THIS MASTER SERVICE AGREEMENT (“AGREEMENT”, “MSA”) IS ENTERED BETWEEN EZETECH LLC., WITH OFFICES LOCATED AT 1597 SE PORT SAINT LUCIE BLVD., PORT SAINT LUCIE, FL 34952 (“SERVICE PROVIDER” , “MSP”) AND THE CUSTOMER SIGNING A STATEMENT OF WORK (“SOW”) OR ORDER FORM (“CUSTOMER”, “CLIENT”). THIS AGREEMENT GOVERNS THE PURCHASE AND PROVISION OF SERVICES FROM SERVICE PROVIDER.

SERVICES
1.1 SERVICE PROVIDER SHALL PROVIDE THE INFORMATION TECHNOLOGY SERVICES DESCRIBED IN ONE OR MORE SOW OR ORDER FORM SIGNED BY THE PARTIES AND LINKED TO THIS AGREEMENT (“SERVICES”). EACH SOW OR ORDER FORM WILL DESCRIBE THE SPECIFIC SERVICES, FEES, AND OTHER TERMS.

USE OF SERVICES
2.1 CUSTOMER SHALL USE THE SERVICES SOLELY FOR ITS INTERNAL BUSINESS PURPOSES AND SHALL NOT RESELL OR PERMIT ANY THIRD PARTY TO USE THE SERVICES WITHOUT SERVICE PROVIDER’S AUTHORIZATION.

FEES AND PAYMENT
3.1 CUSTOMER SHALL PAY ALL FEES SPECIFIED IN EACH SOW OR ORDER FORM. FEES ARE DUE NET 15 DAYS FROM THE INVOICE DATE. 3.2 SERVICE PROVIDER RESERVES THE RIGHT TO SUSPEND SERVICES IF THE CUSTOMER’S ACCOUNT IS 30 DAYS OR MORE OVERDUE.

CUSTOMER OBLIGATIONS
4.1 CUSTOMER SHALL OBTAIN AND MAINTAIN ALL NECESSARY LICENSES AND CONSENTS TO ALLOW SERVICE PROVIDER TO PERFORM THE SERVICES. 4.2 THE CUSTOMER IS RESPONSIBLE FOR ITS DATA, CONTENT, AND SYSTEMS USED WITH THE SERVICES.

INTELLECTUAL PROPERTY
5.1 SERVICE PROVIDER RETAINS ALL RIGHTS, TITLE, AND INTEREST IN AND TO ALL SERVICES, INCLUDING BUT NOT LIMITED TO ANY SOFTWARE, CUSTOM CODE, AUTOMATIONS, PROPRIETARY PROCEDURES, PROCESSES, AND DOCUMENTATION CREATED, DEVELOPED, OR PROVIDED IN CONNECTION WITH THE SERVICES. NO RIGHTS, TITLE, OR INTEREST IN SUCH MATERIALS ARE TRANSFERRED TO THE CUSTOMER, EXCEPT AS EXPRESSLY GRANTED IN THIS AGREEMENT. CUSTOMER RETAINS OWNERSHIP OF ITS PRE-EXISTING DATA AND INTELLECTUAL PROPERTY. ANY MODIFICATIONS, ENHANCEMENTS, OR DERIVATIVE WORKS CREATED BY THE SERVICE PROVIDER DURING THE COURSE OF THE SERVICES SHALL REMAIN THE SOLE PROPERTY OF THE SERVICE PROVIDER.

LIMITED WARRANTY AND DISCLAIMER
6.1 SERVICE PROVIDER WARRANTS THAT IT WILL PERFORM SERVICES IN A PROFESSIONAL AND WORKMANLIKE MANNER. 6.2 EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE PROVIDER MAKES NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND DISCLAIMS ALL OTHER WARRANTIES INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY
7.1 SERVICE PROVIDER SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS, ARISING FROM THIS SOW OR ORDER FORM. THIS INCLUDES DAMAGES FROM CYBER-ATTACKS, DATA BREACHES, MALWARE, OR OTHER SECURITY THREATS, EXCEPT IF IT WERE CAUSED SPECIFICALLY BY THE SERVICE PROVIDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THE TOTAL LIABILITY OF SERVICE PROVIDER SHALL NOT EXCEED THE AMOUNT PAID BY CLIENT IN THE TWO (2) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

CYBER THREATS AND SECURITY
8.1 SERVICE PROVIDER SHALL IMPLEMENT REASONABLE TECHNICAL AND ORGANIZATIONAL SECURITY MEASURES TO PROTECT UNAUTHORIZED ACCESS, USE, OR DISCLOSURE OF CUSTOMER’S DATA PROCESSED AS PART OF THE SERVICES. HOWEVER, CUSTOMER ACKNOWLEDGES THAT NO SECURITY MEASURES ARE COMPLETELY SECURE.8.2 CUSTOMER SHALL IMPLEMENT ALL SECURITY MEASURES AND SAFEGUARDS RECOMMENDED BY SERVICE PROVIDER FOR CUSTOMER’S SYSTEMS, NETWORKS, DATA, AND APPLICATIONS USED IN CONNECTION WITH THE SERVICES. IF CUSTOMER DECLINES OR FAILS TO IMPLEMENT ANY SECURITY RECOMMENDATION MADE BY SERVICE PROVIDER, CUSTOMER SHALL RELEASE AND HOLD SERVICE PROVIDER HARMLESS FROM ANY DAMAGES, LOSSES, LIABILITIES, OR EXPENSES ARISING FROM OR RELATING TO CYBER THREATS, SECURITY INCIDENTS, OR DATA BREACHES AFFECTING THE SERVICES OR CUSTOMER’S ENVIRONMENT WHERE SUCH RECOMMENDATION WAS DECLINED OR NOT IMPLEMENTED. SERVICE PROVIDER SHALL NOT BE LIABLE FOR ANY SUCH DAMAGES, LOSSES, LIABILITIES OR EXPENSES RESULTING FROM CUSTOMER’S FAILURE TO FOLLOW SERVICE PROVIDER’S SECURITY RECOMMENDATIONS.8.3 SERVICE PROVIDER SHALL NOT BE LIABLE FOR ANY LOSSES, DAMAGES, OR LIABILITIES ARISING FROM OR RELATING TO ANY VIRUS, MALWARE, RANSOMWARE, CYBER-ATTACK, HACKING ATTEMPT, DENIAL OF SERVICE ATTACK, OR OTHER MALICIOUS EVENT THAT MAY AFFECT CUSTOMER’S SYSTEMS, NETWORKS, DATA, APPLICATIONS, OR THE SERVICES, EXCEPT TO THE EXTENT DIRECTLY CAUSED BY SERVICE PROVIDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.8.4 IN THE EVENT OF ANY ACTUAL OR SUSPECTED SECURITY INCIDENT OR DATA BREACH IMPACTING CUSTOMER’S SYSTEMS OR DATA ARISING FROM OR RELATING TO THE SERVICES, SERVICE PROVIDER SHALL PROMPTLY NOTIFY CUSTOMER AND PROVIDE REASONABLE ASSISTANCE IN MITIGATING THE EFFECTS AND INVESTIGATING THE INCIDENT OR BREACH.

INDEMNIFICATION
9.1 SERVICE PROVIDER SHALL INDEMNIFY AND DEFEND CUSTOMER AGAINST ANY THIRD-PARTY CLAIM THAT THE SERVICES INFRINGE ANY VALID U.S. PATENT OR COPYRIGHT. 9.2 CUSTOMER SHALL INDEMNIFY AND DEFEND SERVICE PROVIDER AGAINST ANY CLAIMS RELATING TO CUSTOMER’S USE OF THE SERVICES IN BREACH OF THIS AGREEMENT OR IN VIOLATION OF APPLICABLE LAW.

TERM AND TERMINATION
10.1 THE INITIAL TERM FOR EACH SOW OR ORDER FORM SHALL BE AS SPECIFIED THEREIN. THEREAFTER, SOW OR ORDER FORM SHALL AUTOMATICALLY RENEW TO THE INITIAL TERMS OF THE AGREEMENT UNLESS EITHER PARTY PROVIDES 30 DAYS’ PRIOR NOTICE OF NON-RENEWAL. 10.2 EITHER PARTY MAY TERMINATE THIS AGREEMENT IF THE OTHER PARTY BREACHES AND FAILS TO CURE WITHIN 30 DAYS AFTER RECEIVING NOTICE. 10.3 CLIENT MAY TERMINATE THIS AGREEMENT AT ANY TIME WITHIN THIRTY (30) DAYS’ WRITTEN NOTICE. EARLY TERMINATION WILL RESULT IN AN IMMEDIATE PAYMENT OF 80% OF THE REMAINING CONTRACT BALANCE BASED ON THE MONTHLY RATE AT THE TIME OF CANCELLATION. 10.4 THE CLIENT’S RESPONSIBILITY FOR UNPAID INVOICES WILL SURVIVE TERMINATION. 10.5 UPON TERMINATION, THE NON-DEFAULTING PARTY WILL BE ENTITLED TO RECOVER ANY LEGAL COSTS AND FEES ASSOCIATED WITH ENFORCING THE AGREEMENT, INCLUDING THE COLLECTION OF OVERDUE PAYMENTS.

GENERAL
11.1 THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF FL, ST. LUCIE COUNTY WITHOUT REGARD TO ITS CONFLICTS OF LAWS PROVISIONS. 11.2 ANY NOTICES SHALL BE SENT TO THE ADDRESSES LISTED ABOVE OR OTHER DESIGNATED ADDRESSES. 11.3 NEITHER PARTY MAY ASSIGN THIS AGREEMENT WITHOUT PRIOR WRITTEN CONSENT. 11.4 THIS AGREEMENT AND CORRESPONDING SOW OR ORDER FORM CONSTITUTE THE COMPLETE AGREEMENT AND SUPERSEDE ANY PREVIOUS COMMUNICATIONS.