Legal

Online Service Terms.

Version: May 15, 2026. These Terms supersede prior versions for online purchases on or after this date. Conformed to NED’s standard Professional Services Agreement.

1. Parties & Acceptance

These Online Service Terms (“Terms”) form a binding agreement between New Energy Diligence, Inc., a Delaware corporation with offices at 741 Bamboo Terrace, San Rafael, California 94903 (“NED” or “Provider”), and the individual or entity that purchases a Service through the NED website on its own behalf or on behalf of an organization (“Customer”). If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization.

Acceptance occurs upon the earlier of (a) clicking a checkbox or button indicating agreement, (b) completing payment, or (c) booking a paid session. These Terms apply only to Services purchased self-serve through the NED website. They do not apply to any engagement documented by a separately executed Engagement Letter, Statement of Work, or Professional Services Agreement; those engagements are governed exclusively by their own commercial terms together with NED’s Fee Schedule & Rate Card. If a separately executed agreement applies, it supersedes these Terms entirely for that engagement.

2. Scope of Services

NED makes certain products and services available for self-serve purchase through the website (each, a “Service”). The scope, deliverables, fees, included session hours (if any), turnaround time, and any other Service-specific terms are as described on the relevant product page at the time of purchase. NED may add, modify, or discontinue Services from time to time at its discretion. The version of any product page (and the description shown on it) at the time you completed your purchase governs that purchase.

NED will use commercially reasonable efforts to provide the professional services (collectively, “Services”) and the work product (each, a “Deliverable”) described on the relevant product page. NED will perform the Services with the skill, care, and diligence consistent with generally recognized industry standards for similar services. All Deliverables are reviewed and approved by a qualified NED principal before delivery; Jon Previtali personally reviews every engagement.

3. Customer’s Obligations

You will (a) perform the obligations specified on the product page for the Service you purchased, including timely provision of the materials, data, and information NED reasonably requires to perform the Services (“Customer Materials”); (b) execute any Mutual Non-Disclosure Agreement required for the Service before exchanging confidential materials; (c) provide access to your data and content as necessary for NED’s timely performance; and (d) provide all reasonable cooperation NED requests to perform the Services.

NED is not responsible for any late delivery or failure to perform caused by your delay or failure to perform your obligations under these Terms. In such an event, NED may extend due dates as reasonably necessary upon written notice to you. The foregoing is in addition to, and not in lieu of, all other remedies NED may have.

4. Fees & Payment

Fees are the amounts shown at checkout. Each fee covers the scope described on the relevant product page for the named Service. NED may use artificial intelligence tools to assist in performing the Services (see Section 8). All fees are in U.S. dollars and exclusive of any sales, use, excise, and similar taxes; you are responsible for paying all such taxes other than taxes on NED’s income.

Book and Pay. Payment is captured at the time you book your sessions through the website’s integrated booking-and-payment checkout. Payment methods are those supported by that checkout at the time of purchase.

Invoice Me. Payment is made through a hosted invoice checkout that captures billing details, including a Purchase Order number where applicable, and a system-generated invoice PDF is delivered to you after payment. Payment methods are those supported by that checkout at the time of purchase, which may include card, bank-funded payment options, and bank transfer. Where supported and selected, bank-debit and bank-transfer payments may take several business days to settle; work begins as soon as you provide materials and execute the NDA, and we do not wait for funds to settle. If a payment is reversed, charged back, or otherwise fails to clear, all amounts remain due and NED reserves all rights to recover them. Late payments accrue a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less, plus costs of collection.

Except as expressly provided in Section 9, fees paid to NED are non-refundable. Where a product page indicates that fees paid for one Service are credited toward a subsequent Service, that credit is a credit against future Services and is not refundable as cash.

5. Deliverable Acceptance

You will have ten (10) business days following receipt of each Deliverable (the “Review Period”) to review the Deliverable for material conformance with the description set forth on the applicable product page. If you determine that a Deliverable materially fails to conform, you will deliver a written notice to NED specifying in reasonable detail the manner in which the Deliverable materially fails to conform (a “Review Notice”). If you do not deliver a Review Notice within the Review Period, the Deliverable shall be deemed accepted. NED will have fifteen (15) business days following receipt of a Review Notice to remedy the identified non-conformance and resubmit the Deliverable. Acceptance shall not be unreasonably withheld, conditioned, or delayed. For Services that include live working or feedback sessions, sessions used as scheduled are deemed accepted upon the conclusion of each session.

6. Intellectual Property

6.1 Deliverables

You are and will be the sole and exclusive owner of all right, title, and interest in and to all Deliverables, including all intellectual property rights of any kind, including patents, copyrights, trade secrets, trademarks, know-how, moral rights, rights of privacy and publicity, and any applications, continuations, or registrations with respect to any of the foregoing, under the laws of any jurisdiction (“Intellectual Property Rights”). NED hereby assigns, transfers, and conveys to you, irrevocably and in perpetuity, all right, title, and interest in and to the Deliverables, including all Intellectual Property Rights therein, and irrevocably waives any claims to so-called “moral rights” with respect to the Deliverables.

NED and its licensors retain all right, title, and interest in and to (a) any intellectual property owned or licensed by NED before commencing the Services or independent of these Terms (“Pre-Existing Intellectual Property”) and any content not proprietary to NED (“Third Party Materials”), and (b) any improvements, modifications, or derivatives thereof. To the extent any Pre-Existing Intellectual Property is incorporated into a Deliverable, NED grants you a non-exclusive, worldwide, royalty-free, perpetual license to use it solely in connection with the Deliverable.

6.2 Customer Materials

As between the parties, you retain all right, title, and interest in and to all Customer Materials. You grant NED a non-exclusive, worldwide, irrevocable, fully paid-up, royalty-free license to use, copy, store, transmit, modify, and display the Customer Materials solely to: (a) provide the Services; and (b) perform such other actions as you authorize in writing (email to suffice).

6.3 De-identified Data

If you approve in writing (email to suffice), NED may create and use de-identified data related to the Customer Materials to improve NED’s products and services, provided such data does not identify you or include any personally identifiable information.

6.4 Third Party Materials

Deliverables that include Third Party Materials are provided pursuant to the terms of the applicable third-party license agreement. You will comply with all such third-party license agreements.

7. Confidentiality

Definition. “Confidential Information” means information disclosed by one party to the other that is marked as confidential or proprietary or that ought reasonably to be understood as confidential given the nature of the information and the circumstances of disclosure. The terms and conditions of any engagement under these Terms (including fees and pricing) shall be deemed NED’s Confidential Information. Confidential Information does not include information that the recipient already lawfully knew, that becomes public through no fault of the recipient, that was independently developed by the recipient without use of Confidential Information, or that was rightfully obtained from a third party without restriction.

Obligations. The recipient agrees not to disclose Confidential Information except to its affiliates, employees, contractors, and agents who need to know it and have agreed in writing to keep it confidential, and only to exercise the recipient’s rights and fulfill its obligations under these Terms, while using at least a reasonable degree of care to protect it. The recipient may also disclose Confidential Information to the extent required by law after providing reasonable notice to the discloser and cooperating to obtain confidential treatment. The recipient’s obligations with respect to Confidential Information expire five (5) years from the date of disclosure, except that obligations with respect to trade secrets remain in effect until such trade secrets are no longer protected as such under applicable law.

A separate Mutual Non-Disclosure Agreement is required only to maintain confidentiality of disclosures made in advance of, or separately from, your acceptance of these Terms (for example, during exploratory discussions before purchase, or for engagements not governed by these Terms). Once you have accepted these Terms in connection with a Service purchased through the website, the confidentiality obligations in this Section and the AI-specific protections in Section 8 apply directly to your engagement, and a separate NDA is not required for that engagement. Where a separate NDA is executed, that NDA governs in the event of any conflict with this Section.

8. Use of Artificial Intelligence

NED may use artificial intelligence and machine-learning tools, including Anthropic’s Claude, to assist in performing the Services. You acknowledge that AI-generated output may not be unique, may be inaccurate, or may not accurately reflect reality, and you must evaluate the accuracy of any output as appropriate for your use case, including by using human review. NED shall not be liable for any damages arising from reliance on AI-generated output.

NED maintains commercially reasonable practices to identify and manage risks associated with the Services, including review of all Deliverables by a qualified principal prior to delivery. Where Services involve the use of machine-learning or AI-assisted tools, all Deliverables will be reviewed and approved by a qualified human reviewer before delivery to you. NED’s risk-management practices do not guarantee any particular outcome, and you retain sole responsibility for decisions made in reliance on the Deliverables, consistent with Section 9.4.

NED may process your Confidential Information using AI or machine-learning tools solely for the engagement, provided that the tools’ terms prohibit training on, or retention of, inputs and outputs beyond the active processing session. NED remains fully responsible for any such tool, and all confidentiality obligations under Section 7 apply to inputs and outputs.

NED will not use your Confidential Information to train, fine-tune, or benchmark any AI or machine-learning model. Any outputs or derivatives generated from your Confidential Information shall be deemed your Confidential Information.

9. Representations & Warranties

9.1 Mutual Representations and Warranties

Each party represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction; (b) it has the full right, power, and authority to enter into these Terms; (c) the execution of these Terms has been duly authorized by all necessary organizational action; and (d) these Terms constitute the legal, valid, and binding obligation of such party, enforceable in accordance with their terms.

9.2 Additional Customer Representations

You represent, warrant, and covenant that you own or have the necessary rights in and relating to the Customer Materials so that, as received by NED and used in accordance with these Terms, they do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights of any third party or violate any applicable law.

9.3 Limited Warranty

NED warrants that the Services will be performed in a professional and workmanlike manner consistent with generally recognized industry standards for similar services. This is your sole and exclusive warranty with respect to the Services and Deliverables. If you believe NED has failed to meet this standard, you must notify NED in writing within thirty (30) days of delivery of the applicable Deliverable, specifying the alleged deficiency in reasonable detail. NED’s sole obligation, and your sole and exclusive remedy, for any claim arising out of or relating to these Terms, the Services, or any Deliverable (whether in contract, tort, negligence, strict liability, or otherwise) shall be re-performance of the deficient Services at no additional charge. NED shall have sixty (60) days from receipt of your written notice to cure the deficiency. If NED is unable to cure within such period, your sole additional remedy shall be to terminate the engagement upon written notice; all fees paid to NED on or before the termination date shall be non-refundable, and you expressly waive any right to a refund, credit, setoff, or other recovery of any amounts previously paid to NED. In no event shall NED be liable for any damages beyond the remedies expressly set forth in this Section.

The foregoing warranty and remedies do not apply to any deficiency caused by: (i) your failure to perform your obligations under these Terms; (ii) misuse of or unauthorized modifications to any Deliverable; (iii) use of any Deliverable in combination with products, materials, or services not provided by NED; or (iv) your failure to implement NED’s recommendations or to follow NED’s reasonable instructions.

9.4 Disclaimer of Warranties

Except for the express warranties set forth in these Terms, all Services, Pre-Existing Intellectual Property, and Deliverables are provided “as is” and NED disclaims all warranties, whether express, implied, statutory, or other, including all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Customer acknowledges that NED may use machine learning to provide the Services and generate certain content; due to the nature of machine learning, output may not be unique, may be inaccurate, or may not accurately reflect reality. Customer must evaluate the accuracy of any output as appropriate for its use case, including by using human review. NED shall not be liable for any damages arising from reliance on AI-generated output.

10. Indemnification & Liability

10.1 Indemnification

Each party shall indemnify, defend, and hold harmless the other party from and against any and all claims, costs, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or in connection with any third-party claim arising from: (a) the indemnifying party’s violation of any laws, regulations, or rights relating to its materials or deliverables; (b) the indemnifying party’s breach of Section 9.1 or Section 9.2; or (c) with respect to Customer as the indemnifying party, any action taken or not taken by Customer based upon use of the Deliverables. This indemnification is subject to the indemnifying party receiving prompt written notice of the claim, having the exclusive right to control the defense or settlement, and receiving all reasonable cooperation from the other party.

10.2 Limitation of Liability

Except with respect to either party’s obligations under Section 7 (Confidentiality) or Section 10.1 (Indemnification), neither party will be liable for indirect, special, incidental, punitive, exemplary, or consequential damages (including loss of profits, loss of revenue, loss of data, loss of business opportunities, or diminution in value) whether in contract, tort, or otherwise, even if advised of the possibility of such damages. Notwithstanding anything to the contrary in these Terms, Customer’s sole and exclusive remedy for any claim arising out of or relating to these Terms, the Services, or any Deliverable shall be limited to the remedies expressly set forth in Section 9.3 (Limited Warranty). Customer expressly waives any right to seek damages of any kind beyond such remedies. The parties acknowledge that the limitations set forth in this Section 10.2 and Section 9.3 reflect a fair allocation of risk and form an essential basis of the bargain between the parties.

10.3 Risk Management; AI Output

NED maintains commercially reasonable practices to identify and manage risks associated with the Services, including review of all Deliverables by a qualified principal prior to delivery. Where Services involve the use of machine learning or AI-assisted tools, all Deliverables will be reviewed and approved by a qualified human reviewer before delivery. You acknowledge that NED’s risk-management practices do not guarantee any particular outcome and that you retain sole responsibility for decisions made in reliance on the Deliverables, consistent with Section 9.4.

11. Change Management

Any modification to the scope, fees, or timeline of an engagement under these Terms must be agreed in writing by both parties before NED performs additional work. NED will not perform out-of-scope work without written approval. For substantial scope additions, the parties will typically transition the engagement to a separately executed Engagement Letter, at which point that Engagement Letter governs the remainder of the work (see Section 1).

12. Term & Termination

Commencement. An engagement under these Terms commences upon the earlier of payment receipt or execution of a Mutual Non-Disclosure Agreement, whichever occurs first, and continues until the agreed Deliverables have been delivered and accepted under Section 5, and any included feedback hours or working sessions have been used or have elapsed.

Termination. An engagement may be terminated (a) immediately upon written notice by NED if you fail to pay any fees when due and such failure continues more than ten (10) days after NED’s written notice; (b) immediately upon written notice to the other party if the other party materially breaches these Terms and such breach remains uncured thirty (30) days after written notice; or (c) immediately upon written notice if the other party makes any assignment for the benefit of creditors, becomes insolvent, or is subject to any bankruptcy or insolvency proceeding not dismissed within ninety (90) days.

Effect of Termination. Upon any expiration or termination, each party will return or destroy the other party’s Confidential Information. Termination is not an exclusive remedy and the exercise of any remedy will be without prejudice to any other remedies available under these Terms, by law, or otherwise. All fees paid to NED on or before the termination date are non-refundable.

Surviving Terms. The following provisions survive expiration or termination: fees and payment terms (Section 4), intellectual property (Section 6), confidentiality (Section 7), use of artificial intelligence (Section 8), representations and warranties (Section 9), indemnification and liability (Section 10), governing law and disputes (Section 14), miscellaneous (Section 15), and any other provision that by its nature should survive.

13. Force Majeure

Neither party shall be liable for any delay or failure to perform any obligation under these Terms (except for a failure to pay fees) due to any cause beyond its reasonable control, including acts of terrorism, strikes, war, power outages, cyber-attacks, floods, fire, or failure of telecommunications or data networks. The affected party will give written notice to the other party promptly upon the occurrence of such event, and performance will be extended for the period of the delay. If a force majeure event continues for more than ninety (90) days, either party may terminate the affected engagement upon written notice. Fees for Services performed or in progress prior to a force majeure event are earned and non-refundable. Prepaid fees for Services not yet commenced shall be refunded within thirty (30) days if the engagement is terminated pursuant to this Section.

14. Governing Law & Disputes

These Terms shall be governed by the laws of the State of California without regard to conflicts of laws provisions. Any dispute arising out of or relating to these Terms or any engagement under them shall be finally settled in binding arbitration administered by JAMS in San Francisco, California, in accordance with its Comprehensive Arbitration Rules and Procedures. Claims for injunctive or equitable relief or claims regarding intellectual property rights will be brought in a Federal or State court in San Francisco County, California, and each party submits to personal jurisdiction therein.

15. Miscellaneous

15.1 Assignment

Neither party may assign these Terms or any of its rights or obligations hereunder without the advance written consent of the other party, except that either party may assign these Terms without consent in connection with a merger, reorganization, acquisition, or transfer of all or substantially all of such party’s assets or voting securities.

15.2 Publicity

Neither party may use the other party’s name, logos, or trademarks without prior written approval in each case. NED may not include your name in any customer list, case study, or marketing material without your prior written approval.

15.3 Subcontractors

NED may use subcontractors for performance of Services, provided that NED remains responsible for such subcontractors’ compliance with the terms of these Terms. Confidentiality obligations under Section 7 flow down to any subcontractor engaged by NED.

15.4 Third Party Beneficiaries

These Terms are for the sole benefit of the parties and their respective successors and permitted assigns and nothing herein is intended to confer upon any third party any legal or equitable right, benefit, or remedy.

15.5 Notices

All notices under these Terms will be in writing and delivered to NED at the address in Section 16 or to you at the email address associated with your purchase. Notices will be deemed duly given when received if personally delivered; after twelve (12) hours if sent via email; the day after being sent if sent for next-day delivery by recognized overnight delivery service; or upon receipt if sent by certified or registered mail.

15.6 Amendments; Waivers

No supplement, modification, or amendment of these Terms with respect to a completed purchase shall be binding unless executed in writing by a duly authorized representative of each party. No waiver will be implied from conduct or failure to enforce rights. NED may update these Terms from time to time as they apply to future purchases; the version of these Terms in effect at the time you completed your purchase governs that purchase.

15.7 Severability

If any provision of these Terms is held invalid, illegal, or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect.

15.8 Counterparts; Electronic Acceptance

Electronic signatures and clickwrap or browse-wrap acceptance mechanisms are effective and binding to the fullest extent permitted by law, including the federal Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Uniform Electronic Transactions Act (UETA).

15.9 No Effect of Pre-Printed Forms

Any pre-printed terms, conditions, or other provisions appearing on purchase orders, vendor onboarding forms, accounts-payable portals, invoices, or other documents issued by you (or your accounts-payable systems or vendors) are for your administrative convenience only and have no force or effect on these Terms or on any engagement under them. These Terms (together with any separately executed Mutual Non-Disclosure Agreement) constitute the complete agreement between the parties for an online purchase and supersede all such pre-printed terms.

15.10 Entire Agreement; Relationship

These Terms, together with any Mutual NDA executed by the parties for a specific engagement, constitute the complete agreement between the parties with respect to an online purchase and supersede all prior and contemporaneous agreements with respect to the subject matter hereof. As stated in Section 1, a separately executed Engagement Letter, Statement of Work, or Professional Services Agreement supersedes these Terms entirely for that engagement. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties.

16. Contact

Questions about these Terms, including notices, requests, and consents, should be directed to:

These Online Service Terms apply only to products and services purchased self-serve through the NED website and are conformed to NED’s standard Professional Services Agreement. For retainer engagements, hybrid arrangements, success-fee transaction work, advisory arrangements, board service, or any other engagement that is not purchased self-serve, the parties execute a separate Engagement Letter or Professional Services Agreement together with NED’s Fee Schedule & Rate Card.