Master Services Agreement

Epopteia provides custom AI system architecture, development, deployment, and optimization services ('Services') as detailed in project-specific SOWs. Services may include:

• Operational flow mapping and root cause analysis
• Custom AI model development and training
• System architecture design and clarity engineering
• Integration with existing client infrastructure
• Deployment support and team onboarding
• Ongoing monitoring and optimization (if contracted)

Standard Pricing Tiers:

• Single System: $2,500 — one system deployment
• Operations Pack: $4,500 — two integrated systems
• Full Intelligence: $7,000 — complete stack deployment

Payment Terms:

• 50% deposit upon SOW execution
• 50% upon system delivery and acceptance
• Net 15 terms for invoices
• Late payments subject to 1.5% monthly interest

Client Ownership:

• Client retains ownership of all proprietary data provided
• Client receives perpetual license to use deployed systems per SOW scope
• Client-specific configurations and customizations are included in license

Epopteia Retention:

• The Seven Laws framework and clarity architecture methodologies
• Reusable code libraries and system components
• Architectural patterns and templates
• Pre-existing intellectual property

Both parties agree to maintain confidentiality of all proprietary information disclosed during the engagement. This obligation survives termination of this Agreement for a period of three (3) years.

Exceptions include: publicly available information, information independently developed, or information required to be disclosed by law.

Epopteia warrants that:

• Services will be performed in a professional manner consistent with industry standards
• Delivered systems will substantially conform to specifications in the SOW
• Systems will be free from material defects for 30 days post-delivery

DISCLAIMER: We do not warrant specific business outcomes. While systems are designed for operational clarity and efficiency, results depend on factors beyond our control including client data quality, operational processes, and market conditions.

EPOPTEIA'S TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

This Agreement remains in effect until all SOWs are completed or terminated. Either party may terminate an active SOW with thirty (30) days written notice.

Upon termination:

• Client pays for all work completed to termination date
• Epopteia delivers all work-in-progress in its current state
• Client license to incomplete systems terminates
• Confidentiality obligations survive