Terms of Service

These Terms of Service ("Terms") govern your engagement with New Era Tech Solutions Inc. ("New Era," "we," "us," or "our"), a Florida S-Corporation established in 2020. By using our website, services, or engaging us for project work, you agree to these Terms.

1. Acceptance of Terms

By accessing our website, requesting a quote, booking a call, or engaging us for paid services, you ("Client") accept these Terms. If you do not agree, do not use our website or services.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.

2. Description of Services

New Era provides the following services (the "Services"):

• Custom Claude AI Skills: file-based skill modules built for use with Anthropic's Claude AI products
• OpenClaw Agent Setup: deployment and configuration of OpenClaw agents on messaging platforms including Telegram and WhatsApp, with multi-user team sync
• Automation Systems: integration of AI capabilities with business tools via n8n, Make.com, Zapier, and custom development
• Add-on services: additional custom skills, ongoing iteration plans, and other services as scoped

Specific deliverables, timelines, and pricing for each engagement are documented in writing (via email confirmation, scope document, or invoice) before work begins.

3. Eligibility

You must be at least 18 years old to engage our Services. By engaging us, you represent that you are at least 18 and have the legal capacity to enter into a binding contract.

4. Scoping and Quotes

Before beginning any paid work, we conduct a brief scoping process (typically a 30-minute call or async exchange) to understand your workflow, identify deliverables, and agree on scope.

Quotes are valid for thirty (30) days from the date issued unless otherwise noted. Quoted prices are based on the scope discussed; significant scope changes after engagement may require an updated quote.

5. Pricing and Payment

5.1 Published Prices

Prices listed on our website are starting prices for typical engagements. Final pricing is determined during scoping. Prices are in U.S. Dollars (USD).

5.2 Payment Terms

Unless otherwise agreed in writing:

• For projects under $1,000: full payment due upon engagement
• For projects $1,000 and above: 50% deposit due upon engagement, remaining 50% due upon delivery
• For optional monthly plans: charged on the first of each month, cancellable with seven (7) days notice

5.3 Late Payments

Invoices not paid within fifteen (15) days of the due date may incur a late fee of 1.5% per month or the maximum allowed by Florida law, whichever is lower. We may suspend services or withhold deliverables for accounts in arrears.

5.4 Refunds

Because our work involves bespoke development, we generally do not offer refunds once work has commenced. However, if delivered work materially fails to meet the agreed scope, we will revise it at no additional cost (subject to Section 6). Refund requests are evaluated case-by-case.

6. Project Delivery and Revisions

6.1 Timelines

Stated delivery times (e.g., "5-day delivery," "7-day delivery") are good-faith estimates from the time we receive all required information from you. Delays caused by client unresponsiveness or scope changes are not our responsibility.

6.2 Revisions

Each engagement includes up to two (2) rounds of revisions to address gaps between delivered work and agreed scope. Additional revisions or scope changes may be quoted separately at our standard hourly rate.

6.3 Acceptance

If you do not provide feedback or request revisions within fourteen (14) days of delivery, the work is deemed accepted as delivered.

7. Intellectual Property

7.1 Client Ownership of Deliverables

Upon full payment, you own the specific deliverables we create for you (including custom skill files, agent configurations, and automation workflows tailored to your business) for use in your business operations. You may modify, copy, and use these files within your organization.

7.2 New Era's Retained Rights

We retain ownership of:

• Underlying methodologies, templates, frameworks, and know-how used to create deliverables
• Generic, reusable components not specific to your business
• Our portfolio rights: we may reference the type of work performed (without disclosing confidential client information) in case studies, marketing, or proposals

7.3 Third-Party Intellectual Property

Deliverables may incorporate or depend on third-party services (Anthropic, OpenAI, OpenClaw, n8n, Make.com, Zapier, etc.). Your use of these services is governed by their respective terms. You are responsible for obtaining and maintaining any required licenses or subscriptions.

7.4 Client Materials

You retain all rights to materials you provide us (voice samples, documents, brand assets). By providing them, you grant us a limited license to use them solely to create your deliverables.

8. Confidentiality

Each party agrees to maintain the confidentiality of the other party's non-public business information learned during the engagement. This obligation continues for three (3) years after the engagement ends.

Confidentiality does not apply to information that is publicly known, independently developed, or required to be disclosed by law.

9. AI-Specific Disclaimers

Specifically:

• No guarantee of AI accuracy: we do not warrant that AI-generated outputs will be factually correct, error-free, or fit for any particular purpose. AI models change over time and outputs may vary.
• Hallucinations: Large language models may generate plausible-sounding but incorrect information. You must verify critical outputs.
• Regulatory compliance: if your business is subject to regulatory requirements (insurance, healthcare, financial services, legal, etc.), you are responsible for ensuring AI outputs comply with those requirements before use.
• Third-party AI providers: we are not responsible for outages, policy changes, pricing changes, or behavior changes by Anthropic, OpenAI, or other AI providers.
• Model deprecation: AI providers periodically update or retire models. Skills and agents we build may require updates to continue functioning as expected. Such updates may be billed separately.

10. Warranties and Disclaimers

WE PROVIDE SERVICES "AS IS" AND "AS AVAILABLE." EXCEPT AS EXPRESSLY STATED IN THESE TERMS, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND COURSE OF DEALING.

We do not warrant that Services or deliverables will meet your specific business requirements beyond what is stated in the agreed scope, nor that they will be uninterrupted, error-free, or free of vulnerabilities.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEW ERA'S TOTAL LIABILITY FOR ANY CLAIM ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

IN NO EVENT SHALL NEW ERA BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some jurisdictions do not allow these limitations. To the extent that any limitation is not enforceable in your jurisdiction, our liability shall be limited to the maximum extent permitted by applicable law.

12. Indemnification

You agree to indemnify, defend, and hold harmless New Era and its officers, directors, employees, and contractors from any third-party claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use of deliverables in violation of these Terms or applicable law
• Your failure to review AI outputs before using them for consequential purposes
• Your violation of third-party rights (including intellectual property and privacy rights)
• Your violation of any third-party service terms (Anthropic, OpenAI, OpenClaw, etc.) when using deliverables we create for you
• Materials or information you provide that infringe third-party rights

13. Termination

13.1 Termination by Either Party

Either party may terminate an engagement with seven (7) days written notice. Upon termination:

• You will pay for all work completed up to the termination date
• We will deliver work-in-progress in its current state
• Both parties' confidentiality obligations survive termination

13.2 Termination for Breach

Either party may terminate immediately if the other party materially breaches these Terms and fails to cure within ten (10) days of written notice.

13.3 Effect of Termination

Sections that by their nature should survive termination, including intellectual property, confidentiality, limitation of liability, indemnification, and governing law, will survive.

14. Third-Party Services

Deliverables may rely on third-party services. You agree to:

• Maintain your own accounts and pay your own fees for required third-party services (Claude Pro/Max, OpenAI API, hosting, etc.)
• Comply with all applicable third-party terms of service
• Promptly notify us of any changes to your third-party accounts that may affect deliverables

15. Force Majeure

Neither party is liable for delays or failures caused by circumstances beyond their reasonable control, including natural disasters, war, pandemic, government action, internet/utility outages, or major third-party service outages (Anthropic, OpenAI, etc.).

16. Governing Law and Disputes

These Terms are governed by the laws of the State of Florida, United States, without regard to conflict-of-law principles.

Any dispute arising from or relating to these Terms or the Services shall be resolved in the state or federal courts located in Palm Beach County, Florida. Both parties consent to the exclusive jurisdiction of those courts.

The parties first agree to attempt to resolve any dispute through good-faith informal negotiation for thirty (30) days before initiating formal proceedings.

17. Modifications to Terms

We may update these Terms from time to time. When we do, we will revise the "Last Updated" date at the top. Continued use of our Services after changes constitutes acceptance of the updated Terms. For active engagements, the Terms in effect at the time of engagement govern, unless both parties agree to updated Terms.

18. Severability

If any provision of these Terms is found unenforceable, the remaining provisions remain in full effect. The unenforceable provision shall be modified to the minimum extent necessary to make it enforceable while preserving its intent.

19. Entire Agreement

These Terms, together with any project-specific scope documents or written agreements signed by both parties, constitute the entire agreement between you and New Era regarding the Services. They supersede any prior agreements, proposals, or communications.

20. Contact: Compliance Manager

For questions about these Terms, compliance matters, or to provide notice of any kind:

These Terms of Service are provided for informational purposes regarding our business practices. They do not constitute legal advice. For specific legal questions about your engagement, consult qualified counsel. New Era Tech Solutions Inc. is a Florida S-Corporation registered with the State of Florida (sunbiz.org).