Terms of Service

1.0 Agreement Structure & Order of Precedence

These Terms of Service (“Terms”) constitute a legally binding agreement between Adept (“Company,” “we,” or “us”), a business incorporated in the State of Texas with its global headquarters in Dallas, Texas, and the entity or organization accessing our website, platform runtimes, or procuring our engineering services (“Client,” “you,” or “Customer”).

In the event of any direct conflict between these online Terms and an executed bilateral Master Services Agreement (MSA), Statement of Work (SOW), or Non-Disclosure Agreement (NDA) executed by authorized corporate signatories of both parties, the terms of the executed bilateral document shall supersede and govern.

2.0 Professional Engineering Services & SOW Execution

Adept provides specialized AI-Native Quality Assurance, Product Engineering, and Cybersecurity consulting under defined commercial engagement tiers:

• Technical Assessments: Fixed-scope mathematical validation benchmarks, red-team penetration tests, non-deterministic failure mode analyses, and vulnerability reporting.
• Architecture Advisory: High-level system design, state-space invariant modeling, compliance gating, and latency budget optimization.
• Embedded Residencies: Dedicated senior AI systems engineers embedded directly within client development sprints and production deployment pipelines.

All deliverables, acceptance criteria, milestone timelines, resource allocations, and professional fee structures are established in individual Statements of Work executed under these Master Terms.

3.0 Client Responsibilities & Access Clearances

Client shall provide timely access to necessary technical personnel, test environments, API documentation, synthetic test harnesses, and authorized sandbox credentials as reasonably required for Adept to perform the contracted services.

Client represents and warrants that all software, codebases, model weights, and datasets supplied to Adept are lawfully owned or licensed by Client and do not infringe any third-party intellectual property or trade secret protections.

4.0 Intellectual Property Allocation & Retained Rights

5.0 Software Platform Licensing (Mayar & Kawas)

Subject to commercial subscription terms and fee payment, Adept grants Client a non-exclusive, non-sublicensable, non-transferable enterprise license to deploy Mayar or Kawas within Client’s cloud VPCs or self-hosted infrastructure.

Client shall not (i) reverse engineer, decompile, or disassemble any binary component; (ii) bypass cryptographic licensing verification; (iii) scrape or benchmark output telemetry for public competitive marketing without consent; or (iv) utilize the software to construct a competing AI evaluation or prompt firewall commercial platform.

6.0 Enterprise Confidentiality & Non-Disclosure

Each party acknowledges that during an engagement, it may receive confidential, proprietary, or trade secret information of the other party. The receiving party agrees to protect such Confidential Information with the same degree of care it uses for its own confidential assets (and not less than reasonable care).

Adept strictly covenants that client model weights, prompt payloads, source code, and telemetry will never be used to train, fine-tune, or calibrate public models or third-party datasets.

7.0 Invoicing, Commercial Terms & Taxes

Unless specified otherwise in an executed Statement of Work, all invoices are payable Net thirty (30) days from invoice date in US Dollars (USD). Late payments incur interest at the lower of 1.5% per month or the maximum statutory rate allowable under law.

Fees are exclusive of all applicable sales, value-added (VAT), use, withholding, or excise taxes, which remain the sole responsibility of the Client (excluding taxes based on Adept’s net income).

8.0 Warranties & Service Level Commitments

Adept warrants that professional services will be performed in a professional, workmanlike manner in accordance with industry standards by qualified senior engineering personnel.

For licensed software platforms, Adept provides a 99.9% uptime SLA for hosted management planes and commits to sub-15ms proxy processing latency for Adept Kawas under supported network topologies.

9.0 Mutual Indemnification & Limitation of Liability

Each party shall defend, indemnify, and hold harmless the other party against third-party claims arising from gross negligence, willful misconduct, or direct infringement of valid third-party intellectual property rights.

EXCEPT FOR INDEMNIFICATION OBLIGATIONS OR BREACHES OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. TOTAL AGGREGATE LIABILITY ARISING UNDER ANY SOW SHALL BE CAPPED AT THE TOTAL FEES PAID OR PAYABLE BY CLIENT UNDER SUCH SOW IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10.0 Term, Termination & Data Purge

Either party may terminate an SOW for material breach upon thirty (30) days written notice if such breach remains uncured. Upon termination or expiration of any engagement, Adept shall immediately return or cryptographically purge all Client Confidential Information, source repositories, and test traces from its internal memory sandboxes within fourteen (14) calendar days.