EpicMe Master Services Agreement

DRAFT — v1 FOR ATTORNEY REVIEW This document is a first draft prepared in plain language for review by qualified legal counsel. It is not final legal advice and should not be executed or relied upon until reviewed, revised, and approved by an attorney licensed in the relevant jurisdiction(s). Bracketed items are placeholders that must be completed before use.

Master Services Agreement

This Master Services Agreement (the "Agreement") is entered into as of [EFFECTIVE DATE] (the "Effective Date") between [EPICME LEGAL ENTITY NAME], a [ENTITY TYPE AND JURISDICTION OF FORMATION] ("EpicMe", "we", "us"), and the customer identified in the applicable order form or signup flow ("Customer", "you").

By signing below, clicking "I agree," or using the Service, Customer agrees to this Agreement.

1. Definitions

• "Service" means EpicMe's platform for creating, hosting, and querying Droids, including the intake experience, profiling tools, dashboards, and the REST and MCP APIs.
• "Droid" means an AI-generated, queryable digital approximation of a Subject's professional persona, built from the Subject Data and designed to answer professional questions in the way that Subject likely would. A Droid is a statistical approximation produced by artificial intelligence. It is not the Subject, and it does not speak for the Subject.
• "Subject" means an individual person (typically a member of Customer's staff) about whom a Droid is created.
• "Subject Data" means all data provided or collected to build and operate a Droid, including intake answers (which may cover family background, education, career history, decision-making scenarios, and communication style), uploaded or pasted documents (such as CVs, peer evaluations, writing samples, and social-media exports), data imported from third-party AI-clone or similar services, consented public-web research findings, Droid query logs, and generated profiles.
• "API Consumer" means any third party (for example, a meeting assistant, agent framework, or business partner) to whom Customer or a Subject issues an API key or otherwise grants access to query a Droid.
• "Droid Output" means any answer, text, or other content generated by a Droid in response to a query.
• "Companion Documents" means the EpicMe Data Processing Addendum ("DPA"), the EpicMe Privacy Policy, and the EpicMe Droid Subject Agreement & Waiver, each as referenced in this Agreement.
• "Order" means an order form, signup selection, or plan configuration specifying the services and fees.

2. The Service and the Nature of a Droid

2.1 What EpicMe does. EpicMe provides the Service so that Customer can create Droids of its Subjects. A Subject completes a gamified intake; EpicMe builds a profile of the Subject (using AI models provided by Anthropic); and the resulting Droid can then be queried through EpicMe's REST and MCP APIs using API keys issued by Customer or the Subject.

2.2 A Droid is an approximation. Customer understands and agrees that:

• (a) A Droid is an AI-generated approximation of how a Subject might answer professional questions. It is not the Subject, is not controlled in real time by the Subject, and its answers are not statements made by the Subject.
• (b) Droid Output may be wrong. It may be incomplete, outdated, misattributed, or simply incorrect, including in ways that sound confident and plausible.
• (c) Fidelity is measured, not guaranteed. EpicMe tests each Droid against held-out answers from the Subject and may report fidelity metrics. Those metrics describe past test performance only. EpicMe makes no guarantee of any level of accuracy, fidelity, or resemblance to the Subject for any particular query or use.

2.3 Service changes. EpicMe may improve, modify, or update the Service, provided the changes do not materially reduce the core functionality Customer has paid for during the then-current term.

3. License Grant and Access

3.1 License to Customer. Subject to this Agreement and payment of fees, EpicMe grants Customer a non-exclusive, non-transferable, non-sublicensable (except to API Consumers as described in Section 4) right during the term to access and use the Service for Customer's internal business purposes and permitted downstream integrations.

3.2 License to EpicMe. Customer grants EpicMe a non-exclusive license to host, process, transmit, and display Subject Data and Customer's other data solely as needed to provide, secure, and improve the Service, consistent with the DPA and Privacy Policy. EpicMe does not acquire ownership of Subject Data.

3.3 Accounts and keys. Customer is responsible for its accounts, credentials, and all API keys issued under its account, and for all activity conducted through them.

4. Droid Output and Downstream Use

*This Section is a core term of this Agreement. Customer must ensure that every API Consumer it enables is bound by terms at least as protective as this Section.*

4.1 Informational only. All Droid Output is AI-generated content provided for informational purposes only. Droid Output:

• (a) does not create, evidence, or modify any commitment, agreement, approval, representation, warranty, or other binding obligation of the Subject, the Customer, or EpicMe;
• (b) is not legal, medical, financial, tax, accounting, or other regulated professional advice, and is not a substitute for consulting a qualified professional;
• (c) may not reflect the Subject's actual current views, knowledge, or decisions.

4.2 Reliance at own risk. Any API Consumer or other person who relies on Droid Output does so entirely at their own risk. Neither EpicMe nor the Subject is liable to any API Consumer or downstream user for decisions made or actions taken based on Droid Output.

4.3 Customer controls downstream access. Customer decides who receives API keys and how Droids are used downstream. Customer is solely responsible for: (a) vetting API Consumers; (b) contractually passing through the disclaimers and restrictions in this Section 4 and Section 5; (c) revoking keys when appropriate; and (d) all use of Droids by its API Consumers, whether or not authorized, except to the extent caused by EpicMe's breach of this Agreement.

4.4 Labeling. Customer and its API Consumers must not present Droid Output as a statement made personally by the Subject, and must not remove or obscure any AI-generated-content notices that EpicMe includes in the Service or its API responses.

5. No Regulated Professional Advice

5.1 Prohibition. Customer must not use, and must not permit any Subject or API Consumer to use, a Droid to provide advice or services that require a professional license — including without limitation legal advice, medical advice or diagnosis, and regulated financial or investment advice — even if the Subject holds such a license. A Droid of a lawyer, physician, financial advisor, or other licensed professional may describe that person's general professional style, background, and publicly shareable perspectives, but must not be offered or used as a channel for regulated advice.

5.2 Risk allocation. Customer bears all risk arising from any use of a Droid in violation of this Section, including claims of unauthorized practice of a profession, and will indemnify EpicMe for such claims under Section 13.

6. Customer Data; Third-Party Data Representations and Warranties

6.1 Customer's data warranty. Customer represents and warrants, on a continuing basis, that:

• (a) Customer and each Subject have the legal right to provide all Subject Data to EpicMe for the purposes described in this Agreement and the Companion Documents;
• (b) this includes data about people other than the Subject — such as the Subject's family members, colleagues, and the authors of peer evaluations — and Customer has any consents, notices, or other lawful bases required for that data;
• (c) any data imported from a competitor's AI-clone or similar service is imported in compliance with that service's terms and applicable law, and Customer has the right to provide it to EpicMe;
• (d) Subject Data, and EpicMe's processing of it as directed by Customer, does not infringe any third party's intellectual-property, privacy, publicity, or contractual rights.

6.2 Indemnity hook. Breach of this Section 6 is covered by Customer's indemnification obligations in Section 13.

7. Right of Publicity; Droid Ownership; No Unauthorized Droids

7.1 Authorization required. Customer and its Subjects must not create, or attempt to create, a Droid of any person without that person's informed, documented authorization. Creating a Droid of a third party — a competitor, a public figure, a former employee, anyone — without authorization is a material breach of this Agreement.

7.2 Ownership of Droids. As between the parties: (a) the Subject retains all rights in their own name, likeness, voice, persona, and the underlying personal information; (b) Customer owns the Subject Data it provides, subject to the Subject's rights and the Droid Subject Agreement & Waiver; (c) EpicMe owns the Service, its software, models, templates, and methods, and the non-personal, aggregated learnings from operating the Service; and (d) the Droid profile as a configured artifact is licensed to Customer for use through the Service during the term, subject to the Subject's rights of deletion and revocation described in the Droid Subject Agreement & Waiver and the Privacy Policy.

7.3 Subject rights survive. Nothing in this Agreement reduces a Subject's rights to access, export, correct, or delete their data and Droid as described in the Privacy Policy and the Droid Subject Agreement & Waiver.

8. Employment Context; Subject Authorization

8.1 Lawful basis and voluntariness. Because Subjects are typically Customer's staff, Customer represents and warrants that, for each Subject:

• (a) Customer has a lawful basis under applicable law (including, where applicable, EU/UK data-protection law and US state privacy and biometric/publicity laws) to deploy a Droid of that Subject;
• (b) Customer has given the Subject all legally required notices;
• (c) the Subject's participation is genuinely voluntary — Customer will not make participation a condition of employment, advancement, or benefits, and will not retaliate against a Subject who declines or withdraws; and
• (d) each Subject has signed (or will sign before their Droid is activated) the EpicMe Droid Subject Agreement & Waiver, which governs the relationship between EpicMe and the Subject directly.

8.2 Withdrawal. If a Subject withdraws consent or exercises deletion rights, EpicMe may suspend or delete that Subject's Droid without liability to Customer, and Customer remains responsible for fees already incurred.

9. Fees; Payment; BYOK

9.1 Fees. Customer will pay the fees stated in the applicable Order: [FEES / PRICING SCHEDULE]. Except as expressly stated, fees are non-refundable and exclusive of taxes, which Customer is responsible for (excluding taxes on EpicMe's income).

9.2 Payment terms. Invoices are due [NET 30 / PAYMENT TERMS]. EpicMe may suspend the Service for accounts more than [30] days past due after written notice.

9.3 Bring Your Own Key (BYOK). Customer or a Subject may supply their own Anthropic API key for profiling and inference. If they do: (a) Customer is responsible for that key's costs, security, and compliance with Anthropic's terms; (b) EpicMe is not responsible for Anthropic service levels, pricing, or data handling occurring under Customer's own key; and (c) Customer acknowledges that Anthropic's own retention and usage policies apply to traffic under that key.

10. Acceptable Use

Customer will not, and will ensure its Subjects and API Consumers do not:

• (a) create a Droid of any person without that person's authorization (Section 7);
• (b) use Droid Output to deceive anyone into believing they are communicating with the real Subject;
• (c) use the Service to harass, defame, discriminate, or violate any person's privacy or publicity rights;
• (d) use a Droid to deliver regulated professional advice (Section 5);
• (e) reverse-engineer the Service, probe or breach its security, or use it to build a competing digital-twin service;
• (f) resell raw API access except through the API Consumer model contemplated by this Agreement;
• (g) submit data they have no right to submit (Section 6); or
• (h) use the Service in violation of applicable law, including export-control and sanctions laws.

EpicMe may suspend access immediately for serious violations, with notice as soon as reasonably practicable.

11. Confidentiality

11.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential, including Subject Data, Droid profiles, security information, and pricing.

11.2 Obligations. The receiving party will: (a) use Confidential Information only to perform under this Agreement; (b) protect it with at least reasonable care; and (c) not disclose it except to employees, advisors, and subcontractors who need it and are bound by comparable obligations.

11.3 Exceptions. These obligations do not apply to information that is or becomes public without fault, was already known, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information if legally compelled, with prior notice to the other party where lawful.

11.4 Duration. Confidentiality obligations survive for [3] years after termination; obligations for Subject Data survive as long as EpicMe holds it.

12. Data Protection; Subprocessors

12.1 Companion Documents. EpicMe's processing of personal data is governed by the Data Processing Addendum, which is incorporated into this Agreement, and described in the Privacy Policy. If the DPA conflicts with this Agreement regarding personal data, the DPA controls.

12.2 Subprocessors. Customer authorizes EpicMe's use of the subprocessors listed in the DPA, currently including: Supabase (database, authentication, and file storage; US), Anthropic (AI profiling and inference; inputs and outputs retained for approximately 30 days for safety purposes — a minimum retention Anthropic requires — and not used to train Anthropic's models), and Vercel (hosting; US). Changes to subprocessors are handled per the DPA.

12.3 Data subject rights tooling. The Service includes, for each Subject: full deletion, JSON export of their data, dashboard access, and correction tools. Customer will cooperate with EpicMe in honoring Subject rights requests.

12.4 International transfers. Customer acknowledges the Service is hosted primarily in the United States and that transfer mechanisms for EU/UK personal data are set out in the DPA.

13. Indemnification

13.1 By Customer. Customer will defend and indemnify EpicMe and its officers, directors, employees, and agents against third-party claims, and pay resulting damages, settlements, and reasonable attorneys' fees, arising from:

• (a) Subject Data, including claims that it was collected or provided without the necessary rights, consents, or lawful basis (Sections 6 and 8);
• (b) creation of a Droid without the Subject's or any depicted person's authorization (Section 7);
• (c) downstream use of Droids or Droid Output by Customer, its Subjects, or its API Consumers, including reliance claims and claims of unauthorized professional practice (Sections 4 and 5); and
• (d) Customer's violation of law or breach of this Agreement.

13.2 By EpicMe. EpicMe will defend and indemnify Customer against third-party claims that the Service itself (excluding Subject Data, Customer configurations, and third-party services) infringes that party's intellectual-property rights, and pay resulting damages, settlements, and reasonable attorneys' fees. If the Service is found or likely to be infringing, EpicMe may modify it, procure rights, or terminate the affected service and refund prepaid unused fees. This Section states EpicMe's entire liability for infringement.

13.3 Process. The indemnified party must give prompt notice, allow the indemnifying party to control the defense (without settling in a way that admits fault or imposes obligations on the indemnified party without consent), and reasonably cooperate.

14. Warranty Disclaimer

14.1 Limited warranty. EpicMe warrants it will provide the Service with reasonable skill and care and materially as described in the applicable Order and documentation.

14.2 "AS IS" for everything else. EXCEPT AS EXPRESSLY STATED IN SECTION 14.1, THE SERVICE, ALL DROIDS, AND ALL DROID OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." EPICME DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT: (a) DROID OUTPUT WILL BE ACCURATE, RELIABLE, OR CONSISTENT WITH WHAT THE SUBJECT WOULD ACTUALLY SAY OR DO; (b) ANY MEASURED FIDELITY SCORE PREDICTS FUTURE PERFORMANCE; OR (c) THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. NO ADVICE OR INFORMATION OBTAINED FROM A DROID CREATES ANY WARRANTY.

15. Limitation of Liability

15.1 No indirect damages. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.

15.2 Cap. EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE FEES PAID OR PAYABLE BY CUSTOMER TO EPICME IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

15.3 Exceptions. The exclusions and cap do not apply to: (a) Customer's payment obligations; (b) a party's indemnification obligations under Section 13; (c) Customer's breach of Sections 5, 6, 7, or 10; (d) either party's gross negligence, willful misconduct, or fraud; or (e) liability that cannot be limited under applicable law. *(Attorney note: confirm carve-out scope and consider a super-cap for data-protection claims.)*

15.4 Allocation. The parties agree these limits reflect a reasonable allocation of risk given the experimental nature of AI-generated digital twins and the pricing of the Service.

16. Term; Termination; Effect of Termination

16.1 Term. This Agreement starts on the Effective Date and continues for the initial term in the Order, renewing automatically for successive terms of the same length unless either party gives notice of non-renewal at least [30] days before renewal.

16.2 Termination for cause. Either party may terminate on written notice if the other materially breaches and fails to cure within [30] days of notice (or immediately for breaches incapable of cure, including breach of Sections 5, 7, or 11).

16.3 Termination for convenience. [EITHER PARTY / CUSTOMER] may terminate for convenience on [30/60] days' written notice. *(Attorney note: confirm refund treatment for prepaid fees.)*

16.4 Effect of termination; data deletion. On termination or expiration: (a) all licenses and API access end and all API keys are revoked; (b) Customer will pay all fees accrued through the termination date; (c) for [30] days, Customer and Subjects may export their data in JSON via the dashboard or by request; and (d) after that window, EpicMe will delete Subject Data and Droids within [60] days, except as retained per the DPA, required by law, or held in routine backups that are deleted on schedule. Subprocessor retention (including Anthropic's approximately 30-day safety retention) is described in the DPA.

16.5 Survival. Sections 2.2, 4, 5, 6, 7, 11, 13, 14, 15, 16.4, 16.5, and 17–19 survive termination.

17. Changes to This Agreement

EpicMe may update this Agreement from time to time. For material changes, EpicMe will give Customer at least [30] days' notice (by email to Customer's notice address or in-product). Changes take effect at the start of Customer's next renewal term unless the change is required by law or applies only to new features, in which case it may take effect sooner. If Customer objects to a material change, Customer may terminate at the end of the notice period and receive a pro-rata refund of prepaid unused fees.

18. Governing Law; Dispute Resolution

18.1 Governing law. This Agreement is governed by the laws of [JURISDICTION], without regard to conflict-of-laws rules.

18.2 Dispute resolution. The parties will first attempt in good faith to resolve any dispute through executive-level negotiation for [30] days. Unresolved disputes will be resolved by [BINDING ARBITRATION UNDER [RULES] SEATED IN [CITY] / THE STATE AND FEDERAL COURTS LOCATED IN [VENUE]], and each party consents to that forum. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information. [ATTORNEY: CONSIDER CLASS-ACTION WAIVER / JURY WAIVER AS APPROPRIATE.]

19. General

19.1 Notices. Legal notices must be in writing and sent to: EpicMe at [NOTICE ADDRESS] with a copy to [LEGAL EMAIL]; and to Customer at the address or email on its account. Notice is effective on receipt.

19.2 Assignment. Neither party may assign this Agreement without the other's consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, with notice.

19.3 Independent contractors. The parties are independent contractors. Nothing here creates a partnership, agency, or employment relationship — including between EpicMe and any Subject.

19.4 Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, other than payment obligations.

19.5 Severability; waiver. If a provision is unenforceable, the rest remains in effect. A failure to enforce is not a waiver.

19.6 Order of precedence. If documents conflict: (1) the DPA (for personal-data matters), (2) an executed Order, (3) this Agreement, (4) the Privacy Policy and other referenced policies.

19.7 Entire agreement. This Agreement, the Orders, and the Companion Documents (Data Processing Addendum, Privacy Policy, and Droid Subject Agreement & Waiver, each referenced by name and incorporated where stated) are the entire agreement between the parties about the Service and supersede all prior discussions. Terms in a Customer purchase order do not apply.

Signatures

[EPICME LEGAL ENTITY NAME]

Signature: ______________________________

Name: ______________________________

Title: ______________________________

Date: ______________________________

CUSTOMER: [CUSTOMER LEGAL NAME]

Signature: ______________________________

Name: ______________________________

Title: ______________________________

Date: ______________________________

*Companion documents referenced (execute/publish separately): Data Processing Addendum · Privacy Policy · Droid Subject Agreement & Waiver.*