Terms of Service

MicroGem Labs LLC · Phoenix, Arizona, USA Version 1.2 · Effective Date: September 26, 2026

1. Who We Are and What These Terms Cover

These Terms of Service (the "Terms") are an agreement between MicroGem Labs LLC ("MicroGem Labs," "Company," "we," "us") and the person or business that creates an account or purchases services from us ("Customer," "you").

We operate two product lines under one company:

These Terms cover both product lines. Sections that apply to only one line say so. Everything else applies to both.

By creating an account, clicking "I agree," or using the Services, you accept these Terms. If you are accepting on behalf of a business, you represent that you have authority to bind that business.

2. Definitions

3. Accounts and Eligibility

You must be at least 18 years old and able to form a binding contract. The Services are for business use and are not directed to children (see Section 16). You are responsible for safeguarding your credentials and API keys, for all activity under your account, and for keeping your contact and billing information current. Notify us promptly at support@microgemlabs.ai of any suspected unauthorized use.

4. Developer Services (microgemlabs.ai)

4.1 What's included

Subscription tools including uptime and browser monitoring, SSL-certificate monitoring, error tracking, log management, webhook relay and inspection, cron-job monitoring, public status pages, and on-call scheduling with push/SMS/voice notifications; a public REST API with API keys; an AI assistant with an executable "skills" system; GemScrape (a web-scraping API); and GemVoice (an AI phone receptionist).

4.2 On-call notifications

If you configure SMS or voice alerts, you represent that each recipient has consented (or that you are otherwise legally entitled to authorize alerts) to receive them at the number or channel provided, and you will keep recipient lists current. Recipients may use quiet hours, ask a Team owner to remove them, or use carrier opt-out mechanisms (such as replying STOP to SMS). Carriers may impose delivery limits we do not control.

4.3 AI assistant and agent skills

The AI assistant can, at your direction and subject to approval gates you control, take actions on infrastructure and services you connect. You are responsible for: (a) the scope of access you grant; (b) reviewing proposed actions before approval; and (c) the consequences of actions you approve. Configure the least access necessary.

Actions you approve through the AI assistant or agent skills are deemed taken by you. You are solely responsible for access you grant to third-party systems and for the results of approved actions. We maintain logs of proposed and approved actions for at least 90 days (or longer if required for a security investigation). AI outputs are subject to Section 10 (AI Output Disclaimer).

4.4 GemScrape acceptable use

GemScrape fetches and renders web pages at URLs you supply and returns content to you. You — not we — choose the targets. You represent and agree that:

We may throttle requests, block targets (including via allowlists or blocklists), require evidence of authorization for certain targets, or suspend GemScrape access if we reasonably believe use violates this section. You will indemnify us for third-party claims arising from your scraping targets and use of scraped content (Section 15).

4.5 GemVoice

GemVoice is a standalone AI phone receptionist. If you deploy GemVoice, the obligations in Sections 5.3 (call recording and consent) and 5.4 (telephony/SMS compliance) apply to you as if you were a Client, including announcing recording before it begins and complying with call-recording laws in all jurisdictions where your callers may be located.

4.6 Bring-your-own-key (BYOK)

You may optionally supply your own API keys for third-party LLM providers. We store BYOK keys encrypted and use them solely to make requests on your behalf. Your use of a BYOK provider is governed by your agreement with that provider, including its usage, content, and training terms. You are responsible for the fees, quotas, and conduct rules of your BYOK provider, and for not sending data that your policies or contracts forbid to that provider.

5. GemSmart Services (gemsmart.ai)

5.1 Structure: you serve your customers; we serve you

GemSmart is a managed service. We set up and operate, on your behalf, tools that interact with your End Users: an AI phone receptionist, SMS messaging, a website with lead forms, AI chat and online booking, payments via your own Stripe account, reputation and competitor monitoring, and social posting.

This structure matters legally:

5.2 Your responsibilities as a Client; regulated verticals

You will: (a) provide accurate business information (hours, services, pricing, policies) and keep it current; (b) maintain a privacy notice for your End Users that covers the GemSmart tools operating on your behalf, including call recording and SMS; (c) obtain any consents your business or industry requires; and (d) comply with laws applicable to your business, including consumer-protection, telemarketing, and industry-specific rules.

Regulated use. GemSmart is designed for general small-business use. You may not use GemSmart to create, receive, maintain, or transmit protected health information subject to HIPAA, or to provide services that would make us your business associate, unless we have executed a separate Business Associate Agreement (or other written addendum) with you. The same applies to other highly regulated categories (for example, certain legal-privilege or financial-services workflows) that would impose duties on us beyond these Terms. We may refuse or suspend accounts that appear to require such handling without an applicable addendum.

5.3 AI phone receptionist; call recording

The AI receptionist answers your business line 24/7, converses using speech-to-text, an LLM, and text-to-speech, books appointments, takes messages, and transfers calls.

5.4 SMS; TCPA and sender-of-record

GemSmart can send appointment confirmations and reminders, missed-call text-backs, review requests, and follow-up sequences to your End Users.

5.5 Website, chat, booking, and intake forms

We build and host a website for your business on your domain or ours, with lead forms, AI chat that answers only from facts you approve, and online booking that collects End User name and contact details, appointment details, and optional intake answers (which may include photos and free text the End User chooses to share).

Do not configure intake forms to solicit sensitive health, financial, or government-ID information unless your business genuinely needs it, you have confirmed your legal obligations for handling it, and Section 5.2 does not prohibit the use.

5.6 Payments — you are the merchant of record

Deposits, card-on-file, and pay-by-link run through Stripe Connect on your own Stripe account. You are the merchant of record for every End User transaction. We never receive or hold End User card data (Stripe does), we are not a party to your transactions with End Users, and refunds, chargebacks, disputes, and receipts are between you, your End User, and Stripe under your Stripe agreement.

5.7 Reputation monitoring, competitor monitoring, and social posting

We collect publicly available data (e.g., Google reviews and ratings, competitor listing data, public forum mentions) about and for your business. We publish social posts only through accounts you connect (Facebook, Instagram, Google Business Profile) via a third-party posting service, and only after you approve AI-generated drafts. You are responsible for the content you approve and for complying with each platform's terms.

5.8 AI learning with human approval; Owner Line

The system may propose "learned insights" from calls and chats. Nothing becomes part of your AI's answers until you approve it. Every AI-made change to your business data is logged and can be undone. The Owner Line lets you change business data by phone using a PIN from your registered numbers; keep your PIN confidential and your registered numbers current.

5.9 Data processing terms (GemSmart)

For End User personal data we process on your behalf, we agree that we: (a) process it only to provide the GemSmart Services and per your documented instructions; (b) do not sell it or use it for our own marketing; (c) do not train our own models on it; (d) impose confidentiality obligations on personnel who handle it; (e) engage only the subprocessors listed in the Privacy Notice appendix (or successors notified per the DPA), remaining responsible for their performance; (f) apply the security measures summarized in the Privacy Notice; (g) assist you, at reasonable cost, with End User rights requests and lawful data-access demands; (h) notify you without undue delay after becoming aware of a personal-data breach affecting End User personal data we process on your behalf, and provide information reasonably available to help you meet your own notification duties; and (i) delete or return End User personal data at termination per Section 8.5.

A separate, signature-ready Data Processing Agreement is available on request at legal@microgemlabs.ai. If a signed DPA conflicts with this Section 5.9, the signed DPA controls for processor obligations.

6. Fees, Billing, and Cancellation

6.1 Subscriptions and auto-renewal

Paid plans renew automatically — monthly or yearly, per your selection — until cancelled. You can cancel anytime from your dashboard; cancellation takes effect at the end of the current billing period, and you keep access until then. GemSmart has no long-term contracts: it is month-to-month (or annual if you choose annual), cancellable anytime. Checkout and account screens will disclose the plan term, price, and how to cancel.

6.2 Payment methods

Card payments are processed by Stripe. We do not store card numbers.

Where we enable cryptocurrency payment for a product, we may accept pay-per-call or similar payments in USDC through a third-party payment gateway. Crypto payments are final when confirmed on-chain under the gateway's rules, are not refundable as crypto (any refund we owe is issued in USD under our then-current process, where required by law or these Terms), and you are responsible for network fees and for sending to the correct address. You represent that you are not located in an embargoed jurisdiction and are not a prohibited party under applicable sanctions laws. We may decline or reverse crypto payments that appear to violate sanctions or gateway rules.

6.3 Prepaid usage credits

Some plans include prepaid usage allowances (e.g., GemScrape pages, GemVoice minutes) with optional top-up packs:

6.4 Price changes and taxes

We may change prices with at least 30 days' notice; changes apply at your next renewal. Fees are exclusive of taxes; we collect sales/use/VAT-type taxes where we are required to, based on your billing information, and you are responsible for the rest.

6.5 Nonpayment

If payment fails, we may retry, downgrade, suspend, or terminate the account after notice and a reasonable cure period.

6.6 Refunds

Except as required by law or stated in these Terms, fees are nonrefundable.

7. Acceptable Use (all Services)

You will not, and will not permit anyone to: (a) break the law or infringe others' rights using the Services; (b) probe, breach, or test the security of the Services or others' systems without authorization; (c) transmit malware or interfere with the Services' operation; (d) send spam or messages without required consent; (e) misrepresent your identity or the origin of communications; (f) resell the Services without our agreement; (g) use the Services to build a competing product by systematic extraction; (h) attempt to extract model weights or bypass AI safety controls; (i) use the Services for high-risk activities where failure could cause death, personal injury, or severe damage (e.g., life support, aviation control); or (j) use monitoring, scraping, or notification features against targets or recipients you have no right to monitor, scrape, or contact.

Public status pages. If you publish a public status page, you are responsible for the labels and information you choose to make public, including ensuring they do not unlawfully expose third-party personal data.

8. Customer Content, Ownership, Portability, and Feedback

8.1 Yours stays yours

Customer Content belongs to you. We claim no ownership of it.

8.2 Our license

You grant us a limited, non-exclusive license to host, copy, transmit, display, and process Customer Content solely to provide, secure, and support the Services, and as instructed by you. This license ends when the content is deleted per Section 8.5, except for encrypted backups purged on rotation and records we must retain by law.

8.3 No training on your content

We do not train our own models on Customer Content. Third-party LLM processing is described in Section 10 and the Privacy Notice; provider-side training terms are governed by those providers' API terms (or your BYOK provider's terms).

8.4 Portability

Website and business content in GemSmart is stored as structured, exportable data. You can export your content and, if the domain is yours (or transferred to you), leave with your domain and content. Developer Services configuration and eligible data can be exported as described in product documentation or on request.

8.5 Deletion

On account deletion, we remove Customer Content from production systems within 30 days, with encrypted backups purged on a fixed rotation thereafter (see Privacy Notice). We may retain billing, tax, and dispute records as required by law.

8.6 Your responsibilities for content

You represent that you have the rights and consents needed for the Customer Content you submit and the instructions you give (including recordings, imported contacts, scraped targets, on-call recipients, and materials you upload).

8.7 Feedback

If you give us feedback or suggestions about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and exploit them without restriction or obligation to you.

9. Third-Party Services

The Services interoperate with third-party services (Stripe, Twilio, LLM providers, social platforms, your connected infrastructure, and the subprocessors listed in the Privacy Notice). Your use of a third-party service is governed by its terms. We are not responsible for third-party services, and features depending on them may change if a provider changes or discontinues its service.

10. AI Output Disclaimer

AI Features generate content automatically. Outputs may be inaccurate, incomplete, or inappropriate for your situation. You are responsible for reviewing AI outputs before relying on them or approving actions based on them, including receptionist responses, drafted messages and posts, learned insights, analyses, and agent actions. AI Features are not professional advice (legal, medical, financial, or otherwise). We do not guarantee that outputs are unique across customers.

11. Service Levels; Beta Features

11.1 Paid Developer Services availability

For paid Developer Services plans (excluding free, trial, and beta features), we will use commercially reasonable efforts to make check-execution infrastructure available 99.9% of each calendar month, excluding: (a) scheduled maintenance announced on our status page; (b) outages caused by your configuration, your targets, or third-party providers outside our control; and (c) Force Majeure (Section 17).

If we miss that monthly target, your exclusive remedy is a service credit equal to 10% of that month's subscription fees for the affected Developer Service, requested in writing within 30 days after the month ends. Credits apply to future fees only, are not refunds, and do not stack beyond one month of fees for any single month's shortfall. This Section 11.1 is the entire service-level commitment for Developer Services unless a signed Order Form states otherwise.

11.2 GemSmart and best-effort features

Unless an Order Form states otherwise, GemSmart and any feature not covered by Section 11.1 are provided on a commercially reasonable efforts basis without a numeric uptime commitment.

11.3 Beta features

Features labeled beta, preview, or experimental are provided as-is, may change or be withdrawn at any time, and are excluded from Section 11.1 and from any support or reliability expectations.

12. Suspension and Termination

We may suspend or limit the Services (with notice where practicable) if: your use violates Section 4.4, 5.2, 5.4, or 7; your use threatens the security or integrity of the Services or others; carrier, platform, or provider requirements compel it; or payment fails per Section 6.5. We may terminate for material breach uncured 14 days after notice, or if required by law. You may terminate anytime by cancelling. Sections that by their nature survive (including Sections 5.9, 6, 7, 8, 10, 13–15, and 17–21) survive termination.

13. Warranty Disclaimer

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT AI OUTPUTS WILL BE ACCURATE.

Some jurisdictions do not allow certain disclaimers. In those places, our warranties are limited to the maximum extent permitted by applicable law.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION; AND (b) OUR TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES IS CAPPED AT THE FEES YOU PAID US FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

These limits do not apply to: (i) your payment obligations; (ii) your indemnification obligations; (iii) our indemnification obligations under Section 15; or (iv) either party's liability for fraud or willful misconduct, or any other liability that cannot be limited under applicable law (including liability for death or personal injury caused by negligence where such a rule applies).

15. Indemnification

You will defend and indemnify us against third-party claims arising from: (a) your Customer Content; (b) your scraping targets and use of scraped content; (c) your communications to End Users and recipients (calls, recordings, SMS) and the consents behind them; (d) your transactions with End Users; (e) your violation of these Terms or law.

We will defend and indemnify you against third-party claims that the Services, as provided by us and used per these Terms, infringe a US patent, copyright, or trademark — excluding claims arising from Customer Content, combinations with non-MicroGem items, or your breach.

The indemnified party must give prompt notice and reasonable cooperation; the indemnifying party controls the defense. Neither party will settle a claim in a way that admits fault by, or imposes non-monetary obligations on, the other without that party's prior written consent (not to be unreasonably withheld).

16. Children

The Services are not directed to children under 13 (or under 16 where a higher age applies), and we do not knowingly collect their personal information. Account holders must be 18+. Clients must not direct GemSmart tools at children.

17. Force Majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control (including internet or utility failures, carrier or platform actions, labor disputes, war, or acts of government), except for payment obligations.

18. Governing Law; Venue; Informal Resolution

These Terms are governed by Arizona law, without regard to conflicts rules. Exclusive venue for disputes is the state and federal courts located in Maricopa County, Arizona, and the parties consent to their jurisdiction.

Informal resolution. Before filing a lawsuit, the complaining party will send written notice of the dispute and try in good faith to resolve it informally for 30 days. This requirement does not apply to requests for temporary restraining orders or other provisional relief, or to claims proceeding in small-claims court.

19. Changes to These Terms

We may update these Terms. For material changes, we will give at least 30 days' notice by email to the account owner or in-app notice before they take effect; continued use after the effective date is acceptance. If you do not agree, cancel before the change takes effect.

20. Confidentiality

Each party may receive non-public information from the other ("Confidential Information"), including API keys, Customer Content, and non-public product information. The receiving party will use it only to perform under these Terms and will protect it with reasonable care. Confidential Information does not include information that is public through no fault of the receiver, independently developed, or rightfully received from another source without duty. Either party may disclose Confidential Information if required by law, after giving notice where legally permitted. Obligations last for 3 years after disclosure, and indefinitely for trade secrets and personal data as required by law or the Privacy Notice / DPA.

21. Notices

We send notices to your account email; you send notices to legal@microgemlabs.ai or our mailing address below. Notices are effective when sent (email) or received (mail).

22. Miscellaneous

Entire agreement (together with any Order Form and the Privacy Notice); no waiver by inaction; severability; no assignment by you without our consent (we may assign to an affiliate or successor in connection with a corporate transaction, with notice where practicable); independent contractors; no third-party beneficiaries (End Users are expressly not third-party beneficiaries); export-control and sanctions compliance — you represent you are not in an embargoed jurisdiction or on a restricted-party list; headings are for convenience.

23. Contact

MicroGem Labs LLC 15144 West Windrose Drive, Surprise, AZ 85379, USA Support: support@microgemlabs.ai · Legal: legal@microgemlabs.ai · Privacy: legal@microgemlabs.ai

Terms of Service — MicroGem Labs