Services Agreement & Terms of Engagement

1. Contracting Parties & Scope of Services

This Master Services Agreement ("Agreement" or "Terms") is entered into by and between Robluz (operating as an accredited independent professional AI engineering and advisory practice by an individual consultant, "Consultant", "we", "us"), and the client or authorized institutional representative entering into a project engagement ("Client", "you").

Consultant agrees to provide professional artificial intelligence consulting, machine learning engineering, autonomous multi-agent architecture, custom large language model (LLM) fine-tuning, and infrastructure advisory services as specified in one or more mutually executed Statements of Work ("SOW").

2. Minimum Engagement Standards & SOW Governance

Due to the institutional rigor and engineering resources deployed, Robluz enforces a minimum engagement threshold of $1,000 USD. Each project is governed by an SOW detailing:

• Specific technical deliverables and containerized artifacts;
• Mutually established acceptance criteria and performance thresholds;
• Milestone delivery schedule and review windows;
• Financial compensation, billing terms, and payment schedules.

3. Intellectual Property Assignment & Ownership

Full Client Ownership: Upon receipt of full payment for the applicable milestone or project, Consultant unconditionally transfers and assigns to Client all right, title, and interest in and to:

• All custom software code, APIs, and scripts written specifically for Client;
• Trained model parameter weights, adapter configurations (e.g., LoRA/QLoRA), and embedding matrices derived from Client data;
• Custom agent workflow logic, prompt templates, and reasoning chains.

Consultant retains ownership of its preexisting background intellectual property, foundational developer tooling, and non-proprietary third-party open-source components, which are licensed to Client on a perpetual, worldwide, non-exclusive, royalty-free basis.

4. Payment Terms & Stripe Professional Processing

All prices are quoted and payable in United States Dollars (USD). Payments are securely collected through our merchant processor, Stripe, Inc., via credit card, ACH electronic transfer, or Fedwire.

• Fixed-Fee Milestone Engagements: Unless specified otherwise in the SOW, billing follows a 50/50 structure (50% upfront payment upon formal SOW execution prior to sprint commencement, and 50% upon delivery and formal milestone acceptance).
• Dedicated Retainer Engagements: Retainer fees ($10,000 USD/month or customized pod rates) are billed in advance on a recurring monthly cycle via Stripe Invoicing.
• Invoicing Terms: Invoices are payable within seven (7) business days of issuance. Late payments may result in immediate suspension of staging environments and engineering access.

5. Confidentiality & Non-Disclosure (NDA)

Both parties acknowledge that they may receive confidential technical, operational, and financial information. Both parties agree to protect such confidential information using the same degree of care as they use to protect their own trade secrets, but not less than reasonable care. Consultant guarantees that no proprietary Client data will be utilized for public model training or disclosed to unauthorized third parties.

6. Warranties & Acceptance Criteria

Consultant warrants that all engineering work will be performed in a professional, workmanlike manner in accordance with recognized industry best practices. Client shall have a formal review period of five (5) business days following milestone delivery to verify that deliverables satisfy the SOW acceptance criteria.

7. Limitation of Liability

To the maximum extent permitted by applicable law, neither party shall be liable for indirect, incidental, consequential, special, or punitive damages. The total cumulative liability of Consultant arising out of or related to this Agreement shall not exceed the aggregate fees actually paid by Client under the specific SOW giving rise to liability during the six (6) months preceding the claim.

8. Governing Law & Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law principles. Any legal suit, action, or proceeding shall be instituted exclusively in the federal or state courts located in the City and County of San Francisco, California.

9. Legal & Practice Contact Information

For inquiries regarding this Master Services Agreement, contact our practice desk at: