Terms of Service — Gatekeeper

These Terms of Service (“Terms”) are a binding agreement between you (“you,” “Customer”) and Sol King Inc. d/b/a Nextera Consulting (“Nextera,” “we,” “us”) governing your use of Gatekeeper (the “Service”). Please read them carefully — they include a disclaimer of warranties, a limitation of liability, an indemnity, and a governing-law and venue provision.

1. Acceptance & Eligibility

By accessing or using the Service, or by clicking to accept, you agree to these Terms. If you use the Service on behalf of an organization, you represent that you are authorized to bind that organization. You must be at least 18 and able to form a binding contract. If you do not agree, do not use the Service.

2. The Service

Gatekeeper is an API gateway that sits between your applications and third-party APIs — including AI providers (e.g. OpenAI, Anthropic, OpenAI-compatible endpoints) and other REST services you register. It provides credential vaulting, authentication, rate limiting, budget and quota enforcement, and request logging. The Service is a conduit; we do not control, endorse, or assume responsibility for any third-party API you route through it.

3. Customer Credentials & Content

You may provide third-party API keys and secrets (“Credentials”) and send data through the Service (“Customer Content”). You are responsible for the Credentials you provide, including choosing authorized keys, keeping them confidential, monitoring their use, and promptly revoking or rotating them if exposed. You represent that you have authority and all rights and permissions needed to provide the Credentials and Customer Content and to have them processed and sent to the upstream service you select. You authorize Nextera to store Credentials and route Customer Content as needed to operate the Service. Saved Credentials are encrypted at rest in the application database and decrypted server-side when used. Do not submit or route protected health information (PHI), including information subject to HIPAA, through Gatekeeper. No method of storage or transmission is perfectly secure.

4. Third-Party Services & Charges

Gatekeeper sends routed Customer Content to the third-party API or service you configure. That provider’s terms and privacy practices apply to its handling of the request; Nextera does not control or make promises about a provider’s data retention, model training, confidentiality, outputs, availability, billing, or changes. You are responsible for reviewing the provider’s terms and for all usage charges, fees, and overages incurred under your Credentials, including charges caused by your configuration, applications, automated loops, or unauthorized use of your keys. Gatekeeper subscription fees are separate from third-party provider charges.

5. Acceptable Use

You may not, and may not permit anyone to: (a) violate law or another party’s rights; (b) use the Service to generate or transmit unlawful, harmful, infringing, or abusive material; (c) access another person’s data or tenant, probe the Service, or circumvent security, rate limits, budget controls, or quotas; (d) attack, overload, or route traffic to a system you are not authorized to access; (e) transmit malware; (f) submit PHI or other data you are not authorized to process; or (g) reverse engineer or resell the Service without written permission. We may investigate suspected violations and suspend or terminate access as described below.

6. Account Security

You are responsible for safeguarding your account credentials, gateway keys, and Credentials, and for all activity under your account. Notify us immediately at consulting.nextera@gmail.com of any suspected compromise. We are not liable for losses arising from your failure to secure your credentials.

7. Fees, Subscriptions & Refunds

Paid plans are billed in advance on a recurring monthly basis and automatically renew until canceled. You authorize Stripe, our payment processor, to charge your payment method for applicable fees and taxes. Fees are non-refundable except where required by law or expressly stated in the Cancellation & Refund Policy. Canceling renewal stops future charges but does not by itself refund the current period. Deleting your Gatekeeper account triggers immediate cancellation of its linked subscription and ends Gatekeeper access; this is different from canceling renewal through the billing portal, where access may continue through the paid period. We may change prices or plan limits with reasonable prior notice effective at a future billing cycle. We may suspend or limit access for failed or overdue payment.

8. Availability; No SLA

The Service is provided on an “as available” basis. Unless a separate written service-level agreement is signed, we do not guarantee any uptime, throughput, or that the Service will be uninterrupted, timely, secure, or error-free. We may modify, suspend, or discontinue features at any time.

9. Disclaimer of Warranties

The Service is provided “as is” and “as available,” without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant the accuracy, completeness, security, or reliability of the Service or of any third-party API routed through it.

10. Limitation of Liability

To the maximum extent permitted by law, Nextera will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or for any third-party API charges, however caused and under any theory of liability. Our total aggregate liability arising out of or related to the Service will not exceed the greater of (a) the fees you paid us in the twelve (12) months before the event giving rise to the claim, or (b) USD $100.

11. Indemnification

You will defend, indemnify, and hold harmless Nextera and its owners and agents from any claim, loss, liability, or expense (including reasonable legal fees) arising out of or related to your Customer Content or Credentials, your use of the Service, your violation of these Terms or any law, or your infringement of any third-party right.

12. Suspension & Termination

We may suspend or terminate your access for breach of these Terms, suspected abuse, non-payment, legal requirements, or to protect the Service or others. You may stop using the Service at any time. On termination, your right to use the Service ceases. Data deletion and retention are described in the Privacy Policy. Sections 3–5 and 9–16 survive termination.

13. Intellectual Property

The Service, including its software, design, and trademarks, is owned by Nextera and protected by law. We grant you a limited, non-exclusive, non-transferable, revocable right to use the Service per these Terms. You retain all rights to your Customer Content and Credentials.

14. Changes

We may update these Terms or the Service. Material changes will be posted with an updated effective date; continued use after changes take effect constitutes acceptance.

15. Governing Law & Dispute Resolution

These Terms are governed by the laws of the State of Illinois, USA, without regard to conflict-of-laws rules. The exclusive venue for any dispute is the state or federal courts located in Cook County, Illinois, and you consent to their jurisdiction. Before filing, the parties will attempt in good faith to resolve any dispute by contacting consulting.nextera@gmail.com. Any claim must be brought within one (1) year of accrual.

16. General

These Terms (with the Privacy Policy) are the entire agreement between us and supersede prior agreements. If any provision is unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. Neither party is liable for delays or failures caused by events beyond its reasonable control (force majeure).

17. Contact

Sol King Inc. d/b/a Nextera Consulting — consulting.nextera@gmail.com