Terms of service.

These Terms of Service ("Terms") govern your engagement with ScopeStack ("ScopeStack," "we," "us," or "our") and your purchase or use of our services and products. By engaging us, accepting a proposal, or buying one of our products, you agree to these Terms. If you are agreeing on behalf of a company, you confirm that you have the authority to bind that company.

1. Who We Are and What We Do

ScopeStack is a service business. We help agencies and teams put AI to work inside the tools they already use. We do not sell software as a service. Our work falls into a few engagement types:

• AI Audit ($1,000). We review your current workflows, tools, and bottlenecks, then deliver a written assessment with prioritized recommendations for where AI and automation can save you the most time and margin.
• Toolkit and Workshop ($5,000). We assemble a set of AI workflows and ready-to-use agents for your team and run a live workshop to get everyone using them confidently.
• Custom Build ($10,000). We design and build custom automations directly into your existing stack so the work happens where your team already operates.
• Gemini Gems ($150). Individual prebuilt Gemini Gems you can buy and install into your own Google Gemini account. This is a digital product rather than a service engagement.

Prices listed above are our standard published prices and may change over time. The price that applies to your engagement is the one stated in your proposal, invoice, or checkout at the time of purchase.

2. Definitions

"Deliverables" means the work product we provide to you under an engagement, such as audit reports, recommendations, configured AI agents, workshop materials, and custom automations.

"Gems" means the prebuilt Gemini Gems we sell as a digital product, each consisting of a system prompt and supporting instructions installed into your own Google Gemini account.

"Prompt Materials" means the written instructions, system prompts, templates, and output specifications that define the behavior of an agent or Gem we provide.

"Output" means any content an agent or Gem generates in response to your input.

"Your Stack" means the third-party tools, platforms, and accounts you already operate, into which we may install workflows or build automations.

"Authorized Users" means your employees, contractors, and freelancers who are directly engaged in performing work for your business.

3. Engagements and Scope

Each engagement is defined by a proposal, statement of work, or order confirmation that describes the deliverables, timeline, and price. That document, together with these Terms, forms the agreement for that engagement. If anything in a signed proposal conflicts with these Terms, the proposal controls for that engagement.

Work outside the agreed scope is not included. If you request additional work, we will agree on the added scope and price before proceeding.

Your responsibilities. Our work depends on timely access and input from you. You agree to provide reasonable access to the relevant people, tools, and information, and to review and respond to deliverables within a reasonable time. Delays in access or feedback may affect timelines.

4. Working Inside Your Stack

Our custom builds and workflows are installed into tools and accounts that you own and control, such as your Google Workspace, project management, CRM, or other platforms. We do not host these systems, and we do not operate the AI platforms (for example Google Gemini, OpenAI, or Anthropic) on which the workflows run.

You are responsible for maintaining your own accounts, subscriptions, and access. We are not responsible for changes, outages, pricing changes, or policy changes made by the third-party platforms in your stack, or for any costs those platforms charge you directly.

Where we are given access to your systems to perform an engagement, we will use that access only as needed to deliver the agreed work and will follow any reasonable security requirements you communicate to us.

5. Fees and Payment

Fees for an engagement are set out in your proposal or invoice. Unless your proposal states otherwise:

• Service engagements may require a deposit before work begins, with the balance due on or before delivery as described in the proposal.
• Gems and other digital products are paid in full at checkout.
• Invoices are due on the date stated. Late payment may pause work until the account is current.
• Prices are exclusive of any applicable taxes, which are your responsibility unless stated otherwise.

6. You Own Your Output and Deliverables

The deliverables we create for you under a paid engagement belong to you once payment is complete. Audit reports, recommendations, custom automations we build into your stack, and the output any agent or Gem generates for you are yours to use, modify, and share as you see fit. We claim no rights to the data you input or to the output produced for your business.

This ownership does not extend to our underlying intellectual property described in Section 8, which we license to you rather than transfer.

7. Gems License

When you buy a Gem, you receive a non-exclusive, non-transferable, non-sublicensable license to install and use that Gem for your own internal business operations. This is a license to use, not a transfer of ownership of the underlying Prompt Materials.

With a Gem, you may:

• Install and operate the Gem within your own Google Gemini account;
• Use the Gem to generate Output for your own projects and client engagements;
• Allow your Authorized Users to access and use the Gem in the course of their work for you;
• Make reasonable configuration adjustments described in the accompanying documentation, such as adding your company name, adjusting tone, or adding project-specific context.

You may not:

• Resell, redistribute, sublicense, or share the Prompt Materials with anyone outside your organization, including your own clients, partner agencies, or affiliates;
• Use the Prompt Materials to build, train, or develop competing products or services;
• Publish or publicly post the Prompt Materials or any substantial portion of them, for example in a blog post, open-source repository, or social media;
• Remove or alter any proprietary notices or branding;
• Share your purchase access, such as download links or share links, with anyone who has not separately purchased a license;
• Claim authorship of the Prompt Materials or represent them as your own original work.

To be clear, these restrictions apply to the Prompt Materials themselves, not to the Output a Gem generates. You are free to share, sell, and distribute your Output without restriction.

8. Our Intellectual Property

Our methodologies, frameworks, templates, Prompt Materials, and the general know-how we use to deliver engagements are and remain our intellectual property. We grant you the rights described in these Terms and in your proposal so you can use the deliverables, but we retain ownership of the underlying materials and methods, including improvements and general learnings we develop while working with clients.

Any customizations made to our Prompt Materials are derivative works. You may use them under the rights granted here, but we retain ownership of the underlying materials on which they are based.

If you provide suggestions, feature requests, or feedback about our services or products, we may use that feedback to improve our offerings without obligation to you.

9. AI Platforms and Your Data

Our workflows, agents, and Gems run within third-party AI platforms such as Google Gemini, OpenAI, or Anthropic. We do not operate these platforms, and for Gems and self-run workflows your data flows directly between you and the platform without passing through our systems.

You are responsible for:

• Reviewing and accepting each AI platform's terms of service and privacy policy;
• Determining what data is appropriate to input, recognizing that it will be processed by a third-party AI service;
• Complying with applicable data protection laws before inputting personal or regulated data;
• Managing your own conversation history and data retention within the AI platform.

Where we access your data to perform an engagement, our handling of that data is described in our Privacy Policy.

10. Confidentiality

Each party may receive confidential information from the other during an engagement. Both parties agree to use the other's confidential information only to perform under these Terms and to protect it with reasonable care. This obligation does not apply to information that is or becomes public through no fault of the receiving party, was already known without a duty of confidence, or is required to be disclosed by law.

11. Disclaimers

Our services, deliverables, and products are provided on an "as is" and "as available" basis. To the maximum extent permitted by law, we make no warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.

In particular, we do not warrant that:

• The Output generated by any agent or Gem will be accurate, complete, or suitable for your specific needs. You are responsible for reviewing all Output before relying on it;
• Automations or workflows will function without interruption or error, or that they will remain compatible with every AI platform or platform update;
• Third-party platforms in your stack will remain available, maintain their current features, or continue to support a given integration.

12. Limitation of Liability

To the maximum extent permitted by law, our total liability to you for any claims arising from or related to an engagement or product shall not exceed the amount you paid us for that engagement or product in the twelve (12) months preceding the claim.

We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, business opportunities, or goodwill, regardless of whether we were advised of the possibility of such damages.

We are not liable for any damages arising from the actions, omissions, outages, or policy changes of third-party AI platforms or other tools in your stack.

13. Term and Termination

By you. You may end an engagement on written notice. Fees for work already performed, and any non-refundable deposit, remain payable. You may stop using a Gem at any time.

By us. We may suspend or end an engagement or license if you materially breach these Terms, including non-payment or, for Gems, redistributing the Prompt Materials, using them to build competing products, or sharing access with unauthorized parties.

Effect. On termination of a Gem license, you must stop using the Gem, delete copies of the Prompt Materials in your possession, and remove the Gem from your AI platform account. Deliverables you have already paid for in full remain yours.

Sections 6, 7, 8, 10, 11, 12, and 15 survive termination.

14. Refunds

Because Gems are digital products that are fully delivered at purchase, all Gem sales are final and we do not offer refunds once access has been granted. If a technical issue prevents you from accessing or using a Gem, contact us and we will make commercially reasonable efforts to resolve it.

Refunds for service engagements, if any, are governed by your proposal. Deposits are non-refundable once work has begun unless your proposal states otherwise.

15. Governing Law and Disputes

These Terms are governed by the laws of the United States, without regard to conflict of laws principles.

Any dispute arising from these Terms shall be resolved through binding arbitration. You agree to waive any right to a jury trial or to participate in a class action.

Notwithstanding the above, we may seek injunctive or equitable relief in any court of competent jurisdiction to protect our intellectual property rights.

16. Changes to These Terms

We may update these Terms from time to time. When we do, we will update the "Last updated" date on this page and, for material changes, make reasonable efforts to notify active clients. Continued engagement or use of our products after the updated Terms take effect constitutes acceptance of the changes. If you do not agree, you must stop using our services and products.

17. General Provisions

Entire agreement. These Terms, together with any proposal, statement of work, or invoice, constitute the entire agreement between you and us regarding the relevant engagement or product and supersede all prior agreements or understandings on that subject.

Severability. If any provision of these Terms is found unenforceable, the remaining provisions remain in full force and effect.

No waiver. Our failure to enforce any right or provision shall not constitute a waiver of that right or provision.

Assignment. You may not assign or transfer your rights under an engagement without our prior written consent. We may assign our rights and obligations without restriction.

Independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and us.

18. Contact

If you have questions about these Terms, contact us at scopestackai@gmail.com.

Last updated: 2026