Terms of Service

By accessing and using Miami Web AI services, you agree to these terms which govern our professional relationship and project engagements.

Last updated: November 13, 2025

These Terms of Service (the "Terms") govern your access to and use of the websites, services, and offerings provided by Miami Web AI, an AI systems and automation division of Nuko Nova Dynamics LLC, a Florida limited liability company ("Miami Web AI", "we", "us", or "our").

By accessing or using our website, engaging our services, or signing any proposal, order form, or Statement of Work that references these Terms, you agree to be bound by these Terms.

If you do not agree to these Terms, do not use our website or services.

These Terms are intended primarily for business and professional customers. If you are a consumer or are unsure how these Terms apply to you, contact us before proceeding.

1. RELATIONSHIP WITH CONTRACTS AND SOWS

From time to time we may enter into a separate written agreement, master services agreement, order form, or Statement of Work with you (each, a "Contract").

If there is any conflict between these Terms and a Contract that is signed by both parties, the Contract will govern and will prevail for the specific project or services covered by it.

These Terms apply to any use of our website and to any services that are not expressly covered by a separate Contract.

Nothing in these Terms is intended to expand your refund, cancellation, or other rights beyond what is provided in a Contract or required by applicable law.

You should review both these Terms and any applicable Contract carefully.

2. OUR SERVICES

Miami Web AI provides digital and professional services, which may include:

AI automation strategy, design, and implementation
AI voice agent design and deployment
Web design and development
API and tool integrations
Workflow optimization, consulting, and related advisory services
Ongoing support, maintenance, and subscription based services

The specific services we provide to you, along with pricing, deliverables, and timelines, will be described in a Contract, proposal, order form, plan description, or on the relevant pricing page.

We may modify, suspend, or discontinue any service at any time, in whole or in part. For paid customers, we will use reasonable efforts to provide notice if a change materially reduces core functionality of a service you are actively using.

We do not provide legal, tax, accounting, financial, or investment advice. You are responsible for obtaining your own professional advice before relying on outputs from our services for those purposes.

3. ELIGIBILITY

To use our services, you represent and warrant that:

You are at least 18 years old, and
You have the authority to enter into these Terms on behalf of yourself or the business or organization you represent.

If you are entering into these Terms on behalf of a business, "you" and "your" refer to that business.

4. ACCOUNTS AND ACCESS

Some services may require an account or access to your existing systems and tools.

You are responsible for:

Providing accurate and complete information when creating accounts or sharing access
Keeping any login credentials secure
Any activity that occurs under your accounts or through integrations you authorize

If you believe your account or access credentials have been compromised, you must notify us promptly.

We may suspend or terminate access to services if we reasonably believe there is a risk of unauthorized access, misuse, fraud, or violation of these Terms.

5. PROPOSALS, ORDERS, AND CHANGES IN SCOPE

Any proposal, order, or SOW we issue is based on the information available at that time.

You acknowledge that:

Estimates, timelines, and pricing may change if the scope changes, your requirements change, or new information emerges
Changes in scope, timeline, or requirements may result in change orders, additional fees, or revised delivery dates

We will communicate material scope changes and any associated adjustments in writing, which may be by email, and will proceed only with your approval.

6. FEES, PAYMENT, AND TAXES

6.1 FEES AND BILLING

You agree to pay all fees described in the applicable Contract, proposal, plan description, or order page.

Unless stated otherwise:

Fees for one time projects are billed according to the milestones or schedule in the Contract or proposal
Subscription and ongoing service fees are billed in advance for each billing period
All prices are in United States Dollars (USD)

6.2 PAYMENT METHODS

We use third party payment processors such as Stripe to handle card payments and related billing operations.

By providing a payment method, you authorize us and our payment processors to charge that method for all applicable fees and any taxes.

You represent that you are authorized to use the payment method you provide.

6.3 AUTOMATIC RENEWALS

If you purchase a subscription or ongoing plan:

Your plan will automatically renew at the end of each billing period at the then current rate, unless you cancel in accordance with our Refunds and Cancellations Policy or your Contract
You authorize automatic charges recurring each billing period until you cancel
You can cancel in the customer portal, if available, or by contacting us using the methods described in our Refunds and Cancellations Policy.

6.4 TAXES

Fees are exclusive of any taxes, levies, or duties that may be imposed by taxing authorities.

You are responsible for paying any such taxes, other than taxes based on our income, except where we are required to collect and remit them, in which case they will be added to your invoice.

6.5 LATE PAYMENTS

If payment is not received when due:

We may suspend or limit services until your account is current
We may charge interest on overdue amounts at the lesser of 1.5 percent per month or the maximum rate allowed by law
You are responsible for reasonable costs of collection, including legal fees, arising from repeated nonpayment

7. REFUNDS, CANCELLATIONS, AND DISPUTES

Refunds, cancellations, and billing disputes are governed by our Refunds and Cancellations Policy, which is incorporated into these Terms by reference.

In summary:

Deposits and fees for completed milestones are generally non refundable once work has started
Subscription cancellations typically take effect at the end of the current billing period
We ask that you contact us to resolve billing issues directly before initiating a chargeback with your bank

If there is any conflict between these Terms and the Refunds and Cancellations Policy, the more specific document or your signed Contract will control.

8. CLIENT RESPONSIBILITIES

To enable us to deliver services effectively, you agree to:

Provide timely access to information, systems, tools, and personnel needed to perform the work
Provide accurate and complete information about your business, processes, and goals
Review, test, and provide feedback on deliverables within a reasonable time
Use the services in accordance with all applicable laws and regulations

You are responsible for decisions you make based on our work or recommendations and for how you choose to implement any outputs in your business.

You remain solely responsible for your own compliance with laws and regulations that apply to your business, including but not limited to data protection, consumer protection, marketing, financial, employment, and industry specific regulations.

9. THIRD PARTY SERVICES AND DEPENDENCIES

Our services may depend on or integrate with third party platforms such as, for example, Stripe, OpenAI, ElevenLabs, Webflow, hosting providers, CRM systems, and other tools.

You acknowledge that:

These third party services are not controlled by us
Their availability, pricing, features, and terms may change at any time
We are not responsible for outages, changes, or limitations introduced by third parties

You are responsible for maintaining any third party accounts and licenses required for your environment, unless we explicitly agree otherwise in a Contract.

If a third party provider changes its services in a way that materially impacts our ability to perform the work as initially designed, we will work with you in good faith to adjust the approach. This may require additional time or fees.

10. INTELLECTUAL PROPERTY

10.1 OUR PRE EXISTING MATERIALS

We own all rights, title, and interest in and to:

Our pre existing software, tools, frameworks, templates, models, and methods
Any general know how, skills, and ideas that we develop while providing services
The Miami Web AI and Nuko Nova Dynamics names, logos, and brand assets

We may reuse and adapt these materials in work for other clients, provided we do not disclose your confidential information.

10.2 PROJECT DELIVERABLES

Subject to full payment of all fees due for a project, and unless a Contract states otherwise:

You receive a non exclusive, worldwide license to use the final deliverables created specifically for you, such as site designs, flows, prompts, and configurations, in your business for the purposes described in the Contract
You own your own data, content, and branding that you provide to us
We retain ownership of our underlying tools, components, and pre existing intellectual property, even if used or incorporated in your deliverables. Where necessary, we grant you a license to use these as part of your deliverables.

10.3 PORTFOLIO RIGHTS

Unless you notify us in writing that we must not, you grant us the right to:

Display your name, logo, and a high level description of the work we did for you as part of our portfolio, case studies, or marketing materials
Use non confidential results, such as high level performance improvements, in anonymized form

If your industry requires stricter confidentiality, we can address that in a Contract.

11. AI AND AUTOMATION SPECIFIC TERMS

Our services frequently involve AI systems, automation, and data processing.

You acknowledge that:

AI generated outputs can sometimes be inaccurate, incomplete, or reflect biases in training data
Automations may depend on stable inputs, APIs, and systems which may change over time
It is your responsibility to review and validate AI outputs and automation behavior before relying on them for critical decisions

You must not use our AI related services to:

Violate laws or regulations
Infringe intellectual property rights
Create or distribute harmful, misleading, or fraudulent content

We are not responsible for any decisions or actions you take based on AI outputs or automated workflows that we design or help implement. You remain responsible for how you use these systems in your business and for any consequences of that use.

12. CONFIDENTIALITY

"Confidential Information" means non public information that a reasonable person would understand to be confidential, including business plans, customer data, internal processes, and technical details.

Each party agrees to:

Use the other party's Confidential Information only for the purpose of delivering or receiving services
Take reasonable steps to protect Confidential Information from unauthorized use or disclosure
Share Confidential Information only with personnel and contractors who need to know it and are bound by obligations at least as protective as those in these Terms

Confidential Information does not include information that:

Is or becomes publicly available without breach of this section
Was already lawfully known to the receiving party
Is independently developed by the receiving party without use of the other party's Confidential Information
Is received from a third party who had the right to disclose it

We may disclose Confidential Information if required by law, court order, or regulatory request, provided we are allowed to and we give reasonable notice so the other party can seek protection.

13. DATA PROTECTION AND PRIVACY

Our collection and use of personal data is described in our Privacy Policy, which is incorporated into these Terms by reference.

By using our services, you agree that:

We may process personal data in accordance with our Privacy Policy
You have provided any necessary notices and obtained any necessary consents from individuals whose data you share with us

If our engagement requires a specific data processing agreement, we can incorporate that into a Contract.

You are the controller of personal data that you provide to us or process through systems that we help you configure, and you determine the purposes and means of that processing. We act as a service provider or processor, as those terms may be defined in applicable law, to the extent we handle personal data on your behalf.

14. SECURITY

We use reasonable technical and organizational measures to protect information processed through our systems.

However, no method of transmission or storage is completely secure. To protect your environment, you should:

Use strong passwords and access controls
Limit access to sensitive accounts and systems
Notify us promptly if you suspect a breach or misuse involving credentials used in our work

We are not responsible for security incidents caused by your failure to maintain appropriate safeguards or by vulnerabilities in third party services outside our control.

15. ACCEPTABLE USE

You agree not to use our website or services to:

Violate any applicable law or regulation
Infringe or misappropriate any intellectual property or other rights
Upload or transmit malicious code or harmful content
Engage in fraudulent, deceptive, or misleading activities
Attempt to gain unauthorized access to systems or data

We may monitor for abuse and may suspend or terminate access if we reasonably believe you are violating this section.

16. DISCLAIMERS

To the maximum extent permitted by law, our services are provided "as is" and "as available".

We do not make any guarantees or promises that:

Our services will be uninterrupted, error free, or perfectly secure
You will achieve any particular business outcome, revenue level, or performance improvement
Third party services or platforms we integrate with will remain available, unchanged, or compatible

Any examples of results, case studies, or performance improvements we share are illustrative only and are not guarantees of what you will achieve.

We disclaim all warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, and non infringement, to the fullest extent permitted by law.

Nuko Nova Dynamics LLC
66 W Flagler Street, Suite 900, Miami, FL 33130

Email: hello@miamiweb.ai
Billing: billing@miamiweb.ai