Master Services Agreement

Get IT Right Solutions, Inc.

This Master Services Agreement (“Agreement”) is entered into by and between Get IT Right Solutions, Inc., a California corporation (“Get IT Right,” “we,” “us,” or “our”), and the client entity that accepts a Quote (as defined below) (“Client,” “you,” or “your”). This Agreement sets forth the general terms and conditions under which we provide managed IT and related services.

1. SCOPE

This Agreement is a master framework and does not list or define any specific services, solutions, deliverables, or products (“Services”). The Agreement establishes the legal terms and conditions under which any Services may be provided, but it does not create or imply an obligation for us to provide any particular Service unless expressly documented in an accepted Service Document.

1.2 Service Documents

All Services will be described solely in a Quote, Statement of Work, Service Order, Services Guide, or similar written document issued by us and accepted by you (collectively, “Service Documents”). Each accepted Service Document becomes part of this Agreement and governs only the Services expressly identified in that document.

1.3 Out-of-Scope Services

Any task, activity, deliverable, responsibility, or assistance not expressly stated in an accepted Service Document is deemed out of scope (“Out-of-Scope Services”) and will not be performed unless both parties agree in writing (including email) and you agree to pay any associated fees. No Service is included under this Agreement unless expressly documented in an accepted Service Document.

1.4 Version of Agreement

Each Service Document is governed by the version of this Agreement that is in effect on the date that Service Document is accepted. We may update or modify this Agreement prospectively. Any updated version will be identified by a revision date and will govern Service Documents accepted after that revision date.

1.5 Conflict Between Documents

If any term in a Service Document conflicts with a term in this Agreement, the Service Document controls for that specific engagement, but only to the extent of the conflict.

1.6 Third-Party Providers and Third-Party Services

To deliver the Services described in the applicable Service Documents, we may utilize or resell tools, platforms, software, or services provided by independent third parties (each, a “Third-Party Provider” and their products, “Third-Party Services”). These may include, without limitation:

Remote monitoring and management platforms
Backup and disaster recovery solutions
Email security and filtering services
Antivirus, EDR/XDR, SIEM, or MDR platforms
Cloud hosting and SaaS services

While we may select, configure, and administer these Third-Party Services on your behalf, you acknowledge that we do not own or control them. Third-Party Services are provided strictly on an“AS IS” basis, subject to the terms, conditions, and service levels of the applicable Third-Party Provider. Our liability for Third-Party Services is limited as set forth in this Agreement.

You acknowledge that, as part of delivering the Services, decisions regarding provider selection and substitution fall solely within our professional judgment. We may change or replace Third-Party Providers at any time, without notice, and without obligation to obtain your approval or maintain any specific provider.

2. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below. Other capitalized terms may be defined within the context in which they are used.

2.1 Agreement

Means this Master Services Agreement, together with all Quotes, amendments, schedules, and other incorporated documents.

2.2 "Quote" or "Service Document"

Means any proposal, quote, service order, statement of work, onboarding schedule, or similar document issued by Get IT Right and accepted by you, each of which describes specific Services to be provided.

2.3 Services

Means the services, products, solutions, activities, or deliverables described in an accepted Quote or other Service Document. Services do not include any task not expressly identified in a Service Document.

2.4 Out-of-Scope Service

Means any service, task, function, remediation, or activity not expressly included in a Service Document. Out-of-Scope Services are provided only if both parties agree in writing and you agree to pay applicable fees

2.5 Environment

Means your systems, networks, devices, applications, accounts, cloud platforms, personnel, and data over which you grant us access or for which you request support.

2.6 Client Data

Means any data, content, or information originating from you or your users that is processed, stored, transmitted, backed up, or accessed as part of the Services.

2.7 Get IT Right Materials

Means all tools, scripts, software, documentation, processes, templates, methodologies, automation components, and other materials developed, used, or provided by Get IT Right in connection with the Services.

2.8 Third-Party Provider / Third-Party Services

Means any independent provider of software, hardware, cloud services, security services, or related tools used or resold by Get IT Right to provide the Services.

2.9 Managed Services

Means recurring, ongoing services delivered on a subscription basis and billed periodically, as defined in an applicable Service Document.

2.10 Professional Service

Means project-based, consulting, onboarding, remediation, configuration, or other one-time or non-recurring services that are not Managed Services.

2.11 Authorizated Contacts

Means the individuals you designate as having authority to request Services, approve changes, provide direction, or receive communications under this Agreement.

2.12 Term

Means the period during which this Agreement remains in effect, as described in Section 10.

3. IMPLEMENTATION

3.1 Recommendations and Instructions

We may from time to time make recommendations or provide instructions designed to improve the stability, performance, or security of your environment (for example, recommending replacement of outdated hardware, upgrades to supported operating systems, implementation of multifactor authentication, or adoption of backup standards).

You agree to consider such recommendations in good faith. If you choose not to follow them, or delay implementation, you acknowledge that:

Your environment may be less stable or secure; and
Our ability to deliver the Services, meet response targets, or mitigate risks may be impaired; and
We will not be responsible for performance problems, incidents, or losses that could have been materially reduced or avoided had our recommendations been timely implemented.

3.2 Cooperation

You agree to provide reasonable cooperation and assistance, including:

Timely access to facilities, systems, and networks
Access to documentation, historical information, and relevant records
Availability of knowledgeable personnel for questions and approvals
Timely responses to emails, tickets, and requests for information

We are not responsible for delays or Service limitations caused by your failure to cooperate or to provide necessary information or access.

4. SERVICES; LIMITATIONS

4.1 General Nature of Services

We will provide the Services described in each applicable Service Document using commercially reasonable efforts and in a professional and workmanlike manner consistent with generally accepted industry standards for managed service providers. Our ability to perform the Services depends on your timely cooperation and the condition of your technical environment.

4.2 Exclusions

Unless expressly included in an accepted Service Document, the Services do not include:

Resolution of pre-existing issues or latent defects identified during onboarding or thereafter.
Support for end-of-life, unsupported, or pirated hardware or software.
Custom software development or code-level application support.
Physical cabling, construction, or HVAC/electrical work.
Legal, financial, accounting, human resources, or compliance advice.
Forensic investigations or incident response beyond normal troubleshooting.

Any such work, if requested, constitutes Out-of-Scope Services under Section 1.3 and may be provided (if we agree) at our then-current time-and-materials rates.

4.3 No Guaranteed Outcomes

We do not guarantee:

Uninterrupted or error-free operation of any system or service.
That cyber incidents, breaches, or malware infections will never occur.
That all vulnerabilities will be discovered or remediated.
That data will always be recoverable in the event of loss.

These limitations apply regardless of any recommendations we make, any Third-Party Services we manage, or any decisions you make regarding your technical environment. Our Services are designed to reduce risk, not eliminate it.

4.4 Client Responsibilities for Environmental

You are responsible for:

Maintaining physical and environmental conditions (power, cooling, physical security, etc.) suitable for equipment.
Using systems and Services in accordance with recommended practices and applicable laws.
Ensuring that any third-party vendors you engage cooperate with us as reasonably necessary to deliver the Services.
Ensuring that your users comply with any acceptable use policies or service conditions related to the Services.

We are not responsible for delays, failures, increased risk, or additional costs caused by third-party vendors you select, environmental factors, or misuse of systems by your personnel. Work required to address such issues may be treated as Out-of-Scope Services.

5. ACCESS

5.1 Authorization to Access Systems

You authorize Get IT Right to access, manage, and interact with your systems, networks, applications, accounts, and data (your “Environment”) to the extent reasonably necessary to perform the Services described in the applicable Service Documents. This may include:

Remote access via VPN, RDP, remote monitoring tools, or similar methods.
On-site access to servers, network devices, and workstations.
Administrative access to cloud platforms, SaaS applications, and backups.

You represent that you have the legal authority to grant such access and that doing so does not violate any contract, policy, or law. Failure to provide or maintain required access may delay or suspend our performance obligations and may result in certain work being classified as Out-of-Scope Services under Section 1.3.

5.2 Hosted and Cloud Providers

If any part of the Environment is hosted by a third party—such as a cloud provider, co-location facility, SaaS platform, or web host—you are solely responsible for:

Maintaining your account(s) with those providers.
Paying all associated fees and charges.
Ensuring that those providers permit our access and management activities.

We are not liable for failures, downtime, limitations, or security issues arising from any hosting or cloud provider. These responsibilities supplement those described in Section 1.6 (Third-Party Providers).

5.3 Third-Party Vendors

At your request, we may communicate or coordinate with third-party hardware, software, telecom, or cloud vendors regarding your Environment. Unless expressly included in a Service Document:

Our communications with such vendors are a courtesy.
We are not responsible for vendor performance, responsiveness, or actions.
You remain responsible for all obligations under your vendor contracts.

5.4 Credentials

You will provide all usernames, passwords, multi-factor authentication approvals, encryption keys, API tokens, and other credentials necessary for us to deliver the Services. You represent and warrant that providing such credentials to us:

Is authorized by your internal policies; and
Does not infringe or violate any third-party rights.

You will promptly notify us of any credential changes that could impact our access. We are not responsible for delays, failures, or service interruptions caused by credential changes outside our control. Work required to restore access may be treated as Out-of-Scope Services.

We may create or modify credentials in your Environment (e.g., service accounts or administrative accounts) as reasonably necessary. Upon your written request at or before termination, we will provide such credentials to the extent reasonably practicable and consistent with security obligations.

5.5 Internal Network and Connectivity

You agree to provide adequate internal network and internet connectivity to support the Services, which may include:

Allowing necessary firewall rules/policies.
Maintaining appropriate bandwidth and routing.
Ensuring devices can communicate with our management platforms.

If we determine that network limitations or security controls prevent us from delivering the Services, we may require adjustments or upgrades. If you decline such changes, our obligations may be limited accordingly, and work required to address resulting issues may be treated as Out-of-Scope Services.

5.6 Software Agents

To provide the Services, we may install software agents, utilities, scripts, or monitoring components (“Software Agents”) on your devices and systems. You authorize such installation and operation.

You agree not to modify, disable, or interfere with Software Agents without our consent. Doing so may impair functionality and constitutes a material breach, subject to any applicable cure periods described in this Agreement. Upon termination of the applicable Services, we may remotely uninstall or deactivate Software Agents where feasible.

6. OWNERSHIP

6.1 Ownership of Client Data

All data and content originating from you or your users and processed or stored as part of the Services (“Client Data”) remains your property. We claim no ownership interest in Client Data.

You grant us a nonexclusive, worldwide, royalty-free license to access, use, copy, transmit, store, back up, and otherwise process Client Data as reasonably necessary to deliver the Services described in the applicable Service Documents, perform internal quality and security functions, or comply with legal obligations.

6.2 Ownership of Get IT Right Materials

All software, platforms, tools, documentation, processes, templates, scripts, automation routines, configurations, methodologies, know-how, and other materials developed, licensed, or used by Get IT Right in connection with the Services (“Get IT Right Materials”) are and remain our sole and exclusive property, regardless of whether they are created or modified for your specific use.

Subject to your timely payment of all fees, we grant you a limited, nonexclusive, nontransferable license to use the Get IT Right Materials solely as necessary for you to benefit from the Services during the applicable Term. This license automatically terminates upon termination of the applicable Services.

Upon termination, you must discontinue use of the Get IT Right Materials and, upon our request, delete or return all copies within your control.

You will not (and will not permit others to):

Copy, reverse engineer, decompile, or attempt to derive source code of Get IT Right Materials.
Remove, alter, or obscure proprietary notices.
Use Get IT Right Materials outside the scope of the Services or after termination.

6.3 Third-Party Licenses

Some Services may involve or require software, platforms, or tools licensed by Third-Party Providers. Your use of these Third-Party Services is subject to the applicable providers’ license terms and policies, which you agree to comply with. Where necessary to deliver the Services, we may accept such license terms on your behalf, and you agree that doing so does not create liability for us.

If a Third-Party Provider modifies its terms, pricing, features, or availability, we may pass those changes through to you and/or adjust the Services accordingly. We are not responsible for the acts, omissions, or service levels of Third-Party Providers.

These responsibilities supplement those described in Section 1.6.

7. AUTHORIZED CONTACTS

7.1 Designation

You will designate one or more persons as Authorized Contacts who have authority to:

Request Services.
Approve changes, purchases, and Service Documents.
Provide technical direction or business requirements.
Receive notices, invoices, and communications.

We may reasonably rely on instructions or approvals from Authorized Contacts as if they come directly from you, and any such instructions or approvals—including approvals of fees—are binding on you.

7.2 Changes to Authorized Contacts

You agree to promptly notify us in writing if an Authorized Contact’s authority changes or terminates. Until we receive and process such notice, we may continue to rely on prior

designations.

7.3 Reliance on Apparent Authority

If your employees or representatives request Services or direct us to take action and present themselves as having authority, we may (but are not required to) rely on their apparent authority unless you have instructed us otherwise in writing. You are responsible for any actions we reasonably take in reliance on such instructions, including any associated fees.

Our reliance on apparent authority applies to all environments, including co-managed IT scenarios and interactions with your third-party vendors.

8. FEES AND PAYMENT TERMS

8.1 Fees

Fees for the Services are set forth in the applicable Service Documents. Unless a Service Document states otherwise, fees may include:

Recurring fees (e.g., monthly managed services, licensing, or subscriptions).
Time-and-materials fees for projects, Out-of-Scope work, or professional services.
Hardware/software charges for equipment, licenses, or materials.
Pass-through costs from Third-Party Providers.

All fees are based on the Services provided, quantities measured, and the commitments set forth in the applicable Service Documents.

8.2 Invoicing and Payment

Unless otherwise specified in the applicable Service Document:

Recurring fees are invoiced in advance, typically monthly.
Time-and-materials and project fees are invoiced in arrears as work is performed.
Hardware, software, and certain Third-Party Services may be invoiced at the time of order or activation.

All invoices are due upon receipt unless a later due date is stated on the invoice. Payments must be made in U.S. dollars by ACH, credit card, or another method we approve.

As a condition of receiving and continuing to receive the Services, you must enroll in an automatic payment method (ACH or credit card) and maintain a valid payment method at all times. Failure to maintain a valid payment method may result in suspension of Services.

8.3 Late Payments

Amounts not received by the due date are delinquent. In addition to any other remedies available to us, we may:

Charge late fees and/or finance charges at the maximum rate permitted by law.
Suspend some or all Services until the account is brought current.
Withhold delivery of licenses, equipment, or documentation.
Apply payments to the oldest outstanding balances first.
Charge reinstatement or reconnect fees for suspended Services.
Recover all reasonable costs of collection, including attorney fees and third-party collection costs.

Service suspension does not pause or relieve your obligation to pay applicable recurring fees. Your payment obligations continue during any suspension.

8.4 Rate Changes

We may adjust our rates and fees for Services upon at least thirty (30) days’ written notice to you, unless a longer fixed pricing period is expressly stated in a Service Document. Changes imposed by Third-Party Providers (including changes to licensing, availability, features, or pricing) may be effective as soon as imposed by the provider.

If you do not agree to a rate change, your sole remedy is to provide notice of non-renewal of the affected Services. Continued use of the Services after the effective date of a change constitutes acceptance of the updated pricing.

8.5 Usage-Based Adjustments

If the pricing in a Service Document is based on quantities (such as number of users, devices, servers, mailboxes, or storage units), you agree that:

Monthly invoices will reflect the actual quantities observed or reasonably estimated.
We may rely on our tools, monitoring systems, and administrative access to determine those quantities.
Increases or decreases in usage may automatically adjust your recurring fees.
We may true-up prior months if accurate usage information becomes available after the fact.

8.6 Expenses

You are responsible for reasonable out-of-pocket expenses incurred in performing the Services, including but not limited to travel, lodging, tolls, shipping, and vendor-imposed fees, where applicable and as permitted by the applicable Service Document.

8.7 Third-Party Charges

You are responsible for all charges imposed by Third-Party Providers unless a Service Document expressly states those charges are included in your recurring fees.

Many Third-Party Services require fixed or committed terms that are noncancelable. You remain responsible for all such commitments—even if you discontinue Services early or terminate this Agreement—unless the Third-Party Provider expressly permits cancellation without penalty.

Changes imposed by Third-Party Providers may be passed through to you and/or may require adjustment of the Services.

8.8 Disputed Invoices

If you dispute any portion of an invoice, you must notify us in writing within ten (10) days of the invoice date, specifying the disputed amount and the basis for the dispute. You must pay the undisputed portion by the original due date.

Failure to timely dispute an invoice constitutes acceptance that the invoice is accurate and due in full. Disputing an invoice does not relieve you of your payment obligations for undisputed amounts or suspend the due date of future invoices. Repeated or bad-faith invoice disputes constitute a material breach of this Agreement.

8.9 Taxes

Our fees do not include applicable sales, use, excise, or other taxes. You are responsible for such taxes (other than taxes on our net income). If you claim tax-exempt status, you must provide valid exemption documentation. If you fail to provide such documentation, we may charge applicable taxes as required by law.

8.10 Non-Refundability

Unless expressly stated otherwise in a Service Document:

Fees for hardware, software, and licensing are non-refundable.
Prepaid fees for Services are non-refundable once Services commence.
Early termination does not entitle you to refunds of prepaid amounts.

9. CREDIT CARD AND ELECTRONIC PAYMENT AUTHORIZATION

If you provide a credit card, debit card, ACH information, or other electronic payment details, you authorize us (and our payment processors) to:

Charge that payment method for all invoiced amounts when due;
Automatically process recurring charges for ongoing Services;
Process one-time charges for projects, hardware, licensing, or additional Services as approved.
Update card details automatically through account updater services where supported by your card issuer.

This authorization remains in effect until you provide an updated Payment Method or revoke authorization in writing. Revocation of authorization does not relieve you of your obligation to pay all outstanding amounts or maintain a valid Payment Method as required under Section 7.2.

If a payment is declined or returned, we may assess a processing fee, reattempt the charge, and suspend or terminate Services until payment is received. Any such suspension does not pause your billing obligations.

You agree not to initiate chargebacks or payment reversals without first giving us an opportunity to resolve any dispute in good faith in accordance with Section 7.8. Initiating a chargeback or reversal without such notice constitutes a material breach of this Agreement, and you are responsible for all associated fees, costs, and expenses (including bank fees, card network penalties, and reasonable attorney fees).

10. TERM; TERMINATION

10.1 Term of Agreement

This Agreement commences on the date you first accept a Service Document that references or incorporates this Agreement and continues until terminated as provided herein (the “Term”).

10.2 Service Term Under Individual Quotes

Each Service Document may specify its own initial term and renewal conditions. Termination or expiration of a specific Service Document does not, by itself, terminate this Agreement, which remains in effect for any other active Service Documents.

10.3 Auto-Renewal

Unless a Service Document expressly states otherwise, any recurring, ongoing Service billed monthly (each, a “Managed Service”) will automatically renew for successive terms equal to the initial term unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.

For clarity, Services that are not Managed Services—including one-time projects, break/fix work, and other non-recurring or temporary services—are not subject to automatic renewal.

10.4 Termination by Get IT Right

We may suspend Services immediately, and may terminate this Agreement or any Service Document upon written notice, if:

You fail to pay any undisputed amount when due and do not cure within ten (10) days after notice.
You commit a material breach of this Agreement or a Service Document and fail to cure within thirty (30) days after notice.
Your Environment or your actions create a security, legal, or operational risk that we, in our reasonable discretion, conclude cannot be mitigated.
You become insolvent, file for bankruptcy or reorganization, make an assignment for benefit of creditors, or become subject to receivership.
You or your representatives abuse, harass, or threaten our personnel.

10.5 Termination by Client

You may terminate this Agreement or any Service Document for convenience with at least sixty (60) days’ prior written notice, subject to:

Any minimum term commitments in the applicable Service Document.
Payment of any early termination fees if specified.
Payment of all non-cancelable third-party license or subscription fees for their remaining terms.
Continued payment of all recurring fees through the end of the notice period.

Termination becomes effective only after the notice period expires.

10.6 Termination by Consent

You and we may mutually agree in writing to terminate this Agreement or any Service Document.

10.7 Effect of Termination

Upon any termination:

All unpaid amounts for Services rendered and commitments incurred through the termination date become immediately due.

We may disable, revoke, or remove our Software Agents, tools, accounts, and access.
Any Get IT Right-owned or HaaS (Hardware-as-a-service) equipment must be returned in good condition (normal wear and tear excepted) within the timeframe we specify, or replacement fees may apply.
All licenses granted to you under this Agreement automatically terminate.

Service suspension or termination does not relieve you of payment obligations. Except as required by law, we are not obligated to maintain or provide access to your data after termination.

You are responsible for requesting any data export before Services end.

10.8 Transition Assistance

At your request, and provided your account is fully current and active, we may provide limited transition assistance to you or a successor provider. Transition services are Out-of-Scope Services billed at our then-current rates and are subject to our resource availability.

10.9 Survival

Sections that by their nature should survive termination—including payment obligations,confidentiality, disclaimers, limitations of liability, indemnification, and ownership provisions—survive termination of this Agreement.

11. LIMITED WARRANTY; REMEDIES

11.1 Limited Warranty

Get IT Right warrants that the Services we perform directly (as opposed to Third-Party Services) will be delivered in a professional and workmanlike manner consistent with generally accepted industry standards for similar services. This warranty applies only to the specific Services performed by us and does not guarantee any particular result, uptime, performance level, or cybersecurity outcome.

11.2 Exclusive Remedy

If you believe we have failed to perform the Services as warranted, you must notify us in writing within ten (10) days after the date the issue was discovered or reasonably should have been discovered. Failure to provide timely notice waives the warranty claim.

Your exclusive remedy, and our entire obligation, will be, at our option, to:

Re-perform the portion of the Services that was deficient; or
Issue a service credit not exceeding the fees paid for the affected Service during the billing period in which the deficiency occurred.

These remedies are your sole and exclusive remedies for any breach of the limited warranty in this Section and are subject to the limitations of liability set forth in this Agreement.

10.3 Limitations on Warranty

This limited warranty does not apply to issues arising from or relating to:

Your failure to follow our instructions, recommendations, or minimum standards.
Any Third-Party Services, hardware, software, or provider outages.
Unauthorized modifications or access to systems.
Misuse, neglect, or failure to maintain the Environment.
Failures caused by third-party vendors you select or manage.
Circumstances beyond our reasonable control, including force majeure events.

We do not warrant or guarantee that:

Systems or Services will be error-free or uninterrupted.
Cyber incidents, breaches, or malware infections will not occur.
All vulnerabilities will be identified or remediated.
Data will always be recoverable.

12. DISCLAIMERS

Except as expressly provided in Section 10, all Services and Get IT Right Materials are provided “AS IS” and “AS AVAILABLE”, without any other warranties of any kind. To the maximum extent permitted by law, we expressly disclaim all implied, statutory, or other warranties, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, quiet enjoyment, and any warranties arising from course of dealing or usage of trade.

We do not warrant and expressly disclaim any guarantee that:

The Services, systems, networks, or environments we manage or monitor will be uninterrupted, error-free, secure, or free from unauthorized access, attack, malware, or other cybersecurity events.
All vulnerabilities, misconfigurations, or threats will be identified, prevented, or remediated.
Backups or disaster recovery processes will successfully capture, preserve, or restore all data.
Data transmitted over networks or stored in third-party systems will remain accurate, uncorrupted, or continuously available.
The Services will cause you to meet any legal, regulatory, compliance, cybersecurity, or industry-specific obligations (including HIPAA, CCPA, PCI-DSS, GLBA, SOX, or similar
frameworks)

All Third-Party Services are provided solely under the applicable Third-Party Provider terms, conditions, service levels, warranties, and disclaimers. We make no representations or warranties regarding Third-Party Services and have no liability for their performance, availability, security, or functionality.

These disclaimers apply to the fullest extent permitted by law and operate together with them limitations of liability set forth in this Agreement.

13. LIMITATION OF LIABILITY

13.1 Monetary Cap

To the maximum extent permitted by law, the total cumulative liability of Get IT Right and its officers, directors, employees, contractors, and agents arising out of or related to this Agreement, any Service Document, or the Services—whether in contract, tort, negligence, strict liability, or otherwise—will not exceed:

The total fees actually paid by you to Get IT Right for the specific Services giving rise to the claim during the three (3) months immediately preceding the event from which the claim arises; and in no event will our aggregate liability exceed the amounts you paid during that same three-month period.

If the claim relates to a specific hardware or software purchase, our liability is limited tothe amount you actually paid us for that item.

This monetary cap applies in the aggregate to all claims and in combination with the warranty and disclaimer provisions in Sections 11 and 12.

13.2 Exclusion of Certain Damages

To the fullest extent permitted by law, Get IT Right will not be liable for any:

Loss of profits, revenue, business, or anticipated savings.
Loss or corruption of data, or costs of data recovery or reconstruction.
Business interruption, downtime, loss of productivity, or lost opportunities.
Reputational harm or loss of goodwill.
Cybersecurity incidents, breaches, ransomware attacks, unauthorized access, or malware infections.
Regulatory fines, penalties, assessments, legal exposure, or compliance failures (including HIPAA, CCPA, PCI-DSS, GLBA, or similar frameworks).
Failures, outages, limitations, errors, or delays caused by Third-Party Providers.
Any indirect, incidental, special, consequential, exemplary, enhanced, or punitive damages.

These exclusions apply regardless of the legal theory asserted (contract, tort, negligence, strict liability, or otherwise), whether such damages were foreseeable, and even if we have been advised of the possibility of such damages.

13.3 Allocation of Risk

You acknowledge and agree that:

The pricing of the Services reflects the allocation of risk set forth in this Agreement.
We would not provide the Services without these limitations.
These limitations form an essential basis of the bargain between the parties
The exclusive remedies in Section 10 may not fully compensate you and you nevertheless agree to these limitations.
These limitations apply even if a remedy fails of its essential purpose.

13.4 Exceptions

Nothing in this Agreement limits liability that cannot be limited under applicable law, including:

Death or personal injury caused by negligence;
Our willful misconduct or gross negligence;

but only to the extent such limitations are prohibited by law.

14. INSURANCE

Each party will maintain insurance coverage appropriate for its operations and legal obligations. For Get IT Right, such coverage includes commercial general liability, workers’ compensation, professional liability/errors and omissions, and cyber liability insurance at levels appropriate for a managed services provider.

You are solely responsible for maintaining insurance coverage adequate to protect your own systems, data, business operations, and financial interests, including (but not limited to) cyber liability, data breach, business interruption, and property insurance. We have no obligation to insure or reimburse you for losses that should reasonably be covered by your own insurance policies.

You are also responsible for ensuring that any third-party vendors you engage maintain insurance appropriate for their activities. Your failure to maintain appropriate insurance does not expand or modify our obligations or liability under this Agreement, all of which are expressly limited as set forth in Sections 10, 11, and 12.

15. CONFIDENTIALITY

15.1 Definition

“Confidential Information” means any nonpublic information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is marked or reasonably understood to be confidential, including:

Client Data.
Business plans and strategies.
Technical documentation, network diagrams, system configurations, and architecture information.
Security assessments, monitoring data, incident reports, vulnerability information, and related analyses.
Pricing, Quotes, Statements of Work, and contract terms.
Credentials, authentication information, and system access details.
Get IT Right Materials, methods, tools, processes, scripts, and internal procedures.

Confidential Information does not include information that:

Becomes publicly available through no breach by the Receiving Party.
Was already in the Receiving Party’s possession without duty of confidentiality.
Is independently developed by the Receiving Party without use of the Confidential Information.
Is lawfully obtained from a third party without restrictions.

15.2 Obligations

The Receiving Party will:

Use Confidential Information solely as necessary to perform or receive the Services.
Restrict access to personnel and contractors with a legitimate need to know who are bound by confidentiality obligations.
Exercise reasonable care, consistent with industry standards for managed service providers, to prevent unauthorized use or disclosure.
Protect credentials and system access information using commercially reasonable security measures.

The client will not attempt to reverse engineer, analyze, or disclose Get IT Right Materials or internal processes.

15.3 Legal Disclosure

If the Receiving Party is required by law, regulation, subpoena, court order, law enforcement request, insurance carrier request, or regulatory authority to disclose Confidential Information, it may do so, provided that (where legally permitted) it gives prompt notice to the Disclosing Party to allow the Disclosing Party to seek protective measures.

The Receiving Party may also disclose Confidential Information to its legal counsel, insurers, auditors, and professional advisors under customary confidentiality obligations.

15.4 Return or Destruction

Upon request or upon termination, each party will return or destroy the other’s Confidential Information, except that:

Backup copies, archival systems, or automated retention mechanisms may retain Confidential Information, provided it remains protected.
Operational logs, ticketing records, security monitoring data, and documentation retained for compliance, forensic, or legal purposes may be maintained.
Copies may be retained as required by law, regulation, insurance obligations, or professional standards.

Retention under this subsection does not constitute a breach of this Agreement.

16. NON-SOLICITATION OF EMPLOYEES

During the Term of this Agreement and for twelve (12) months thereafter, you will not, without our prior written consent, directly or indirectly solicit, recruit, hire, or engage (as an employee, contractor, or consultant) any individual who is or was employed or engaged by Get IT Right and who directly participated in delivering the Services to you.

For purposes of this Section, “indirectly” includes actions taken through third parties acting on your behalf, or targeted communications intended to encourage specific Get IT Right personnel to leave their employment. This restriction does not apply to individuals who respond to general, non-targeted employment advertisements or job postings that are not specifically directed at GetIT Right personnel.

If you breach this Section, you agree to pay liquidated damages equal to the greater of:

Twenty-five thousand dollars (US $25,000), or
Fifty percent (50%) of the individual’s total annualized compensation (including base salary and expected incentives) as of the date of their separation from Get IT Right.

The parties agree that these liquidated damages are a reasonable estimate of the actual costs and losses that Get IT Right will incur—including recruitment, onboarding, training, knowledge transfer, disruption to service delivery, and loss of specialized expertise—and that such amounts are intended as compensation, not as a penalty.

If any portion of this Section is held unenforceable under applicable law, the parties agree that it will be enforced to the maximum extent permitted, and the remainder of the Section will remain in full force.

17. ARBITRATION

Except as expressly provided below, any dispute, claim, or controversy arising out of or relating to this Agreement, any Service Document, or the Services (including the interpretation, validity, scope, or enforceability of this arbitration provision) shall be resolved exclusively by binding arbitration.

Arbitration shall be administered by the American Arbitration Association (“AAA”) in Orange County, California before a single arbitrator under the AAA Commercial Arbitration Rules, unless the parties agree in writing to a different arbitration provider.

The Federal Arbitration Act (“FAA”) governs the interpretation and enforcement of this Section. The arbitrator shall have authority to award only those forms of relief permitted under this Agreement and consistent with the limitations of liability set forth herein. The arbitrator shall not have authority to award punitive or exemplary damages except to the extent such limitation is prohibited by law.

Either party may seek temporary, preliminary, or permanent injunctive relief or other equitable remedies in a court of competent jurisdiction, including (but not limited to) actions to protect intellectual property rights, confidentiality obligations, non-solicitation obligations, or to prevent unauthorized access or misuse of systems or data. Seeking such relief will not waive arbitration.

To the fullest extent permitted by law, disputes must be brought by the parties in their individual capacities, and not as a plaintiff or class member in any purported class, collective, representative, or mass action. The arbitrator shall not consolidate claims or preside over any form of class or representative proceeding.

Each party will bear its own attorneys’ fees and costs in arbitration, except to the extent the arbitrator awards fees or costs in accordance with applicable law or this Agreement.

If any portion of this Section is found unenforceable, it shall be severed, and the remainder shall be enforced to the fullest extent permitted by law.

18. INDEMNIFICACTION

18.1 Client Indemnity

You agree to indemnify, defend, and hold harmless Get IT Right and its officers, directors, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

Your misuse of the Services or failure to follow our instructions or recommendations.
Your violation of applicable law or third-party rights.
Your failure to maintain reasonable administrative, technical, and physical safeguards or to implement recommended security measures.
Any instructions, actions, or omissions of your employees, agents, contractors, or representatives.
Errors, misconfigurations, or unauthorized changes made in your Environment.
Failures, actions, or omissions of third-party vendors, carriers, or service providers selected by you.
Use of unsupported, end-of-life, or unlicensed hardware or software.
Data breaches, security incidents, or unauthorized access not caused solely by our gross negligence or willful misconduct.
Your breach of confidentiality obligations or your disclosure of credentials or access information.
Your breach of third-party license terms or service agreements.
Claims arising from any content, data, or instructions you provide.

This indemnity survives termination of this Agreement.

18.2 Get IT Right Indemnity

Get IT Right will indemnify, defend, and hold you harmless from third-party claims to the extent such claims arise directly and solely from our gross negligence or willful misconduct in performing the Services.

This indemnity:

Applies only to third-party claims (not your own direct damages).
Is subject to all limitations, exclusions, caps, and disclaimers in Section 12 (Limitation of Liability).
Represents your sole and exclusive indemnification remedy against Get IT Right.

18.3 Indemnification Procedures

The party seeking indemnification must:

Provide prompt written notice of the claim (delay does not relieve obligations unless it materially prejudices the defending party).
Allow the indemnifying party to control the defense and settlement of the claim.
Cooperate reasonably in the defense at the indemnifying party’s expense.

The indemnifying party may not settle any claim that imposes non-monetary obligations or admissions of fault on the indemnified party without the indemnified party’s prior written consent (not to be unreasonably withheld).

19. NOTICES

All notices required or permitted under this Agreement must be in writing and delivered by one of the following methods:

Personal delivery.
Certified or registered mail (return receipt requested);
Nationally recognized courier service; or
Email, provided the sender does not receive an error or bounce-back notification.

Notices to Get IT Right shall be sent to:

Get IT Right Solutions, Inc.
5 Upper Newport Plaza, Suite 210
Newport Beach, CA 92660
Email: solutions@getirightit.com (or any updated notice address we designate in writing or on our website).

Notices to you will be sent to the physical address or email address listed in the applicable Quote or any updated contact information you provide. You are responsible for keeping your contact information current, and notices sent to your last provided address will be deemed effective.

Notices are deemed effective:

Upon delivery, for personal delivery.
Three (3) business days after mailing, for certified or registered mail.
One (1) business day after deposit with a courier service.
When sent by email, unless the sender receives a delivery failure message.

Operational communications—including service advisories, security alerts, incident notifications, and routine account messages—may be provided by email or through our ticketing system and do not require formal notice under this Section.

20. COLLECTIONS

If your account becomes delinquent, or if any payment is reversed, declined, or charged back, we may suspend the Services until your account is brought current. Amounts not paid when due may accrue late fees or interest as described in Section 7.

If your account is referred to an attorney or collection agency for recovery, you agree to pay all reasonable costs of collection, including attorneys’ fees (whether incurred before or after the filing of a lawsuit), court costs, collection agency fees, and any chargeback or reversal fees imposed by payment processors, in addition to all outstanding amounts owed.

You remain responsible for all non-cancelable third-party fees, licensing charges, equipment financing obligations, or subscription commitments associated with your account, even if Servicesre suspended or terminated due to nonpayment.

21. FORCE MAJEURE

Neither party will be liable for any failure or delay in performance (other than payment obligations) to the extent caused by events beyond its reasonable control, including but not limited to:

Acts of God, natural disasters, or extreme weather.
Fire, flood, or other catastrophe.
War, terrorism, civil unrest, or riots.
Labor disputes, strikes, or workforce shortages.
Governmental actions, orders, or regulations.
Widespread internet, utility, or telecommunications outages.
Supply chain interruptions or shortages.
Widespread malware outbreaks, zero-day vulnerabilities, or global cybersecurity incidents.
Failures or outages affecting upstream service providers, carriers, cloud platforms, or third-party vendors not within the party’s control.

Performance will be excused for the duration of the force majeure event, provided the affected party uses commercially reasonable efforts to resume performance. No service credits, refunds, or penalties will apply for delays or failures caused by a force majeure event.

If a force majeure event materially impairs our ability to provide the Services, we may modify or temporarily suspend affected Services without liability. If your actions or inactions prevent or delay our recovery efforts, the delay will not count against our performance obligations.

22. ASSIGNMENT

You may not assign, delegate, or transfer this Agreement, any Quote, or any rights or obligations hereunder, whether voluntarily, involuntarily, by operation of law, or otherwise, without our prior written consent. Any attempted assignment in violation of this section is null, void, and of no effect.

For clarity, you may not assign this Agreement or any Quote to another managed service provider or IT vendor under any circumstances without our express written consent.

We may assign or transfer this Agreement, in whole or in part, without your consent:

To any affiliate or subsidiary.
In connection with a merger, acquisition, corporate reorganization, or sale of substantially all of our assets; or
As otherwise permitted by law.

Any permitted successor or assignee will assume the rights and obligations under this Agreement. This Agreement is binding upon, and inures to the benefit of, the parties and their permitted successors and assigns.

If you undergo a change of control (including merger, acquisition, or sale of your business), we may require written notice and may elect, in our discretion, whether to continue providing the Services under the existing terms.

23. AMENDMENT; WAIVER

This Agreement may be amended or modified only by a written document signed (physically or electronically) by authorized representatives of both parties. Operational documents referenced in this Agreement—including Service Guides, policies, procedures, and technical standards—may be updated by Get IT Right from time to time, and such updates will become effective upon notice to you unless a Quote expressly states otherwise.

No waiver of any breach or default will be effective unless in writing and signed by the party granting the waiver. A waiver of any particular breach or default does not constitute a waiver of any other or subsequent breach or default, nor will any delay or failure to exercise a right operate as a waiver of that right.

You acknowledge that you are not relying on any representations, promises, or statements made by Get IT Right or its personnel that are not expressly set forth in this Agreement or in an applicable Quote or Service Document.

24. GOVERNING LAW; VENUE

This Agreement, and any dispute arising out of or relating to it, will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles. The Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions in Section 16.

Subject to Section 16 (Arbitration), the parties agree that the exclusive jurisdiction and venue for any permitted court action—including actions seeking injunctive relief, provisional remedies, or enforcement of arbitration awards—shall be the state and federal courts located in Orange County, California. Each party consents to the personal jurisdiction of such courts and waives any objection to venue, including arguments based on forum non conveniens.

25. SEVERABILITY

If any provision of this Agreement or any Service Document is held invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions will continue in full force and effect.

If the invalid portion cannot be enforced as written, it will be modified or, if necessary, severed to the minimum extent required to make it enforceable while preserving, as closely as possible, the parties’ original intent.

The invalidity of any provision with respect to a particular Quote or Service Document will notaffect the validity of the Agreement as a whole or any other Quotes or Service Documents. The parties agree that the severed or modified provision will not require a formal amendment to this Agreement unless expressly stated by Get IT Right.

26. ENTIRE AGREEMENT

This Agreement, together with all applicable and accepted Quotes, Statements of Work, Service Orders, Service Guides, and any other documents expressly incorporated by reference (collectively, the “Service Documents”), constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous proposals, discussions, representations, understandings, and communications, whether written or oral.

Each Quote or Service Document applies only to the specific Services described therein and does not modify or expand the scope of any other engagement unless expressly stated. No terms contained in any purchase order, invoice, vendor form, or other document provided by you will modify or supplement this Agreement, and any such terms are hereby rejected.

Each party acknowledges that it is entering into this Agreement without reliance on any statements, promises, or representations not expressly set forth in this Agreement or the

applicable Service Documents. Electronic signatures and acceptances shall have the same forceand effect as original signatures.

27. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement and all Service Documents, including Quotes, Statements of Work, Service Orders, amendments, and other documents requiring signature, may be executed in one or more counterparts, each of which will be deemed an original, and all of which together will constitute a single agreement.

Signatures delivered electronically—including through e-signature platforms, scanned signatures, typed signatures, email confirmations, portal acceptances, or other forms of electronic acknowledgment—are deemed original, valid, and binding for all purposes. The parties agree that electronic signatures and electronic records satisfy any requirement for a signed writing under applicable law, including the E-SIGN Act and the California Uniform Electronic Transactions Act(UETA).

28. ACCEPTANCE

By signing or electronically accepting a Quote, Statement of Work, Service Order, or other Service Document; approving a proposal; authorizing us to begin work; providing access or credentials; paying an invoice associated with the Services; or continuing to use the Services after receiving this Agreement or any Service Document that incorporates it, you acknowledge that you have read, understood, and agree to be bound by this Master Services Agreement and the applicable Service Documents.

Your acceptance applies to each Service Document you approve and to any renewal of Managed Services under Section 9 unless timely notice of non-renewal is provided. No separate signature on this Agreement is required for it to become binding.