Terms of Service

1. Services Covered

These Terms apply to all Malya offerings, including:

• Data Infrastructure — Built or managed. Migration off Excel and legacy SQL onto Databricks lakehouses; ingestion from P6, Bluebeam, Aconex, BIM 360, and your ERP; Unity Catalog governance; Bronze → Silver → Gold curation
• AI Agents for the Jobsite — Primavera P6 natural-language interface, document control automation (RFIs, submittals, transmittals), project knowledge AI (RAG over project archives), and custom agents across engineering, safety, quality, and quantity surveying
• Project Intelligence (Analytics & ML) — Schedule risk and cost overrun forecasting, safety leading indicators, productivity analytics, and production-grade MLOps
• Portfolio Visibility (BI) — Power BI deployments, project P&L dashboards, KPI frameworks, and owner / client portals
• Malya Voice — Voice AI Agents — Packaged AI phone-answering for inbound emergency capture, outbound on-call crew dispatch, sub coordination, and 24/7 safety reporting hotlines

Project-based and retainer engagements are also governed by an executed Statement of Work (SOW) or Master Services Agreement (MSA). In the event of a conflict, the SOW or MSA controls.

2. Account Registration and Eligibility

• You must be at least 18 years old and authorized to enter contracts on behalf of your organization.
• You are responsible for maintaining the security of your account credentials and for all activity under your account.
• You must provide accurate, current, and complete information during registration and keep it updated.
• You may not share account credentials or create accounts for the purpose of circumventing usage limits.

3. Payment Terms

3.1 Subscription Services (Malya Voice)

• Subscriptions are billed monthly in advance.
• Payments are processed securely via Stripe. By subscribing, you authorize Malya to charge your payment method on a recurring basis.
• You may upgrade, downgrade, or cancel your subscription at any time from your dashboard. Cancellations take effect at the end of the current billing period — no partial refunds are issued for unused time.
• If payment fails, we will retry up to three times before suspending your account.

3.2 Project-Based and Retainer Engagements

• Payment terms are specified in your SOW or engagement letter (typically 50% upfront, 50% on delivery, or net-30 for retainer invoices).
• Invoices not paid within 30 days of the due date accrue interest at 1.5% per month (18% per annum).
• Malya reserves the right to suspend project work for invoices more than 15 days overdue.
• All fees are in US Dollars and are non-refundable unless otherwise specified in the SOW.

3.3 Taxes

Prices do not include applicable taxes. You are responsible for all taxes associated with your purchases, except for taxes based on Malya's net income.

4. Acceptable Use

You agree not to use Malya services to:

• Violate any applicable law, regulation, or third-party rights
• Make or facilitate unsolicited commercial calls (spam, robocalls) in violation of the TCPA or CAN-SPAM Act
• Impersonate a human agent to deceive callers in a harmful or illegal manner
• Transmit malicious code, conduct denial-of-service attacks, or attempt to gain unauthorized access
• Collect or harvest personal data without proper notice and consent
• Engage in harassment, discrimination, or abusive conduct
• Reverse-engineer, decompile, or attempt to extract source code from our platform

See our Acceptable Use Policy for the full list of prohibited uses. Malya reserves the right to suspend or terminate accounts that violate these terms.

5. Intellectual Property

5.1 Malya's IP

All software, platform code, AI models (pre-existing), designs, trademarks, and documentation created by Malya remain the sole property of Malya LLC. We grant you a limited, non-exclusive, non-transferable license to access and use our services for your internal business purposes during your subscription or engagement.

5.2 Client-Owned Deliverables

For project-based engagements, custom deliverables (data models, dashboards, AI agents, analytics pipelines) developed specifically for you are assigned to you upon receipt of full payment, as specified in your SOW. Malya retains the right to use general methodologies, frameworks, and know-how for other engagements.

5.3 Your Data

You retain all ownership rights to your data. You grant Malya a limited license to process your data solely to deliver the services you've contracted for. We will not use your data for any other purpose without your explicit consent.

6. Confidentiality

Each party agrees to hold the other's Confidential Information in strict confidence and not to disclose it to third parties without prior written consent. "Confidential Information" includes business plans, technical specifications, client data, pricing, and any information marked confidential. This obligation survives termination of the engagement for a period of 3 years. Publicly available information or information independently developed is excluded.

7. Disclaimers and Limitation of Liability

7.1 No Warranty — AI Outputs Are Decision Support Only

OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

Malya does not warrant that services will be uninterrupted, error-free, or that AI outputs will be accurate, complete, or appropriate for any specific decision. AI agents, predictive models, analytics, and dashboards may contain errors, omissions, or hallucinated outputs.

You must independently verify any AI-generated output before relying on it for any safety-, cost-, schedule-, contract-, or compliance-critical decision. AI outputs supplement — not replace — qualified professional judgment.

7.2 Professional Services Disclaimer (Engineering, Safety, and Licensed Practice)

Malya is a software, data, and AI services firm. Malya does NOT provide professional engineering, licensed safety, legal, accounting, or any other professional services that require a license, certification, or stamp under applicable law.

Output from Malya AI agents and analytics related to engineering coordination, drawing review, spec compliance, BIM clash detection, structural decisions, MEP analysis, or any other engineering subject matter is provided as decision-support information only. Nothing in Malya's services constitutes the practice of engineering under the Texas Engineering Practice Act (Texas Occupations Code Chapter 1001), and Malya does not hold a Certificate of Authorization to offer engineering services. All engineering decisions and any work product requiring a professional engineering stamp must be reviewed, approved, and sealed by a licensed Professional Engineer (P.E.) qualified in the applicable jurisdiction.

Output from Malya AI agents and analytics related to safety planning, OSHA compliance, hazard analysis, incident investigation, toolbox-talk content, leading indicators, or any other safety subject matter is provided as decision-support information only. Malya does not replace your obligation to maintain OSHA- compliant safety programs, conduct required training, retain qualified safety professionals (CSP, CHST, or equivalent), or follow your company's Site-Specific Safety Plans. All safety decisions remain the responsibility of qualified safety personnel and the project's employer of record.

7.3 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MALYA LLC'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO MALYA UNDER THE APPLICABLE SUBSCRIPTION OR STATEMENT OF WORK IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL MALYA BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, PROJECT DELAY DAMAGES, COST OF SUBSTITUTE SERVICES, OR DAMAGES ARISING FROM RELIANCE ON AI OUTPUTS, EVEN IF MALYA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. Indemnification

You agree to indemnify, defend, and hold harmless Malya LLC and its officers, directors, employees, and contractors from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from: (a) your use of the services; (b) your violation of these Terms; (c) your data or content; or (d) your violation of any third-party rights.

9. Termination

• Either party may terminate a subscription with 30 days' notice.
• Malya may suspend or terminate your account immediately for material breach of these Terms, non-payment, or conduct that poses a risk to Malya or other users.
• Upon termination, your license to use the platform ends. We will provide you 30 days to export your data before deletion, unless termination is for cause.
• Sections that by their nature should survive (IP, confidentiality, limitation of liability, governing law) will survive termination.

10. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Texas, without regard to its conflict-of-law provisions.

Informal Resolution: Before initiating legal proceedings, you agree to contact us at service@malya.io and allow 30 days for good-faith resolution.

Arbitration: Any unresolved dispute shall be settled by binding arbitration under the American Arbitration Association (AAA) Commercial Arbitration Rules, in Houston, Texas. The arbitrator's decision is final and may be entered as a judgment in any court of competent jurisdiction. Class action lawsuits and class-wide arbitration are waived to the extent permitted by law.

11. Changes to Terms

We may modify these Terms at any time. We will provide at least 14 days' notice via email or a prominent notice on our website for material changes. Your continued use of the services after the notice period constitutes acceptance of the revised Terms.

12. Contact