Terms of Service

This Terms of Service agreement (the "TOS") is a binding contract between you, an individual user or Subscribing Entity defined below (collectively “you” or “User”) on whose behalf you are acting, and Naya Studio, Inc. (“Naya”, "us" or "we") governing your use of Naya services available through the Naya website (the "Website") and the Naya mobile application(s) (the “App(s)” and collectively with the Website, the “Platform”), where those services provided thereunder are the “Service”), as well as your access to and use of the Website and App. BY INSTALLING OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TOS. IF YOU DO NOT AGREE TO THE TOS, THEN YOU MAY NOT USE THE SERVICE.

To have a copy of the TOS and the Naya Privacy Policy (the "Privacy Policy") emailed to you, contact Naya via email at info@naya.studio.com.

1. Our Mission.

Naya’s mission is to revolutionize the way that individuals and companies (in each case, the “Client”) design, create, consume and satisfy their home and business product design needs.  To accomplish this goal, we have created the Platform to enable Clients to connect with technical designers, industrial designers, design researchers, engineers, fabricators, sustainability consultants and other professionals (each, a “Provider” and collectively, the “Providers”) for purposes of best and most effectively articulating and bringing to life their product design needs.  For purposes of this TOS, Clients and Providers are collectively referred to herein as “you”.

2.  General.

1. Client Agreement; Provider Agreement.  In order to sign up for the Service provided by Naya and to use our Platform as either a Client or Provider, you are required to sign a separate “Client Agreement” or “Provider Agreement”, as applicable.  Upon agreeing to “Sign Up” as a Client or Provider, you shall be prompted to review, acknowledged receipt of the Client Agreement or Provider Agreement, as applicable, and agree to the terms and conditions set forth therein.  The terms set forth in the Client Agreement or Provider Agreement, as applicable, shall be binding in respect of all project requests, projects and use of the Platform as a Client or Provider, as applicable.

2. Acceptance of Privacy Policy. Your use of the Platform and Service is subject to the Privacy Policy, which is available on our Platform and is hereby incorporated by reference into the TOS. By using the Platform and the Service provided thereunder you agree that you have read, understood, and agree to the data collection, use, and disclosure provisions set forth in the Privacy Policy.

3. Third Party Warranties and Returns. You may be subject to third party terms, such as Vendors’ warranties and return policies. You acknowledge and agree that you are solely responsible for all such fees incurred by you for use of the Service, and you agree to pay all such fees and abide by all such terms.

4. Changes to the TOS. We may revise the TOS at any time by posting an updated version to our Website and App. You should visit this page periodically to review the most current TOS, because you are bound by it. Your continued use of the Platform after a change to the TOS constitutes your binding acceptance of the TOS.

5. Eligibility. If you are using or opening an account on the Platform on behalf of a company, entity, or organization (each a "Subscribing Entity"), then you represent and warrant that you: (i) are an authorized representative of that Subscribing Entity with the authority to bind such entity to the TOS and (ii) agree on behalf of such Subscribing Entity to bind the Subscribing Entity to the TOS.

6. Children. No part of the Platform and Service provided thereunder is directed to persons under the age of 18. IF YOU ARE UNDER 18 YEARS OF AGE, PLEASE DO NOT USE OR ACCESS THE SERVICE AT ANY TIME OR IN ANY MANNER.

3. Scope of License to Users.

1. Confidentiality.  All Users hereby agree and acknowledge that they shall keep confidential all information made available on the Platform and to establish and maintain effective security measures to safeguard such confidential information from access or use by third parties.  All confidential information shall be used exclusively for purposes of exploring your product design needs, and you hereby agree not to copy or disclose such information other than to your personnel or affiliates on a need-to-know and confidential basis.

2. License Grant to You. The Platform is licensed, not sold, to you for use only under the terms of the TOS and your Client Agreement or Provider Agreement, as applicable. Subject to your complete and ongoing compliance with the terms and conditions of the TOS and Client Agreement or Provider Agreement, as applicable, Naya hereby grants you a personal, limited, revocable, non-transferable license to access and use the Platform, solely for your own use or for the use of the Subscribing Entity on whose behalf you are authorized to act to access and receive the Service.

3. License Limitations. You may not modify, alter, reproduce, or otherwise distribute the Platform or the contents made available thereon. You may not rent, lease, lend, sell, redistribute or sublicense the Service or Platform. You may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of any portion of the Platform, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law), nor attempt to disable or circumvent any security or other technological measure designed to protect the Service or Platform or any content available through the Service. If you breach these license restrictions, or otherwise exceed the scope of the licenses granted in the TOS, then you may be subject to prosecution and damages, as well as liability for infringement of intellectual property rights, and denial of access to the Service.  

4. Applicability to Updates. The terms of the TOS will govern any updates provided to you by Naya that replace and/or supplement the Platform, unless such upgrade is accompanied by a separate license or revised TOS, in which case the terms of that license or revised TOS will govern.

4. Registration and Eligibility.

1. Account Types and Registration. Anyone may browse the public-facing pages of the Website, and App, but to start to access the Service, you must register as a Client or Provider and complete an applicable Client Agreement or Provider Agreement.

2. User. To become a Client or Provider, you must provide your contact information and certain other background information as may reasonably be requested from Naya from time to time.  You may also provide us with additional Content, as defined in Section 5 herein.

3. Account Security. Your account is personal to you, and you may not share your account information with, or allow access to your account by, any third party. As you will be responsible for all activity that occurs under your access credentials, you agree to use reasonable efforts to prevent unauthorized access to or use of the Service and to preserve the confidentiality of your username and password, and any device that you use to access the Service. You agree to notify us immediately of any breach in secrecy of your log-in information. If you have any reason to believe that your account information has been compromised or that your account has been accessed by a third party, you agree to immediately notify Naya by e-mail to info@naya.studio. You will be solely responsible for the losses incurred by Naya and others due to any unauthorized use of your account.

5. Fees; Payments.

1. Fees. The fee (the "Fee") to be charged to Clients for the Service(s) purchased will be set forth after a Client signs the Client Agreement and the Provider signs the Provider Agreement and will be due and payable in accordance with the terms set forth in the Client Agreement, Provider Agreement and/or separate purchase order form, as applicable.

2. Payments. The Service currently includes the use of third parties to process payments. Our third-party payment processors accept payments through various credit cards. We also accept payment via wire transfer or cheques, to be provided using account and delivery information provided by Naya.  All monetary transactions on the Service take place in U.S. Dollars and all payment terms shall be agreed to in writing between us and you.

3. Taxes. The Fees are exclusive of tax. Clients are responsible for determining and paying the appropriate government taxes, fees, and service charges resulting from a transaction occurring through the Service, except for taxes on Naya's income. We are not responsible for collecting, reporting, paying, or remitting to you any such taxes, fees, or service charges, except as may otherwise be required by law.

4. Refunds. The Service may offer any Client a refund at Naya's sole and absolute discretion. Please email info@naya.studio to request a refund.

6. Additional Services from Naya.

1. Third Party Purchases. A Client may wish to purchase items from third parties (“Vendor”) through our Platform. Naya will collect the cost of the items from you in advance of placing orders with the Vendor for such purchase. All Vendor terms and conditions apply to these purchases, including return policies and shipping costs.

2. Delivery. The Providers providing Service via our Platform may offer to assist Clients with delivery of certain products for a fee, which will be set forth on the applicable order forms delivered to the Client in advance of any project or Service requested thereunder. To facilitate delivery, Naya may provide third party contractors personal information to identify location and costs and facilitate delivery.

7. Third Party Materials; Naya Content.

1. You understand that by using the Service, you may encounter data, information, applications, materials and other content from third parties, including other users (collectively, "Third Party Materials"), and data, information, applications, materials and other content from Naya (collectively, "Naya Content" and, together with Third Party Materials, but excluding your Content, "Service Content"), that may be offensive, indecent, or objectionable. Nevertheless, you agree to use the Service at your sole risk and that Naya shall not have any liability to you for any Service Content that may be found to be offensive, indecent, or that is inaccurate, incomplete, untimely, invalid, illegal, indecent, of poor quality or otherwise objectionable You use the Service, and rely upon any Service Content accessible through the Service, at your sole risk.

2. In addition, third party services and Service Content that may be accessed from, displayed on or linked to your device are not available in all languages or in all countries. Naya makes no representation that the Service, any third party services, and Service Content are appropriate or available for use in any particular location. To the extent you choose to access such services or materials, you do so at your own initiative and are responsible for compliance with any and all applicable laws.

8. Your Use of the Service and Service Content.

1. You shall make all payments relating to, or in any way connected with any Services provided by Naya or a User, and process all communications relating to the Services provided herein, through the Platform in accordance with the terms set forth in your Client Agreement. Any action that encourages or solicits complete or partial payment, or communications, outside of the Platform is a violation of this Agreement. In addition, you may not use the Service to arrange for the provision and purchase of services with another User or complete transactions for those services outside of the Service. Notwithstanding anything to the contrary, Naya may terminate your use of the Services, effective immediately, upon your violation of this Section 8, in addition to pursuing any other remedies available to Naya in law or equity, including, without limitation, monetary damages, injunctive relief, and the like.

2. Your right to use the Service is a privilege, not a right, and is expressly conditioned on the following:

1. You may access the Service solely as intended through the provided functionality of the Service and as permitted under the TOS and Client Agreement or Provider Agreement, as applicable.

2. You shall not copy, reproduce, distribute, publish, display, perform, transmit, stream or broadcast any part of the Service, Platform, or content you encounter on through the Service without Naya's prior written authorization, including, by way of example and not limitation, by doing or engaging in any of the following without Naya's express written consent: altering, defacing, mutilating or otherwise bypassing any approved software through which the Service is made available; and

3. You shall not bypass, circumvent, damage or otherwise interfere with any security or other features of the Platform designed to control the manner in which the Service is used, harvest or mine Service Content from the Service, or otherwise access or use the Service in a manner inconsistent with individual human usage. You shall not copy or scrape any Service Content.

4. You shall not undertake, cause, permit or authorize the translation, reverse engineering, disassembling or hacking of any aspect of the Platform or Service, including any Service Content available on or through the Service, or attempt to do any of the foregoing, except and solely to the extent permitted by the TOS, the authorized features of the Service, or by law, or otherwise attempt to use or access any portion of the Service other than as intended by Naya.

5. You shall not use, display, mirror, frame or utilize framing techniques to enclose the Service or any copyright or trademarks incorporated therein, including any Service Content available on or through the Service, or any portion thereof, through any other application or website, unless and solely to the extent Naya makes available the means for embedding any part of the Service or Service Content.

6. You shall not access, tamper with, or use non-public areas of the Service, Naya's (and its hosting company's) computer systems and infrastructure, or the technical delivery systems of Naya's providers.

7. You shall not harass, abuse, harm or advocate or incite harassment, abuse or harm of another person or group, including Naya's employees and other users.

8. You shall not provide any false personal information to Naya or any other User, or create a false identity or impersonate another person or entity in any way.

9. You shall not create a new account with Naya, without Naya's express written consent, if Naya has previously disabled an account of yours.

10. You shall not solicit, or attempt to solicit, personal information from other Clients, Providers, or other individuals using the Platform or accessing the Website or App (collectively, the “Users”).

11. You shall not restrict, discourage or inhibit any person from using the Service, disclose personal information about a third person on the Service or obtained from the Service without the consent of such person, or collect information about Users.

12. You shall not use the Service, without Naya's express written consent, to communicate or facilitate any commercial advertisement or solicitation, except as expressly permitted in the TOS.

13. You shall not gain or attempt to gain unauthorized access to the Service, to other Users' accounts, names or personally identifiable information, or to other computers or websites connected or linked to the Service.

14. You shall not post, transmit or otherwise make available any virus, worm, spyware or any other computer code, file or program that may or is intended to disable, overburden, impair, damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the Service or communications equipment and computers connected to the Service.

15. You shall not interfere with or disrupt the Service, or networks or servers connected to the Service, or violate the regulations, policies or procedures of such networks or servers.

16. You shall not violate any applicable federal, state or local laws or regulations or the TOS.

17. You shall not assist or permit any persons in engaging in any of the activities describe above.

9. Consent to Use of Data.

You agree that Naya may collect and use technical data and related information, including, but not limited to, contacts, usage data, location and other technical information about your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to the Service, and to anonymously track and report your activity inside of the Service, including for analytics purposes (please see the Privacy Policy).

10. Ownership.

The Service, Service Content, and the media and materials contained therein, including all intellectual property rights therein, are the sole and exclusive property of Naya and its licensors. Except for the limited licenses expressly granted to you under the TOS, no other rights, licenses, or immunities are granted or will be deemed to be granted to you under the TOS, either expressly, or by implication, estoppel or otherwise.

11. Feedback.

1. We appreciate hearing from our Users and welcome your comments regarding the Service. Please be advised, however, that if you send us creative ideas, suggestions, inventions, or materials ("Creative Ideas"), we will:

1. own, exclusively, all now known or later discovered rights to the Creative Ideas;

2. not be subject to any obligation of confidentiality and will not be liable for any use or disclosure of any Creative Ideas; and

3. be entitled to unrestricted use of the Creative Ideas for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.

12. Consequences of Violating These Terms.

We reserve the right to suspend or terminate your account and prevent access to the Service for any or no reason, at our discretion. We reserve the right to refuse to provide the Service to you in the future. Naya may review and remove any of your Content at any time for any reason, including activity which, in its sole judgment: violates the TOS; violates applicable laws, rules, or regulations; is abusive, disruptive, offensive or illegal; or violates the rights of, or harms or threatens the safety of, Users of the Service. You are responsible for any claims, fees, fines, penalties, and other liability incurred by us or others caused by or arising out of your breach of the TOS and your use of the Service.

13. Naya's Liability.

1. Changes to the Service. We may change, suspend, or discontinue any aspect of the Platform at any time, including hours of operation or availability of the Service or any feature, without notice or liability, subject to additional terms and conditions set forth in your Client Agreement or Provider Agreement, as applicable.

2. User Disputes. User disputes shall be governed by each User’s Client Agreement or Provider Agreement, as applicable, in accordance with the terms set forth therein, which are hereby incorporated by reference.

3. Content Accuracy. We make no representations about accuracy, reliability, completeness, or timeliness of any contents of the Service, including designs. Similarly, we make no representations about accuracy, reliability, completeness, or timeliness of any data from a third-party service provider or the quality or nature of third-party products or services obtained through the Service. Use the Service at your own risk.

4. Third-Party Websites. The Service may include links to third party websites and applications. You are responsible for evaluating whether you want to access or use them. We are not responsible for and do not endorse any features, content, advertising, products, or other materials on other websites or applications. You assume all risk and we disclaim all liability arising from your use of them.

5. We make no promises and disclaim all liability of specific results from the use of the Service.

14. Termination.

The TOS is effective until terminated by you or Naya. Your rights under the TOS will terminate automatically without notice from Naya if you fail to comply with any term(s) of the TOS (including by violating any license restriction provided herein).

15. Disclaimer.

"Released Parties" include Naya and its affiliates, officers, employees, agents, partners, and licensors. YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK, AND THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND THE RELEASED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE SERVICE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) THE RELEASED PARTIES MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, INCLUDING DATA, WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY GOODS, DATA OR SERVICE AVAILABLE ON THE SERVICE WILL MEET YOUR EXPECTATIONS AND, (iv) ANY ERRORS IN THE SERVICE WILL BE CORRECTED; AND (C) ANY MATERIAL OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE USE OF ANY SUCH MATERIAL.

16. Limitation of Liability.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE RELEASED PARTIES WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF NAYA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE SITE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY ON THE SERVICE; (v) YOUR RELIANCE ON CONTENT OR DATA MADE AVAILABLE BY US; OR (vi) ANY OTHER MATTER RELATING TO THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.

TO THE FULLEST EXTENT POSSIBLE BY LAW, THE RELEASED PARTIES' MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR YOUR USE OF COMPANY CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED THE GREATER OF (A), IF YOU ARE A CLIENT, THE FEES YOU HAVE PAID TO NAYA, (B) IF YOU ARE A DESIGNER, THE FEES PAID BY NAYA TO YOU, AND (C) $100.

17. Indemnity.

You agree to defend, indemnify, and hold harmless the Released Parties from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, arising out of or relating in any way to any claim or demand made, asserted, or threatened by any other person or entity and that arises out of or relates to your conduct or failure to act, your use of Naya’s Services, or your use of the Platform, including but not limited to claims or demands relating to your breach of this Agreement, the Content, including any Third-Party Content, you provide pursuant to your use of the Services, your violation or alleged violation of Naya’s or others’ intellectual property rights, your violation or alleged violation of any other rights of another, and your violation or alleged violation of any law or regulation. We will provide notice to you promptly of any such claim, suit, or proceeding and to permit you to control the defense or settlement thereof; provided, however, that Naya reserves the right to participate in the defense of any such claim through its own counsel and at its own expense and further provided that any settlement does not require a payment or admission of liability by Naya.

18. Third Party Disputes.

NAYA IS NOT AFFILIATED WITH ANY SERVICE PROVIDER OR THIRD PARTY SERVICE, AND ANY DISPUTE YOU HAVE WITH ANY SERVICE PROVIDER, THIRD PARTY SERVICE OR OTHER THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY OTHER USER OF THE SERVICE, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE THE RELEASED PARTIES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

19. Copyright Policy.

1. The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials posted on the Service infringe your copyright, you (or your agent) may send Naya a "Notification of Claimed Infringement" requesting that the material be removed, or access to it blocked. The notice must include the following information:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of the works that have been allegedly infringed;

2. Identification of the copyrighted work alleged to have been infringed (or if multiple copyrighted works located on the Service are covered by a single notification, a representative list of such works);

3. Identification of the specific material alleged to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Naya to locate the material on the Service;

4. Your name, address, telephone number, and email address (if available);

5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

2. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send Naya a counter-notice.

3. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details. If you believe your copyrighted content has been displayed inappropriately on the Service, please contact us as noted below. Consult your legal advisor and see 17 U.S.C. 512 before filing a notice or counter-notice as there are penalties for false claims under the DMCA

20.  Dispute Resolution.

1. The TOS and the relationship between you and Naya will be governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of law provisions. You and Naya agree to submit to the personal, exclusive and binding arbitration of any disputes relating to your use of the Service under the rules of the American Arbitration Association. Any such arbitration, to the extent necessary, shall be conducted in Suffolk County in the Commonwealth of Massachusetts. You covenant not to sue Naya in any other forum.

2. You also acknowledge and understand that, with respect to any dispute with the Released Parties arising out of or relating to your use of the Service or the TOS:

1. YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY;

2. YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE; AND

3. YOU MUST FILE ANY CLAIM WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE OR IT IS FOREVER BARRED.

21. Miscellaneous.

1. Assignment. You may not assign this TOS or any of the rights or licenses granted hereunder, directly or indirectly, including by sale, merger, change of control, operation of law or otherwise, without the prior written consent of Naya. Naya may assign the TOS, including all its rights hereunder, without restriction.

2. Survival. The provisions of the TOS that are intended to survive the termination of the TOS by their nature will survive the termination of the TOS, including, but not limited to, Sections 2 (General), 7 (Third Party Materials), 8 (Your Use of the Service and Service Content), 9 (Consent to Use of Data), 10 (Ownership), 11 (Feedback), 13 (Naya's Liability), 14 (Termination), 15 (Disclaimer), 16 (Limitation of Liability), 17 (Indemnity), 18 (Third Party Disputes), 29 (Copyright Policy), 20 (Dispute Resolution), and 21 (Miscellaneous).

3. Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about your choices regarding our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

4. Entire Agreement. The TOS, together with the Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire and exclusive understanding and agreement between you and Naya regarding your use of and access to the Service, and, except as expressly permitted above, may be amended only by a written agreement signed by authorized representatives of all parties to the TOS; provided, however, in order to use the Service, you shall also be required to complete a Client Agreement or Provider Agreement, as applicable. The failure to require performance of any provision will not affect our right to require performance at any time thereafter, nor will a waiver of any breach or default of the TOS or any provision of the TOS constitute a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in the TOS is for convenience only and will not have any impact on the interpretation of particular provisions. In the event that any part of the TOS is held to be invalid or unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remaining parts will remain in full force and effect. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Naya as a result of the TOS or use of the Service.

5. Contacting Naya. You can contact Naya, Inc. by e-mail at info@naya.studio or by U.S. Post at Naya Studio, Inc., Batten Hall, 125 Western Ave., Allston, MA 02134).