Master Services Agreement

1. Parties

This Master Services Agreement (the "Agreement") is between:

• PS ProTech LLC, a Florida limited liability company, with its principal office at 4301 Collins Avenue, Miami Beach, Florida 33140 ("PS ProTech," "we" or "us"); and
• the business named in the order form in Schedule A (the "Client" or "you").

It takes effect on the date both parties sign Schedule A (the "Effective Date").

PS ProTech provides managed IT and cybersecurity services. The Client wants PS ProTech to provide those services on the terms below. The plan, number of users and monthly fee are set out in Schedule A, and what each plan includes is set out in Schedule B.

2. Definitions

3. Services

3.1 What we provide. PS ProTech will provide the Services included in the Client's Plan, as described in Schedule B. Services are delivered remotely unless this Agreement says otherwise.

3.2 Protected within 30 days. Within 30 days of the Start Date, PS ProTech will have every Covered Computer secured, monitored and backed up. If it does not, the Client owes no Plan fees for the time after day 30 until that work is done. This does not apply to delays the Client causes, such as computers that are not made available or access that is not provided.

3.3 Computers. Each User includes one Covered Computer. Each additional Covered Computer is $30 per month.

3.4 Adding and removing Users. The Client may add Users at any time. New Users are billed from the next billing month. The Client may remove Users with 30 days' written notice, and fees go down from the next billing month. Fees never go below the 3-User minimum in Section 5.

3.5 Changing plans. The Client may move to a higher Plan at any time, starting from the next billing month. A move to a lower Plan takes effect at the next renewal.

3.6 More than 50 Users. For more than 50 Users, the Services and fees are agreed separately and recorded in Schedule A.

3.7 Changes to the Services. PS ProTech may change the tools and vendors it uses to deliver the Services, as long as the protection the Client receives is not materially reduced. PS ProTech will tell the Client before any change that requires action from the Client's staff.

4. Trial period, term and renewal

4.1 30-day money-back guarantee. The Client may end this Agreement for any reason during the Trial Period by written notice. The Agreement then ends on the last day of the Trial Period, and PS ProTech will refund the monthly fees paid for the Trial Period within 14 days. Fees for Additional Work, and hardware, software or licenses bought for the Client, are not refunded. There is no early termination charge.

4.2 Initial term. If the Client does not end the Agreement during the Trial Period, it continues for 12 months from the day after the Trial Period ends (the "Initial Term"). Per-User prices stay the same for the whole Initial Term.

4.3 Renewal. At the end of the Initial Term, the Agreement renews for further 12-month terms unless either party gives written notice at least 60 days before the term ends. PS ProTech will remind the Client in writing at least 30 days before that notice deadline.

4.4 Price changes at renewal. PS ProTech may raise per-User prices for a renewal term by up to 5%, with at least 60 days' written notice before the renewal date. Prices do not change during a term, except when the Client changes its Plan or number of Users.

5. Fees, billing and payment

5.1 Monthly fee. The monthly fee is the Plan's per-User price times the number of Users, billed for at least 3 Users. A Client with 1 or 2 Users is billed as 3.

5.2 No setup fees. PS ProTech charges no setup or onboarding fee.

5.3 Invoices. The monthly fee is invoiced in advance on the 1st of each month. Additional Work is invoiced monthly in arrears. Invoices are due within 15 days, by ACH, card or check.

5.4 Taxes. Fees do not include sales or similar taxes. The Client pays any that apply, other than taxes on PS ProTech's income.

5.5 Late payment. Overdue amounts carry interest at 1.5% per month, or the highest rate the law allows if lower. If an invoice is more than 30 days overdue, PS ProTech may pause the Services after 10 days' written notice until it is paid. Pausing the Services does not end the Agreement.

5.6 Disputed invoices. The Client must raise a disputed charge in writing within 30 days of the invoice and pay the undisputed part on time. The parties will work in good faith to settle the dispute within 30 days.

6. Response times and support hours

6.1 Help desk. The help desk is open during Business Hours. PS ProTech will give a First Reply to each Request within the time for the Client's Plan:

6.2 How time is counted. Response times count Business Hours only. A Request received outside Business Hours is treated as received at the start of the next Business Hours. A First Reply means a technician has started work on the Request; it does not mean the issue is fixed.

6.3 Around-the-clock monitoring. Device monitoring and the security team's threat monitoring run 24 hours a day, 7 days a week. When the security team detects an active threat, it may isolate the affected computer from the network without waiting for the Client's approval, and PS ProTech will tell the Client as soon as practical.

6.4 After-hours requests. Requests outside Business Hours are answered the next business day.

7. Client responsibilities

The Services work only with the Client's cooperation. The Client will:

1. Name its authorized contacts in Schedule A: the people who may submit Requests, approve Additional Work and ask for accounts to be added, changed or removed.
2. Give PS ProTech the access it needs, including administrator access to Covered Computers, Microsoft 365 or Google Workspace, and the domain name and network equipment where the Services need them.
3. Leave PS ProTech's tools in place. Staff must not remove or disable the monitoring, security or backup software PS ProTech installs.
4. Tell PS ProTech promptly about new and departing staff, new computers, new software and any suspected security incident.
5. Keep computers and software supported. Covered Computers must run an operating system and software that still receive security updates from their maker. PS ProTech will flag anything that does not.
6. Keep its software licenses valid, including Microsoft 365 or Google Workspace and any business software it uses.
7. Take part in the security program, including two-step sign-in on accounts and, on the Business and Secure plans, staff training and phishing simulations.
8. Provide working internet and power at its offices.

If the Client declines a security recommendation in writing, or does not act on it within a reasonable time, PS ProTech is not responsible for harm that the recommendation would likely have prevented.

8. Additional Work

8.1 What is included. Remote help for Users and Covered Computers is included in the monthly fee, within the scope of the Client's Plan.

8.2 What is billed separately. The following are Additional Work at $150 per hour, unless Schedule A sets a fixed price:

• On-site visits.
• Projects, such as office moves, new office setups, email or file migrations, and network or Wi-Fi installs.
• Servers, network equipment, printers, phones and tablets, unless Schedule A adds them to the Plan.
• Work on a computer that is not a Covered Computer.
• Recovery work after a security incident, beyond containing it, where the incident results from the Client declining a recommendation under Section 7.
• Anything else outside Schedule B.

8.3 Quoted before we start. PS ProTech will tell the Client the estimated hours or fixed price before starting Additional Work, and will start only with the approval of an authorized contact. Email approval is enough. If the work will run more than 20% over the estimate, PS ProTech will ask again before continuing.

8.4 How time is billed. Additional Work is billed in 15-minute increments. Travel within Miami-Dade and Broward counties is not billed.

8.5 Hardware and software. Hardware, software and licenses are not included in any Plan. PS ProTech can source them at the price it quotes, or the Client can buy them directly.

9. Security, data and confidentiality

9.1 The Client's data is the Client's. The Client owns its data, accounts, passwords and the documentation PS ProTech keeps about its systems. PS ProTech gains no rights in them beyond what it needs to provide the Services.

9.2 How PS ProTech uses its access. PS ProTech will use its access to the Client's systems only to provide the Services. It will protect its own accounts with two-step sign-in, give its staff only the access their work needs, and keep a record of administrative access.

9.3 Confidentiality. Each party will keep the other's non-public business information confidential and use it only for this Agreement. This does not cover information that is public through no fault of the receiving party, was already known to it, or is received lawfully from someone else. A party may disclose information when the law requires it, after notifying the other party where allowed. This duty lasts for 3 years after the Agreement ends, and for as long as the information remains a trade secret.

9.4 Personal information. PS ProTech will handle personal information it can access only to provide the Services and will not sell it. If PS ProTech becomes aware of a breach of security affecting the Client's personal information in its care, it will tell the Client as quickly as practical and no later than 10 days after determining it, as Florida's Information Protection Act (section 501.171, Florida Statutes) requires of service providers.

9.5 Security incidents. If the Client has a security incident, PS ProTech will help contain it and preserve evidence. The Client decides whether to notify its customers, insurer, regulators or law enforcement. PS ProTech does not give legal advice.

9.6 Regulated data. The Client will tell PS ProTech before PS ProTech is given access to health, payment card or other regulated data. Where the law requires a separate agreement, such as a HIPAA business associate agreement, the parties will sign one before that access begins.

9.7 PS ProTech's tools. PS ProTech's own tools, scripts, methods and templates remain its property. The Client may use any reports and documentation it receives for its own business.

10. Third-party products and vendors

10.1 Tools we use. PS ProTech delivers the Services using software and services from third parties, such as monitoring, antivirus and EDR, backup, email security and SIEM providers, and a 24/7 security operations team. PS ProTech is responsible for the work of its subcontractors under this Agreement as if it were its own.

10.2 Vendor terms. Some of these tools require the Client to accept the maker's end-user terms. PS ProTech will tell the Client which ones before installing them.

10.3 The Client's own services. Microsoft 365, Google Workspace, internet service, business software and other services the Client buys are governed by their providers' terms. PS ProTech is not responsible for those providers' outages, data loss or changes, but will work with them on the Client's behalf as part of the Services.

10.4 Business software. PS ProTech will contact the makers of the Client's business software, such as accounting or practice management systems, on the Client's behalf. Any support fees those makers charge are the Client's.

11. Warranties and disclaimers

11.1 Our warranty. PS ProTech will perform the Services with reasonable skill and care, consistent with generally accepted practice for managed IT providers. If it does not, the Client should tell PS ProTech in writing within 30 days, and PS ProTech will redo the work at no charge. That is the Client's remedy for a breach of this warranty.

11.2 No guarantee against attack. No provider can prevent every cyberattack, outage or data loss. The Services make them far less likely and easier to recover from, but PS ProTech does not guarantee that the Client's systems will be free of breaches, malware or interruptions, or that every file can be recovered.

11.3 Compliance and insurance. Compliance reports, security plans and help with questionnaires support the Client's own compliance work. They do not certify that the Client complies with any law, standard or contract, and they are not legal or audit advice. Help with insurance applications does not guarantee cover or a particular premium. The Client is responsible for the accuracy of what it submits to insurers, customers and regulators.

11.4 No other warranties. Except as stated in this Agreement, PS ProTech makes no other warranties, express or implied, including implied warranties of merchantability and fitness for a particular purpose.

12. Limitation of liability and indemnification

12.1 Cap. Each party's total liability under this Agreement is limited to the fees the Client paid or owed under it in the 12 months before the event that gave rise to the claim.

12.2 No indirect losses. Neither party is liable for lost profits, lost revenue, business interruption, or indirect, special or consequential damages, even if warned they were possible. Loss of data is covered only to the extent of PS ProTech's obligation to restore from the backups included in the Plan.

12.3 Exceptions. Sections 12.1 and 12.2 do not limit the Client's duty to pay fees, either party's liability for gross negligence or willful misconduct, either party's obligations under Section 12.4, or breaches of Section 9.3.

12.4 Indemnification. Each party will defend the other against third-party claims, and pay the resulting damages and reasonable legal fees, to the extent the claim arises from:

• PS ProTech: its gross negligence or willful misconduct, or a claim that its tools infringe someone else's intellectual property.
• The Client: its data, its unlawful use of the Services, or work PS ProTech did on the Client's written instruction after advising against it.

The party seeking defense must notify the other promptly, let it control the defense, and cooperate reasonably.

13. Termination and handover

13.1 During the trial. The Client may end the Agreement during the Trial Period under Section 4.1.

13.2 For breach. Either party may end the Agreement by written notice if the other materially breaches it and does not fix the breach within 30 days of written notice, or within 10 days for unpaid invoices.

13.3 Ending early. After the Trial Period, the Client may end the Agreement before its term ends with 30 days' written notice by paying the monthly fees remaining in the term.

13.4 Insolvency. Either party may end the Agreement by written notice if the other becomes insolvent, makes an assignment for the benefit of creditors, or has a bankruptcy petition filed by or against it that is not dismissed within 60 days.

13.5 Handover. However the Agreement ends, and whether or not any invoice is unpaid, PS ProTech will not withhold the Client's passwords, accounts or data. Within 10 business days of the end date, PS ProTech will:

1. Hand over all administrator passwords and documentation for the Client's systems.
2. Transfer administrator access to the Client or a provider the Client names.
3. Provide a copy of the Client's data from the backups it manages, in a standard format, or keep the backups for 30 days while the Client moves them.
4. Remove its monitoring, security and backup tools on a date agreed with the Client, so the Client is not left unprotected while switching.
5. Spend up to 2 hours answering the new provider's questions at no charge. Further help is Additional Work.

13.6 What survives. Sections 5 (for amounts owed), 9, 11, 12, 13.5 and 14 continue after the Agreement ends.

14. General terms

14.1 Law and courts. Florida law governs this Agreement. Any dispute will be heard in the state or federal courts in Miami-Dade County, Florida. The prevailing party may recover its reasonable attorneys' fees. Each party waives a jury trial.

14.2 Notices. Notices must be in writing and sent by email to the addresses in Schedule A, or by mail or courier to the addresses in Section 1 and Schedule A. Email notice is effective when sent, unless the sender receives a bounce.

14.3 Hiring each other's staff. During the Agreement and for 12 months after, neither party will hire or engage the other's employees who worked on the Services without written consent. If it does, it will pay the other party 25% of that person's first-year pay.

14.4 Independent contractor. PS ProTech is an independent contractor. Nothing in this Agreement makes the parties partners, employer and employee, or agents of each other.

14.5 Events beyond control. Neither party is liable for delays caused by events beyond its reasonable control, such as hurricanes, power or internet outages, or failures of third-party cloud providers. This does not excuse paying fees.

14.6 Assignment. Neither party may transfer this Agreement without the other's written consent, except to a buyer of all or most of its business that agrees to be bound by it.

14.7 Whole agreement. This Agreement, with its Schedules, is the entire agreement between the parties about the Services and replaces any earlier proposals. If they conflict, Schedule A controls over this Agreement, and this Agreement controls over Schedule B. Changes must be in writing and signed by both parties.

14.8 Other terms. If a court finds any part of this Agreement unenforceable, the rest stays in effect. Not enforcing a right is not a waiver of it. This Agreement may be signed electronically and in counterparts.

15. Signing

The parties agree to this Agreement by signing Schedule A. Each signed Schedule A incorporates the version of this Agreement in effect on the date it is signed.

Schedule A: Order form

Each Client signs its own Schedule A. A new one, signed by both parties, replaces it when the Plan or fixed prices change. Changes in the number of Users can be confirmed by email. Schedule A records:

Example: a Business plan for 5 Users, with no extra computers, is 5 × $174 = $870 per month.

Schedule B: What each plan includes

Each plan includes everything in the plan before it. All help is remote unless marked otherwise; on-site visits and projects are Additional Work under Section 8.

Not included in any plan: hardware, software and licenses; servers, network equipment, printers, phones and tablets unless added in Schedule A; and the other Additional Work listed in Section 8.2.