Master Service Agreement

1.1 Engagement Structure

Purfect AI provides fixed-price AI infrastructure engagements as described in one or more mutually executed Statements of Work. Each SOW defines the specific deliverables, timeline, fees, and support terms for that engagement. This Agreement governs all SOWs between the parties.

1.2 Services Offered

Purfect AI’s current service offerings include, but are not limited to:

• PurfectShield — Local HTTPS gateway deployment that intercepts and filters LLM API calls according to client-defined rules, operating entirely on Client infrastructure.
• Managed AI Agents — Purpose-built AI agents deployed on Client infrastructure with full source code delivery.
• AI Infrastructure — Deployment, configuration, and operations support for AI systems on Client systems.
• Bots & Integrations — AI-powered integrations with Client platforms and workflows.
• Training & Certification — Technical training, model fine-tuning, and certification programs.

1.3 Staffing

Purfect AI delivers all engagements using principal-level engineers. Purfect AI reserves the right to select specific personnel for each engagement.

1.4 Changes to Scope

Any change to the deliverables, timeline, or requirements described in an executed SOW requires a written change order signed by both parties. Work outside the agreed scope will not be commenced without an executed change order establishing the additional fee and timeline.

1.5 Pre-Engagement Discovery and Alignment

Prior to execution of any SOW, Purfect AI includes up to three (3) sales alignment and discovery calls at no charge. These calls are scoped to understanding Client’s technical environment, business requirements, compliance considerations, and selecting the appropriate service tier. Discovery calls do not constitute a binding commitment by either party and are not billable. Additional pre-engagement consultation beyond three (3) sessions may be billed at Purfect AI’s then-current hourly rate or rolled into the SOW at Purfect AI’s discretion.

1.6 White Glove Integration — Tier Definitions

All engagements include a white glove integration component delivered by Purfect AI’s principal engineers. Integration hours are defined per tier as follows and are inclusive in the engagement fee stated in the applicable SOW:

Integration hours are non-transferable, do not carry over between tiers, and expire at the end of the applicable Warranty Period. Hours consumed beyond the included allocation will be billed at Purfect AI’s then-current hourly rate as specified in the SOW or a written change order.

2.1 Fixed-Price Engagements

All engagements are priced on a fixed-fee basis as stated in the applicable SOW. There are no hourly rates, retainer arrangements, or variable fees unless expressly stated in the SOW.

2.2 Payment Schedule

Unless otherwise specified in the SOW, the default payment schedule is: fifty percent (50%) due upon execution of the SOW, and fifty percent (50%) due upon delivery of final deliverables. Payments are due within fifteen (15) days of invoice.

2.3 Late Payments

Invoices not paid within fifteen (15) days of the due date accrue interest at 1.5% per month. Purfect AI reserves the right to suspend services for accounts more than thirty (30) days past due.

2.4 Taxes

Client is responsible for all applicable taxes, levies, or duties imposed by taxing authorities, excluding taxes on Purfect AI’s net income.

3.1 Work Product Ownership

Upon receipt of full payment for an engagement, Purfect AI irrevocably assigns to Client all right, title, and interest in the custom work product developed specifically for Client under that SOW, including all source code, documentation, and related materials (“Deliverables”).

3.2 No License Dependency

Client’s ownership of the Deliverables is unconditional and perpetual. Continued use of the Deliverables does not require any ongoing license, subscription, or relationship with Purfect AI. There is no kill switch, license server, or mechanism by which Purfect AI can disable or revoke Client’s use of delivered source code.

3.3 Purfect AI Background IP

Purfect AI retains ownership of its pre-existing tools, frameworks, methodologies, and general-purpose libraries (“Background IP”). To the extent any Background IP is incorporated into the Deliverables, Purfect AI grants Client a perpetual, irrevocable, royalty-free license to use such Background IP solely as part of the Deliverables.

3.4 Third-Party Components

Deliverables may incorporate open-source or third-party components. Purfect AI will identify all such components in the Deliverables documentation. Client is responsible for compliance with the applicable open-source licenses.

⚠ IMPORTANT — READ CAREFULLY

Purfect AI is a technical implementation vendor, not a legal, compliance, or regulatory advisor. Nothing in this Agreement or any SOW, and no deliverable, service, or communication from Purfect AI, constitutes legal advice, compliance advice, or a regulatory opinion of any kind.

5.1 Access and Cooperation

Client shall provide Purfect AI with timely access to systems, environments, personnel, and information reasonably necessary to perform the services. Delays caused by Client’s failure to provide such access may extend timelines without liability to Purfect AI.

5.2 Client Infrastructure

All Purfect AI services are deployed on Client’s own infrastructure. Client is responsible for maintaining adequate infrastructure, network access, security controls, and administrative access required for deployment and operation of the Deliverables.

5.3 Compliance Rule Authorship

Where Client engages Purfect AI to implement filtering, data handling, or compliance-related features, Client is responsible for providing accurate, complete, and legally reviewed rule specifications. Purfect AI will implement the rules as specified. Client bears full responsibility for the adequacy of those specifications.

5.4 Acceptable Use

Client shall not use the Deliverables for any unlawful purpose or in any manner that violates applicable law.

6.1 Client Data Stays on Client Infrastructure

Purfect AI’s services are designed to operate entirely on Client’s infrastructure. Client data, including any data processed by AI systems deployed under this Agreement, does not transit through or reside on Purfect AI’s systems unless explicitly agreed in writing in the applicable SOW.

6.2 No Data Access

Purfect AI does not request, require, or retain access to Client’s production data, patient data, customer data, or any other sensitive data in the normal course of service delivery. Any access required for troubleshooting will be limited in scope, time-bounded, and agreed in advance with Client.

6.3 Confidentiality of Client Data

To the extent Purfect AI personnel incidentally access Client data in the course of an engagement, such data shall be treated as Confidential Information under Section 8 of this Agreement.

7.1 Nature of the Engagement

Client acknowledges that the primary deliverable of every Purfect AI engagement is source code, transferred in full to Client upon payment. Purfect AI’s warranty obligations are intentionally limited in scope and duration to reflect this structure. Client is purchasing a software asset, not an ongoing service or guaranteed operational outcome.

7.2 Limited Bug-Fix Warranty

Purfect AI warrants that the Deliverables will materially conform to the specifications in the applicable SOW for ninety (90) days following the date of final delivery (“Warranty Period”). During the Warranty Period, Purfect AI’s sole obligation is to correct documented defects — defined as reproducible failures to conform to the written SOW specifications — at no additional charge, subject to the response and resolution timelines in Section 10.

7.3 Warranty Exclusions

The warranty in Section 7.2 does not apply to defects or failures arising from:

• any modification to the Deliverables made by Client or any third party;
• Client’s failure to maintain infrastructure, dependencies, or environment as specified at delivery;
• changes to third-party APIs, models, or platforms after the delivery date;
• misuse, misconfiguration, or operation outside the documented intended use; or
• issues caused by factors outside Purfect AI’s reasonable control.

7.4 AI System Disclaimer

Client acknowledges that AI and machine learning systems are probabilistic by nature and do not produce guaranteed, deterministic, or error-free outputs. Purfect AI does not warrant that any AI system, agent, or model delivered under this Agreement will produce any particular result, achieve any specific accuracy rate, or perform without error in all circumstances. Variance in AI output is not a defect.

7.5 Disclaimer of Other Warranties

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.2, PURFECT AI PROVIDES ALL SERVICES AND DELIVERABLES “AS IS” AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO STATEMENT BY PURFECT AI, WHETHER ORAL OR WRITTEN, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

8.1 Definition

“Confidential Information” means any non-public information disclosed by one party to the other in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

8.2 Obligations

Each party agrees to: (a) hold the other party’s Confidential Information in strict confidence; (b) not disclose it to third parties without prior written consent; and (c) use it only as necessary to perform obligations under this Agreement.

8.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known before disclosure; (c) is independently developed without use of Confidential Information; or (d) must be disclosed by law or court order, provided the receiving party gives prompt written notice where permitted.

8.4 Duration

Confidentiality obligations survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall remain confidential indefinitely.

9.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PURFECT AI’S TOTAL CUMULATIVE LIABILITY TO CLIENT ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PURFECT AI UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9.2 Exclusion of Consequential Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.3 Compliance Losses

PURFECT AI SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY FINES, PENALTIES, REGULATORY ACTIONS, AUDIT FAILURES, OR OTHER LOSSES ARISING FROM CLIENT’S FAILURE TO SATISFY ANY LEGAL OR REGULATORY REQUIREMENT, REGARDLESS OF WHETHER PURFECT AI SERVICES WERE USED IN CONNECTION WITH SUCH REQUIREMENT.

9.4 Essential Basis

The parties acknowledge that the limitations in this Section reflect a reasonable allocation of risk and are an essential basis of the bargain between them. Purfect AI would not have entered into this Agreement without these limitations.

10.1 Standard Warranty Support

During the ninety (90) day Warranty Period defined in Section 7.2, Purfect AI will provide bug-fix support for documented defects in the Deliverables at no additional charge, subject to the following service levels:

• Initial Response: Within four (4) business hours of a support request submitted by Client’s designated contact, Monday through Friday, excluding U.S. federal holidays.
• Resolution Target: Purfect AI will use commercially reasonable efforts to deliver a fix or documented workaround within seven (7) calendar days of confirming the defect. Complex defects requiring architectural changes may require a mutually agreed extended timeline.
• Severity Classification: All warranty support issues are classified as non-critical unless the Deliverable is entirely non-functional. Purfect AI does not offer guaranteed same-day or emergency response under standard warranty support.

10.2 Scope of Warranty Support

Warranty support covers defects as defined in Section 7.2. It does not cover feature requests, configuration changes, integration of new third-party services, or any issues excluded under Section 7.3. Requests outside this scope will be quoted as a separate engagement.

10.3 Optional — Priority Support Retainer

Clients requiring elevated response times may engage Purfect AI under a separate Priority Support Retainer (“Retainer”), the terms of which are set out in a separate retainer agreement or SOW. Standard Retainer terms are as follows:

• Response Time: Four (4) hours from time of submission, seven (7) days per week, including evenings, weekends, and holidays.
• Scope: Defects, configuration issues, operational questions, and non-feature-request technical guidance related to the Deliverables.
• Billing: Retainer fee as agreed in the applicable SOW, billed monthly in advance. Unused hours do not carry over.
• Termination: Either party may terminate the Retainer with thirty (30) days written notice. Prepaid fees for the current month are non-refundable.

10.4 Optional — Annual Code Update Program

Purfect AI may, at its discretion, offer an Annual Code Update Program (“Update Program”) to eligible Clients. Eligibility and terms are as follows:

• Eligibility: Client must not have modified the delivered source code from its original delivered state. Clients who have modified source code are not eligible for direct updates and must engage professional services integration as described below.
• Update Fee: One thousand dollars ($1,000) per annual update cycle, which entitles Client to receive the latest production release of the applicable Deliverable source code.
• Integration — Unmodified Source: Where Client has not modified the source code, Purfect AI will apply the update to Client’s deployment as part of the $1,000 fee.
• Integration — Modified Source: Where Client has modified the source code, integration of updates into Client’s variation requires a separate professional services engagement billed at Purfect AI’s then-current hourly rate as specified in the applicable SOW. Client acknowledges that scope, complexity, and cost of such integration will vary based on the extent of Client’s modifications.
• No Obligation: Participation in the Update Program is optional. Purfect AI does not guarantee the availability, frequency, or nature of updates. Updates are provided as-is under the same limited warranty as the original Deliverables.

10.5 Post-Warranty Engagements

Work required after expiration of the Warranty Period and outside any active Retainer or Update Program will be scoped and billed as a new engagement under a separate SOW at Purfect AI’s then-current rates.

11.1 Term

This Agreement begins on the date of the last signature below and continues until all active SOWs have been completed, unless terminated earlier in accordance with this Section.

11.2 Termination for Cause

Either party may terminate this Agreement or any SOW immediately upon written notice if the other party materially breaches this Agreement and fails to cure the breach within fifteen (15) days of written notice.

11.3 Termination for Convenience

Client may terminate an SOW for convenience upon thirty (30) days written notice. In such event, Client shall pay for all work performed through the termination date plus reasonable wind-down costs, not to exceed the full SOW fee.

11.4 Effect of Termination

Upon termination, each party shall return or destroy the other party’s Confidential Information. Sections 3, 4, 6, 7, 8, 9, and 12 survive termination.

12.1 Governing Law

This Agreement is governed by the laws of the State of Utah, without regard to its conflict of law principles. Any dispute arising under this Agreement shall be resolved exclusively in the state or federal courts located in Utah County, Utah.

12.2 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties.

12.3 Entire Agreement

This Agreement, together with all executed SOWs, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, representations, and understandings.

12.4 Amendments

This Agreement may only be amended by a written instrument signed by authorized representatives of both parties.

12.5 Waiver

Failure to enforce any provision of this Agreement does not constitute a waiver of the right to enforce that provision in the future.

12.6 Severability

If any provision of this Agreement is found unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force.

12.7 Notices

Notices under this Agreement shall be in writing and delivered by email with confirmation, overnight courier, or certified mail to the addresses specified in the applicable SOW.

12.8 Force Majeure

Neither party is liable for delays or failures in performance caused by circumstances beyond their reasonable control, provided the affected party gives prompt written notice and uses reasonable efforts to mitigate the impact.

12.9 Counterparts

This Agreement may be executed in counterparts, including electronic signatures, each of which shall be deemed an original.

Up Time Consulting LLC D/B/A Purfect AI

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