Terms

This Master Services Agreement (“MSA”) governs all information technology services (“Services”) provided by ETECH IT LLC, a Florida limited liability company (“Company”), to any client (“Client”) who has accepted a Proposal or Statement of Work (“SOW” or “Proposal” ) from the Company that incorporates this MSA by reference.

1. Agreement and scope of services:

1.1. Acceptance of Agreement: Client accepts this Master Services Agreement (MSA), publicly available at [https://etechitsupport.com/terms/], by signing an incorporating Proposal or SOW, or by making its first payment for Services..

1.2. Services: Company shall provide the Services described in the applicable Proposal or SOW. This MSA shall govern all SOWs, and in the event of a conflict, the terms of the Proposal or SOW shall control for that specific engagement only.

2. Payment: Client shall pay all fees specified in the SOW, due upon receipt. Fees may be adjusted with Client's approval if Client-caused delays result in additional work. Company may suspend all Services and withhold deliverables without liability for any unpaid invoice. Late payments accrue interest at 1.5% per month (or the maximum rate permitted by law), and the Company is entitled to recover all associated collection costs, including reasonable attorney's fees.

3. Change in Services: Any changes to the Services described in an Proposal must be approved in a written Change Order signed by both parties. New engagements will require a new Proposal.

4. Term and Termination:

4.1. Term: This Agreement shall become effective on the Effective Date and shall remain in force for an initial period of twelve (12) months (the “Initial Term”). Client acknowledges this term is necessary for the Company to recover its significant upfront investment in Client onboarding and service implementation.

4.2. Automatic Renewal of Term:

1. NOTICE OF AUTOMATIC RENEWAL. THIS AGREEMENT SHALL AUTOMATICALLY RENEW AT THE END OF THE INITIAL TERM FOR A SUCCESSIVE TWELVE (12) MONTH PERIOD (A “RENEWAL TERM”). THEREAFTER, THE AGREEMENT SHALL CONTINUE TO AUTOMATICALLY RENEW FOR SUCCESSIVE TWELVE MONTH PERIODS AT THE END OF EACH TERM.

2. CANCELLATION PROCEDURE. TO PREVENT AUTOMATIC RENEWAL, EITHER PARTY MUST PROVIDE THE OTHER PARTY WITH WRITTEN NOTICE OF ITS INTENT NOT TO RENEW AT LEAST SIXTY (60) DAYS PRIOR TO THE EXPIRATION OF THE THEN-CURRENT TERM. WRITTEN NOTICE SHALL BE DELIVERED IN ACCORDANCE WITH THE NOTICE PROVISIONS OF THIS AGREEMENT.

4.3. Early Termination: Either party may terminate this Agreement upon written notice if the other party: commits willful misconduct, violates confidentiality, substantial nonperformance, or both materially and egregiously breaches this Agreement; this list is exclusive. The breaching party shall have thirty (30) days to cure the breach after receiving written notice. For a breach of non-payment, the cure period shall be five (5) days.

4.4. Initial Period Right of Termination: During the first 90 days of the Initial Term, Client has a one-time right to terminate this Agreement for cause. "Cause" is defined as a failure by the Company to perform its obligations, which adversely affects the Client's business. To terminate, Client must provide written notice detailing the failure and adverse effect, and Company will have 30 days to cure the issue. If the failure is not cured, Client may terminate and will be released from any early termination fees, responsible only for payment for services actually rendered through the termination date.

4.5. Offboarding Services: Upon termination of this Agreement, any services required to transition the Client to a new vendor or an in-house team are considered outside the scope of the monthly fee. Such services, including data transfer and providing documentation, will be billed at a rate of $400 per hour, with a five (5) hour minimum charge. All outstanding fees must be paid in full before transition services will be initiated.

5. Inquiries:

5.1. Dispute: To dispute an invoice, Client must pay the undisputed portion and provide a written explanation of the disputed amount by the invoice due date.

5.1. Reimbursement: Company will obtain Client's pre-approval for any single expense exceeding ten percent (10%) of monthly proposal fee. Client agrees to reimburse all approved and reasonable expenses.

5.2. Annual Fee Increase: Company may increase service fees by up to five percent (5%) annually.

6. Representations and Warranties: 6.1 Company’s Representation: Parties represent that any materials used in the Deliverable will not knowingly (a) infringe on the intellectual property rights of any third party or any rights of publicity or privacy or (b) violate any law, statute, ordinance or regulation. 6.2 Warranty Disclaimer: EXCEPT FOR THE WARRANTIES SET FORTH IN THIS AGREEMENT AND ANY SOW, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7. Ownership of Deliverables: Company owns all intellectual property rights in the work it creates, including all raw materials and the final Deliverable ("Company IP"). Client owns all intellectual property rights in the materials it provides to the Company ("Client IP"). Upon full payment, the Company grants the Client a perpetual, non-exclusive, royalty-free license to use the Company IP for its internal business purposes. If the Agreement is terminated early, these same terms apply to any partially completed work for which the Client has paid. Company is not liable for any claims arising from the Client's improper use of the Company IP..

8. Indemnification: Client will defend, indemnify, and hold Company harmless from any claims, losses, and costs (including reasonable attorneys’ fees) arising from materials provided by the Client or Client’s unauthorized use of the Services.

9. Limitation of Liability: COMPANY WILL NOT BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Force Majeure: Neither party shall be liable for any failure or delay in performance due to events beyond their reasonable control, including but not limited to acts of God, war, hurricane, government action, terrorism, or natural disasters. The party affected by such an event shall provide prompt written notice to the other party.

11. Confidential Information; Non-Solicitation: Each party agrees to maintain the confidentiality of the other’s proprietary information. Confidential information does not include information publicly known, already in recipient's possession, or independently developed. Neither party shall solicit the other’s employees or contractors during the term of this Agreement and for a period of two years thereafter.

12. General: Neither party may assign this Agreement without the other's prior written consent. This Agreement is the entire agreement between the parties and supersedes all prior communications. If any part of this Agreement is found to be unenforceable, the rest of the Agreement will remain in effect. Any changes to this Agreement must be in writing and signed by both parties. Ambiguities are NOT to be resolved against the drafting party in the interpretation of this Agreement.

13. Choice of Law: This Agreement is governed by the laws of the State of Florida. Any suit or proceeding arising from this Agreement shall be commenced exclusively in a federal or state court located in Miami, Florida. Both parties submit to the jurisdiction of such courts.

14. Attorney’s Fees: In any legal action or proceeding arising from this Agreement, each party shall be responsible for its own attorney's fees and costs. Notwithstanding the foregoing, in the event the Company is required to initiate collection efforts or legal action to recover unpaid fees, overdue payments, or other undisputed amounts owed by the Client, the Company shall be entitled to recover from the Client all of its reasonable attorney's fees, court costs, and other expenses associated with collection efforts.

15. Primary Contact: Each party shall designate in writing a Primary-Contact Representative authorized to make binding communications on its behalf. The other party may rely on communications from this designated representative.