Terms of Service — Gatekeeper

These Terms of Service (“Terms”) are a binding agreement between you (“you,” “Customer”) and 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 upload third-party API keys and secrets (“Credentials”) and transmit data through the Service (“Customer Content”). You represent and warrant that you are authorized to use and disclose your Credentials and Customer Content and that doing so does not violate any law or third-party right. You grant us a limited license to store, process, and transmit your Credentials and Customer Content solely to operate the Service for you. We encrypt stored Credentials at rest, but no method of storage or transmission is perfectly secure, and you accept the residual risk of providing Credentials to any hosted service.

4. Third-Party Services & Charges

Your use of any upstream API is governed by that provider’s own terms, and you are solely responsible for complying with them. All usage charges, fees, and overages incurred on your Credentials with any third-party provider are your sole responsibility, including charges resulting from your configuration, your applications, automated loops, or unauthorized access to your keys. We are not liable for third-party outputs, availability, billing, suspension, or changes.

5. Acceptable Use

You may not, and may not permit anyone to: (a) violate any law or third-party right; (b) generate or transmit unlawful, harmful, infringing, or abusive content; (c) attempt to access data or tenants that are not yours, probe, or circumvent security, rate limits, or budget controls; (d) use the Service to attack, overload, or proxy traffic to systems you are not authorized to access (including via the REST gateway); (e) reverse engineer or resell the Service without our written permission; or (f) transmit malware or sensitive data you are not permitted to process. We may investigate and remove content or suspend access for suspected violations.

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 cancelled. You authorize us and our payment processor to charge your payment method for all applicable fees and taxes. Fees are non-refundable except where required by law; cancelling stops future renewals but does not refund the current period. We may change prices or plan limits with reasonable prior notice effective at your next billing cycle. We may suspend or downgrade 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 immediately for breach of these Terms, suspected abuse, non-payment, or to comply with law or protect the Service. You may stop using the Service at any time. On termination, your right to use the Service ceases and we may delete your data and Credentials after a reasonable period. 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

Nextera Consulting — consulting.nextera@gmail.com