Terms of Service

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.

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.

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.

Where our technology enables financial data processing, creditworthiness signals, or underwriting support for our customers, we provide the technology and infrastructure only. We do not make credit decisions, issue loans, act as a consumer reporting agency, or provide regulated financial services. Our customers are solely responsible for any lending, underwriting, or financial decisions made using our technology.

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.

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.

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.

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.

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.

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.

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.

"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.

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.

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.

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.

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.

Cap on liability. To the maximum extent permitted by applicable law, the total aggregate liability of Miami Web AI and Nuko Nova Dynamics LLC, and our officers, directors, employees, contractors, and affiliates, arising out of or relating to these Terms, any Contract, or your use of our services, whether in contract, tort (including negligence), strict liability, or any other legal theory, shall not exceed the greater of: (a) one hundred US dollars ($100), or (b) the total fees you actually paid to us under the specific Contract giving rise to the claim during the three (3) months immediately preceding the first event giving rise to the claim.

Exclusion of consequential damages. In no event shall Miami Web AI be liable for any indirect, incidental, special, consequential, exemplary, punitive, or enhanced damages, including without limitation damages for lost profits, lost revenues, lost business opportunities, lost data, loss of goodwill, or business interruption, even if we have been advised of the possibility of such damages and even if any remedy fails of its essential purpose.

Essential basis of the bargain. You acknowledge that the fees charged for our services reflect the allocation of risk in these Terms, and that without the limitations in this section, the fees would be substantially higher or we would not offer the services at all. These limitations form an essential basis of the bargain between you and us.

Non-waivable rights. Some jurisdictions do not allow the exclusion or limitation of certain damages. To the extent such exclusions or limitations are prohibited by applicable law, our liability shall be limited to the minimum extent permitted.

Your indemnification of us. You agree to defend, indemnify, and hold harmless Miami Web AI, Nuko Nova Dynamics LLC, and our officers, directors, employees, contractors, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of our services in violation of these Terms or applicable law
• Content, data, or materials you provide to us or upload through our services
• Your breach of any representation, warranty, or obligation in these Terms or any Contract
• Your violation of any third-party right, including intellectual property, privacy, or publicity rights
• Any claims by your customers, users, employees, or third parties arising out of your use of our services
• Your failure to comply with any laws or regulations applicable to your business

Our indemnification of you. We agree to defend you against third-party claims alleging that the deliverables we create specifically for you, as delivered, infringe a valid US copyright or trademark, and to pay any damages finally awarded, provided you: (i) promptly notify us of the claim; (ii) give us sole control of the defense and settlement; and (iii) reasonably cooperate with us.

This indemnity does not apply to claims arising from: modifications made by anyone other than us; combination of our deliverables with materials we did not provide; content, data, or instructions you provided; use outside the scope of the Contract; or our incorporation of open-source or third-party components (which are governed by their own licenses). This is our sole obligation and your sole remedy for IP infringement claims.

Term. These Terms apply from the date you first use our website or services and continue until terminated in accordance with this section.

Termination for convenience. Either party may terminate these Terms at any time by ceasing use of the services (for you) or by providing notice (for us). Termination of these Terms does not terminate any Contract then in effect; Contracts are terminated according to their own terms.

Termination for cause. Either party may terminate a Contract or these Terms immediately upon written notice if the other party: (a) materially breaches and fails to cure within thirty (30) days of written notice; (b) becomes insolvent, files for bankruptcy, or ceases business operations; or (c) engages in fraud or illegal activity.

Effect of termination. Upon termination, your right to use the services ends. Fees paid for completed work are non-refundable. You remain liable for any amounts owed as of the termination date. You are responsible for exporting your data before termination takes effect; we are not required to retain data beyond the retention periods stated in our Privacy Policy.

Survival. Sections that by their nature should survive termination will survive, including without limitation: Intellectual Property, Confidentiality, Fees and Payment, Disclaimers, Limitation of Liability, Indemnification, Governing Law, Dispute Resolution, and Miscellaneous.

These Terms and any disputes arising out of or relating to them shall be governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict of laws principles.

Subject to §21 (Dispute Resolution), you and we irrevocably agree that any legal action, suit, or proceeding arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in Miami-Dade County, Florida, and both parties consent to the personal jurisdiction and venue of such courts.

Informal resolution first. Before initiating any formal dispute, you agree to contact us at legal@miamiweb.ai with a written description of the dispute and attempt in good faith to resolve it informally for at least thirty (30) days.

Binding arbitration. If informal resolution fails, any dispute arising out of or relating to these Terms or our services that cannot be resolved through negotiation shall be submitted to binding arbitration administered by JAMS in Miami, Florida, in accordance with the JAMS Comprehensive Arbitration Rules and Procedures (or Streamlined Rules, if the amount in controversy is under $250,000). The arbitration shall be conducted in English by a single arbitrator. Judgment upon the award may be entered in any court having jurisdiction.

Class action waiver. You and we agree that any dispute resolution proceeding will be conducted only on an individual basis, and not as a class, consolidated, or representative action. You and we expressly waive any right to bring or participate in any class, collective, or representative action.

Carve-outs. Either party may seek injunctive or equitable relief in court to protect intellectual property or confidential information without first engaging in arbitration. Small claims court remains available for qualifying claims.

Consumer note. If you are a consumer (not acting on behalf of a business), some provisions of this section may not be enforceable in your jurisdiction, in which case they will be limited to the minimum extent permitted by law.

Neither party shall be liable for any failure or delay in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including but not limited to:

• Acts of God, natural disasters, war, terrorism, riots, or civil unrest
• Embargoes, acts of civil or military authorities, fires, floods, or accidents
• Strikes, labor shortages, or transportation failures
• Pandemics, epidemics, or public health emergencies
• Internet or telecommunications outages, power failures, or cyberattacks
• Failures of third-party service providers, including but not limited to hosting providers, backend platforms, payment processors, financial data aggregation providers, AI model providers, and cloud infrastructure providers

The affected party shall notify the other party of the force majeure event and use reasonable efforts to resume performance as soon as possible.

You may not assign or transfer these Terms or any rights or obligations under them, in whole or in part, without our prior written consent. Any purported assignment without consent is void.

We may assign these Terms and any Contract, in whole or in part, to any affiliate, successor, or acquirer of our business or assets, without your consent and without notice.

These Terms bind and benefit the parties and their permitted successors and assigns.

Entire agreement. These Terms, together with any Contract, Privacy Policy, Refunds and Cancellations Policy, and any other policies referenced herein, constitute the entire agreement between you and us regarding the subject matter and supersede all prior or contemporaneous agreements, whether written or oral.

Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable while preserving the original intent.

Waiver. No failure or delay by us in exercising any right under these Terms shall constitute a waiver of that right. Any waiver must be in writing and signed by us to be effective.

Notices. Legal notices to us must be sent to legal@miamiweb.ai and to Nuko Nova Dynamics LLC, 66 W Flagler Street, Suite 900, Miami, FL 33130. Notices to you may be sent to the email or address associated with your account or last provided to us, and are effective upon transmission.

Relationship of parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.

Headings. Headings are for convenience only and do not affect interpretation.

Language. These Terms are written in English. Any translation is for convenience only; the English version governs.

Electronic signatures (E-SIGN consent). You consent to receive communications and agreements from us electronically. Electronic signatures and records have the same legal effect as handwritten signatures and paper records under the US E-SIGN Act and applicable state law.

Export compliance. You represent that you are not located in, under the control of, or a national of any country subject to US trade sanctions, and that you are not on any US government denied-party or sanctions list.

Changes to Terms. We may update these Terms from time to time. Material changes will be posted on this page with an updated "Last updated" date. Your continued use of our services after changes constitutes acceptance. If you do not agree, stop using our services.

These Terms are primarily designed for business and professional customers. If you are a consumer (an individual acting for personal, family, or household purposes, not on behalf of a business) and you use a consumer-facing application operated by Miami Web AI, additional consumer-facing terms may apply to that application and will govern your use of it.

Some provisions of these Terms, including the dispute resolution, limitation of liability, and class action waiver provisions, may be modified or inapplicable for consumers under applicable consumer protection laws. In the event of a conflict between these Terms and mandatory consumer protection laws, the mandatory consumer protection laws shall prevail to the minimum extent necessary.

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