AI Scaling Master Terms & Conditions

These Master Terms & Conditions (the "Master Terms") supplement and are incorporated into any AI Scaling license agreement that references them (the "License Agreement"). Licensees sign the applicable License Agreement, and those signed terms incorporate these Master Terms by reference. This Version 1.1 governs only to the extent it is identified in the applicable signed License Agreement, attached execution packet, or other written commercial documentation delivered for that transaction. If there is any conflict between the License Agreement and these Master Terms, the License Agreement controls.

Part 1: Optional services

Section 1: Developer placement service (optional)

1.1 Service description

AI Scaling may offer an optional developer placement service to help Licensees build their technical teams.

• (a) AI Scaling acts as a staffing and recruitment resource to source, vet, and recommend qualified developers, engineers, and technical personnel.
• (b) Any placed developer becomes an employee or contractor of Licensee, not AI Scaling.
• (c) AI Scaling does not take any ongoing compensation from a placed developer's wages or contractor fees.
• (d) This is a placement service only. AI Scaling does not assume an ongoing employment, contractor, supervision, or delivery relationship with a placed developer after placement.

1.2 Placement availability and included placements

• (a) Whether any developer placement is included in the License Fee depends on the applicable signed License Agreement, order summary, or other written commercial confirmation from AI Scaling.
• (b) If AI Scaling expressly agrees in writing that a first developer placement is included, AI Scaling will provide that placement without a separate placement fee.
• (c) If no written inclusion applies, developer placement is an optional paid service quoted separately by AI Scaling.
• (d) If AI Scaling performs placement services, AI Scaling may source candidates based on Licensee's requirements and job description; conduct initial screening and vetting; present qualified candidates to Licensee for final interview and selection; and facilitate the offer and onboarding process.
• (e) Licensee makes the final hiring decision and remains solely responsible for compensation, benefits, taxes, and worker classification; employment law compliance; management, supervision, onboarding, and performance; and all aspects of the employment or contractor relationship.

1.3 Thirty-day replacement guarantee

• (a) If AI Scaling expressly provides a replacement guarantee for a placement, and Licensee is unsatisfied with the placed developer within thirty (30) days of the developer's start date, AI Scaling will provide one (1) replacement opportunity at no additional placement fee.
• (b) To invoke the replacement guarantee, Licensee must provide written notice within thirty (30) days of the developer's start date; terminate or end the original engagement; and reasonably cooperate in reviewing replacement candidates.
• (c) The replacement guarantee does not apply if the developer was terminated for reasons unrelated to fit or performance; Licensee provided materially inaccurate or incomplete role requirements; or Licensee failed to provide reasonable onboarding, training, or management.

1.4 Additional placements

• (a) After any included placement, or where no included placement applies, Licensee may request additional placements from AI Scaling at separately quoted rates; or use AI Scaling's self-service recruitment systems included in the Licensed System.
• (b) Licensees using self-service recruitment tools remain solely responsible for all aspects of their hiring process and incur no separate placement fee unless AI Scaling performs placement work.

1.5 Fees for paid placements

• (a) Any paid placement fee will be quoted in writing before AI Scaling begins sourcing.
• (b) The fee becomes due upon successful placement, meaning the developer accepts the role or engagement and begins work.

1.6 No liability for developer performance

• (a) AI Scaling does not guarantee any placed developer's skills, quality, productivity, compliance, conduct, or fitness for any specific purpose.
• (b) Licensee is solely responsible for supervising, managing, evaluating, and, if necessary, terminating placed developers.
• (c) Licensee shall defend, indemnify, and hold harmless AI Scaling from claims arising out of the employment or contractor relationship with a placed developer, including work-product disputes, conduct issues, and employment-law claims.

1.7 No guarantee of placement

AI Scaling does not guarantee that:

• (a) a suitable candidate will be found within any specific timeframe;
• (b) any candidate will accept Licensee's offer;
• (c) any placed developer will remain engaged for a minimum period; or
• (d) developer placement services will be available at all times or for all requests.

Section 2: Wholesale fulfillment partnership (optional)

2.1 Partnership model

AI Scaling may offer optional wholesale fulfillment services to help Licensee deliver client projects during Licensee's initial operating period and beyond.

• (a) AI Scaling acts as Licensee's subcontracted or outsourced fulfillment partner.
• (b) These services are designed to help Licensee reduce operational burden while building in-house capacity.
• (c) Licensee remains the client-facing party and retains the client relationship.

2.2 Availability and duration

• (a) AI Scaling may make optional fulfillment services available during Licensee's first three (3) months and thereafter.
• (b) Optional fulfillment services are subject to capacity, expertise availability, project fit, payment status, legal or compliance considerations, and operational priorities.
• (c) Licensee may transition to in-house fulfillment at any time unless otherwise agreed in a project-specific statement of work.
• (d) AI Scaling may decline specific new projects based on capacity, expertise requirements, payment history, legal risk, compliance concerns, or strategic fit; modify rates or minimum project requirements on at least thirty (30) days' notice for future work; and discontinue future optional fulfillment work on at least thirty (30) days' written notice.
• (e) Notwithstanding the foregoing, AI Scaling will not exercise its discretion under this Section in a manner that materially contradicts any express fulfillment, setup, or support commitment included in the applicable signed License Agreement or its exhibits for the then-current period, except to the extent reasonably necessary for security, legal compliance, payment default, fraud prevention, or the loss or material unavailability of required third-party services or personnel.
• (f) Any discontinuation under this Section applies only to future or not-yet-approved optional fulfillment work unless immediate suspension or discontinuation of in-flight work is reasonably necessary for nonpayment, security, legal compliance, fraud prevention, or the loss or material unavailability of required third-party services or personnel.

2.3 No general obligation to accept optional projects

Except to the extent AI Scaling expressly commits in the signed License Agreement, Exhibit A, a statement of work, or other written approval, AI Scaling is not obligated to accept any specific optional fulfillment project or any minimum quantity of fulfillment work.

2.4 Scope of services

Optional fulfillment services may include technical development and implementation work required to deliver Licensee's client projects, including:

• AI agent development and configuration
• Workflow automation and system integration
• Custom model work or fine-tuning
• API integrations and technical architecture
• Quality assurance and testing

2.5 Rates and commercial terms

• (a) Optional fulfillment work is billed at AI Scaling's then-current hourly or separately quoted rates, as communicated in writing before work begins.
• (b) For clarity, any developer, contractor, or fulfillment labor provided by or through AI Scaling in connection with client fulfillment support during Licensee's first three (3) months is billed separately to Licensee unless the applicable License Agreement or other written commercial confirmation expressly includes that labor in the License Fee.
• (c) If multiple personnel at different rates work on a project, AI Scaling will identify the applicable rates and estimated hours in the estimate, statement of work, or other written commercial confirmation.

2.6 Estimates and scope changes

• (a) AI Scaling will provide good-faith estimates of hours and total cost where commercially appropriate.
• (b) If actual hours are reasonably expected to exceed an estimate by more than twenty-five percent (25%), AI Scaling will notify Licensee; provide an updated estimate; and obtain Licensee approval before continuing materially beyond the prior estimate.
• (c) Any scope change requested by Licensee may change the estimate, timeline, and cost.

2.7 Billing and payment terms

• (a) Unless otherwise stated in writing, billing occurs weekly for multi-week projects and at project completion for shorter projects.
• (b) Standard payment terms are NET 7.
• (c) AI Scaling may offer longer payment terms for larger projects if agreed in writing before the project begins.
• (d) Invoices may identify personnel, rates, hours, work performed, and total amount due.

2.8 Late payments and service suspension

• (a) Late fulfillment invoices accrue interest at the lesser of fifteen percent (15%) per annum or the maximum rate permitted by law.
• (b) If any fulfillment invoice remains unpaid more than fifteen (15) days after its due date, AI Scaling may suspend fulfillment work or decline new fulfillment projects until past-due amounts are paid.
• (c) Any such suspension applies only to optional fulfillment services unless the signed License Agreement expressly permits broader suspension rights.

2.9 Client relationship and deliverables

• (a) AI Scaling performs fulfillment work as Licensee's subcontractor or fulfillment partner.
• (b) Unless otherwise agreed in writing, Licensee remains responsible for client communication, project management, relationship management, scoping, pricing, and client satisfaction.
• (c) AI Scaling may remain non-client-facing unless Licensee specifically requests otherwise and AI Scaling agrees.
• (d) As between AI Scaling and Licensee, work product created specifically for Licensee or Licensee's clients through fulfillment services becomes owned by Licensee with respect to the specific deliverables, workstreams, or project phases for which Licensee has paid AI Scaling in full, subject to AI Scaling's retained ownership of its pre-existing intellectual property, Licensed Materials, reusable know-how, and internal tools. Licensee remains responsible for determining ownership allocation between Licensee and Licensee's end client under Licensee's own client agreements.
• (e) Licensee remains solely responsible for client expectations, client obligations, and disputes with clients regarding deliverables.

2.10 No guarantee of availability or timeline

AI Scaling does not guarantee that:

• (a) fulfillment services will be available for every project or at all times;
• (b) work will always be accepted on Licensee's preferred schedule; or
• (c) any project will be completed by a specific date unless expressly agreed in writing.

Licensee should not make external commitments that depend on optional fulfillment availability or a non-binding estimate.

Part 2: Extended operational provisions

Section 3: Detailed payment terms

3.1 Cryptocurrency payment terms

If Licensee elects to pay via USDC on the Solana blockchain:

• (a) the payment amount is calculated in USD using the USDC/USD exchange rate published by Coinbase at the time payment is initiated;
• (b) payment is deemed received when the blockchain transaction receives thirty-two (32) confirmations; and
• (c) Licensee is solely responsible for wallet accuracy, network accuracy, transaction fees, gas fees, and tax reporting related to the transaction.
• (d) Cryptocurrency payments are non-refundable except to the extent a refund is expressly required by the applicable License Agreement.

3.2 Audit procedures

Regarding audit rights granted in the License Agreement:

• (a) AI Scaling may perform the audit itself or use a third-party auditor;
• (b) if an audit reveals underreporting of more than five percent (5%), Licensee shall promptly pay the shortfall, applicable interest, and reasonable audit costs; and
• (c) if underreporting is less than or equal to five percent (5%), Licensee shall pay only the shortfall and applicable interest, and AI Scaling bears its own audit costs unless otherwise stated in the License Agreement.

Section 4: Extended intellectual property provisions

4.1 Permitted sharing with team members

• (a) Licensee may share Licensed Materials with Licensee's employees, contractors, and team members only to the extent reasonably necessary to operate Licensee's agency.
• (b) Licensee must limit access to individuals with a legitimate need to know; ensure those individuals understand the confidential nature of the Licensed Materials; use reasonable security measures to prevent unauthorized access or distribution; and remain liable for misuse or unauthorized disclosure by Licensee's team.
• (c) Licensee may not publicly share Licensed Materials; provide access to persons outside Licensee's organization except as expressly permitted; or allow former team members to retain Licensed Materials after their engagement ends.

4.2 AI Scaling's right to use insights

Licensee grants AI Scaling a perpetual, worldwide, royalty-free right to observe, learn from, and use generalized, non-identifying insights, concepts, methods, and learnings derived from implementations created by or for Licensee to improve the Licensed System, training, features, and services, so long as AI Scaling does not thereby acquire ownership of Licensee's specific client work, client data, confidential implementation details, or confidential deliverables.

4.4 Case studies and testimonials

• (a) Licensee may create case studies regarding work performed for Licensee's clients, subject to Licensee's client permissions, confidentiality obligations, and this Agreement.
• (b) AI Scaling may request permission to feature Licensee as a success story. Licensee may grant or decline that request in Licensee's discretion.
• (c) AI Scaling may use a testimonial, endorsement, or case study provided by Licensee only with Licensee's consent, which may be granted in the testimonial itself, a separate writing, or another clear documented approval.

4.5 Prohibited uses

Licensee shall not:

• (a) create or sell competing training programs, courses, or educational content based on the Licensed Materials;
• (b) resell, redistribute, or sublicense the Licensed Materials to a third party except as expressly permitted;
• (c) offer consulting, coaching, or training services that teach others to replicate the Licensed System using AI Scaling's Licensed Materials or Confidential Information;
• (d) share login credentials or system access outside Licensee's authorized team;
• (e) copy, scrape, or systematically download Licensed Materials except for Licensee's permitted internal use; or
• (f) use Licensed Materials to create derivative products that compete with AI Scaling's offerings.
• (g) Licensee shall also comply with the public-statements covenant in the License Agreement. For clarity, nothing in these Master Terms prohibits truthful statements required by law or good-faith communications with counsel, regulators, or in legal proceedings.

4.6 Intellectual property indemnification

• (a) AI Scaling represents that it owns or has the right to license the Licensed Materials it provides under the License Agreement.
• (b) AI Scaling shall defend and indemnify Licensee against third-party claims that the Licensed Materials infringe a third party's patent, copyright, trademark, or trade secret, subject to the procedures and carveouts stated in the License Agreement.
• (c) This indemnity does not apply to claims arising from Licensee's modifications; combinations with third-party materials not supplied by AI Scaling; or uses outside the authorized scope of the License Agreement.
• (d) If Licensed Materials become the subject of an infringement claim, AI Scaling may, in its discretion, obtain rights for Licensee to continue using the affected materials; replace the affected materials with non-infringing alternatives; modify the affected materials to avoid infringement; or, if none of the foregoing is commercially reasonable, discontinue the affected materials or functionality and provide any remedy, if required, under the License Agreement.

Section 5: Extended Licensee obligations

5.1 Professional conduct

Licensee shall:

• (a) conduct business in a professional and lawful manner;
• (b) treat AI Scaling personnel, coaches, and community members respectfully;
• (c) refrain from harassment, discrimination, abusive behavior, fraud, deception, or illegal conduct in AI Scaling community spaces or while using the Licensed System; and
• (d) avoid making false or misleading claims about AI Scaling or the Licensed System.

5.2 Data security

• (a) Licensee shall use reasonable security measures to protect access credentials, Licensed Materials, and client data under Licensee's control.
• (b) Licensee shall promptly notify AI Scaling of any security breach materially affecting the Licensed System or Licensed Materials.

5.3 Information accuracy

Licensee shall provide AI Scaling with accurate, complete, and timely information required under the License Agreement, including revenue reports, progress updates, and contact or business information.

Section 6: Data privacy and confidentiality details

6.1 Data privacy compliance

• (a) Each Party shall comply with applicable privacy and data security laws in connection with personal data processed under the License Agreement.
• (b) Unless otherwise agreed in writing: Licensee is the controller of personal data Licensee collects from Licensee's clients and prospects; AI Scaling is the controller of personal data AI Scaling collects directly from Licensee; and where AI Scaling accesses Licensee systems solely to perform services for Licensee, AI Scaling acts in the role allocated by the License Agreement and the circumstances of that access.
• (c) Each Party shall implement reasonable technical and organizational safeguards for personal data under its control.

6.2 Return or destruction of confidential information

Upon termination, expiration, or request by the disclosing party, the receiving party shall promptly return or destroy Confidential Information in its possession, subject to any retention rights expressly permitted in the License Agreement.

Part 3: Additional disclaimers and procedures

Section 7: Extended disclaimers

7.1 Third-party services

• (a) The Licensed System may integrate with or reference third-party tools or platforms.
• (b) AI Scaling does not control those third-party services and is not responsible for their availability, functionality, or terms.
• (c) Licensee's use of third-party services remains subject to those providers' terms and conditions.

7.2 No warranty of uninterrupted access

• (a) AI Scaling will use commercially reasonable efforts to provide reliable access to the Licensed System.
• (b) AI Scaling does not warrant uninterrupted or error-free access, immediate correction of all defects, universal compatibility, or fitness for every Licensee requirement.
• (c) AI Scaling may modify, update, replace, or discontinue particular features of the Licensed System, subject to Section 7.3.

7.3 Right to modify Licensed System

• (a) AI Scaling may update, modify, enhance, replace, or retire Licensed System features to improve functionality, add features, respond to market or vendor changes, comply with legal requirements, or address security concerns.
• (b) AI Scaling will provide reasonable advance notice, and where practicable at least thirty (30) days' notice, for changes that materially reduce core paid functionality of the Licensed System.
• (c) AI Scaling will not materially reduce core paid access during the active term in a manner inconsistent with the applicable signed License Agreement, except to the extent reasonably necessary for security, legal compliance, fraud prevention, or the loss or material unavailability of required third-party services, infrastructure, or personnel.
• (d) Enhancements and additive improvements may be implemented without notice.
• (e) No refund is due solely because of changes to the Licensed System, except to the extent a refund is expressly required by the License Agreement.

7.4 Earnings claims disclaimer

• (a) Any guarantee or revenue-related statement is limited to the express terms of the applicable License Agreement.
• (b) Actual results vary materially based on effort, execution, experience, market conditions, competition, and other factors outside AI Scaling's control.
• (c) No guarantee of earnings, profits, or success is made except as expressly stated in the License Agreement.
• (d) Upon request before purchase, AI Scaling may provide written substantiation for express guarantee claims.

Section 8: Indemnification procedures

8.1 Procedure

For any indemnification claim:

• (a) the indemnified party must provide reasonably prompt notice;
• (b) the indemnifying party may control the defense with competent counsel;
• (c) the indemnified party shall reasonably cooperate; and
• (d) no settlement may admit fault or impose non-monetary obligations on the indemnified party without prior written consent.

8.2 Insurance coordination

If Licensee maintains insurance applicable to an indemnified claim, Licensee shall use commercially reasonable efforts to tender the claim to the insurer and cooperate in the coverage process.

Section 9: Survival

9.1 Survival

Any provision that by its nature should survive, including payment obligations, IP restrictions, confidentiality, dispute provisions, indemnification, and applicable post-termination restrictions, survives termination or expiration to the extent stated in the License Agreement or reasonably necessary to give effect to the parties' rights and obligations.

Part 4: General provisions

Section 10: General terms

10.1 Force majeure

Neither Party is liable for delay caused by events beyond its reasonable control, excluding payment obligations. The affected Party must use reasonable efforts to mitigate and resume performance. If the event continues more than sixty (60) days, either Party may terminate the License Agreement on written notice unless the License Agreement states otherwise.

10.2 Counterparts and electronic signatures

The License Agreement and any related document may be executed in counterparts and by electronic signature, each of which is deemed an original.

10.3 Publicity

• (a) Neither Party may issue a press release or formal public announcement specifically about the License Agreement or the parties' relationship without the other Party's prior written consent.
• (b) This does not restrict permitted relationship descriptors expressly allowed in the License Agreement; AI Scaling's use of Licensee testimonials or case studies to the extent permitted under Section 4.4; or disclosures required by law.

10.4 Interpretation

• (a) "Including" means "including without limitation."
• (b) References to sections refer to sections of the applicable document unless otherwise stated.
• (c) If there is any conflict between the License Agreement and these Master Terms, the License Agreement controls.

10.5 Further assurances

Each Party shall execute and deliver additional documents and take additional actions reasonably necessary to carry out the License Agreement and these Master Terms.

Conclusion

These Master Terms supplement and are incorporated into the AI Scaling License Agreement. Questions regarding these terms may be sent to legal@aiscaling.ai.