EpicCyber Master Services Agreement General Terms 

Effective March 3, 2025

EpicCyber, Inc., a California corporation, (ECI) provides products, services, and support (including presale proof-of-concept consultations, proof of value consultations, quotes, proposals, and general expertise consultations) under these terms. By engaging with ECI—via website access, purchases, inquiries, or services—Client agrees to these terms as set forth this Master Services Agreement (“MSA”).

For the purposes of this Agreement:

• “EpicCyber, Inc.” or “ECI” refers to EpicCyber, Inc., a California Corporation, including its subsidiaries, divisions, affiliates, employees, agents, and representatives.
• “EpicCyber” refers to the services division of ECI, specifically responsible for delivering managed cybersecurity services, including but not limited to implementation, support, and management of cybersecurity solutions.
• “Client” refers to any individual, entity, or organization, including their representatives, that engages with ECI through the purchase, inquiry, or use of any products, services, support, quotes, or proposals, or accesses any part of ECI’s website. This definition includes all prospective and existing business relationships unless a separate signed Master Services Agreement is in place.
• “Party” refers individually to either ECI (including EpicCyber) or the Client, as defined above.
• “Parties” refers collectively to both ECI (including EpicCyber) and the Client.
• “Engagement Documentation” refers collectively to the work and services described in any Scope of Work or Services Description purchased or agreed upon between the Parties.

In consideration of the promises and mutual covenants set forth below, Client and ECI agree as follows:

1. Product

For the sale of Product which by definition includes but is not limited to hardware, software, subscriptions or other third-party sourced goods and services.  To accept the quote and place an order, Client must indicate acceptance in writing.  This can be accomplished any other written form of acceptance and agreement to purchase.  ECI will invoice Client (i) upon Client’s request; (ii) when the Product is made available to Client.

1.1 Software Licenses and Subscriptions. 

For the sale of software licenses and subscriptions, ECI will issue a quote. To accept the quote and place an order, Client must indicate acceptance in writing or any other written form of acceptance and agreement to purchase.  ECI will invoice Client (i) upon Client’s request; (ii) when the software or access credentials made available; or (iii) when Client receives the software or access to it, whichever occurs earliest. Client will be deemed to have accepted the software when the customer receives the license or access credentials.   

1.2 Returns. 

Returns are only permitted if: (i) breach of Source Vendor’s warranty, or (ii) the product is errant, all of which require compliance with and acceptance by Source Vendor. Otherwise, software may not be returned. Upon Source Vendor’s, distributor’s, and ECI’s approval, credits will be applied.   

1.3 Order Cancellations. 

ECI has the right to cancel any orders placed for any, software, or services listed at an incorrect price or shown with incorrect information, whether due to typographical error or otherwise, and whether or not Client’s order was accepted.

1.4 Source Vendor Product Support 

As used herein, the term Source Vendor means the manufacturer, publisher or third-party creator of Product.  Product support may be available from the Source Vendor. When Client purchases this type of product support through ECI, ECI shall pass the terms of the product support contract directly to Client and all terms and conditions of the product support contract shall apply. ECI shall not be liable for any deficiencies, breaches, or other issues with the product support contract between the Source Vendor and Client.  Client shall look solely to the Source Vendor for Product Support provider for remedy.

1.5 Product Support Services

ECI may offer joint product support services that collaboratively enhance and augment a Source Vendor’s product functionality and product support experience for Client. When Client purchases this type of ECI product support service the services may be bundled with the sale of product or software license subscriptions. Such product support services are governed by these terms here-in. In such cases, those services are not cancellable until the product or software license subscriptions terminate. This will be defined in the product and services and detailed on the quote. ECI shall not be liable for any deficiencies, breaches, or other issues with the product support contract after escalation to the Source Vendor. In such cases, Client’s sole recourse shall be through the Source Vendor or product support provider.

2. Services

2.1 Engagement Documentation, Scopes of Work and Service Descriptions  

All services provided by ECI will be performed in accordance with these terms, conditions and pricing outlined in the Quote and Engagement Documentation in the form of a Scope of Work (SOW) or Services Description (SD). The Quote and Engagement Documentation will detail the pricing, description of services, schedules, deliverables, tasks, and terms of termination for the services for each unit or units purchased. Each shall incorporate and be governed by these terms.

2.2 Manner and Means  

ECI will control how the services are completed, following industry standards. ECI will provide its own tools, materials, and resources at its own expense. Client shall cooperate with ECI to provide necessary technical, administrative, and commercial support. Client may need to provide hardware, user accounts, documentation, and credentials as required for the services. Client may also be responsible for satisfying certain prerequisites before work by ECI can begin as set forth in the applicable Engagement Documentation. In no event shall ECI be held liable and/or responsible for delays caused by Client.

2.3 Personnel  

ECI shall assign skilled personnel to perform services. ECI may change personnel as needed and ensure a full knowledge transfer occurs.

2.4 Subcontractors  

ECI may subcontract certain services, but no direct relationship is created between Client and any subcontractor.

3. Invoicing, and Payment Procedures

3.1 Rates, Fees, and Expenses  

Services will be billed at either fixed hourly rates or a fixed fee as per the Engagement Documentation. Authorized out-of-pocket and travel expenses shall be reimbursed at ECI’s actual cost, pursuant to the applicable Engagement Documentation and in accordance with any terms set forth therein.

3.2 Invoices and Payment  

ECI shall be paid upon the submission of invoices to Client and on the terms defined in the invoice.  For Services provided on an hourly basis, ECI will submit invoices according to the agreed terms set forth in the applicable Engagement Documentation. For Services provided on a fixed fee basis, ECI will submit invoices pursuant to the schedule set forth in the applicable Engagement Documentation.  All invoices will cite Client’s applicable purchase order number and will contain the information and supporting documentation specified.  Client shall pay all properly submitted invoices according to the agreed terms. 

3.3 Late Fees and Interest  

If Client fails to pay any undisputed amount due within thirty (30) days after its due date, Client shall on demand a late payment fee equal to five percent (5%) of the amount of the late payment. This late payment fee will be in addition to any other amounts payable by Client under this MSA.  ECI reserves the right to suspend any services for payments later than 30 days from the due date.  

4. Representations And Warranties

4.1 Right to Perform.  

ECI and Client each represents and warrant that it has the full right, power, and authority to perform according to these terms, and that performance under these terms shall not result in a breach of or default under any other agreement to which it is a party or by which it is bound.

4.2 Conflicts of Interest.  

ECI and Client each represents and warrants that it shall not, during the term of this engagement, accept any work or enter into any agreement or obligation inconsistent or incompatible with its obligations under these terms here-in.

4.3 Proprietary Rights.  

ECI represents and warrants that Client Work Product shall be an original work of ECI and in performing the Services and furnishing Work Product, it shall not violate the proprietary rights of any third party; and it will not transfer or assign to any third party any proprietary rights in the Work Product. 

 4.4 Services Warranty.

ECI warrants that all Services provided shall be performed in a timely manner and in accordance with the highest applicable industry, government, and professional standards. 

4.5 Limitation of Liability  

Neither Party will be liable for any indirect or consequential damages. ECI’s liability shall not exceed the amount invoiced under the applicable Engagement Documentation or product sale.  

5. Confidentiality

5.1 Mutual Confidentiality Obligation

Each of the Parties acknowledges the confidential and proprietary nature of the Confidential Information (as defined below) and agrees to hold and keep the same confidential as provided for in these terms, and to take all reasonable measures at its own expense to restrain its owners, members, officers, directors, employees, representatives, agents, and any others to whom the Confidential Information may be disclosed during the ordinary course of business (collectively “Representatives”), from prohibited or unauthorized disclosure or use of the Confidential Information, for a term of two (2) years following the last date of disclosure.

 “Confidential Information” shall include, but shall not be limited to, all information, data, software, computational hardware, reports, analyses, compilations, studies, projections, forecasts, records, and other materials (in whatever form maintained, whether documentary, computerized, electronic, oral, or otherwise), that contain or otherwise reflect information concerning the Parties or their affiliates or subsidiaries.

5.2 Shared Information  

No Party, nor any Party’s employees, shall, without the prior written consent of the other Party, disclose to any third party or make, directly or indirectly, any public comments, statements, or communications with respect to the following: 

1. that the Confidential Information has been made available to it, or is being furnished by it; 
2. that discussions or negotiations are taking place concerning the Potential Transaction; or 
3. any of the terms, conditions, or other facts with respect to any such Potential Transaction, including the status thereof or any termination thereof, provided that 

1. any Party may make such disclosure if it has received the written opinion of its counsel that such disclosure should be made by it so that such Party not commit a violation of law or to comply with any disclosure obligations imposed by any agreement with any exchange on which a Party’s stock, (including any options or futures relating to such stock) or indebtedness is listed or traded; and 
2. prior to such disclosure, such Party promptly advises and consults with the other Parties and their respective legal counsel concerning the information proposed to be disclosed. 

5.3 Public Domain Information

The obligations shall not apply, however, to any information that:

1. is already in the public domain at the time of disclosure or later becomes available to the public through no breach of this MSA by the Recipient or its employees;
2. is lawfully in the Recipient’s possession, without an obligation of confidentiality, prior to receipt hereunder;
3. is received independently by the Recipient from a third party who was free to lawfully disclose such information to the Recipient; or
4. is independently developed by the Recipient without the use of Confidential Information as evidenced by the Recipient’s business records.

Confidential Information shall not be deemed to be in the public domain merely because any part of said information is embodied in general disclosures or because individual features, components, or combinations thereof are now or become known to the public.

5.4 Information Ownership   

Confidential Information, including permitted copies, shall remain the property of the Disclosing Party.  Within thirty (30) days of a written request by the Disclosing Party, the Recipient shall return all Confidential Information and all copies to the Disclosing Party, provided however, that the Recipient shall have the option to destroy any Confidential Information described in Section 5.1 and 5.2 hereof.  The Recipient shall certify in writing that it has satisfied its obligations under this Section 8 upon a written request by the Disclosing Party.  Notwithstanding the return or destruction of such Confidential Information, each party, together with its respective employees, shall continue to be bound by the provisions of this MSA.

5.5 Work Product  

All work product developed by ECI for the Client will remain confidential and will not be disclosed to third parties without prior written consent.

6. Proprietary Rights

6.1 Ownership of Work Product  

All work products produced under this MSA are deemed “works made for hire” and are assigned to the Client. ECI transfers all rights to the work products to the Client upon their creation.

7. Term and Termination

7.1 Termination of Third-Party Contract or Subscription. 

All sales are final and Client is obligated to pay the entire invoice unless otherwise agreed in writing.  If approved by the Source Vendor, ECI will pass through any refund of any unused pre-paid fees for the products less any restocking or return fees.  If Client desires to terminate a product support contract, software subscription contract, or license and ECI has purchased contracts or licenses for the Client, Client shall indemnify ECI and hold ECI harmless for any liability ECI may have to the Source Vendor or supplier arising from the purchase of those contracts or license.

7.2 Termination and Opportunity to Cure.  

Unless otherwise indicated, Client may terminate any engagement issued pursuant to these terms upon written notice to ECI.  If the Engagement Documentation  requires just cause for termination, Client shall provide ECI with reasonable written notice of alleged deficiencies in ECI’s performance prior to issuing any written notice of termination for cause. Upon receipt of such written notice, and prior to termination and any claim for damages, ECI shall have thirty (30) days to cure the alleged deficiencies. 

8. Miscellaneous

8.1 Notices.   

All notices required hereunder to ECI must be in writing and must be delivered by electronic mail with confirmation, certified USPS mail, FedEx or UPS to ECI. 

To: EpicCyber, Inc.
Attn:  Legal Team
1 Belvedere Place
Mill Valley, CA 94941

[email protected]

This notice provision is a material term of the contract.  

8.2 Binding Arbitration.  

Any dispute, controversy, or claim arising out of or relating in any way to these terms or business relationship, including without limitation any dispute concerning the construction, validity, interpretation, enforceability, or breach hereof, shall be exclusively resolved by binding arbitration upon a Party’s submission of the dispute to arbitration. The demand for arbitration shall be made within a reasonable time after the claim, dispute, or other matter in question has arisen, and in no event shall it be made after two (2) years from when the aggrieved Party knew or should have known of the controversy, claim, dispute, or breach.  The arbitration shall be conducted in accordance with the then-existing Commercial Rules of the American Arbitration Association.  The arbitration shall be conducted in San Francisco, California, and the laws of the State of California shall be applied to any arbitration proceedings without regard to principles of conflict of laws.  Each Party shall pay its own proportionate share of arbitrator fees and expenses and the arbitration fees and expenses of the American Arbitration Association. The arbitrator(s) shall be entitled to award the foregoing arbitration and administrative fees and expenses as damages in his/her discretion.  Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

8.3 Attorney Fees.  

The prevailing Party in any litigation between the Parties relating to this MSA shall be entitled to recover from the non-prevailing Party its reasonable attorney fees and court costs as may be permitted by applicable law in addition to any other relief it may be awarded.

8.4 Severability; Non-Waiver.  

If any provision of this MSA is held to be illegal, unenforceable, or invalid by any court of competent jurisdiction, the remaining provisions hereof shall remain in full force and effect.  The failure or delay of either Party to enforce at any time any provision of this MSA shall not constitute a waiver of such Party’s right thereafter to enforce each and every provision of this MSA.

8.5 Headings.  

The section headings appearing in this MSA are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or extent of such section or in any way affect this MSA.

8.6 Entire Agreement and Modification.  

These terms, together with any Nondisclosure Agreement (“NDA”) if executed, and any Engagement Documentation attached hereto, all of which are hereby incorporated by reference, constitute the entire agreement between the Parties and supersedes all prior oral or written negotiations and agreements between the Parties with respect to the subject matter hereof.  Modification of these terms may only be made and documented in writing and only when such documentation is agreed to and signed by both Parties or the Parties’ designated Representatives. unless a signed Master Services Agreement (MSA) supersedes them