MASTER SERVICES AGREEMENT

This Master Service Agreement (“MSA”) is in conjunction with the Terms and Conditions (“Terms”). This MSA does not replace the Terms but incorporates all the provisions and obligations set forth in the Terms. Should any provision of the Terms and this MSA conflict, the MSA shall take precedence. i3 Business Solutions, LLC provides the Services described below to the standards stated in the Terms. The Terms and Conditions with its provisions and obligations incorporated into this

This MSA dated as shown on the respective quote or proposal (“MSA Effective Date”) supplements the Terms by and between i3 Business Solutions, LLC (“we” or “us”) and you named on the respective quote or proposal (“you” or “your”). This MSA consists of the additional terms below, the signature page, and any unique attachments to this MSA.

Requested Services will be provided and limited as indicated in any accepted quote or proposal, or Statement of Work (“SOW”). Each such quote, proposal or SOW shall always be issued pursuant to, and subject to the terms of this MSA. Optional sections are considered declined if not specifically accepted. Further service offerings may only be secured via subsequent SOW’s.

Most of the Requested Service Offerings are based on the NIST (National Institute of Standards and Technology) as architected in Center for Internet Security (CIS) framework. However, Requested Services offered or contracted alone will not achieve compliance with NIST or CIS and you should review the National Standard at Cybersecurity | NIST to review the broader requirements. We do not provide any National Standard/Law/Regulation compliance services and Requested Services offered are limited to those selected below or as agreed in subsequent SOW’s.

Capitalized terms used herein, unless otherwise defined, will have the meanings given to them in the MSA.

1.0 Service Offerings. Requested Services will be provided directly by us as selected or as indicated in the SOW, Proposal, or Quote. Items Not selected have been OPTED OUT by YOU.

We offer Reliability R3 Product & Services as follows:

(1) Total Care Service (TCS),

(2) Directed Care Service (DCS),

(3) Secure & Maintain Service (SMS),

(4) Continuity Service (Continuity), and

(5) Professional Services Plan (PSP).

Each are defined in the separate SOW, Proposal, or Quote. Additional available services not covered under one of the above billed services shall be separately billed as T&M or Project:

Unless the Professional Services Plan (PSP) is specifically selected, certain services will not be performed implicitly as a part of this agreement or any SOW, Proposal, or Quote. However, at your request or in exceptional circumstances where such services become necessary to keep the system running, after getting permission from you, we will perform these services as Additional Services on a Time & Material billable basis and will be compensated for such Additional Services. We will perform Additional Services on a regular basis only after you agree to such a change through written or verbal notice.

• Any “on demand” work outside the normal course of operations and performed beyond scheduled on-site time included in i3 ReliabilITy™ R3 not specifically covered in the SOW.
• Services performed at remote locations (including residence) other than official addresses on file.
• Office moves, opening of new locations or expansions into new space, as well as cabling (install of drops, patching, termination, cable cleanup and labeling), and emergency projects.
• Services performed to help integrate new data connections (T1, cable etc), phone connections, new networking equipment or services.
• Parts, equipment or assistance with LOB software or any hardware not covered by vendor / manufacturer warranty, maintenance, or support.
• The cost of any Software Licensing or Renewal, 3rd Party Vendor or Manufacturer Support or Incident Fees of any kind.
• Custom programming or software development (modification or creation of software code), data entry, and application software maintenance, upgrades, configuration, fixes, and PTF installation unless specified in the DCS or TCS service agreement.
• Software consulting and implementation, business process reengineering and consulting.
• The cost of parts, equipment, or shipping charges of any kind except our C3 – Complete Client Care services.
• Audio/Visual (TVs, Projectors) and security systems installations (cameras, PVR units).
• Any costs quoted to bring your environment up to the minimum standards required for Services, initially.
• Failure due to acts of God, building modifications, power failures or other adverse environmental conditions or factors.
• Service and repair made necessary by the alteration or modification of equipment/network or introduction of other devices in network, such as copiers, pbx, security cameras etc. that are not authorized by us, including alterations, software installations or modifications of equipment made by your employees or anyone other than us.
• Training Services not related to standard support.
• Renewals and maintenance of client owned subscriptions or registrations - examples may include: domain name registration, software subscriptions or maintenance, SSL certificate renewals, SaaS (cloud) software subscriptions.

It is agreed that any and all Requested Services CALLED FOR by you that fall outside of the terms of this MSA, and any related SOW will be considered Projects, and will be quoted and billed as separate, individual Requested Services in subsequent SOW’s. You will CONFIRM THE EXISTENCE of all software and hardware support on all of your systems via the manufacturer or software provider to facilitate on-site repair and/or telephone support as needed to maintain proper system function.

We grant you a non-exclusive, royalty free license in any of our existing software tools which we install on your systems pursuant to any SOW, proposal, or quote.  Our existing (not developed by us for you) software tools shall be removed from your system(s) at the termination of this Agreement. Further, we grant you a non-exclusive, royalty free, irrevocable, and perpetual license in all software tools developed by us under any SOW, proposal, or quote.

2.0 Advice; Instructions. From time to time, we may provide you with specific advice and directions related to our provision of the Requested Services or the maintenance or administration of the System. Should these services be declined, you hereby acknowledge that this is against our advice, and you agree to hold us harmless from any business interruption, data loss, system recovery costs, or other adverse consequences due to your decision. If your failure to follow or implement our advice renders part or all of the Requested Services economically or technically unreasonable to provide in our discretion, then we may terminate the applicable SOW for cause by providing notice of termination to you.

2.1 Response. We warrant and represent that we will provide the Requested Services, and respond to any notification received by us of any error, outage, alarm or alert pertaining to the System, in the manner defined in the applicable MSA or subsequent SOW except for (i) periods of delay caused by Client Downtime (defined below), Vendor-Side Downtime (defined below) or (ii) periods in which we are required to suspend the Services to protect the security or integrity of Client System or our equipment or network, or (iii) delays caused by a force majeure event.

2.2 ClientDowntime. We will not be responsible under any circumstances for any delays or deficiencies in the provision of, or access to, the Requested Services to the extent that such delays or deficiencies are caused by your actions or omissions (“Client Downtime”).

2.3 Vendor-Side Downtime. We will not be responsible under any circumstances for any delays or deficiencies in the provision of, or access to, the Requested Services to the extent that such delays or deficiencies are caused by third-party service providers, third-party licensors, or “upstream” service or product vendors.

You and us expressly agree that this paragraph is intended to be as broad as permitted by the laws of the State of Michigan and that this paragraph shall be governed by and interpreted in accordance with the laws of the State of Michigan.

3.0 Availability & Hours of Operation

4.0 Priority Levels for Support

**Hours are defined as Normal Business Hours and any escalation outside of this time frame would be considered emergency after-hours billing

5.0 Billing. You have the option of billing by credit card or automatic withdrawal from checking at the beginning of each month. Credit card processing fees of 4% apply.

Taxes – You are responsible for all local, state, or federal sales, use, value-added or other taxes based on work or Requested Services provided under this Agreement. You will pay all such taxes as may be imposed upon us or you, except income withholding taxes imposed on us. You are liable for any new or altered taxes, duties or charges imposed after the Commencement Date in respect of the supply of products or Requested Services.

Fees - Monthly charges as listed in accepted and approved quotation will be invoiced via email in advance on or around the Twenty third (23^rd) day of the prior month with payment cue via bank EFT-ACH draft within fifteen (15) days of invoice or on the first business day of the month due.

The first month’s billing will be prorated for the current month and inclusive of the next month to bring payment current. All subsequent billings will be for one (1) month. Set up charges as listed in approved quotation will be invoiced immediately upon approval of quotation and separately.

Discretionary Fee Increases - The monthly fee for this Agreement is based on many factors including but not limited to total users supported, total devices supported, tools required, and total hours of support. As these variables increase or change in size and scope, there will be a commensurate increase in time, materials, and labor and therefore an increase in the monthly fee. This Agreement may be reviewed periodically in order to determine whether to increase or decrease the amount due based upon increased or decreased number of users, devices, services, or support demand. Such an increase or decrease will be reflected in subsequent monthly invoices, annually in January or July, or reviewed as part of the Strategic Business Review (SBR).

Automatic Fee Increases – All SOW’s have an automatic 3% price increase yearly and we reserve the right to revise fees at any time. Out of scope services will be billed at the applicable rate for the type of work requested at the appropriate ReliabilITy R3 level plus the appropriate trip charge. All trip time required for one direction travel plus round-trip mileage is defined specifically to you in each SOW, Proposal, or Quote. The On-Site and Remote Pricing Rate list is updated annually and available on demand.

Regular Consulting/Project Hours. Regular Consulting/Project Hours shall consist of any time we work for you during regular business hours exclusive of Trip Charge to your site. Regular business hours are defined as 7:00 am to 6:00 pm Monday through Friday, excluding national and holidays that we recognize.

Emergency, Weekend and Holiday Consulting/Project Hours. Extended Consulting/Project Hours shall consist of any hours worked by us outside regular business hours. Trip Charge to your site are applicable as well.

Other Services. All delivery, training or consulting services will be billed at our published rates for each respective activity unless overridden by a specific Statement of Work (approved Quote). Follow this link for our most current standard rates https://www.i3businesssolutions.com/servicefees/ .

Restocking. We will charge you a minimum 25% restocking fee with original packaging for hardware returned withing 30 days of purchase and no returns thereafter.  Software cannot be returned once ordered. It’s specific to products (hardware/software/misc.).

Reliability Service Plan Selection - We shall perform the applicable subset of Services as in Service Plan descriptions as accepted and approved by you in the accepted proposal.

Third-Party Providers - Billing will be inclusive of Third-Party Charges incurred in the provision of the services. You will be notified by us with 30-day advanced notice of price changes by the Third-Party Providers and the invoicing will be modified to reflect the change.

Note: If the 3^rd Party Provider T & C’s require that the payment for the services exceeds beyond the termination of this MSA or any related SOW then you are obligated for the fully payment. Such obligations will be identified in the Provider list and/or SOW.

6.0 Payment Terms. Payment of the total purchase price for equipment & services shown on any SOW, proposal, or quote shall be made by one of the following methods:

• Cash or check upon execution of the SOW, proposal, or quote.
• 100% of hardware/software price plus 50% of all services listed on the SOW, proposal, or quote. The balance of the total purchase price shall be paid upon delivery of all equipment (hardware, software, maintenance, services) to your premises.
• Execution of an acceptable lease agreement within five (5) days of the execution of any SOW, proposal, or quote.

7.0 Service Billing Modifications. Taxes, shipping, handling, and other fees may apply.  We reserve the right to cancel orders or revise pricing arising from pricing or other errors.

With the current state of technology supply chain fluctuations, pricing, and availability of your order may change from day to day. Pricing and availability of anything quoted in a SOW or proposal or quote may be adjusted by us based upon a review of pricing and availability at the time of your order delivery. Pricing and availability are updated from our distribution vendors often. We do our best to provide accurate and up to date information on your quote, which is why we may shorten our normal 30-day quote approval window. SOW’s or proposals or quotes may expire after 24 hours on items that are known to have limited pricing or availability. We may also re-quote the SOW or proposal or quote to provide accurate pricing at the time of your delivery and approval.

8.0 Best Practice Alignment, Recommendations, and Expectations. We will support your organization and technology “as is”.   Per our onsite technology review of alignment to our Risk, Security & Productivity Best Practices provided to you and filed in our Documentation, you understand and agree to the technology improvements and recommendations contained in that assessment. There may be CRITICAL issues and recommended improvements where immediate attention is required.  If our recommendations are not implemented by you, then you shall indemnify and hold us harmless for lack of required action. NON-CRITICAL improvements will be accepted and made in a timely manner not to exceed the balance of the current calendar year or the following year.

9. Hiring. During the term of this Agreement, and for a period of one (1) year thereafter, each party agrees not to hire, solicit, nor attempt to solicit, the services of any employee or subcontractor (or former employee who was an employee of the party in the previous 12 months) without the prior written consent of the other party. Violation of this section shall entitle the non-hiring party to assert liquated damages against the hiring party equal to thirty-five percent (35%) of the solicited employee’s annual compensation.

10.0 Scheduled Equipment/Products Included (Hardware and/or Software). Scheduled Equipment Hardware shall be limited to the hardware under MSP RMM and/or as scheduled described in the approved proposal. We shall provide you with a Supported Equipment/Products IT asset report at the end of the new client onboarding project, on demand, emailed quarterly and at least annually.

It is agreed that the Scheduled Equipment covered under this MSA may change from time to time during the course of the MSA term as your needs dictate and that either new machines are added, or old machines are decommissioned from your network.  The monthly invoice will reflect the total number of in-production Servers and/or Desktops with our Remote Monitoring and Management (RMM) software installed on it. Any systems ADDED must be On-boarded by us by installing the RMM software onto it and any systems REMOVED must be off-boarded by us by uninstalling the RMM software.  These dynamic changes are available in RMM reporting, counts are detailed on the monthly invoice, and you will have the opportunity to dispute the count if you wish to upon reviewing your invoice.  

11.0 Hardware as a Service (HaaS). We will provide you with your inventory of hardware and software to deliver backup and security solutions and services to you via inventory in our ConnectWise PSA software and IT Glue Documentation. This hardware is owned by us.

12.0 Return of Servers, Firewall, Backup Appliances, and Other Hardware. In the event of termination of this MSA or any SOW within ten (10) days after the effective date of termination or expiration of HaaS related Services, you will remove, package and ship, at your expense and in a commercially reasonable manner, all equipment and accessories provided by us that were used in the provision of the Services. If you fail to return all equipment in a timely manner, or if the equipment is returned to us damaged (beyond normal wear and tear), we retain the right to charge you, and you hereby agree to pay the replacement value of all such unreturned or damaged equipment. In some cases, we will provide quotes/options to purchase the equipment as part of the off-boarding options.

13.0 Third Party Providers(s). To enhance the Requested Service Offerings provided by us to you, we may utilize third-party providers for certain services. In addition to us, you MAY BE legally bound to the third-party provider’s Terms and Conditions. The third-party provider link is available at our web site at https://www.i3businesssolutions.com/terms/. You may also be subject to any other agreements and documents presented by the third-party provider that are required to provide the services, each as amended by the third-party provider from time to time.

The links are being provided as a courtesy. You should monitor the links for the 3^rd Party Providers to determine if you have the most current Terms and Conditions.

Third Party Providers may be changed/replaced during the service period. We will update the third-party provider link of the change and advise of the new terms and conditions link for such services.

Third Party Product or Services may include:

• Antivirus software and management of software via Webroot Inc, Microsoft Defender, or SentinelOne Ranger as applicable to your agreement
• Remote Monitoring, Management, and alerting of computers, servers, firewall, and network equipment per your agreement options via ConnectWise RMM, Control, Microsoft Intune & Lighthouse, and SentinelOne
• Toolset management of automated and manual maintenance of computers and servers (including Windows software updates, patch management) via ConnectWise Control
• Backup Services – per agreement via StorageCraft, Veeam, Microsoft Azure, ConnectWise, Datto, or other as applicable
• Drive Encryption via Bitlocker (on applicable devices)
• Email Encryption via Microsoft Office 365
• Phishing Detection via Microsoft Office 365
• DNS filtering service via Cisco Umbrella Filter
• Email Archiving via Office 365 (if implacable to license type)
• SOC (Security Operation Center) Threat detection via ConnectWise SOC
• Breach Detection/Persistent Threat via ConnectWise SOC, SentinelOne EDR toolset
• Ransomware Detection, Mitigation via ConnectWise SOC and SentinelOne EDR toolset
• Endpoint Detection and Response via SentinelOne Ranger and ConnectWise SOC
• Multi-Factor Authentication as applicable via Microsoft Office 365, WatchGuard AuthPoint, Duo
• Vulnerability assessments and remediation via RapidFire Tools Network Detective, ConnectWise Identify, and CIS Toolset
• IAAS via Microsoft Azure
• HaaS - Network/Firewall/Access Points – via WatchGuard, Meraki, SonicWALL, Azure, Lenovo, and i3 procured hardware
• Collaboration Suite via Microsoft Office 365 Suite of products including but not limited to email, Teams, SharePoint, OneDrive
• Documentation via IT Glue
• Service Ticketing via Connectwise Manage ticketing and RMM
• SIEM via ConnectWise Security Incident Event Management
• Dark Web ID domain monitoring via Kaseya ID Agent
• Phish testing and cybersecurity education and training via Kaseya ID Agent BullPhish ID
• Email Protection via Barracuda
• Network monitoring via Auvik – Network monitoring
• Note: The word “via” in the section above indicates a Third-Party Provider.

14.0 Limitation of Liability. Our aggregate liability arising from or out of or relating to Requested Services rendered under this MSA and subsequent SOW’s shall be limited to the fees paid under this MSA and SOW’s for the previous three (3) months from the date the liability arises.

15.0 Term of this MSA. This MSA is effective only upon either electronic or physical execution by us and you. Each party hereto warrants and represents that this MSA, and the Terms and Conditions constitute the legal, valid, and binding obligation of such party as of the MSA Effective Date. The term of MSA shall be for an initial period of 3 years with the option for renewals.  This MSA will, without any further act or formality on the part of either Party, on the expiration of the initial term or any renewal term, be automatically renewed for a further term of 1 year unless either of us gives notice of termination of at least 90 days before the expiration date or any renewal date.

16.0 Early Termination of this MSA or SOW or Order. We may: (a) terminate a specific SOW or Order if you fail to pay any applicable fees due for that SOW or Order within 30 days after receipt of written notice from us of non-payment; and/or (b) terminate this MSA or an Order if you commit any other material breach of this MSA and fail to cure such breach within fifteen (15) days after receipt of written notice from us. If this MSA or a SOW or an Order for Services is terminated, you will promptly pay us for Requested Services rendered, and expenses incurred through the termination date.

You may: (a) terminate a specific SOW or Order if we fail to perform any services due for that SOW or Order within 30 days after receipt of written notice from you; and/or (b) terminate this MSA or an Order if we commit any other material breach of this MSA and fail to cure such breach within fifteen (15) days after receipt of written notice from you.

This MSA cannot be terminated while an active SOW or Order is in the process of actively being worked on by us. Further, some of our Third-Party Vendors including Microsoft have begun to charge annual Licensing Fees. The services and products offered by these third-party vendors may require us to purchase certain "per seat" licenses from these third parties to provide you with these applications (i.e. Microsoft 365, Office 365). As per their requirements, the licenses cannot be canceled once they are purchased and cannot be transferred to any other customer. If we purchase a license for you on an order, then those licenses will require a one (1) year term, or you may be assessed additional monthly fees for purchasing month-to-month licensing instead of committing to the one (1) year term. For that reason, you understand and agree that regardless of the reason for termination of the Services, you are required to pay for all applicable licenses in full for the entire term of those licenses. It is our understanding that once the license is paid in full, you will be permitted to use the applicable applications until the expiration of the license terms, even if you move to a different technology service.

Electronic approval below or online indicates your acceptance of both the Terms and Conditions and MSA and we do the same.