Master Services Agreement

This Master Services Agreement (“Agreement”) is entered into by and between AllTech (“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.

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

1.1 Order Forms

Prior to Provider’s provision of a Service to Client (for the purposes of this Agreement, “Service(s)” shall be defined as those certain services set forth on the Order Form(s)), the Parties will execute or approve: (i) for Standard Services, a Service Order Form (“SOF”), Quote, or Proposal; and (ii) for Professional Services, a Statement of Work (“SOW”) (SOFs, Quotes, Proposals, and SOWs may be collectively or individually referred to as “Order Form(s)”). Each Order Form will specifically describe the Services to be provided and any applicable terms and conditions and service levels. Upon acceptance, approval, or execution by Client and acceptance by Provider, each Order Form will become part of and subject to this Agreement. Changes to an Order Form shall be made in writing executed or approved electronically by authorized representatives of both Parties (a “Change Order Form”). Any Order Forms that predate the effective date of this Agreement shall remain in full effect, and in the event of conflicting terms between any Order Form and this Agreement, the terms in the Order Form shall control.

1.2 Third-Party Service Providers

Except as otherwise set forth in an applicable Order Form, Client acknowledges that portions of the Services may be provided by third parties. Client agrees to Provider’s use of such third parties as necessary to provide the applicable Services. Client further agrees to enter into any additional terms and conditions and other agreements with such third parties as may be reasonably necessary in connection with Provider’s provision of the Services to Client.

1.3 Acceptable Use Policy

Client’s use of the Services, in addition to all requirements set forth in this Agreement and the applicable Order Form(s), shall be in accordance with the Provider Acceptable Use Policy available at www.askalltech.com/aup, as well as all Provider operating manuals, user manuals, training materials, guides, product descriptions, specifications, technical manuals, supporting materials, policies, or other information relating to the Services published by Provider and/or provided or otherwise made available to Client from time to time, whether in electronic form or otherwise (the “Documentation”).

2. Client Responsibilities

2.1 Provision of Equipment

Except as otherwise set forth in the applicable Order Form(s), Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise make use of the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking equipment, web servers, and the like (collectively, the “Equipment”). Client shall also be responsible for maintaining the security of the Equipment, Client account usernames and passwords (including, but not limited to, administrative and user passwords) and files, and for all uses of the Equipment or Client accounts with or without Client’s knowledge or consent.

2.2 Security Requirements

Client shall:

1. Only access the hardware, networks, systems, or applications owned and/or operated by Provider or otherwise made available to Client by Provider (collectively, the “Provider Systems”) as permitted under this Agreement and the applicable Order Form and/or as otherwise authorized by Provider in writing;
2. Maintain up-to-date operating system patching and active anti-malware on all end-user devices used to connect to Provider Systems;
3. Ensure that, in the event Client terminates the employment of, or otherwise revokes permissions to access the Provider Systems on Client’s behalf for, any employee or other authorized end user, Client disables their access or notifies Provider to disable access within twenty-four (24) hours of termination or revocation;
4. Notify Provider within seventy-two (72) hours of any security incidents that could impact Provider; and
5. Ensure Client’s users keep user IDs and passwords used to access the Provider Systems confidential at all times.

Client shall be responsible for compliance with all applicable laws and privacy policies in its use and receipt of the Services, including but not limited to, its use and storage of any personal data through or in connection with the Services.

3. Ownership

3.1 Services

As between the Parties, except as otherwise provided herein, Provider owns all right, title, and interest in and to the Services, including any improvements, modifications, enhancements, additions, and derivatives thereof and any and all Intellectual Property Rights in all of the foregoing. Client does not acquire any rights, express or implied, in the foregoing other than those specified in this Agreement. Provider shall retain all right, title, and interest in and to all Provider intellectual property, including all rights therein.

3.2 Client Data

With respect to Cloud Services, as between the Parties, Client shall own all right, title, and interest in and to any applications, information, materials, and other data stored and otherwise utilized by Client in connection with the Cloud Services (the “Client Data”). Client hereby grants to Provider a limited, revocable, non-transferable, royalty-free license to reproduce, translate, encode, publish, use, and distribute the Client Data solely for the purpose of providing the Services to Client.

3.3 Client Marks

If and to the extent any Services include utilizing any trademarks, service marks, or logos of Client (“Client Marks”), Client hereby grants to Provider a limited, non-exclusive, non-transferable, revocable, royalty-free license to use the Client Marks solely for the limited purposes of performing under this Agreement.

3.4 Aggregate Data

Notwithstanding anything to the contrary herein, Provider shall have the right to compile, collect, copy, modify, publish, and use anonymous and aggregate data generated from or based on Client’s use of the Services (collectively, “Aggregate Data”) for analytical and other business purposes. Provider shall use commercially reasonable efforts to ensure Client is not, and will not be, identified as the source of any Aggregate Data. As between the Parties, Provider owns all right, title, and interest in and to the Aggregate Data, including all Intellectual Property Rights therein, irrespective of whether such Aggregate Data contains any anonymized or aggregated Client Data. Aggregate Data shall be limited to data generated from or based on Client’s use of the Services, and Provider shall only use Aggregate Data for monitoring and improving the performance of the Services or its overall operations.

4. Term and Termination

4.1 Term

This Agreement shall become effective on the date Client accepts an Order Form referencing this Agreement or first utilizes the Services (the “Effective Date”) and, unless terminated earlier as set forth herein, shall remain in full force and effect for the initial period specified in the applicable Order Form, or one (1) year if no duration is specified (the “Initial Term”). This Agreement shall automatically renew at the end of the Initial Term for successive renewal terms of one (1) year (each, a “Renewal Term”) unless either Party gives the other Party written notice of its intent not to renew at least ninety (90) days prior to the expiration of the Initial Term or the then-current Renewal Term. The Initial Term along with any and all Renewal Terms is referred to herein as the “Term.”

For any Order Form still in effect at the expiration or earlier termination of this Agreement, the terms of this Agreement shall remain in full force and effect with respect to such Order Form until it expires or is terminated in accordance with this Agreement and/or the terms contained in such Order Form; provided that the duration of any such Order Form may not be extended after the expiration or earlier termination of this Agreement. In the event of conflicting terms in any Order Form and this Agreement, the terms in the Order Form shall control.

4.2 Termination

In addition to a Party’s rights to terminate this Agreement as set forth elsewhere herein, either Party may terminate this Agreement and/or any outstanding Order Form upon notice effective upon receipt:

1. If the other Party makes an assignment for the benefit of creditors, or ceases to do business or otherwise terminates its business operations, other than after an assignment permitted by this Agreement;
2. If the other Party becomes insolvent, or voluntary or involuntary proceedings are instituted by or against such other Party under any federal, state, or other bankruptcy or insolvency laws, and, in the case of involuntary proceedings, such proceedings are not dismissed within sixty (60) days, or a receiver is appointed for such other Party; or
3. If the other Party fails to perform any material provision of this Agreement:
   • (i) and such failure is incapable of being cured;
   • (ii) if such failure relates to Client’s failure to pay Fees when due, Client fails to remedy such failure within ten (10) days after receiving notice of such failure from Provider; or
   • (iii) for all other failures capable of cure, the failing Party does not cure such failure within thirty (30) days after receipt of written notice specifying such failure, or if such failure cannot reasonably be cured within thirty (30) days, fails to: (1) promptly commence to remedy such failure; (2) continuously and diligently pursue the remedy; and (3) cure such failure within sixty (60) days after receipt of notice.

4.3 Suspension

Notwithstanding the foregoing termination provisions, Provider may immediately suspend the provision of Services, in whole or in part, or terminate this Agreement and/or an applicable Order Form (subject only to an opportunity to cure as set forth in Section 4.2), if:

• (i) Any Fees or expenses remain unpaid thirty (30) days after the applicable due date;
• (ii) Providing the Services is prohibited by law; or
• (iii) Client’s use of the Services violates this Agreement, the applicable Order Form, the Documentation, or applicable law.

4.4 Effect of Termination

Termination of this Agreement will not automatically terminate any applicable active Order Form unless explicitly specified. The terms of such Order Form shall control, including all fee, commitment, and early termination provisions.

5. Payment

5.1 Fees

Client will pay Provider all undisputed invoiced fees for Services as detailed in the applicable Order Form (“Fees”) and invoiced expenses, without deduction or setoff. Except as otherwise expressly provided in the applicable Order Form, for any Services provided on an hourly basis, time shall be billed in fifteen-minute (1/4 hour) increments. Provider reserves the right to increase Fees, in its reasonable business judgment, provided Provider shall not increase any Fee more than once in any six (6) month period. The foregoing limitation shall not apply to changes set forth in a Change Order Form.

Notwithstanding the foregoing, with respect to any Fees included in an Order Form that represent pass-through costs or third-party licensing (“Third-Party Fees”), Provider cannot guarantee that such Third-Party Fees will remain static for the duration of the Order Form. In the event Third-Party Fees increase, Provider may proportionately adjust the applicable Fees upon written notice to Client.

5.2 Invoices and Billing

Unless otherwise set forth in an Order Form, Provider will invoice Client on a monthly basis. All undisputed Fees and expenses are due and payable, in US Dollars, within thirty (30) days of the invoice date. Payments made via credit or debit card may be subject to an additional four percent (4%) processing fee where permitted by law.

Without prejudice to its other rights and remedies under this Agreement or at law, if Client fails to pay any amount due by the due date, Provider may charge interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permissible by law, accruing daily from the due date until paid in full. Client agrees to pay all costs incurred by Provider in collecting unpaid amounts, including reasonable attorneys’ fees and collection agency costs.

6. Confidentiality

6.1 Confidential Information

Each Party will use reasonable care to prevent the unauthorized use or dissemination of the other Party’s confidential information. “Confidential Information” is limited to information clearly marked as confidential, disclosed orally and summarized in writing within thirty (30) days, or information that reasonably should be understood as confidential given the nature of the information and circumstances of disclosure. The terms of this Agreement and any Order Form shall be considered Confidential Information of both Parties.

Confidential Information does not include information that the receiving Party can demonstrate:

1. Was known prior to disclosure without restriction;
2. Is or becomes public knowledge through no breach of this Agreement;
3. Is obtained from a third party without breach of any confidentiality obligation; or
4. Was independently developed without reference to or use of the disclosing Party’s Confidential Information.

Each Party agrees to bind its respective employees and contractors to confidentiality duties at least as restrictive as those herein. The non-breaching Party shall be entitled to seek injunctive or extraordinary relief to prevent or stop a breach of this section without the necessity of posting a bond.

7. Representations, Warranties and Disclaimers

7.1 General Representations

Each Party represents and warrants that:

• (i) It has full right, power, and authority to enter into and perform this Agreement;
• (ii) Execution and performance do not violate any other agreement to which it is bound;
• (iii) This Agreement constitutes a legal, valid, and binding obligation; and
• (iv) Its performance shall comply with all applicable laws.

7.2 Third-Party Products

Products, software, or hardware manufactured or developed by third parties (“Third-Party Products”) may be incorporated into, bundled with, or provided in conjunction with the Services. Provider makes no independent representations or warranties with respect to Third-Party Products, which are provided subject solely to the terms and pass-through warranties of the original manufacturer.

7.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, PROVIDER DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. EXCEPT IN CASES OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY PROVIDER, CLIENT ASSUMES ALL RISK AS TO THE USE AND RESULTS OF THE SERVICES IN TERMS OF ACCURACY, RELIABILITY, OR CORRECTNESS. THIS DISCLAIMER DOES NOT AFFECT MANUFACTURER WARRANTIES ON THIRD-PARTY PRODUCTS.

8. Limitation of Liability

8.1 Consequential Damages Waiver

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, DATA CORRUPTION, OR BUSINESS INTERRUPTION), REGARDLESS OF CAUSE OR THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Cap on Liability

THE TOTAL AGGREGATE LIABILITY OF PROVIDER TO CLIENT FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL IN NO CASE EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO PROVIDER HEREUNDER IN THE SIX (6) MONTHS PRECEDING THE ACT OR EVENT GIVING RISE TO THE LIABILITY.

8.3 Exclusions

THE LIMITATIONS IN SECTIONS 8.1 AND 8.2 SHALL NOT APPLY TO:

• (i) A PARTY’S BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 6;
• (ii) INDEMNIFICATION OBLIGATIONS UNDER SECTION 9; OR
• (iii) DAMAGES RESULTING FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

PROVIDER SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS, OR LIABILITIES ARISING FROM: (A) CLIENT’S VIOLATION OF LAW OR THIRD-PARTY CLAIMS CONCERNING CLIENT DATA; (B) ACTIONS TAKEN BY PROVIDER AT CLIENT’S SPECIFIC DIRECTION; OR (C) CLIENT’S FAILURE TO FULFILL ITS RESPONSIBILITIES UNDER THIS AGREEMENT.

9. Indemnification

9.1 Mutual Indemnification

Each Party (“Indemnifying Party”) agrees to defend, indemnify, and hold harmless the other Party, its affiliates, and their respective officers, directors, employees, and agents (“Indemnified Parties”) against any third-party losses, claims, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of:

• (i) Breach of its representations, warranties, or covenants herein;
• (ii) Its negligent acts or omissions, willful misconduct, or violation of applicable law;
• (iii) Violation of any term of this Agreement; or
• (iv) Allegations that its proprietary technology or content infringes or misappropriates any third party’s intellectual property, privacy, or publicity rights.

9.2 Infringement Remedies

If the Services become, or in Provider’s opinion are likely to become, the subject of an infringement claim, Provider may, at its option and expense:

• (i) Procure for Client the right to continue using the Services;
• (ii) Replace or modify the Services to make them non-infringing while maintaining equivalent functionality; or
• (iii) If options (i) and (ii) are not commercially reasonable, terminate the affected Order Form and refund any prepaid, unused Fees.

10. Notices

Any formal notice required under this Agreement shall be delivered via email.

• Notices to Provider must be sent to use the contact page .
• Notices to Client will be sent to the primary contact email address designated on the applicable Order Form, Quote, or account profile.

Notices are deemed received on the business day sent, provided no bounce-back or delivery failure message is received.

11. Miscellaneous

11.1 Relationship of the Parties

The relationship between AllTech and Client is that of independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

11.2 Assignment & Binding Effect

This Agreement inures to the benefit of and binds the Parties and their permitted successors and assigns. Provider may assign or transfer its rights and duties under this Agreement without Client consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of assets. Client may not assign or transfer this Agreement or any rights hereunder without Provider’s prior written consent.

11.3 Non-Solicitation / Non-Interference

During the Term and for twelve (12) months thereafter (the “Non-Solicitation Period”), Client shall not directly or indirectly solicit, recruit, hire, or engage any employee or contractor of Provider who provided Services to Client during the preceding twelve (12) months (“Restricted Candidates”). General public advertisements or non-targeted job postings do not violate this provision, provided Client does not hire any Restricted Candidate responding thereto.

In the event Client breaches this Section and hires a Restricted Candidate, Client agrees to pay Provider as liquidated damages (and not a penalty) the sum of $150,000 per hired individual. Both Parties agree this amount represents a reasonable pre-estimate of Provider’s costs to recruit, onboard, and train replacement talent and loss of business value.

11.4 Force Majeure

Neither Party is responsible for delays or performance failures resulting from acts of God, strikes, labor disputes, riots, acts of war or terrorism, cyberattacks, government actions, epidemics, power/communication line outages, or natural disasters.

11.5 Survival

Provisions that by their nature should survive termination shall survive, including Sections 3 (Ownership), 5 (Payment), 6 (Confidentiality), 8 (Limitation of Liability), 9 (Indemnification), and 11.3 (Non-Solicitation).

11.6 Modifications & Entire Agreement

This Agreement, together with all active Order Forms, SOWs, Quotes, and referenced policies (including the Acceptable Use Policy), constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior agreements. Provider reserves the right to modify this online MSA or any online policy upon thirty (30) days’ written notice (which may be provided via email or posted on Provider’s portal/website). Continued use of the Services after the effective date of an updated version constitutes acceptance of the modified terms.