Master Services Agreement

Terms and Conditions

These Terms govern all products and services provided under any signed or executed Master Services Agreement.

These Terms and Conditions ("Terms") govern all products and services provided by Strategic Micro Systems, LLC ("Strategic," "We," "Us," or "Our") under any signed or executed Master Services Agreement ("MSA"), proposal, or service order. These Terms apply to the following products and services under Strategic's brand lineup and referenced in your MSA, including the following:

For Data Center or Co-Location Hosting, see the following link for the Terms and Conditions that govern those services: http://www.stmicro.net/dc-terms

Section 1. Formation of Contract

By executing an MSA with Strategic, and/or by using the service, and/or paying any related invoice, you ("Client," "You," or "Your") agree to be bound by these Terms and any incorporated MSA, Proposal, or other order. In the event of a conflict between the MSA and these Terms, these Terms shall prevail. By physically or electronically signing any proposal, the Client represents and warrants that the individual executing the document is at least eighteen (18) years of age and has full legal authority to bind the Client and its organization to this Agreement and these Terms. The Client acknowledges that Strategic is entitled to rely on such representation of authority. The validity and enforceability of this Agreement shall not be affected by any subsequent change in the Client's personnel, including the resignation, termination, or replacement of the individual who executed the Agreement. The obligations of the Client, as an organization, shall remain binding and in full force throughout the Term of this Agreement and any renewals thereof.

Section 2. Scope of Services

Strategic provides Managed IT Support, Cloud Services, Cybersecurity Services, and Voice over IP (VOIP) solutions through its branded programs, including ManageIT®, AssureIT™, AzureIT®, DataVAULT, and TelAssure®. Strategic also delivers third-party services through Microsoft, either as stand-alone offerings or in conjunction with these programs. The details of these services are included in your executed MSA.

Section 2a. Hardware Procurement

Throughout the term of any Agreement or MSA with Strategic, Client may require additional hardware, software, licenses, support renewals, or other IT-related products or services not included within the scope of their MSA. On either (a) request from client or (b) recommendation by Strategic, we will procure any such products on behalf of the Client on request by the client by way of a formal proposal or estimate which client shall authorize either by signature, written e-mail confirmation, or verbal confirmation. Payment terms for any hardware procurement performed by Strategic shall be governed by the proposal provided at time of request. Any additional hardware or software added to the Client's network may result in additional monthly charges for support, particularly for items that are added but not replacing or upgrading existing devices. All new PCs and laptops purchased through Strategic will incur a setup fee, which will be added to the PC/laptop invoice. This fee covers delivery, bench preparation, testing, installation of customized applications, and end-user setup. For systems purchased outside of Strategic, a $195 device setup fee will apply for preparation, testing, installation of customized applications, and end-user setup, in addition to shipping charges for delivery to the Client's end user. If Client-supplied PCs, laptops, or networking devices do not meet the minimum specifications for installation on the network, and changes need to occur in order to make the devices compliant or compatible, an additional charge of $245 per hour shall apply. Charges for the installation, configuration, integration, migration, setup, and delivery of servers, networking equipment, printers, WiFi devices, routers, firewalls, and all other hardware, regardless of whether purchased through Strategic, will be quoted at the time of purchase. These charges may be based on either a flat rate or an hourly rate of $245 per hour per technician. Delivery is not included in any hardware procurement unless specifically outlined on the proposal. The Client may either provide a shipping account or label, or request on-site installation, which may be billable.

Section 3. Term of Service

Each agreement begins on either (a) the Effective Date of the MSA or Proposal, (b) the "Go-Live Date" specified in the MSA or Proposal, or (c) another mutually agreed-upon date via written or e-mail communication.

Unless otherwise stated, the agreement term continues for the period specified and automatically renews for successive terms of equal length unless either party provides written notice of non-renewal at least sixty (60) or ninety (90) days before expiration (as applicable in the MSA).

New or additional services added mid-term will be coterminous with the existing term.

Billing for certain services may commence when those services become active or when Strategic activates or provisions associated third-party licenses or subscriptions, including (but not limited to) Microsoft Azure, Microsoft 365, TelAssure, or other vendor platforms, regardless of the Client's internal deployment timeline.

Section 4. Monthly Minimum Commitment Level (MMCL)

The Monthly Minimum Commitment Level (MMCL) represents the minimum monthly charge for services provided under the MSA. The MMCL ensures consistent service availability and resource allocation by Strategic, regardless of variations in device count or service usage.

The Client will be billed monthly based on the MMCL, plus any additional devices, users, or services not included in the "Included Services" section of the MSA. The MMCL constitutes the minimum monthly fee and will remain in effect even if the Client's active device or service count falls below the number specified in the MSA. Any new devices, users, or services added after the Effective Date of this Agreement will be billed in addition to the MMCL at the rates specified in the applicable pricing schedule or proposal.

Section 5. Billing and Payment

Recurring charges are billed in advance; usage-based and one-time charges are billed in arrears.

Payment is due within 30 days of invoice. Late payments accrue 1.5% per month or the maximum allowed by law.

Accounts 60 days past due may be suspended; 90 days past due may be terminated.

A $95 per extension restoration fee may apply for TelAssure reinstatements. Suspension or termination for non-payment does not release Client from outstanding obligations.

Section 6. Non-Payment and Data Deletion Policy

If Client fails to pay any undisputed invoice and the account remains unpaid for ninety (90) days, Strategic may terminate all services without further notice.

Upon termination for non-payment:

Strategic reserves the right to pursue collection and enforcement of this amount through court proceedings, and Client agrees to pay all reasonable attorney's fees and costs incurred in such collection efforts.

This clause survives termination of the Agreement.

Section 7. Credit Card Authorization

By providing a valid payment method, Client authorizes Strategic to charge all recurring and variable fees, including taxes and overages. This includes automatically debiting Client's bank account via ACH, E-check, or their Credit Card provided for payment of invoices related to their Master Service Agreement ("MSA"). Payments will be debited on or about the due date indicated on the invoice. Client authorizes Strategic to initiate recurring debit charges for MSA-related invoices, with the amount varying based on any additions or deletions to services, applicable taxes, or the specific billing date. This includes any cancellation, transfer, or early termination fees (ETF) as applicable. This authorization will remain in effect until canceled by Client in writing, with notice given at least 15 days prior to the next billing date. For E-check/ACH payments, funds may be withdrawn immediately on or around the due date. If an attempt to debit or charge the provided account is declined, Strategic may attempt to process the payment again within 5 days and charge an additional $50 for each NSF (Non-Sufficient Funds) transaction. This charge will be processed separately from the original payment. The inability to debit the provided account or charge card does not relieve Client from payment obligations under this Agreement, including any interest that may accrue. Strategic is not responsible for card issuer declines.

Section 8. Taxes

All rates and fees exclude applicable sales tax, use tax, regulatory surcharges, and access fees, which will be billed as required by law.

Section 9. Billing Disputes

Client must notify Strategic within 30 days of any disputed charge, specifying the reason and disputed amount. Undisputed portions must still be paid by the due date. Verified overpayments will be credited or refunded at contract end.

Section 10. Early Termination

Client acknowledges that the MMCL is a discounted amount provided in exchange for a term commitment, and the monthly fee does not necessarily reflect the actual cost of the services provided. Specifically, Strategic has made significant investments on behalf of the Client, including commitments to employees and third-party services, some of which may require multi-year obligations, and the monthly fee does not necessarily reflect the actual dollar cost of the support services provided in any given month. It is therefore understood that if the Client terminates this Agreement prior to the expiration of the then-current term for any reason, Client shall pay an Early Termination Fee (ETF) equal to the MMCL multiplied by the number of months remaining in the current term. The ETF is a reasonable estimate of the damage Strategic would incur due to early termination and is not a penalty. ETF is due immediately upon termination and must be paid within 30 days. Failure to pay within this period constitutes a material breach, and Strategic may pursue all legal remedies, including costs and attorney's fees. This ETF provision survives termination of the Agreement.

Section 11. Discounts and Promotions

Your Master Services Agreement (MSA) may include a discount applied to the Monthly Minimum Commitment Level (MMCL). Such discounts may be categorized as promotional, bundle, or courtesy discounts. Bundle discounts may be provided when multiple Strategic services are utilized together, including but not limited to Backup Licensing, Cybersecurity Licensing, and/or Microsoft Licensing. For Microsoft-related discounts, eligibility is based on the Client maintaining active Microsoft 365 and/or Microsoft Azure subscriptions through Strategic. These discounts shall remain in effect only while all Microsoft licensing is maintained exclusively through Strategic. If the Client terminates or transfers its Microsoft 365 and/or Microsoft Azure licensing — whether by engaging another Microsoft Partner or purchasing directly from Microsoft — the related discount(s) will be removed, and all services will automatically revert to standard, non-discounted pricing for the remainder of the Agreement term.

Section 12. Additional Services

Client may add licenses, devices, or features at any time. Added services are billed at prevailing rates and automatically covered under these Terms.

Section 13. Microsoft Licensing and Management

All Microsoft 365 and Azure subscriptions are governed by the Microsoft Services Agreement found at https://www.microsoft.com/en-us/servicesagreement. Additionally, Microsoft Azure Services are also governed by the document located at https://azure.microsoft.com/en-us/support/legal. Strategic must remain Broker of Record with Microsoft and hold administrative access to the tenant to provide support.

All discounts offered by Strategic are contingent upon the client maintaining all Microsoft licensing through Strategic. If the client transitions to another Microsoft Partner or opts to purchase licensing directly from Microsoft, any associated service-level discounts will be revoked, and the MSA will be updated to reflect the standard, non-discounted rates.

Section 14. Support Hours and Requests

Normal Business Hours (NBH): Monday-Friday, 8:30 AM - 5:30 PM EST
Extended E-Support: 6:00 AM - 11:00 PM EST, 7 days/week

Requests must be submitted via support@stmicro.net or 973-335-8800 (Support or Emergency options). Text messages to employees are not valid support requests. Strategic makes commercially reasonable efforts to respond rapidly but does not guarantee resolution times.

Section 15. Hardware Procurement and Setup

Hardware or software purchased through Strategic will be quoted separately. Setup fees apply to new systems for imaging, deployment, and testing. Client-supplied hardware must meet Strategic's standards or may incur setup or remediation charges.

Section 16. Loaner Equipment

Loaners may be provided for up to 30 days at no charge; thereafter, daily rental fees of $35 per device apply. Loaners remain property of Strategic and must be returned upon request or contract termination.

In the event a loaner is not returned within 60 days of request for return, a charge of $100 per computer, $1,500 per laptop, or $2,000 per firewall or router shall apply and client shall be obligated to purchase the loaner equipment.

Section 17. Client Responsibilities

Client retains operational control of its network but must follow Strategic's security and configuration recommendations if we provide support under the MSA. Unauthorized changes to any systems we support that cause system instability may result in billable remediation at a rate of $245 p/hr. Additionally all relocation services shall require at least 60 day notice and services related to relocation shall be charged at $245 p/hr.

Section 18. Confidentiality and Non-Solicitation

Strategic treats all Client data as confidential. Client agrees not to solicit or hire any Strategic employee during the term and for 60 months thereafter. Breach incurs a $50,000 Employee Replacement Fee per employee.

Section 19. Data Protection

Strategic employs reasonable administrative, technical, and physical safeguards. Client must protect all credentials and monitor for unauthorized access. Strategic is not responsible for losses resulting from Client negligence, third-party breaches, or fraudulent use.

Section 20. Hardware as a Service (HaaS) - TelAssure

All TelAssure hardware remains property of Strategic. Client must return hardware within 30 days of cancellation or pay replacement value. Strategic will replace defective hardware at no charge during the active term.

Section 21. Service Cancellations

Either party may terminate for material breach if uncured within 30 days after written notice. If Client terminates for cause due to Strategic's uncured breach, no ETF applies. No refunds or credits are otherwise issued.

Section 22. E911 Limitations (VoIP/TelAssure)

TelAssure VoIP service differs from traditional 911. Users must verbally provide their address during 911 calls. Emergency responders may not see caller ID or physical location. Strategic and its providers are not liable for routing errors, outages, or inability to connect to emergency services. Client must inform all users of these limitations and indemnify Strategic except in cases of gross negligence or willful misconduct.

Section 23. Exclusions

Unless explicitly included, Strategic is not responsible for:

Section 24. Automatic Renewal Disclosure and Acknowledgment (NJ-Compliant)

ALL MASTER SERVICE AGREEMENTS (MSAs) PROVIDED BY STRATEGIC INCLUDE AN AUTOMATIC RENEWAL CLAUSE.

This provision ensures uninterrupted delivery of critical IT and telephony services, which cannot be abruptly terminated without significant operational risk or potential harm to the Client's business continuity. The Initial Term of the Agreement will automatically renew for successive one-year periods (each a "Renewal Term") at the then-current Monthly Minimum Commitment Level (MMCL), unless either party provides written notice of its intent not to renew at least ninety (90) days prior to the expiration of the current term.

By signing the MSA or electronically accepting any proposal referencing these Terms, the Client acknowledges and agrees to this automatic renewal provision. For agreements governed by New Jersey law, Strategic Micro Systems will provide a written or electronic renewal reminder between sixty (60) and thirty (30) days before the renewal date. This notice will specify the upcoming renewal date, any changes to the MMCL (if applicable), and instructions for non-renewal. Continued use of Strategic's services or failure to provide timely written notice of non-renewal shall constitute acceptance of the renewal and all applicable terms for the next Renewal Term.

Section 25. Non-Replication / No Reverse Engineering of Services

Client acknowledges that Strategic's methods, processes, configurations, and service delivery practices (collectively, "Service Methods") are proprietary and confidential. Client agrees that neither it nor its employees, contractors, or IT staff shall, directly or indirectly, attempt to replicate, reverse-engineer, deconstruct, or otherwise reproduce any Service Methods used by Strategic in the performance of services under this Agreement. Client further agrees not to use any knowledge obtained through Strategic's staff or services to develop or provide competing or substitute in-house services that mimic or replace the Services provided by Strategic. Any attempt by Client or its personnel to copy, replicate, circumvent, or independently recreate Provider's Service Methods shall constitute a material breach of this Agreement and Strategic shall be entitled to damages. Client shall ensure that its employees and contractors comply with this restriction and shall be liable for any violations.

Section 26. Additional Terms and Conditions

ALL SERVICES ARE PROVIDED "AS IS." STRATEGIC DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL STRATEGIC'S TOTAL LIABILITY — WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE — EXCEED THE AMOUNT OF ONE (1) MONTH OF THE CLIENT'S CURRENT MMCL. STRATEGIC SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING LOSS OF REVENUE, PROFITS, DATA, OR GOODWILL.

Strategic makes no guarantees or representations, either expressed or implied, regarding the Resolution Time of any issue (general or critical) under the scope of services provided. All services are provided "as-is" and "as available" without warranties of any kind, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.

Strategic will investigate all properly submitted support inquiries received during Normal Business Hours (NBH) and will make commercially reasonable efforts to resolve them. If a critical support request is submitted outside NBH, on weekends, or on a holiday, Strategic may not respond until the next business day. If the primary point of contact is unreachable outside NBH, and such contact is necessary to resolve the issue, Strategic shall not be liable for any delays.

Strategic disclaims any liability for third-party services, including but not limited to those provided by Microsoft®, Datto®, Axcient®, SentinelOne®, Duo®, Huntress, ISPs including but not limited to Optimum, Verizon, Comcast, COX, or other Internet Providers, as well as any services provided by CoLogix. Client acknowledges that Strategic has no control over and assumes no responsibility for third-party service disruptions, failures, defects, delays, or security incidents. Strategic shall not be liable for any resulting damages arising from such third-party issues.

Client expressly agrees that Strategic shall not be liable for any direct, indirect, incidental, consequential, punitive, or special damages, including but not limited to:

In no event shall Strategic's total liability exceed the lesser of one-fourth (1/4) of the MMCL or a maximum of $10,000, regardless of the form of action, whether in contract, tort, negligence, or any other legal theory. Client waives the right to seek any damages beyond this cap. Strategic shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, pandemics, labor disputes, cyberattacks, government actions, natural disasters, or third-party failures. No refunds, credits, or damages shall be provided for disruptions caused by force majeure events.

Section 27. Force Majeure

Strategic is not liable for any delay or failure due to circumstances beyond its reasonable control, including natural disasters, cyberattacks, labor disputes, power or Internet failures, pandemics, or government actions.

Section 28. Dispute Resolution and Arbitration

All disputes shall be resolved exclusively by binding arbitration in Morris County, New Jersey, under the rules of the American Arbitration Association (AAA). The arbitrator must be a New Jersey-licensed attorney. Client waives the right to a jury trial and to participate in any class or collective action. The prevailing party is entitled to recover reasonable attorneys' fees and costs. If any provision is deemed unenforceable, the remainder remains in effect.

Section 29. Governing Law and Jurisdiction

This Agreement is governed by the laws of the State of New Jersey, with exclusive venue in Morris County, NJ. Both parties consent to this jurisdiction.

Section 30. Assignment

Either party may assign this Agreement in connection with a merger, acquisition, or sale of assets. These Terms bind and benefit successors and assigns.

Section 31. Entire Agreement

These Terms, together with any signed MSA, proposal, or statement of work, constitute the entire agreement between the parties and supersede all prior discussions or representations. No modification is valid unless in writing and signed by both parties.

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