Master Service Agreement

Last Updated On: March 8, 2025

This Master Service Agreement ("MSA", "agreement") is made and entered into by and between (“Client”) and Your PC Magician, LLC, a Virginia Limited Liability Company (“YPM”).

Definitions:

• Computer System: The Equipment, the Software and the Network
• Data: The computer records which are, from time to time, stored on the Computer System
• Network: The voice, data, local area, wide-area and value-added networks
• Services: Any work, duties, or functions performed by YPM for the benefit of Client, which may include, but are not limited to, professional, technical, consulting, administrative, or other types of assistance. Services may be delivered on a project basis, through ongoing support agreements, or as part of managed services, as outlined in a contract or service agreement.

1. Term: This agreement shall commence on the Effective Date and continue for an Initial Period of thirty-six (36) months. This agreement automatically renews for consecutive twelve (12) month periods unless a later agreement/amendment supersedes the contents of this agreement.

A non-breaching party shall have the right to terminate this Agreement for cause upon sixty (60) days written notice to the other if any of the following events occur: a material breach of any term, provision, representation, or warranty of this Agreement that remains uncured thirty (30) days after the non-breaching Party provides written notice; a material breach of any intellectual property or confidentiality obligations; or the breaching Party becomes insolvent or is subject to any proceeding under federal bankruptcy laws or similar creditor protection laws, and such condition continues for ninety (90) days after written notice from the non-breaching party.

In the event of any uncured breach of this Agreement by Client, YPM may, at its sole discretion and without further notice to Customer, take any or all of the following actions: (a) terminate any or all quotes, estimates, scope's of work; (b) suspend the affected Managed Services, licenses, and other products or services licensed under a related software subscription.

YPM may terminate this Agreement for cause by providing written notice to Customer if: (i) Customer fails to pay any amounts due within fifteen (15) days following a Failure to Pay; or (ii) in YPM's reasonable discretion, within thirty (30) days following Customer’s failure to follow YPM's Recommendations, resulting in part or all of the Services becoming economically or technically unreasonable or impracticable to provide.

In the event that this Agreement is terminated, unless this Agreement is terminated by Client pursuant to its permitted termination rights set forth in this Agreement, Client shall pay YPM all service fees payable and/or other expenses reimbursable under this Agreement due through the end of the applicable Term immediately upon submission of a final invoice. This final payment is due upon receipt and not subject to the payment terms described in Paragraph 8 of this Agreement.

2. Scope of Work: YPM will do one or more of the Services listed in exchange for payment from Client:

• Maintenance and/or repair of Computer System(s)
• Procure hardware and services on behalf of Client
• Provide Voice over IP (VoIP) phone service
• Provide data backup and recovery services
• Provide subscription-based service(s), ("INFINITYcare", "INFINITYvoice", "Microsoft Office 365", etc.)
• Other technical and/or consulting Services

Paragraphs 3-7 apply only to clients with subscription-based Services including but not limited to "INFINITYcare", "INFINITYvoice", and "INFINITYbackup":

3. Monthly Services: YPM will use its reasonable efforts to provide the services that the Client requests, including but not limited to, helpdesk support, anti-virus software, automated PC health checks, automated patches and updates, online backup services, voice and data services. In circumstances where a hardware or software incompatibility does not support the aforementioned services, YPM will not provide or support those services.

4. Hourly Services: Client and YPM understand that support may be needed that falls outside the scope of the Monthly Services Component of the Agreement. In the event that Client needs support outside the scope of the Monthly Services Component, Client will need to submit a request to YPM which may be written or otherwise. Any services performed under this provision will be invoiced as Hourly Charges as described in Paragraph 7 of this Agreement. These Hourly Charges are in addition to the Monthly Charges associated with the Monthly Services Component described in Paragraph 3 of this Agreement.

5. Professional Services (Projects): Professional Services may include, but are not limited to, network design and deployment, infrastructure upgrades, cybersecurity assessments, cloud migrations, and other project-based initiatives. Each project will be defined by a separate Statement of Work (SOW) outlining the scope, objectives, deliverables, timelines, and associated costs. YPM will use commercially reasonable efforts to complete projects on time and within budget. Client agrees to provide necessary cooperation, resources, and approvals to facilitate project completion. Any changes to project scope, timelines, or deliverables must be agreed upon in writing and may result in additional costs.

6. Resold Services: YPM partners with many different vendors to resell their products and services. YPM is strictly the reseller of these products and services, and the Client agrees to all terms of the vendor's product or service. Client agrees to any term commitments of the vendor and if YPM is rebilling the client for the product or service, Client agrees to pay YPM for all service fees payable throughout the term agreement.

Example: YPM resells Microsoft 365 licenses through a vendor partner. YPM is the reseller and YPM bills the Client directly for the service. The vendor partner of YPM bills YPM for the service and YPM rebills the Client for the service. By purchasing Microsoft products through YPM, Client is entering into a software/use agreement with Microsoft, NOT YPM. YPM is not responsible for the operation, functionality, features, or usage of the products and is simply a reseller of a product offered by another Vendor, namely Microsoft in this example. Microsoft (and other vendors) may require a term agreement whereas Client agrees to pay for the service for a certain term. Client agrees to pay YPM for these services through the end of the term even if all other services with YPM are discontinued. THIS PROVISION SURVIVES THE TERMINATION OF THIS AGREEMENT IF CLIENT IS WITHIN A TERM AGREEMENT WITH A PRODUCT OR SERVICE THAT YPM HAS RESOLD AND REBILLS TO CLIENT.

7. Invoicing: YPM will invoice Client monthly on the 1st day of each month for all service fees payable and/or other expenses reimbursable under this Agreement. Invoices will include details of the services provided and/or expenses incurred including but not limited to the date of service or expense, a description, number of hours, and charge.

• Invoicing for the Monthly Services described in Paragraph 3 of this agreement will occur on the 1st of the month within which the services will be provided.
• Invoicing for the Hourly Services described in Paragraph 4 of this Agreement will occur after completion of the service event.
• Invoicing for Professional Services (Projects) will occur per the terms of the project proposal or, if not specifically defined, as follows; 50% of the estimated labor and up to 100% of the hardware, product, licensing, etc. will be due upon initiation of the project.
• Invoicing for Resold Services described in Paragraph 6 of this Agreement will occur on the 1st of the month within which the services will be provided, at the interval billed by the vendor, or at a different interval that the client and YPM have agreed to.
• Payment terms for invoices under this Agreement will be NET 30 days from the invoice date.
• Invoices will be sent electronically unless otherwise requested by Client, in writing.

8. Payments: For all services, excluding subscription-based services, payment will be due upon rendering of services. YPM reserves the right to pause the provision of any/all services and/or hold Client’s device(s) until full payment has been received. Client shall submit all payments under this Agreement to YPM via electronic means including online credit card processing system(s), in-person electronic magnetic strip swiping or chip reading device(s) or by mailing check, cash or money order to:

Your PC Magician, LLC
11530 Fair Isle Dr.
Chesterfield, VA 23838

Any invoices not paid within thirty (30) days shall accrue interest at the rate of 1.5% per month (18% per annum). Payments made by Client will be applied first to accrued interest and then to the outstanding balance on Client’s account.

IF INVOICE IS NOT PAID WITHIN 30 DAYS YPM MAY, AT OUR SOLE DISCRETION, PAUSE/CANCEL/DISABLE/HOLD ANY ONGOING SERVICES UNTIL THE ACCOUNT IS MADE CURRENT

9. Refunds: Labor charges are non-refundable. In the event that a part is determined to be incompatible or defective, YPM will reorder the correct part or refund Client.

10. Collection Costs: Client shall reimburse YPM for all reasonable costs, charges, and expenses, including reasonable attorneys' fees, expended or incurred by YPM in the collection of any fees, expenses, or other amounts owing to YPM by Client under this Agreement.

11. Independent Contractor Status: YPM is an independent contractor, not an employee or partner of Client. YPM is solely responsible for all taxes, withholdings, insurance, and any other obligations that may apply to an independent contractor. Within the Scope of Work, Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing.

12. Confidentiality: Any proprietary information disclosed by either the Client or YPM, to either the Client or YPM, shall remain confidential. This will protect both parties in future business relations and ensures the privacy of both the Client and YPM.

13. Choice of Law: The terms and provisions of this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to conflict of law principles.

14. Venue: Any dispute arising under this Agreement shall be in the exclusive jurisdiction of the County of Chesterfield, Virginia and the parties consent to the laying of venue in any such court.

15. Severability: If a court of competent jurisdiction shall, at any time, hold that any provision of this agreement is invalid or unenforceable, all other provisions of this agreement shall nevertheless continue in full force and effect. Such invalidity shall not invalidate the entire agreement.

16. Indemnification: Each party shall defend, indemnify, and hold harmless the other party, its officers, directors, employees, and managers, against all actions suits, claims, losses, liabilities, and demands whatsoever, including costs, expenses, and attorneys' fees, resulting from or claimed to have resulted from any intentional or negligent acts or omissions of the indemnifying party or its employees, agents, or independent contractors engaged in the services under this Agreement at the time of the event or occurrence upon which such actions, claims, or demands are based. The provisions of this Paragraph will survive termination of this Agreement. Each party shall promptly notify the other of any claim asserted against it for which such indemnification is sought.

17. Force Majeure: YPM shall not be responsible for any delay or failure (including any delay by YPM or support technicians in furnishing services) if such delay or failure arises out of causes beyond its control, including but not limited to natural disaster, failure of utilities, communications or computer systems, other acts of God or acts or omissions of subcontractors or third parties.

18. Assignment: The rights and obligations of each party under this Agreement may not be assigned without the prior written consent of the other party.

19. Entire Agreement: This Agreement shall constitute the entire understanding between YPM and Client and shall supersede all prior agreements, understandings, or representations concerning the subject matter of this Agreement. This Agreement, including any addendum hereto, may be amended at anytime for any reason. YPM will publish the latest version of this agreement at http://royalblue-pelican-997143.hostingersite.com/master-service-agreement.

In the event that this agreement is modified, and Client does not agree to the changes, YPM may at its sole discretion agree to continue providing services to Client under the original terms of the Agreement. Alternatively, if YPM is unable or unwilling to continue providing the Services under the old terms, or if providing the Services under the old terms are not economically or technically feasible, YPM may allow this Agreement to terminate without penalty to the Client.

20. Limitations of Support: We shall not be responsible for supporting personally owned equipment, home or cell network issues, or older/unsupported equipment and software, even if a defect in personally owned equipment, or home or cell network related issues cause disruption to business operations. YPM shall ensure proper operation of business-owned equipment, networks, peripherals in the normal scope of support. If an end-user requires support for personally owned equipment, YPM may at its sole discretion agree to provide support and bill the end user separately on a time and materials basis.

21. Security Baselines: As part of our Managed Services, YPM implements industry-standard security practices to protect your IT environment. However, maintaining a secure environment requires shared responsibility. To ensure effective protection, the Customer agrees to adhere to the following security baselines:

• Strong Password Policies: Customers must enforce the use of complex passwords (minimum 12 characters, including uppercase, lowercase, numbers, and special characters).
• Multi-Factor Authentication (MFA): Customers must enable and enforce MFA for all critical systems and administrative accounts wherever possible.
• Software Updates and Patch Management: Customers must ensure that all operating systems, applications, and firmware are updated regularly with the latest security patches unless patching is managed directly by YPM.
• Antivirus and Endpoint Protection: Customers must deploy and maintain up-to-date antivirus and endpoint protection software across all devices unless these services are provided by YPM.
• Access Control: Customers must follow the principle of least privilege, ensuring that users only have access to the systems and data necessary for their role.
• Backup and Disaster Recovery: If the Customer manages their own backup solutions, they must ensure regular backups are performed and validated. For backups managed by YPM, the Customer must notify YPM of any critical data or systems requiring backup.
• User Training and Awareness: Customers must provide ongoing cybersecurity awareness training to their employees to recognize phishing, social engineering, and other security threats.
• Incident Reporting: Customers must report any suspected or confirmed security incidents to YPM immediately upon discovery.

Failure to adhere to these security baselines may impact YPM’s ability to provide effective support and security services and may result in additional charges for remediation or recovery efforts. YPM is not liable for breaches or incidents resulting from non-compliance with these baselines. By engaging with YPM’s services, the Customer acknowledges and accepts these responsibilities as part of our shared security model.

22. No Third Party Beneficiaries: This Agreement shall not confer any rights or remedies upon any person other than the parties and their respective successors and permitted assigns.

23. Warranty for Repairs and Replacements: YPM offers a 30-day labor warranty on services provided, ensuring that work performed is completed to industry standards. Any parts provided by YPM may be covered by the original manufacturer’s or vendor’s warranty; however, YPM itself does not provide any additional warranty on parts. If YPM procured the part(s) necessary for repair, we will work with the vendor through their warranty process to receive a replacement or refund. This labor warranty does not cover issues resulting from accidental damage (such as drops, spills, cracked screens), misuse, power surges, environmental factors, or damage caused after service has been completed. YPM documents the condition of devices and equipment before and after service for quality assurance purposes.

24. Client Responsibilities: The Client shall:

• Ensure that the Computer System is used in a proper manner only by competent, trained individuals
• Not allow anyone other than YPM to provide, or procure the provision of, any maintenance services in respect of the Computer System
• Co-operate fully with YPM's personnel in the diagnosis of any error or defect in the Computer System
• Provide YPM with full, safe and uninterrupted access to those areas of Client's premises to which it is necessary for YPM to have access in order to perform the Services
• Inform YPM of any business, organizational and technical issues that could have an impact in the delivery of the Services
• Ensure that those of its personnel whose decisions are necessary for the performance of the Services are readily available to YPM for consultation in relation to any matter connected with the Services

Third-Party Products/Services: Unless stated otherwise in a Quote or Proposal for Services, the responsibility for acquiring, licensing, and maintaining any Third-Party products, services, or accounts shall be Client's responsibility. These Third-Party products or services may be recommended or required by us in order to perform certain maintenance, security, and performance-related tasks within your IT environment.

You shall comply with all applicable Third-Party licensing agreements and ensure that YPM is designated as an authorized user of any such Third-Party products or services, at your own expense. Any violation of a Third-Party licensing agreement shall be considered a material breach of this Agreement.

Access: Client grants YPM and our designated Third-Party Providers the right to access, monitor, troubleshoot, communicate, acquire information, and access the environment as necessary to enable YPM to provide the Services. Access may require the installation of one or more software agents into the environment and/or necessary licensing with a Third-Party vendor. Client is responsible to procure, at Client's expense, necessary rights of entry, licenses (including software licenses), permits, or permissions necessary for YPM and our Third-Party Providers to provide the Services.

If the Client fails in respect of any of its obligations under this agreement, YPM shall not be liable for any consequent failure on its part to perform services. In addition, YPM shall be entitled to charge Client on a time and materials basis for any action taken by YPM's staff as a result of such failure, notwithstanding that it may not be able to perform services due to such failure.

25. Arbitration: Any disputes, claims, or controversies arising out of or relating to this Agreement, including but not limited to the breach, termination, enforcement, interpretation, or validity thereof, or the determination of the scope or applicability of this agreement to arbitrate, shall be determined exclusively by binding arbitration in accordance with the laws of the Commonwealth of Virginia. The arbitration shall be conducted before a single arbitrator in accordance with the rules of the American Arbitration Association (AAA) for commercial disputes, and the arbitration shall take place in Chesterfield, Virginia.

The arbitrator shall have the authority to award any relief that would otherwise be available in a court of law. The award rendered by the arbitrator shall be final and binding on the parties and may be entered in any court of competent jurisdiction. The prevailing party in the arbitration shall be entitled to recover its reasonable attorney's fees.

26. Miscellaneous: Upon providing YPM an email address, YPM will add Client to the Company’s mailing list, which may result in Client receiving informational, promotional or other correspondence via electronic communication. We will not intentionally sell, share, or distribute Client’s personal information to third parties, except as required by law.