1. Acceptance of Terms

Welcome to Errna.com ("Errna", "we", "us", or "our"), a service of Cyber Infrastructure LLC. These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you", "your") and Errna, governing your access to and use of our website, software, and services (collectively, the "Services").

By accessing our website, engaging our services, or signing a Statement of Work (SOW) that references these Terms, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree with these Terms, you must not access or use our Services.

If you are using the Services on behalf of an organization or entity, you represent and warrant that you have the authority to bind that entity to these Terms, and in that case, "you" and "your" will refer to that entity.

2. Description of Services

Errna provides a comprehensive suite of AI-enabled custom software development, technology consulting, and IT outsourcing services. This includes, but is not limited to, blockchain and cryptocurrency development, staff augmentation, enterprise solution implementation, application development, and digital marketing. The specific scope, deliverables, timelines, and fees for any project will be detailed in a separate, mutually executed Statement of Work ("SOW") or project agreement. Each SOW shall be incorporated into and form a part of these Terms.

3. User Accounts & Responsibilities

3.1. Client Obligations

To ensure a successful partnership, you agree to:

  • Provide timely and accurate information, data, and materials necessary for the performance of the Services.
  • Appoint a primary contact person authorized to make decisions and provide approvals on your behalf.
  • Cooperate reasonably with our team and provide timely feedback and access to necessary personnel or systems.
  • Comply with all applicable laws and regulations in connection with your use of the Services and any deliverables.

3.2. Prohibited Use

You agree not to use our Services for any unlawful purpose or in any way that could damage, disable, overburden, or impair our servers or networks. You shall not use the Services to develop or support any application or project related to illegal activities, including but not limited to money laundering, terrorist financing, or other illicit financial operations.

4. Payment, Fees, and Refunds

Fees for our Services will be set forth in the applicable SOW. Unless otherwise specified, all fees are quoted in U.S. Dollars. You agree to pay all invoices within the timeframe specified in the SOW. Late payments may be subject to interest charges at a rate of 1.5% per month or the highest rate permitted by law, whichever is lower.

Due to the nature of our services, payments are generally non-refundable once work has commenced. Any specific refund policies or trial period conditions (e.g., a paid 2-week trial) will be explicitly defined in the SOW. All taxes, duties, and governmental charges related to the Services shall be your responsibility, excluding taxes based on our net income.

5. Intellectual Property Rights

5.1. Client-Owned IP

Upon full and final payment for the deliverables specified in an SOW, we agree to transfer and assign to you all rights, title, and interest in and to the custom-developed software, code, and other work products created specifically for you ("Deliverables"). You will own the intellectual property of the final, delivered work product.

5.2. Pre-Existing IP and Tools

Notwithstanding the foregoing, we retain all rights, title, and interest in and to our pre-existing intellectual property, including our software, tools, methodologies, frameworks, and know-how used to provide the Services ("Errna IP"). We grant you a non-exclusive, royalty-free, perpetual, worldwide license to use any Errna IP that is incorporated into the Deliverables, solely for the purpose of using and operating the Deliverables for your internal business purposes.

6. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or sensitive information ("Confidential Information") disclosed during the engagement. Confidential Information includes, but is not limited to, business plans, client lists, financial data, trade secrets, and the content of the Deliverables before public launch. Each party agrees to use the same degree of care that it uses to protect its own confidential information, but not less than a reasonable degree of care. This obligation of confidentiality shall survive the termination of this agreement.

7. Term and Termination

The term of this agreement commences upon your acceptance and continues until all SOWs are completed or the agreement is terminated. Either party may terminate this agreement or a specific SOW for cause if the other party commits a material breach and fails to cure such breach within thirty (30) days of receiving written notice. Upon termination, you are obligated to pay for all Services performed and expenses incurred up to the effective date of termination. Provisions that by their nature should survive termination, including but not limited to Confidentiality, Intellectual Property, Limitation of Liability, and Governing Law, shall remain in effect.

8. Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED IN AN SOW, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE." ERNA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ERNA, ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICE.

UNDER NO CIRCUMSTANCES WILL ERNA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO ERNA UNDER THE SPECIFIC SOW GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

10. Indemnification

You agree to defend, indemnify, and hold harmless Errna and 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 Service; (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.

11. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of law principles. Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, shall be determined by arbitration in Lewes, Delaware, before a single arbitrator. The arbitration shall be administered by the American Arbitration Association (AAA) pursuant to its Commercial Arbitration Rules.

12. General Provisions

12.1. Entire Agreement

These Terms, together with any SOWs and our Privacy Policy, constitute the entire agreement between you and Errna and supersede all prior agreements and understandings, whether written or oral.

12.2. Changes to Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

12.3. Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

12.4. Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms due to circumstances beyond its reasonable control, including but not limited to acts of God, war, riot, embargoes, or acts of civil or military authorities.

13. Contact Information

If you have any questions about these Terms of Service, please do not hesitate to contact us. We believe in clear and open communication as the foundation of a strong partnership.

  • Email: info@errna.com
  • Phone: +1-855-673-0247 (Toll-Free)
  • Mailing Address: Cyber Infrastructure LLC, 16192 Coastal Highway, Lewes, County of Sussex, Delaware 19958, USA.

Frequently Asked Questions

In simple terms, what do these Terms cover?

These Terms are the foundational rules of our working relationship. They cover your responsibilities as a client, our obligations as a service provider, and crucial aspects like payment, ownership of the final product (intellectual property), confidentiality, and how we handle disagreements. Think of it as the blueprint for a fair and transparent partnership.

Who owns the intellectual property (IP) of the project you build for us?

You do. Once the project is paid for in full, you own the IP for all the custom code and specific deliverables we create for you. We retain ownership only of our pre-existing tools and frameworks that we might use to build your project, and we grant you a lifetime license to use them as part of your deliverable.

What is your confidentiality policy?

We treat your project details and business information with the strictest confidence. Both parties are legally bound by a confidentiality clause (Section 6) to not disclose any sensitive information shared during the project. This protection lasts even after our engagement ends.

What happens if we need to change the project scope?

Changes in project scope are common. We handle them through a formal change request process. Any changes that affect the timeline, deliverables, or cost will be documented in an amendment to the Statement of Work (SOW) and must be approved by both parties before implementation. This ensures clarity and prevents unexpected costs or delays.