Business services agreement

Stonewall Agents Business Services Agreement and Terms of Service

Effective date: July 16, 2026 Provider: Stonewall Service Group LLC, a Florida limited liability company Customer contact: stonewallservicegroup@gmail.com

These Business Services Agreement and Terms of Service (“Agreement”) govern the purchase and use of the Stonewall Agents platform, implementation services, subscriptions, AI-agent configurations, integrations, support, and related services provided by Stonewall Service Group LLC (“Provider,” “Stonewall,” “we,” “us,” or “our”).

By signing an order form, approving a statement of work, checking an acceptance box, submitting payment, or using the Services, the customer identified in the applicable order (“Customer,” “you,” or “your”) agrees to this Agreement.

1. Business use and authority

The Services are offered for legitimate business and organizational use, not personal, family, or household use.

The person accepting this Agreement represents that:

1. The person has authority to bind the Customer.
2. The Customer is entering into the Agreement for business purposes.
3. Information supplied to Provider is accurate and complete.
4. The Customer is legally permitted to use the accounts, systems, data, and credentials connected to the Services.

2. Services

Provider develops, configures, and supports customer-directed AI agents and workflow automations that may interact with software, files, communications, and other systems authorized by the Customer.

Unless an order form or statement of work says otherwise, the founding-customer implementation includes:

1. One customer-named AI agent.
2. One clearly defined business workflow.
3. Connections to no more than two supported customer systems or applications.
4. Initial workflow configuration.
5. Permission and human-approval settings.
6. Reasonable testing using customer-approved test information.
7. One onboarding session.
8. Thirty days of reasonable post-delivery adjustments to the original workflow.

The implementation does not include additional agents, unlimited workflows, custom software development, unsupported integrations, data migration, legal compliance consulting, twenty-four-hour support, guaranteed business outcomes, or work outside the agreed scope.

Additional services require a separate written quotation, order form, or statement of work.

3. Order documents and scope

Each implementation may be described in an order form, proposal, or statement of work (“Order”).

An Order should identify:

1. The workflow being implemented.
2. The systems the agent may access.
3. Required permissions and approval gates.
4. Customer responsibilities.
5. Deliverables and acceptance criteria.
6. Any expected implementation schedule.
7. Fees not already stated in this Agreement.
8. Any special security or deployment requirements.

If an Order conflicts with this Agreement, the Order controls only for the specific conflicting provision and only for that Order.

Requests outside the agreed scope may require additional fees or schedule changes. Provider will not be required to perform out-of-scope work without written agreement.

4. Implementation fee

The standard implementation fee is $5,000 USD.

The implementation fee reserves Provider’s capacity and compensates Provider for discovery, workflow analysis, configuration, integration, testing, project management, and onboarding.

The implementation fee is refundable until discovery or implementation work begins. Discovery or implementation work begins upon the first of:

1. The initial discovery or kickoff meeting;
2. Provider’s receipt and review of substantive workflow materials or system access; or
3. Provider beginning substantive configuration, integration, testing, or custom implementation work.

Once discovery or implementation work begins, the implementation fee becomes non-refundable, except where a refund is required by law or Provider agrees otherwise in writing.

If Provider declines the engagement before work begins, Provider will refund the implementation fee.

5. Customer cooperation

Customer will provide timely:

1. Workflow information and instructions;
2. Access to qualified personnel familiar with the workflow;
3. Test data that may lawfully be used;
4. Customer-controlled credentials and API access;
5. Decisions about permissions and human approvals;
6. Feedback and acceptance testing; and
7. Notice of material changes to connected systems.

Provider is not responsible for delays caused by missing access, incomplete information, unavailable customer personnel, third-party outages, or changes to customer systems.

A schedule may be reasonably extended when Customer does not provide required cooperation.

6. Delivery, five-day service period, testing, and acceptance

Provider will notify Customer when the agent is ready for customer testing or use.

Customer will receive access to the delivered agent for five calendar days after delivery (the “Initial Service Period”) to test the agent and identify material failures to satisfy the written acceptance criteria. The implementation fee includes this Initial Service Period.

The agent is considered accepted upon the earliest of:

1. Customer’s written approval;
2. Customer’s use of the agent in normal business operations; or
3. Expiration of the Initial Service Period without Customer providing a written description of a material failure.

Provider will use reasonable efforts to correct properly reported material failures that fall within the agreed scope.

Requests for new capabilities, changed workflows, additional integrations, subjective preferences, or functionality not included in the Order are not acceptance defects.

Access ends automatically when the Initial Service Period expires unless Customer separately purchases the monthly subscription described below. Payment of the implementation fee does not enroll Customer in the monthly subscription and does not authorize an automatic monthly charge.

7. Monthly subscription

Customer may choose to continue service after the Initial Service Period by separately purchasing a subscription for $750 USD per month. The subscription is optional and is not activated merely because Customer paid the implementation fee, tested the agent, accepted the agent, or allowed the Initial Service Period to expire.

Provider will charge the monthly subscription only after Customer affirmatively authorizes the subscription through a separate checkout, order, invoice, or other clear written authorization.

The subscription renews automatically each month until canceled in accordance with this Agreement.

The monthly subscription includes:

1. Continued access to the delivered agent;
2. Routine platform and workflow maintenance;
3. Reasonable support;
4. Security and compatibility updates;
5. Correction of reproducible platform defects; and
6. A reasonable level of ordinary use consistent with the agreed workflow.

The subscription does not include new agents, new workflows, major workflow redesigns, unsupported integrations, excessive support, custom development, third-party charges, or AI-model usage fees.

Provider may propose additional charges if Customer’s use materially exceeds the original scope or creates unusual infrastructure, support, or security requirements. Provider will obtain Customer’s agreement before charging new fees.

8. Customer-paid AI usage and BYOK

The Services are designed to support customer-supplied AI-provider accounts and API credentials, commonly called “bring your own key” or “BYOK.”

Unless an Order expressly states otherwise:

1. Customer selects and contracts directly with its AI provider.
2. Customer supplies its own API credentials.
3. AI-provider usage is billed directly to Customer by the selected provider.
4. AI usage fees are not included in the implementation fee or monthly subscription.
5. Customer is responsible for provider limits, account standing, usage settings, and charges.
6. Provider is not responsible for third-party price changes, outages, model changes, suspensions, or usage charges.

Customer must not provide API keys through ordinary email, chat, or unsecured forms. Keys should be entered only through an approved credential setup process.

Provider will not intentionally use Customer’s API credentials for another customer.

9. Credentials and connected systems

Customer retains responsibility for its accounts, credentials, software licenses, data sources, and connected systems.

Customer authorizes Provider and the configured agent to access connected systems only to the extent required for the agreed workflow.

Customer will:

1. Provide only credentials it is authorized to use;
2. Maintain appropriate licenses for connected software;
3. Revoke credentials when no longer needed;
4. Notify Provider of suspected unauthorized access;
5. Use separate, limited-access service accounts where practical; and
6. Avoid providing broader permissions than the workflow requires.

Provider may refuse credentials or access methods that create unreasonable security risk.

10. Permissions and human approval

Customer is responsible for selecting the permissions granted to each agent and identifying actions that require human approval.

Unless expressly authorized in writing and supported by appropriate controls, an agent must not independently:

1. Transfer funds;
2. Change banking information;
3. Enter binding contracts;
4. Approve payroll;
5. Delete material business records;
6. Terminate employees;
7. Make final hiring decisions;
8. Provide regulated professional advice;
9. Make decisions that determine a person’s legal rights, credit, insurance, housing, employment, healthcare, or access to essential services; or
10. Perform another action designated by Provider as high impact.

Customer must maintain qualified human review over material decisions and outputs.

11. AI limitations

Customer understands that AI systems are probabilistic and may produce incomplete, inaccurate, inconsistent, delayed, or inappropriate results.

Provider does not guarantee that an agent will:

1. Operate without interruption;
2. Produce error-free information;
3. Achieve a particular financial result;
4. Replace professional judgment;
5. Detect every error or security threat; or
6. Remain compatible with every third-party system.

Customer must independently review outputs before relying on them for material business, legal, financial, employment, safety, medical, or regulatory decisions.

The Services do not provide legal, accounting, tax, medical, investment, insurance, or other regulated professional advice.

12. Acceptable use

Customer will not use the Services to:

1. Violate applicable law or another party’s rights;
2. Access systems or data without authorization;
3. Commit fraud, impersonation, deception, or harassment;
4. Distribute malware or bypass security protections;
5. Generate or distribute unlawful content;
6. Make prohibited discriminatory decisions;
7. Conduct unlawful surveillance;
8. Process regulated data without required agreements and safeguards;
9. Conceal that an automated system is being used when disclosure is legally required;
10. Circumvent AI-provider restrictions; or
11. Place Provider, its infrastructure, or another customer at unreasonable risk.

Provider may suspend access when reasonably necessary to stop suspected unlawful activity, prevent material harm, protect systems, or comply with law.

13. Regulated and sensitive information

Customer must not provide protected health information, payment-card data, Social Security numbers, biometric information, government identification numbers, children’s data, or similarly sensitive information unless Provider has expressly approved the use in writing and the parties have completed any required security or data-processing agreement.

The standard Services are not represented as compliant with HIPAA, PCI DSS, GLBA, FERPA, CJIS, or another industry-specific framework unless an Order expressly says so.

14. Customer data

“Customer Data” means information, files, instructions, records, credentials, and content supplied by or on behalf of Customer or accessed from Customer-authorized systems.

As between the parties, Customer retains its rights in Customer Data.

Customer grants Provider a limited, non-exclusive right to process Customer Data only as reasonably necessary to:

1. Deliver and support the Services;
2. Maintain security;
3. Prevent abuse;
4. Comply with Customer instructions; and
5. Comply with applicable law.

Customer represents that it has all rights, permissions, notices, and legal bases necessary for Provider to process Customer Data as directed.

Provider will not sell Customer Data.

Provider will not use confidential Customer Data to train a generally available AI model unless Customer separately gives informed written permission.

15. Security

Provider will use reasonable administrative, technical, and organizational safeguards appropriate to the nature of the Services and information involved.

Security measures may include:

1. Encryption in transit;
2. Access restrictions;
3. Credential separation;
4. Logging;
5. Customer-specific permissions;
6. Human-approval controls;
7. Limited retention; and
8. Security updates.

No system is completely secure. Provider does not guarantee that unauthorized access, loss, or misuse can never occur.

Provider will notify Customer of a confirmed security incident involving Customer Data as required by applicable law and will reasonably cooperate with Customer’s response.

16. Confidentiality

“Confidential Information” means non-public business, technical, financial, security, customer, and operational information disclosed by one party to the other.

Each party will:

1. Use Confidential Information only to perform or receive the Services;
2. Protect it using reasonable care;
3. Disclose it only to personnel and contractors who need it and are subject to confidentiality obligations; and
4. Not disclose it to third parties except as authorized or legally required.

Confidential Information does not include information that the receiving party can demonstrate:

1. Was lawfully known without restriction;
2. Becomes public without breach;
3. Is received lawfully from another source; or
4. Is independently developed without using the other party’s Confidential Information.

If disclosure is legally required, the receiving party will provide notice when legally permitted.

17. Intellectual property

Provider retains all rights in:

1. The Stonewall Agents platform;
2. General software, tools, frameworks, connectors, templates, prompts, methods, documentation, and improvements;
3. Reusable workflow components;
4. Provider trademarks and branding; and
5. Technology developed independently of Customer-specific materials.

Customer retains its rights in Customer Data, Customer trademarks, and Customer-created materials.

Upon payment of applicable fees, Customer receives a non-exclusive, non-transferable right to use the configured agent during an active subscription for its internal business purposes.

Customer does not acquire ownership of Provider’s platform or reusable technology.

To the extent permitted by applicable law and third-party terms, Customer may use outputs generated for Customer. Provider does not warrant that AI-generated output is unique or eligible for intellectual-property protection.

18. Feedback

Customer may provide suggestions or feedback. Provider may use voluntary feedback without restriction or payment, provided Provider does not disclose Customer’s Confidential Information.

19. Third-party services

The Services may depend on third-party products such as AI providers, email platforms, accounting systems, customer-relationship systems, hosting providers, payment processors, and other software selected by Customer.

Third-party services are governed by their own terms and privacy practices.

Provider is not responsible for:

1. Third-party outages;
2. Changed or discontinued APIs;
3. Third-party security incidents;
4. Third-party data practices;
5. Customer’s violation of third-party terms; or
6. Fees charged by third parties.

Provider may modify an integration when a third party changes its service. Material new work may require additional fees.

20. Support and service availability

Provider will provide reasonable support through stonewallservicegroup@gmail.com.

Unless an Order states otherwise:

1. Support is provided during Provider’s normal business hours.
2. No guaranteed response or resolution time applies.
3. Planned maintenance may occur.
4. Emergency maintenance may occur without advance notice.
5. The Services may be temporarily unavailable due to maintenance, third parties, security events, or circumstances outside Provider’s reasonable control.

No formal service-level agreement applies unless separately signed.

21. Payment terms

Fees are stated in U.S. dollars.

Customer authorizes Provider and its payment processor to charge the payment method supplied for applicable one-time fees. Recurring fees may be charged only after Customer separately and affirmatively authorizes the monthly subscription.

Customer is responsible for applicable sales, use, transaction, or similar taxes, excluding taxes based on Provider’s net income.

Overdue amounts may result in suspension after reasonable notice. Customer remains responsible for amounts incurred before cancellation or termination.

Provider may change subscription pricing upon at least thirty days’ advance notice. A price change will apply no earlier than the next renewal after the notice period. Customer may cancel before the new price takes effect.

22. Cancellation

Customer may cancel the monthly subscription at any time before the next renewal by:

1. Using an available Stripe customer portal or cancellation function; or
2. Emailing a clear cancellation request to stonewallservicegroup@gmail.com from an authorized Customer email address.

Cancellation becomes effective at the end of the current paid billing period.

Service remains available through that date unless the Agreement is terminated for cause or access must be suspended for security or legal reasons.

Monthly subscription payments are not prorated or refunded, except where required by law.

Cancellation of the subscription does not refund the implementation fee or Customer’s third-party and AI-provider charges.

Provider will provide electronic confirmation of cancellation.

23. Term and termination

This Agreement begins when Customer accepts it and continues until all Orders and subscriptions end.

Either party may terminate for material breach if the breach is not corrected within ten days after written notice. No cure period is required for unlawful use, deliberate security abuse, fraud, infringement, or conduct creating imminent material harm.

Provider may terminate or suspend the Services if:

1. Customer fails to pay;
2. Customer violates acceptable-use requirements;
3. Continued service would violate law or third-party obligations;
4. Customer creates unreasonable security risk; or
5. A required third-party service becomes unavailable.

Upon termination:

1. Customer must stop using the Services;
2. Unpaid amounts become due;
3. Provider may revoke system access;
4. Each party will return or delete Confidential Information when reasonably requested, subject to legal and backup-retention requirements; and
5. Provisions intended to survive termination will remain effective.

24. Data export and deletion

Before cancellation becomes effective, Customer is responsible for exporting information it wishes to retain.

Following termination, Provider may delete Customer Data after a reasonable transition period, subject to legal obligations, security logs, payment records, backup cycles, and separately agreed retention requirements.

Provider is not responsible for Customer Data remaining in third-party systems controlled by Customer or its vendors.

25. Limited warranty

Provider warrants that implementation services will be performed in a professional and workmanlike manner.

Customer’s exclusive remedy for a properly reported breach of this warranty is re-performance of the affected implementation service. If Provider cannot reasonably re-perform it, Provider may refund the portion of fees reasonably attributable to the deficient work.

This limited warranty does not apply to problems caused by Customer instructions, unauthorized changes, third-party systems, Customer Data, misuse, or matters outside the agreed scope.

26. Disclaimers

Except for the express limited warranty above, the Services are provided “as is” and “as available.”

To the maximum extent permitted by law, Provider disclaims implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, uninterrupted operation, and any warranty arising from course of dealing or usage of trade.

Provider does not warrant any particular cost savings, revenue increase, labor reduction, response time, or other business outcome.

27. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, revenue, goodwill, business opportunities, or data, even if advised that such damages were possible.

Provider’s total aggregate liability arising from or related to the Services will not exceed the fees Customer paid to Provider during the six months immediately preceding the event giving rise to the claim.

The limitations in this section do not apply to liability that cannot legally be limited or excluded.

A court may adjust a limitation only to the minimum extent required to make it enforceable.

28. Customer indemnification

Customer will defend and indemnify Provider and its personnel against third-party claims, damages, penalties, and reasonable legal expenses arising from:

1. Customer Data;
2. Customer’s unlawful or unauthorized use of the Services;
3. Customer’s violation of another party’s rights;
4. Customer’s failure to obtain required permissions or notices;
5. Decisions or actions taken by Customer based on agent output; or
6. Customer’s violation of this Agreement.

Provider will give reasonable notice of a covered claim and allow Customer to control the defense, subject to Provider’s right to participate with its own counsel. Customer may not settle a claim in a way that admits wrongdoing by or imposes obligations on Provider without Provider’s written approval.

29. Compliance with law

Each party will comply with laws applicable to its own activities under this Agreement.

Customer is responsible for determining whether its intended workflow requires particular notices, consents, licenses, human oversight, retention practices, or regulatory approvals.

Provider’s configuration assistance is not legal or compliance advice.

30. Governing law and venue

This Agreement is governed by Florida law, without regard to conflict-of-law principles.

The parties will first attempt in good faith to resolve a dispute through written notice and a management-level discussion.

If a dispute is not resolved, exclusive jurisdiction and venue will lie in the state or federal courts located in the Florida county where Provider maintains its principal business office, and each party consents to that jurisdiction and venue.

31. Electronic acceptance

The parties consent to electronic transactions.

Checking an acceptance box, electronically signing an Order, submitting payment after being presented with this Agreement, or otherwise electronically indicating agreement may constitute an electronic signature.

Customer should retain a copy of this Agreement and each applicable Order.

32. Notices

Contractual notices must be sent by email.

Notices to Provider must be sent to:

Stonewall Service Group LLC Email: stonewallservicegroup@gmail.com

Notices to Customer may be sent to the billing, account, or authorized contact email supplied by Customer.

A notice is considered received when transmitted, unless the sender receives a delivery-failure notification.

33. Changes to this Agreement

Provider may update this Agreement prospectively.

Material changes affecting an active paid subscription will be provided by email or through the Services at least thirty days before taking effect.

Changes will not retroactively alter a completed implementation Order without Customer’s agreement.

If Customer does not agree to a material change, Customer may cancel before it takes effect.

34. General provisions

Neither party may assign this Agreement without the other party’s consent, except Provider may assign it in connection with a merger, reorganization, financing, or sale of substantially all relevant assets.

Provider may use qualified subcontractors and remains responsible for their performance to the extent stated in this Agreement.

Neither party is liable for delay caused by circumstances beyond its reasonable control.

Failure to enforce a provision is not a waiver.

If a provision is unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will remain effective.

Headings are for convenience only.

This Agreement and its Orders constitute the entire agreement concerning the Services and replace prior discussions on the same subject.

No amendment is effective unless accepted electronically or in writing by authorized representatives of both parties.

35. Contact

Questions, support requests, privacy requests, and cancellation notices may be sent to:

Stonewall Service Group LLC stonewallservicegroup@gmail.com