Terms of
Service

Parties & Acceptance

Service Provider: Emerald Works, LLC, a Washington limited liability company, operating as Fleet of Geniuses ("FOG," "we," "us," "our").

Client: The individual or entity identified at checkout ("you," "your," "Client").

By completing checkout and making payment, you agree to be bound by these Terms. Together with your checkout confirmation (the "Order Form"), these Terms constitute the complete agreement between the parties. If there is a conflict between these Terms and the Order Form, the Order Form controls.

Services & Scope

2.1 — What We Do

We provide AI operations, implementation, and advisory services. Services may include, but are not limited to:

• AI infrastructure design, setup, and configuration
• Autonomous agent development, deployment, and management
• Product discovery, analysis, and requirements development
• Codebase analysis, development, and code review
• Workflow design, automation, and process optimization
• Team enablement, training, and documentation
• Strategic advisory on AI adoption and implementation

The specific mix and priority of services will be determined collaboratively based on your needs and will evolve over time as described in the Work Queue section below.

2.2 — Work Queue

All work is managed through a shared backlog (the "Work Queue"). The Work Queue is the single source of truth for what we are working on and what is coming next.

• You may add items to the Work Queue at any time. Items may be fully scoped, partially scoped, or exploratory.
• You may provide priority guidance at any time. We will realign effort accordingly within a reasonable timeframe.
• We will align on priorities at minimum once per month, reviewing the Work Queue, reconciling items, and agreeing on focus areas for the upcoming period.
• We will use professional judgment to sequence work between alignment points, prioritizing items that deliver the most value based on the most recent guidance from you.
• We will keep you informed of progress and flag any blockers, scope questions, or priority conflicts as they arise.

2.3 — Client Responsibilities

Delivery depends on timely cooperation from you, including:

• Providing access to systems, data, tools, and personnel as needed
• Designating a primary point of contact with authority to set priorities and approve work
• Responding to questions and providing feedback in a timely manner
• Reviewing and approving deliverables and production deployments

If you do not provide necessary access, information, or approvals in a timely manner, we are not responsible for resulting delays. Timelines will extend by at least the period of delay plus reasonable recovery time.

2.4 — What Is Not Included

This Agreement does not cover: general IT/MSP services, non-AI software development unrelated to agreed priorities, legal advice, HR compliance decisions, or guarantees of specific business outcomes or ROI.

Compensation & Billing

3.1 — Monthly Retainer

You agree to purchase a monthly block of our time at a rate of $250 per hour. The initial monthly retainer amount, billing anchor date, and any initial one-time charges are specified in your Order Form (checkout confirmation).

The retainer renews automatically on the billing anchor date each month at the then-current rate unless the Agreement is terminated in accordance with Section 6.

3.2 — Rate and Retainer Changes

Either party may propose a change to the monthly retainer amount in writing at any time. Changes take effect upon written agreement by both parties. Written agreement includes email, messaging platforms, or any communication method used by the parties in the normal course of business.

3.3 — Billing and Payment

• The monthly retainer is billed on or near the billing anchor date and is due upon receipt.
• All amounts are non-refundable and in U.S. dollars.
• Late payments incur interest at 1.5% per month on the outstanding balance.
• Services may be suspended after reasonable notice for unpaid invoices.

3.4 — Hour Tracking and Overages

• We will track hours and make a summary available to you upon request.
• If we anticipate exceeding the monthly retainer hours, we will notify you before doing so. Additional hours beyond the retainer are billed at the same hourly rate and invoiced the following month.
• Unused hours do not roll over to subsequent months.

3.5 — Expenses

We will obtain your written approval before incurring any expenses that will be billed to you. Approved expenses will be invoiced with supporting documentation.

Intellectual Property

4.1 — Client Deliverables

Upon full payment of all fees due, all deliverables created specifically for you using your confidential information or proprietary data ("Custom Work Product") become your property. Custom Work Product includes bespoke outputs such as prompts, scripts, automations, configurations, playbooks, and documentation created for you. It does not include any of our Pre-Existing IP.

4.2 — Our Pre-Existing IP

We retain all right, title, and interest in and to:

• All methodologies, frameworks, tools, libraries, templates, and processes used or developed by us in the performance of services
• All AI prompts, prompt engineering techniques, workflows, and implementation methodologies
• All improvements, modifications, and enhancements to our pre-existing intellectual property
• All general knowledge, skills, experience, and know-how acquired or developed during the provision of services
• Any non-client-specific improvements or innovations developed during the engagement

4.3 — License Grant

We grant you a perpetual, worldwide, non-exclusive, non-transferable license to use our Pre-Existing IP solely as necessary to use the deliverables provided under this Agreement. You shall not reverse engineer, decompile, or create derivative works based on our Pre-Existing IP.

4.4 — AI-Generated Content

• AI models or implementations developed specifically for you using your proprietary data are owned by you.
• We retain ownership of all prompt engineering techniques, methodologies, and general AI implementation practices.
• Your data will not be used to train AI models without your explicit written permission.
• We may continue to use and develop general AI expertise and knowledge gained during the engagement, provided no confidential information of yours is disclosed.

4.5 — Third-Party Components

Some deliverables may include open-source or third-party components subject to their own license terms. We will identify such components when included.

Confidentiality & Data

5.1 — Confidential Information

Each party agrees to protect the other's non-public information disclosed in connection with this Agreement, using at least the same degree of care it uses for its own confidential information and no less than reasonable care. Confidential information will be used solely to perform under this Agreement.

5.2 — AI Tools and Data Protection

We will not input your Confidential Information into public AI tools or services where the provider's terms state that the information may be used for training purposes. Where feasible, we will use your API keys and accounts. We will configure reasonable privacy-preserving settings where available, but cannot guarantee any vendor's data handling beyond their published controls.

5.3 — Security and Access

• We will request only the minimum necessary access to your systems.
• We may engage vetted employees and contractors under confidentiality obligations; we remain responsible for their performance.

5.4 — Return or Destruction

Upon termination, we will return or destroy your Confidential Information and provide written certification upon request. Confidentiality obligations survive termination indefinitely.

5.5 — Data Processing

If required by applicable law, the parties will execute a mutually acceptable Data Processing Agreement. You remain the controller for data processed in your systems.

Term & Termination

6.1 — Term

This Agreement begins when you complete checkout and continues on a month-to-month basis until terminated by either party.

6.2 — Termination for Convenience

Either party may terminate this Agreement for convenience upon 30 days' written notice. Service continues through the end of the then-current paid period.

6.3 — Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any term of this Agreement and fails to cure such breach within 15 days of receiving written notice of the breach.

6.4 — Effects of Termination

• You shall pay for all services rendered and hours worked through the effective date of termination.
• We will provide reasonable transition assistance if requested.
• We will return or destroy your Confidential Information per Section 5.4.
• Sections 4 (Intellectual Property), 5 (Confidentiality), 7 (Liability), and 8 (Indemnification) survive termination.

AI & Third-Party Tools

Our services may involve the use of large language models, vector stores, model hosts, RPA tools, and cloud services from third-party vendors.

• You are responsible for accepting and complying with applicable third-party terms of service.
• AI outputs can be unreliable. You are responsible for human review before using outputs in production or for regulated decisions.
• All timelines are targets only and time is not of the essence.

Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." EXCEPT AS EXPRESSLY SET OUT HERE, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT SPECIFIC RESULTS, ROI, OR UNINTERRUPTED OPERATION OF THIRD-PARTY PLATFORMS.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR (i) FEES DUE, (ii) BREACH OF CONFIDENTIALITY, OR (iii) INDEMNIFICATION OBLIGATIONS, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE FEES PAID OR PAYABLE BY YOU TO US IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Indemnification

10.1 — By Us

We will defend and indemnify you against third-party claims arising from: (a) our use of AI tools in violation of their terms of service; (b) unauthorized disclosure of your confidential information; (c) infringement of third-party intellectual property rights in deliverables we created; or (d) professional negligence in provision of services.

10.2 — By You

You will defend and indemnify us against third-party claims arising from: (a) your provision of inaccurate or incomplete information; (b) unauthorized use of deliverables or our intellectual property; (c) your violation of data privacy laws; or (d) use of deliverables in a manner not intended or specified.

General Provisions

11.1 — Independent Contractor

We are an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship. We are solely responsible for our own taxes, insurance, and benefits.

11.2 — Subcontractors

We may engage subcontractors to perform services under this Agreement. We remain responsible for their performance and compliance with confidentiality obligations.

11.3 — Non-Exclusivity

This Agreement is not exclusive. Both parties are free to enter into similar agreements with other parties.

11.4 — Non-Solicitation

During the term and for 12 months after termination, neither party will directly solicit the other's personnel who worked under this Agreement, except via general advertising.

11.5 — Acceptable Use

We will not design, implement, or advise on solutions that are unlawful, violate anti-discrimination, privacy, or consumer-protection laws, facilitate harmful or deceptive activity, or violate applicable platform acceptable use policies. We may refuse work requests that are misaligned with these standards.

11.6 — Compliance

Each party will comply with applicable laws, including export controls and anti-corruption laws. Recommendations we provide regarding policy or compliance are informational and not legal advice.

11.7 — Dispute Resolution

The parties will first attempt to resolve disputes through good-faith negotiation. If negotiation fails, either party may initiate mediation or binding arbitration in the State of Washington. This Agreement will be governed by Washington law, and the parties agree to exclusive jurisdiction in King County, Washington.

11.8 — Force Majeure

Neither party is liable for delays caused by events beyond reasonable control, including acts of God, government action, power outages, or disruptions to communication systems.

11.9 — Notices

All formal notices must be sent by email. Notices to us: notices@fleetofgeniuses.com. Notices to you: the email address provided at checkout. Notices are deemed received upon confirmed delivery.

11.10 — Assignment

Neither party may assign this Agreement without the other's written consent, except to an affiliate or in connection with a merger or acquisition, with notice.

11.11 — Entire Agreement

These Terms, together with the Order Form, constitute the entire agreement between the parties regarding the subject matter herein and supersede all prior agreements, representations, and understandings.

11.12 — Changes to Terms

We may update these Terms with 30 days' advance notice for material changes, taking effect at your next renewal. You may cancel before the effective date if you disagree with the changes.

11.13 — Severability

If any provision is found unenforceable, the remaining provisions remain in full effect.

11.14 — Waiver

Failure to enforce any provision does not constitute a waiver of that or any other provision.

Contact Us

Emerald Works, LLC
Operating as Fleet of Geniuses
15027 70th Ave NE, Kenmore, WA 98028
notices@fleetofgeniuses.com