Terms of Service — Eraire, LLC

1. Acceptance of Terms

By accessing or using the services of Eraire, LLC (“Eraire,” “we,” “us,” or “our”), you agree to be bound by these Terms of Service (“Terms”). If you do not agree to all the terms and conditions herein, you may not access or use our services.

2. Services Description

Eraire provides enterprise AI infrastructure consulting, precision research and development services, and premium UI/UX design engineering. All services are delivered pursuant to individual Statements of Work (“SOW”) or engagement agreements executed between Eraire and the client.

3. Engagement & Statements of Work

Each client engagement is governed by a signed SOW that specifies the scope, deliverables, timeline, and fees. In the event of a conflict between these Terms and an SOW, the SOW shall prevail for that specific engagement.

4. Fees, Invoicing & Payment

Fees are set forth in the applicable SOW. Invoices are due within thirty (30) days of receipt unless otherwise specified. Late payments may incur interest at the lesser of 1.5% per month or the maximum amount permitted by applicable law.

5. Intellectual Property

Upon full payment, Eraire assigns to the client all rights, title, and interest in the custom deliverables created specifically for the client under the SOW. Eraire retains ownership of all pre-existing intellectual property, tools, frameworks, and methodologies.

6. Confidentiality

Both parties agree to maintain the confidentiality of proprietary information disclosed during the engagement. This obligation survives termination of the engagement for a period of five (5) years.

7. Warranties & Disclaimers

Eraire warrants that services will be performed in a professional and workmanlike manner. EXCEPT AS EXPRESSLY SET FORTH HEREIN, ERAIRE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ERAIRE'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO ERAIRE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL ERAIRE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

9. Indemnification

Each party agrees to indemnify and hold harmless the other party from third-party claims arising out of the indemnifying party's breach of these Terms, negligence, or willful misconduct.

10. Term & Termination

Either party may terminate an engagement upon thirty (30) days written notice. Upon termination, Client shall pay for all services rendered and expenses incurred up to the effective date of termination.

11. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to its conflict of law principles. Any disputes shall be resolved in the state or federal courts located in Sheridan County, Wyoming.

12. Contact

For questions about these Terms, please contact us at hello@eraire.com.