About This Document
This Master Terms & Conditions document provides comprehensive legal terms that supplement the short-form License Agreement. Licensees sign only the License Agreement, which incorporates these terms by reference.
These Master T&Cs include:
Status: Binding on all licensees through incorporation by reference in the License Agreement
AI Scaling offers an optional developer placement service to assist Licensees in building their technical team. Under this service:
(a) AI Scaling acts as a staffing and recruitment agency to source, vet, and recommend qualified developers, engineers, and technical personnel
(b) Placed developers become employees or contractors of Licensee, not AI Scaling
(c) AI Scaling does not take any ongoing compensation from developers’ wages or contractor fees
(d) This is a placement service only; AI Scaling has no ongoing relationship with or liability for placed developers
(a) For DFY Package licensees, the first developer placement is included at no additional charge
(b) For DWY and DIY Package licensees, the first developer placement is available for an additional fee as quoted by AI Scaling
(c) AI Scaling will:
(d) Licensee makes the final hiring decision and is solely responsible for:
(a) If Licensee is unsatisfied with the first placed developer for any reason within thirty (30) days of the developer’s start date, AI Scaling will provide one (1) replacement at no additional charge.
(b) To invoke the replacement guarantee, Licensee must:
(c) Replacement guarantee terms:
(d) The replacement guarantee does NOT apply if:
(a) After the first developer placement, Licensee may:
(b) The Licensed System includes:
(c) Licensees using the self-service recruitment systems are solely responsible for all aspects of their hiring process and have no additional placement fees
If Licensee requests AI Scaling to perform additional developer placements beyond the first:
(a) Placement fee: $500 to $1,000 per successful placement, based on:
(b) The specific fee will be quoted in writing before AI Scaling begins sourcing candidates
(c) Fee is due upon successful placement (when developer accepts offer and begins work)
(d) Additional placements are subject to the same thirty-day replacement guarantee as specified in Section 1.3
(a) AI Scaling provides placement services only and makes no representations or warranties regarding:
(b) Licensee acknowledges and agrees that:
(c) Licensee shall defend, indemnify, and hold harmless AI Scaling from any claims arising from:
AI Scaling makes no guarantee that:
(a) A suitable candidate will be found within any specific timeframe
(b) Any candidate presented will accept Licensee’s offer
(c) Placed developers will remain employed or engaged for any minimum period
(d) The placement service will be available at all times or that AI Scaling will accept all placement requests
AI Scaling offers optional wholesale fulfillment services to assist Licensee in delivering client projects during Licensee’s initial operations and beyond. Under this model:
(a) AI Scaling acts as Licensee’s outsourced agency partner
(b) Services are provided at wholesale rates to enable Licensee to achieve profitability faster while reducing operational burden during the learning and growth phase
(c) This partnership allows Licensee to focus on client acquisition and relationship management while AI Scaling handles technical implementation
(a) AI Scaling recommends Licensees utilize fulfillment services during their first three (3) months while building in-house capacity
(b) Licensee may continue using fulfillment services indefinitely, subject to AI Scaling’s availability and the terms herein
(c) Licensee may transition to in-house fulfillment at any time without penalty or notice
(d) AI Scaling reserves the right, in its sole discretion, to:
Licensee acknowledges and agrees that AI Scaling has no obligation to provide fulfillment services at any time. Services are provided at AI Scaling’s sole discretion based on capacity, expertise availability, and operational priorities. AI Scaling’s decision to decline or discontinue services shall not constitute a breach of this Agreement.
Fulfillment services include technical development and implementation work required to deliver Licensee’s client projects, including but not limited to:
Hourly rates range from $40 to $120 per hour based on the expertise level required for the specific work:
(a) Rate determination factors include:
(b) This rate structure is analogous to professional services firms (such as law firms) where different professionals bill at different rates based on experience and the nature of the work
(c) The specific hourly rate(s) for each project will be communicated to Licensee in writing before work commences, via Statement of Work, project estimate, or email confirmation
(d) If multiple team members at different rate levels will work on a project, the estimate will specify each rate and estimated hours per person
(a) AI Scaling will provide good-faith estimates of hours and total cost for each project
(b) If actual hours are tracking to exceed the estimate by more than 25%, AI Scaling will:
(c) Licensee may request changes to project scope. Any scope changes will be documented and may result in adjusted estimates and costs.
(a) Billing occurs:
WHICHEVER IS SOONER
(b) Standard payment terms: NET 7 (due within seven days of invoice date)
(c) Extended payment terms available for larger projects:
(d) Invoices will detail:
(a) Late payments accrue interest at 15% per annum, calculated daily, commencing eight (8) days after the invoice due date
(b) If any fulfillment invoice is more than fifteen (15) days past due:
(a) AI Scaling performs all fulfillment work as Licensee’s subcontractor
(b) All client communication, project management, and relationship management is handled by Licensee
(c) AI Scaling remains invisible to clients unless Licensee specifically requests otherwise
(d) Work product created for Licensee’s clients becomes the property of the end client upon full payment by Licensee to AI Scaling
(e) Licensee is solely responsible for client satisfaction, expectations, and any disputes with clients regarding deliverables
(a) AI Scaling makes no guarantee that fulfillment services will be available at any given time or for any specific project
(b) Services are provided on a first-come, first-served basis subject to capacity
(c) AI Scaling will make commercially reasonable efforts to accommodate Licensee’s project timelines but does not guarantee specific delivery dates
(d) Licensee should plan for potential delays and should not make commitments to clients that depend on AI Scaling’s availability or specific timelines
If Licensee elects to pay via USDC on Solana blockchain:
(a) Payment amount shall be calculated in USD at the USDC/USD exchange rate published by Coinbase.com at the time payment is initiated
(b) Payment is deemed received when blockchain transaction receives 32 confirmations
(c) Licensee is solely responsible for:
(d) Cryptocurrency payments are non-refundable except as required by the Money-Back Guarantee terms. Any refunds for cryptocurrency payments will be issued in USD via ACH or wire transfer at AI Scaling’s election.
(e) AI Scaling makes no representations regarding tax treatment of cryptocurrency payments. Licensee should consult a tax advisor.
Regarding audit rights specified in the License Agreement:
(a) Audit may be conducted by AI Scaling or a third-party auditor
(b) If audit reveals underreporting of more than five percent (5%), Licensee shall:
(c) If underreporting is less than 5%, Licensee pays only the shortfall plus interest, and AI Scaling bears its own audit costs
(d) Licensee shall maintain accurate books and records for all Gross Revenue for at least three (3) years
(a) Licensee may share Licensed Materials with Licensee’s employees, contractors, and team members to the extent necessary for operating Licensee’s agency
(b) Licensee must:
(c) Licensee may NOT:
Licensee grants AI Scaling a perpetual, worldwide, royalty-free right to:
(a) Observe and learn from implementations created by or for Licensee
(b) Use insights, concepts, and learnings derived from Licensee’s implementations to:
(c) This right does NOT grant AI Scaling ownership of Licensee’s specific implementations or client work, but only the right to learn from and build upon the concepts and approaches
If Licensee develops a unique AI implementation with significant market potential for SaaS productization:
(a) Licensee grants AI Scaling a sixty (60) day right of first negotiation to discuss terms for jointly productizing the solution
(b) Neither party is obligated to reach agreement. Terms including equity split, revenue share, development costs, and go-to-market strategy shall be negotiated separately.
(c) If parties do not reach agreement within the negotiation period, Licensee may pursue productization independently, subject to:
(d) If productization proceeds jointly, AI Scaling agrees to provide access to the licensee network for distribution purposes
(a) Licensee may create case studies showcasing work done for Licensee’s clients, subject to:
(b) AI Scaling may request permission to feature Licensee as a success story. Licensee may grant or decline such permission at Licensee’s sole discretion.
(c) Any testimonials, success stories, or case studies provided by Licensee may be used by AI Scaling in marketing materials unless Licensee requests otherwise in writing.
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 any third party
(c) Offer consulting, coaching, or training services that teach others to replicate the Licensed System
(d) Share login credentials or system access with anyone outside Licensee’s authorized team
(e) Copy, scrape, or systematically download Licensed Materials for purposes other than Licensee’s internal use
(f) Use Licensed Materials to create derivative products that compete with AI Scaling’s offerings
(g) Publicly disparage or criticize the Licensed Materials, AI Scaling, or its representatives (except as required by law or in legal proceedings)
(a) AI Scaling represents and warrants that it owns or has the right to license all Licensed Materials provided under this Agreement
(b) AI Scaling shall defend, indemnify, and hold Licensee harmless from any third-party claims that the Licensed Materials infringe any patent, copyright, trademark, or trade secret, provided that:
(c) This indemnification does NOT apply to:
(d) If Licensed Materials become subject to an infringement claim, AI Scaling may, at its option:
(a) Licensee shall:
(b) Licensee shall not:
(a) Licensee shall implement reasonable security measures to protect:
(b) Licensee shall promptly notify AI Scaling of any security breach affecting the Licensed System or Licensed Materials.
(a) Licensee shall provide AI Scaling with accurate, complete, and timely information as required under this Agreement, including:
(b) Licensee warrants that all information provided to AI Scaling is truthful, accurate, and not misleading.
(c) Licensee shall promptly notify AI Scaling of any material changes to Licensee’s contact information, business structure, or circumstances that may affect this Agreement.
(a) Each party shall comply with all applicable data privacy and protection laws with respect to personal data processed in connection with this Agreement.
(b) Licensee acknowledges that:
(c) Each party shall implement reasonable technical and organizational security measures to protect personal data.
Upon termination or expiration of this Agreement, or upon request by the disclosing party:
(a) The receiving party shall promptly return or destroy all Confidential Information in its possession
(b) The receiving party shall provide written certification of such return or destruction if requested
(c) This obligation is subject to the receiving party’s right to retain general knowledge and skills
(a) The Licensed System may integrate with or reference third-party services, tools, or platforms (e.g., Apollo, Instantly, email service providers, AI platforms).
(b) AI Scaling:
(c) Licensee’s use of third-party services is subject to those providers’ terms and conditions.
(a) AI Scaling will make commercially reasonable efforts to provide reliable access to the Licensed System.
(b) However, AI Scaling does not warrant that:
(c) AI Scaling reserves the right to modify, update, or discontinue features of the Licensed System with reasonable notice.
(a) AI Scaling may update, modify, or enhance the Licensed System at any time to:
(b) AI Scaling will provide thirty (30) days advance notice for any changes that materially reduce core functionality of the Licensed System.
(c) Updates and improvements that add functionality or enhance existing features may be implemented without notice.
(d) No refunds will be provided due to modifications to the Licensed System.
(a) The $250,000 annual revenue guarantee is based on AI Scaling’s own performance data with its internal agency (DeepOps) and does not represent typical or average results for licensees.
(b) Actual results achieved by licensees vary significantly based on:
(c) No guarantee of earnings, profits, or success is made except as explicitly set forth in the guarantee qualification requirements.
(d) Upon request prior to purchase, AI Scaling will provide written substantiation of the basis for guarantee claims, including methodology and assumptions.
For any indemnification claim:
(a) The indemnified party must:
(b) The indemnifying party shall not settle any claim in a manner that admits fault or imposes obligations on the indemnified party without the indemnified party’s prior written consent
(c) The indemnified party may participate in the defense at its own expense
If Licensee maintains insurance coverage applicable to an indemnified claim (Professional Liability, General Liability, etc.), Licensee must:
(a) Promptly tender the claim to its insurance carrier
(b) Use commercially reasonable efforts to obtain coverage and defense
(c) Cooperate fully with the insurance carrier’s investigation and defense
(d) Not take actions that would void or impair insurance coverage
Licensee’s indemnification obligation applies to the full amount of any claim, but Licensee may satisfy the obligation through insurance proceeds to the extent available.
This Agreement shall automatically terminate without notice if:
(a) Licensee dissolves its business entity or ceases operations
(b) Licensee’s business license or legal authorization to operate is suspended or revoked
(c) Licensee is convicted of a felony or crime involving fraud, dishonesty, or moral turpitude
The following provisions shall survive termination or expiration of this Agreement:
(a) Neither party shall be liable for any failure or delay in performance under this Agreement (except for payment obligations) to the extent caused by circumstances beyond its reasonable control, including but not limited to:
(b) The affected party must:
(c) If a force majeure event continues for more than sixty (60) days, either party may terminate this Agreement upon written notice.
(a) This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
(b) Electronic signatures (including but not limited to DocuSign, Adobe Sign, or similar services) shall have the same legal effect as original wet-ink signatures.
(c) PDF, photocopied, or scanned signatures shall be treated as originals for all purposes.
(a) Neither party may issue a press release or public announcement concerning this Agreement or the relationship between the parties without the other party’s prior written consent.
(b) Notwithstanding the foregoing:
(a) The words “including,” “includes,” and “include” shall be deemed to be followed by “without limitation.”
(b) References to sections refer to sections of this Agreement unless otherwise stated.
(c) This Agreement shall be construed without regard to any presumption or rule requiring construction against the party causing the Agreement to be drafted.
(d) In the event of any conflict between the provisions of the License Agreement and these Master Terms & Conditions, the License Agreement controls.
Each party agrees to execute and deliver such additional documents and take such additional actions as may be reasonably necessary or desirable to carry out the provisions of this Agreement and give effect to the transactions contemplated hereby.
These Master Terms & Conditions supplement and are incorporated into the AI Scaling License Agreement. All licensees are bound by these terms through the incorporation by reference in their signed License Agreement.
For questions regarding these terms, contact:
END OF MASTER TERMS & CONDITIONS
Master Terms & Conditions – Version 1.0
Created: January 2026
Supplements all License Agreements
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