Master Services Agreement

This Master Services Agreement (“Agreement”) is entered into by and betweenAllTech (“Provider”, “we”, “us”, or “our”) and the entity or individual subscribing to or receiving Services (“Client”, “you”, or “your”). This Agreement governs all Services provided by AllTech to Client, including ongoing Managed Services and discrete, project-based Professional Services.

BY ACCEPTING AN ORDER FORM, STATEMENT OF WORK, QUOTE, OR PROPOSAL THAT REFERENCES THIS AGREEMENT, OR BY USING OR ACCESSING ANY ALLTECH SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS.

1. Services Scope & Structure

1.1 Engagement Types & Order Forms

Prior to Provider’s provision of Services to Client, the Parties will execute or approve an applicable Order Form:

• Managed Services: Governed by a Service Order Form (“SOF”), Quote, or Proposal detailing recurring services, service levels, and ongoing subscription fees.
• Professional & Project Services: Governed by a Statement of Work (“SOW”) specifying project deliverables, implementation schedules, milestones, acceptance criteria, and project-specific pricing.

Each Order Form or SOW will specifically describe the Services to be provided and becomes subject to this Agreement upon mutual execution. Changes to any Order Form or SOW must be made via a written Change Order signed by authorized representatives of both Parties.

1.2 Deliverable Acceptance for Project Services

For project-based work governed by an SOW, Provider will notify Client upon completion of each deliverable or milestone. Client shall have five (5) business days (or such other period specified in the SOW) to review and test the deliverable against the SOW requirements. Deliverables shall be deemed accepted upon: (i) written confirmation from Client; (ii) Client’s commercial use of the deliverable; or (iii) failure of Client to provide written notification of material non-conformities within the review period.

1.3 Third-Party Service Providers

Except as otherwise set forth in an applicable Order Form or SOW, Client acknowledges that portions of the Services or project deliverables may utilize third-party products, services, or software. Client agrees to Provider’s use of such third parties and to execute any required third-party end-user agreements.

1.4 Acceptable Use Policy

Client’s use of the Services shall comply with Provider’s Acceptable Use Policy (available at askalltech.com/aup) and all official Provider documentation.

2. Client Responsibilities & Security

2.1 Provision of Equipment & Access

Client is responsible for obtaining, maintaining, and securing all hardware, software, servers, network environments, and ancillary equipment required to access the Services or facilitate project implementation. Client agrees to provide Provider with reasonable and timely access to systems, facilities, and personnel necessary to complete project milestones or deliver ongoing services.

2.2 Security Requirements

Client shall:

1. Access Provider Systems solely as authorized under this Agreement or applicable SOW/SOF.
2. Maintain active anti-malware and up-to-date operating system patches on all devices connecting to Provider Systems.
3. Revoke access and notify Provider within twenty-four (24) hours of terminating any employee or contractor with account access.
4. Notify Provider within seventy-two (72) hours of any security incident that could impact Provider Systems.
5. Keep user IDs and administrative credentials strictly confidential.

3. Ownership & Intellectual Property

3.1 Pre-Existing & Provider IP

Provider retains all right, title, and interest in and to its pre-existing intellectual property, core methodologies, tools, scripts, software, derivatives, and trade secrets used or developed in performing the Services. Client acquires no rights or licenses except as expressly granted herein.

3.2 Deliverable Rights & Client Data

Upon full and final payment of all applicable fees under an SOW, Provider grants Client a perpetual, non-exclusive, non-transferable license to use final project deliverables solely for Client’s internal business operations. Client retains all ownership of Client Data stored or processed during the engagement. Client grants Provider a limited license to use Client Data and Client Marks solely to perform under this Agreement.

3.3 Aggregate Data

Provider may collect and use aggregated, anonymized usage data derived from the Services for analytical and operational improvement purposes, provided Client is not identified as the source.

4. Term and Termination

4.1 Term

This Agreement becomes effective on the Effective Date and remains active as long as any SOF or SOW is in effect.

• Managed Services Terms: SOFs shall run for the initial term specified therein (or 1 year if unspecified) and automatically renew for successive 1-year terms unless either Party provides ninety (90) days’ written notice of non-renewal prior to term expiration.
• Project Terms: SOWs shall remain effective until the completion and acceptance of all project deliverables and payment of fees, unless terminated earlier pursuant to Section 4.2.

4.2 Termination for Cause

Either Party may terminate this Agreement or an individual Order Form/SOW immediately upon written notice if the other Party:

1. Becomes insolvent, files for bankruptcy, or ceases business operations;
2. Commits a material breach incapable of cure;
3. Fails to pay past-due fees within ten (10) days of receiving written notice of delinquency; or
4. Fails to cure any other material breach within thirty (30) days of written notice.

4.3 Suspension

Provider may suspend ongoing Managed Services or pause active Project SOWs if invoices remain unpaid thirty (30) days past their due date, or if Client violates applicable security or acceptable use terms.

5. Payment & Billing

5.1 Fees & Rates

Client agrees to pay all undisputed fees as set forth in the applicable Order Form or SOW.

• Managed Services: Billed on a recurring monthly or annual basis.
• Project Services: Billed according to the milestone payment schedule or hourly rate schedule in the SOW. Hourly work is billed in fifteen-minute (1/4 hour) increments.
• Third-Party Pass-Through Costs: Fees covering third-party licensing or materials may be adjusted upon written notice if third-party vendor pricing increases.

5.2 Payment Terms

Unless stated otherwise in an SOW/SOF, invoices are issued monthly and payable in US Dollars within thirty (30) days of the invoice date. Card payments may incur a up to a 4% processing fee where legal. Late payments accrue interest at 1.5% per month (or the legal maximum) plus collection costs.

6. Confidentiality

Each Party agrees to protect the disclosing Party’s Confidential Information with reasonable care, using it solely for performance under this Agreement. Terms of this Agreement, SOFs, and SOWs are Confidential Information. Exclusions apply for public knowledge, prior possession, independent development, or third-party disclosures without breach.

7. Warranties and Disclaimers

7.1 General Warranty

Each Party warrants full authority to enter into this Agreement and compliance with all applicable laws.

7.2 Professional Services Warranty

Provider warrants that project deliverables will substantially conform to the specifications outlined in the applicable SOW for a period of thirty (30) days following deliverable acceptance. Client’s sole remedy for breach of this warranty shall be Provider’s re-performance of non-conforming deliverables at no extra charge.

7.3 Disclaimers & Third-Party Products

Except as explicitly stated herein, Services and deliverables are provided “AS IS.” Provider makes no independent warranties for Third-Party Products incorporated into projects or services.