SLA guarantee will be granted.

Force Majeure: DayronLabs shall be fully exempt from any failure or delay in the execution of services if such failure results from conditions beyond our reasonable control, including but not limited to: natural disasters, acts of war, terrorism, pandemics, strikes, massive failures in the Internet backbone (Tier 1 ISP outages), or restrictive governmental regulations.

4. Strict Retention of Intellectual Property

DayronLabs applies a zero-tolerance policy regarding the appropriation of digital assets. Absolute ownership and intellectual property rights over the codebase, proprietary algorithms, database architecture, and bots and integrations developed remain solely and exclusively the property of DayronLabs.

Transfer of Rights: The transfer of the commercial use license (or intellectual property, if so agreed) is strictly conditional upon the total, confirmed, and undisputed settlement of 100% of the issued invoices. The Client is strictly prohibited from:

• Deploying, cloning, sublicensing, or commercializing the code or infrastructure prior to final settlement.
• Using our Discord Bots or integrations on third-party servers without express authorization.
• Engaging in reverse engineering on the compiled solutions delivered in production environments.

5. Payments, Default, and Unilateral Termination

Due to the high consumption of engineering resources (man-hours) and the occupation of server clusters, fees paid for project initiation or retainers are strictly non-refundable.

• Immediate Suspension for Non-Payment: Any delay exceeding 72 hours in the payment of recurring invoices (hosting, maintenance, software licenses) will empower DayronLabs to execute the automatic, unilateral, and immediate suspension of all associated services. This includes shutting down Bare-Metal servers, deactivating E-commerce integrations, and halting operational Bots.
• Destruction of Assets: If the default extends beyond 30 calendar days, DayronLabs reserves the right to irretrievably purge the Client's databases and infrastructure, without this generating any right to compensation or legal claim.

6. Total Corporate Indemnity

The Client agrees to defend, indemnify, and hold completely harmless DayronLabs, its owner, and its associated engineers against any legal action, lawsuit, third-party fine, or legal costs arising as a direct result of the misuse of our platforms, violations of international laws by the Client (including money laundering in E-commerce or violations of Discord's Terms of Service), or the distribution of illicit content.

7. Exclusive Jurisdiction and Governing Law

The governing law and competent jurisdiction for the interpretation, performance, and enforcement of each engagement are expressly set out in the service agreement or Statement of Work (SOW) signed between the Client and DayronLabs. In the event of any dispute, the parties agree to first seek an amicable resolution through [email protected] before resorting to legal proceedings.