Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Klyrova Analytics ("Company," "we," "us," or "our"), governing your access to and use of our consulting and advisory services, website, and all associated materials.

By engaging our services, accessing our website, submitting an inquiry, or executing a service agreement with Klyrova Analytics, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you do not agree to these Terms, you must not engage our services or use our website.

These Terms apply to all forms of engagement with Klyrova Analytics, including but not limited to: email correspondence, formal consulting engagements, delivery of written reports, advisory sessions, and review of documentation submitted by you for analysis purposes.

Klyrova Analytics provides IT consulting and advisory services. Our services are strictly analytical and advisory in nature. We do not implement systems, manage infrastructure, host software, or access, process, or store client operational data. Our specific service categories include:

• IT Infrastructure Analysis: Assessment and documentation of existing IT infrastructure and digital process configurations based on materials and information provided by the Client.
• SaaS Tools and Digital Workflow Consulting: Evaluation of Software-as-a-Service platforms and digital workflow configurations for suitability, cost-effectiveness, and operational alignment.
• Technology Stack Optimization Recommendations: Analysis of current technology environments and preparation of written recommendations for rationalization, consolidation, or enhancement.
• Technical Documentation Preparation: Development of structured technical reports, process documentation, system mapping documents, and formal written advisory materials.

The precise scope of services for any engagement shall be defined in a separate written Scope of Work document agreed upon by both parties prior to commencement of work. Services not explicitly described in the applicable Scope of Work are not included in the engagement.

Klyrova Analytics reserves the right to modify, discontinue, or suspend any service offering at any time with reasonable notice to affected clients. Modifications to services will not affect engagements already underway under a signed Scope of Work unless mutually agreed.

To enable Klyrova Analytics to deliver advisory services effectively, you agree to the following obligations:

• Accurate Information: You shall provide accurate, complete, and current information relevant to the engagement. Klyrova Analytics' ability to provide useful recommendations depends entirely on the quality and accuracy of information provided by the Client.
• Authorization: You represent and warrant that you have the legal authority to engage our services on behalf of your organization and that you are authorized to share any materials, documentation, or information you submit to us.
• Timely Cooperation: You agree to respond to reasonable requests for clarification or additional information within timeframes agreed upon in the applicable Scope of Work.
• No Sensitive Personal Data: You agree not to submit personally identifiable information of third parties, protected health information, financial account data, or similarly sensitive data unless explicitly required and agreed upon in writing in the applicable Scope of Work.
• Use of Recommendations: You acknowledge that any recommendations provided by Klyrova Analytics are advisory only and that implementation of any recommendations is undertaken entirely at your own discretion and risk.
• Payment Obligations: You agree to pay all fees in accordance with the payment terms specified in the applicable Scope of Work or invoice. Failure to remit payment may result in suspension of services and deliverable withholding.

You further acknowledge that Klyrova Analytics' advice and recommendations are based exclusively on materials and information provided during the engagement. We are not responsible for the accuracy of recommendations made on the basis of incomplete, inaccurate, or misleading information provided by the Client.

All intellectual property rights in deliverables, reports, analyses, frameworks, methodologies, templates, and written materials produced by Klyrova Analytics remain the property of Klyrova Analytics until full payment has been received for the applicable engagement.

Upon receipt of full payment, Klyrova Analytics grants the Client a non-exclusive, non-transferable, perpetual license to use the deliverables for internal business purposes only. This license does not permit resale, sublicensing, redistribution, or use of deliverables to provide competing consulting services to third parties.

Klyrova Analytics retains the right to use anonymized, aggregated, and de-identified insights derived from engagements for internal research, methodology development, and general knowledge base purposes. No client-identifiable information will be used in any external materials without express written consent.

All pre-existing intellectual property of Klyrova Analytics, including methodologies, analytical frameworks, assessment tools, and templates, remains the exclusive property of Klyrova Analytics regardless of their use in any client engagement.

Any intellectual property provided by the Client for review or analysis purposes remains the exclusive property of the Client. Klyrova Analytics claims no rights to any Client materials submitted during an engagement.

Klyrova Analytics treats all non-public information shared by Clients as confidential. We will not disclose confidential Client information to third parties except as required by applicable law or as necessary to perform the services described in the applicable Scope of Work.

Confidential information does not include information that: (a) is or becomes publicly available through no fault of Klyrova Analytics; (b) was already known to Klyrova Analytics at the time of disclosure; (c) is independently developed by Klyrova Analytics without reference to Client information; or (d) is received from a third party without restriction on disclosure.

Klyrova Analytics does not retain Client materials beyond the active engagement period. Upon conclusion of an engagement or upon written request, all Client-provided materials will be deleted from our working systems within thirty (30) days.

This confidentiality obligation survives the termination of any engagement for a period of three (3) years.

To the maximum extent permitted by applicable law, Klyrova Analytics shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to: loss of profits, loss of revenue, loss of data, business interruption, or loss of business opportunity, arising out of or in connection with our services, even if we have been advised of the possibility of such damages.

Our total cumulative liability to you for any claims arising from or related to a specific engagement shall not exceed the total fees paid by you for that specific engagement during the three (3) months preceding the event giving rise to the claim.

Klyrova Analytics is not liable for any losses resulting from your reliance on, or implementation of, any recommendation, suggestion, or advisory output we provide. All implementation decisions are made at your sole discretion and risk.

We do not guarantee specific outcomes, results, or improvements from engagement with our advisory services. Our obligation is to deliver well-reasoned, professionally prepared analytical recommendations — not guaranteed performance improvements.

KLYROVA ANALYTICS PROVIDES ALL SERVICES "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• Implied warranties of merchantability, fitness for a particular purpose, or non-infringement;
• Warranties that services will meet your specific requirements or expectations;
• Warranties as to the accuracy, completeness, or reliability of any recommendation or advisory output;
• Warranties that our analysis will identify all issues, risks, or inefficiencies present in your technology environment.

Our recommendations are based on the information available to us during the engagement period. We do not warrant that conditions described in any deliverable will remain accurate after the date of delivery, as technology environments change continuously.

Either party may terminate an engagement by providing written notice to the other party. The terms applicable to any specific engagement, including notice periods and termination consequences, shall be set forth in the applicable Scope of Work.

In the absence of engagement-specific termination terms, either party may terminate an active engagement with fourteen (14) days written notice. Fees incurred for work completed prior to the effective date of termination remain due and payable.

Klyrova Analytics reserves the right to immediately suspend or terminate services, without prior notice or refund, in the event that: (a) the Client violates these Terms; (b) the Client provides false or misleading information; (c) the Client fails to remit payment within the required timeframe; or (d) continued engagement would require Klyrova Analytics to violate applicable law.

Upon termination for any reason, provisions of these Terms that by their nature should survive termination shall continue in full force and effect, including but not limited to: Sections 4 (Intellectual Property), 5 (Confidentiality), 6 (Limitation of Liability), and 9 (Governing Law).

These Terms and any disputes arising from or related to our services shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, United States of America, without regard to its conflict of laws provisions.

Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, which cannot be resolved through good-faith negotiation within thirty (30) days of written notice of the dispute, shall be subject to binding arbitration administered in Lexington, Kentucky.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration.

If any provision of these Terms is found to be unenforceable or invalid under applicable law, such provision shall be modified to the minimum extent necessary to make it enforceable, and all remaining provisions shall continue in full force and effect.

Klyrova Analytics reserves the right to modify these Terms at any time. Material changes will be communicated to active clients via email at least fourteen (14) days prior to the effective date of the change. Non-material changes may be made without advance notice.

Your continued use of our services after the effective date of any amendment constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must discontinue use of our services.

The version of the Terms in effect at the time an engagement commences shall govern that specific engagement, unless both parties mutually agree in writing to apply an updated version.

We encourage you to review these Terms periodically. The most current version will always be available on our website with the effective date clearly indicated.