Plain English Summary

This document is our legal contract with you. It's important, but we know legal documents can be dense. Here’s the gist:

  • Our Agreement: These terms, along with any specific project agreement (like a Statement of Work), form our complete agreement.
  • Your IP is Yours: You own the materials you provide us and the final work product we create for you, once you've paid for it in full. We own the underlying tools and code we used to create it.
  • Confidentiality is Key: We will both keep each other's sensitive information secret.
  • Payments: You agree to pay us for our work as outlined in your project invoice or agreement. Late payments may incur fees.
  • Ending Our Relationship: Either of us can terminate the agreement under specific conditions, which are detailed below.
  • Liability: Our liability is limited. We promise to perform our work professionally, but we can't be held responsible for all possible damages.

This summary is for convenience. The full text below is the legally binding agreement.

1. Introduction

Welcome to Errna.com ("Errna", "we", "us", or "our"). These Terms of Service ("Terms") govern your access to and use of the services, software, and websites (collectively, the "Services") provided by Errna, a service of Cyber Infrastructure LLC. These Terms constitute a binding legal agreement between you or the entity you represent ("Client", "you") and Errna.

By accessing, using, or paying for our Services, you agree to be bound by these Terms. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not accept this agreement and may not use the Services.

2. Definitions

  • "Services" refers to the full range of technology solutions provided by Errna, including but not limited to custom software development, AI development, staff augmentation, blockchain development, BPO, UI/UX design, and digital marketing, as detailed in a Statement of Work.
  • "Statement of Work" (SOW) means a document executed by both parties that describes the specific Services to be performed, deliverables, timelines, fees, and other project-specific terms.
  • "Client Content" means all information, data, text, software, music, sound, photographs, graphics, video, messages, or other materials provided to Errna by the Client for the purpose of the project.
  • "Deliverables" means the specific work products to be created and delivered by Errna to the Client as described in an applicable SOW.
  • "Intellectual Property Rights" means all patents, copyrights, moral rights, trademarks, trade secrets, and any other form of intellectual property rights recognized in any jurisdiction.

3. Scope of Services

Errna will provide the Services as described in one or more SOWs. Each SOW will be incorporated into and form a part of these Terms. In the event of a conflict between these Terms and an SOW, the terms of the SOW will prevail for that specific project only. Any changes to the scope of Services must be agreed upon in writing by both parties through a formal change order process.

4. Client Obligations

To ensure a successful partnership, you agree to:

  • Provide timely and accurate information, materials (Client Content), and feedback necessary for Errna to perform the Services.
  • Appoint a primary contact person who is authorized to make decisions on your behalf.
  • Comply with all applicable laws and regulations in connection with your use of the Services and Deliverables.
  • Be responsible for the accuracy and legality of all Client Content. You warrant that you have all necessary rights to provide the Client Content to Errna for use in the project.

5. Fees and Payment

You agree to pay Errna the fees for the Services as set forth in the applicable SOW or invoice. Unless otherwise specified, all invoices are due upon receipt. Payments not made within thirty (30) days of the invoice date will be considered overdue and may be subject to a late fee of 1.5% per month or the maximum rate permitted by law, whichever is lower. All fees are exclusive of taxes, which you are responsible for paying. Errna reserves the right to suspend Services for overdue accounts.

6. Intellectual Property Rights

Client IP: You retain all pre-existing Intellectual Property Rights in your Client Content. You grant Errna a worldwide, non-exclusive, royalty-free license to use, reproduce, and modify the Client Content solely for the purpose of providing the Services.

Errna IP: We retain all rights to our pre-existing intellectual property, including our software, tools, methodologies, and know-how ("Errna IP").

Deliverables: Upon your full and final payment for the Deliverables as specified in the relevant SOW, Errna grants you full ownership and all Intellectual Property Rights to the final, custom-developed Deliverables. Notwithstanding the foregoing, Errna retains ownership of all Errna IP, including any of our pre-existing code or tools used in creating the Deliverables.

7. Confidentiality

Both parties agree that all non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with the Services, including business strategies, client lists, financial information, and technical data, is "Confidential Information." The Receiving Party agrees not to disclose Confidential Information to any third party and to use it only for the purpose of fulfilling its obligations under this agreement. This obligation does not apply to information that is publicly known, already in the Receiving Party's possession, or required to be disclosed by law.

8. Term and Termination

This agreement commences on the date you first use our Services and continues until terminated. A specific project's term will be defined in its SOW.

Either party may terminate this agreement or a specific SOW:

  • With thirty (30) days' written notice to the other party.
  • Immediately, if the other party commits a material breach of these Terms and fails to cure such breach within fifteen (15) days of receiving written notice.
  • Immediately, in the event of the other party's bankruptcy or insolvency.

Upon termination, you agree to pay for all Services performed and expenses incurred up to the effective date of termination. Sections concerning Confidentiality, Intellectual Property, Warranties, Limitation of Liability, Indemnification, and Governing Law shall survive termination.

9. Warranties and Disclaimers

Errna warrants that the Services will be performed in a professional and workmanlike manner, consistent with industry standards. In the event of a breach of this warranty, our sole obligation will be to re-perform the deficient Services at no additional cost to you.

EXCEPT FOR THE FOREGOING WARRANTY, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS." ERNA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. Limitation of Liability

IN NO EVENT SHALL ERNA OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THESE TERMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.

ERRNA'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM OR RELATING TO THE SERVICES UNDER ANY SOW SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO ERNA UNDER THAT SPECIFIC SOW IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Indemnification

You agree to defend, indemnify, and hold harmless Errna, its officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Services; (ii) your violation of any term of these Terms; or (iii) your violation of any third-party right, including without limitation any copyright, property, or privacy right, related to your Client Content.

12. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. Any dispute arising from these Terms shall be resolved exclusively in the state or federal courts located in Santa Clara County, California. Both parties consent to the exclusive jurisdiction of these courts.

13. General Provisions

  • Entire Agreement: These Terms, together with any SOWs, constitute the entire agreement between the parties and supersede all prior agreements.
  • Modification: We reserve the right to modify these Terms at any time. We will notify you of any material changes by posting the new Terms on our website. Your continued use of the Services after such changes constitutes your acceptance of the new Terms.
  • Assignment: You may not assign this agreement without our prior written consent. We may assign this agreement to an affiliate or in connection with a merger or sale of all or substantially all of our assets.
  • Force Majeure: Neither party shall be liable for any failure or delay in performance under these Terms due to causes beyond its reasonable control, including but not limited to acts of God, war, or natural disaster.
  • Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

14. Contact Information

If you have any questions about these Terms of Service, please contact us at:

Errna.com, a service of Cyber Infrastructure LLC
2880 Zanker Road, #203
San Jose, CA 95134, USA
Email: info@errna.com
Phone: +1-855-673-0247

15. Frequently Asked Questions

These terms cover the legal relationship for all services provided by Errna. They work together with a specific Statement of Work (SOW) for your project, which details the exact scope, timeline, and costs. These terms provide the foundational legal framework for our partnership.

You do. Upon full and final payment for a project, you gain complete ownership of the custom work product (the "Deliverables") we created specifically for you. We retain ownership only of our pre-existing tools and general methodologies used to build it.

Payment terms are detailed in your specific SOW or invoice. Generally, invoices are due upon receipt. We reserve the right to charge late fees on payments overdue by 30 days and may suspend work on overdue accounts until payment is made.

We take confidentiality very seriously. Both parties are legally bound by the confidentiality clause (Section 7) to protect all non-public information shared during the project. We will not disclose your sensitive business or technical information to any third party without your consent.

Either party can terminate the agreement with 30 days' written notice. Termination can be immediate in cases of a material breach of the terms that isn't resolved. Upon termination, you are responsible for payment for all work completed up to that point.

Our agreement is governed by the laws of the State of California. Any legal disputes will be handled exclusively by the state or federal courts located in Santa Clara County, California, as outlined in Section 12.