This Master Services Agreement (“MSA”), inclusive of independently signed and executed Statement of Work (“SOW”), along with any other documents incorporated into the SOW such as change orders, work orders, equipment lists, process documents, and authorization forms, is established between Complete Technology Solutions, an Arizona Corporation with its principal offices at 1525 S. Higley Rd. Ste. 104, Gilbert, AZ 85296, hereinafter referred to as “CTS,” and the designated client of CTS, hereinafter referred to as “Client,” as further defined in the SOW. The SOW, a separately signed document, becomes an integral part of and is subject to this MSA when executed by both CTS and Client, collectively referred to as “Parties.” Upon execution, it is deemed incorporated and constitutes a part of this MSA.

These Terms cover Client’s purchases from CTS, including services (“Services”), software licenses, hardware, support, maintenance, and subscriptions (“Products”). CTS is engaged for Services and Products as outlined in the SOW, subsequent SOWs, or agreed Work Orders. These require written or electronic SOWs, or acceptable Work Orders, executed by both Parties, becoming part of these Terms. In conflicts between the SOW and these Terms, SOW terms prevail, while non-conflicting MSA terms remain.

Upon SOW termination, non-Client-owned hardware and software installed by CTS for Services shall be surrendered and returned to CTS at SOW end.

This MSA becomes effective upon signed execution by the Parties, as declared effective in the independently signed SOW and associated documents (if any). It remains in effect as stated in the SOW and continues while CTS provides services based on SOW terms, terminable per the fully executed SOW.

2. General Requirements & Conditions

2.1 System

For these Terms, “System” encompasses products, equipment, services, software, computer networks, and other listed SOW services. During each SOW term, Client refrains from modifying or moving the System, or installing software, without CTS’s explicit authorization. Unauthorized System additions won’t be supported under this MSA or SOW.

2.2 Maintenance and Updates

CTS installs Updates if compatible with the System’s configuration, disclaiming liability for Update-related issues. Properly installed Updates leading to downtime or losses aren’t CTS’s responsibility if installed as per manufacturer’s instructions.

2.3 Third-Party Service Providers

CTS may engage Third-Party Providers to fulfill SOW needs. Client adheres to Third-Party Provider terms; CTS conveys Third-Party warranties. Terms and conditions of Third-Party Contracts will be communicated to Client via SOW.

2.4 Third-Party Product Vendors

Third-Party Product Vendors supply machinery and equipment per SOW requisites.

2.5 Third-Party Support

In hardware or software issues needing vendor or OEM support, CTS may contact vendor or OEM on Client’s behalf, with Client covering incurred costs exceeding $100 unless exigent. Client’s consent is essential.

2.6 Subcontractors

CTS may involve Subcontractors for specific SOW services.

2.7 Conditions of Service

For inclusion in CTS’s IT Services Program, Client’s System must meet CTS’s serviceability criteria. Client is responsible for providing an appropriate workspace, access, environment, and efficient System operation for monitoring and services. CTS’s service hours are standard business hours unless adjusted in a later SOW.

2.8 Service Limitations

Services outside the scope of the SOW, such as consumables, upgrades, non-warranty support, and specific hardware or software, are not included. CTS is not accountable for problems arising from unauthorized network alterations. Parts covered by manufacturer warranties are not within the scope unless otherwise mentioned. Effective virus mitigation necessitates proper backups and antivirus software. Data restoration resulting from failures is not covered unless explicitly stated. Any supplementary services will be charged at CTS’s prevailing labor rates.

2.9 Service Hours

Notwithstanding anything in this Agreement or any Quote to the contrary, CTS will provide the Services Monday through Friday from 8:00 AM to 5:00 PM (local time) (“Regular Hours”). In the event that Client requests CTS to perform the Services outside of Regular Hours or during one of the designated Holidays set forth in the table below (“After Hours”), CTS may choose to perform such Services either “on-site” or “remotely,” in accordance with the Fees set forth in the applicable Quote or TOS.

Holiday	Date Observed
New Year’s Day	January 1
Martin Luther King Jr. Day	3rd Monday of January
President’s Day	3rd Monday of February
Memorial Day	Last Monday in May
Juneteenth	June 19
Independence Day	July 4
Labor Day	1st Monday in September
Veterans Day	November 11
Thanksgiving Day	4th Thursday in November
Day after Thanksgiving	4th Friday in November
Christmas Eve	December 24
Christmas Day	December 25

3. Response and Reporting

3.1.1 Response

CTS commits to Services and timely response, except during Client’s Downtime, Vendor-Side Downtime, security needs, or force majeure events.

3.1.2 Scheduled Downtime

Scheduled maintenance may occur, communicated with at least 24 hours’ notice, except emergencies.

3.1.3 Client’s Downtime

Delays due to Client’s actions or omissions aren’t CTS’s responsibility.

3.1.4 Vendor-Side Downtime

Delays due to third-party providers or vendors aren’t CTS’s responsibility.

4. Confidentiality and Non-Disclosure

CTS and Client shall protect Confidential Information, using reasonable care. Confidential Information includes proprietary data, customer info, and terms. Disclosure to third parties without consent is prohibited.

5. Provision of Materials and Services to CTS

Client provides personnel, hardware, software, and facilities for CTS’s service provision. Access to information and facilities must be granted.

6. Responsibility for Equipment

The Client collaborates on equipment requirements. Adjustments are managed through Change Orders. The Client guarantees the appropriate quality, craftsmanship, and legality of the supplied materials.

7. Client Data Ownership and Responsibility

Client is solely responsible for data accuracy, ownership, and legality.

8. Intellectual Property

CTS retains intellectual property rights in developed property. Client’s usage is limited to these Terms.

9. License Agreements

The Client obtains a software license, subject to Minimum Requirements. Verification is conducted for the Client’s software updates and licensing. EULAs may be applicable and must be adhered to. The Client bears responsibility for third-party products.

10. Working Environment

The Client shall provide a suitable working environment for any System, Product, or Equipment located at the Client’s facility. This environment includes maintaining the appropriate temperature, static electricity, and humidity controls, as well as ensuring a properly conditioned electrical supply for each piece of Equipment. The Client shall assume the risk of loss for any Equipment located at their facility.

11. CTS’s Employees, Agents, or Subcontractors

The Client acknowledges that CTS has invested significantly in recruiting, training, and administration for its agents. From the Effective Date of the last SOW until one year after the termination of any SOW, the Client agrees not to hire or contract CTS’s employees, agents, or subcontractors who worked on any Service. In the event of a breach of this Section 11, Client shall be liable for actual damages incurred by CTS, including but not limited to recruitment, training, and lost business opportunity costs. CTS may also seek injunctive relief to enforce this provision.

12. Warranty

CTS guarantees that it or its contracted subcontractors will execute services in line with specified criteria, as detailed in these Terms, SOWs, or work orders. In case of a breach, CTS will make reasonable efforts to rectify non-conforming services within ten (10) business days after receiving written notice. If rectification is impractical, CTS will reimburse the fees paid by the Client for such services.

However, CTS’s direct product warranty becomes void if the product undergoes (a) alterations, modifications, or repairs by parties other than CTS, (b) misuse or operation outside specifications, or (c) improper site preparation or maintenance.

13. Software, Hardware, and Security

The Client acknowledges the potential risks associated with data loss and network disruptions. To mitigate the risk of network failures, the Client is responsible for maintaining robust security measures for their computer and information system, encompassing regular software and hardware updates. The Client commits to adhering to recommended software and hardware updates and upholding the specified security standards and policies endorsed by CTS.

14. Client Cyber Security

The Services extended to the Client do not encompass any type of internet security monitoring, cyber security surveillance, cyber terrorism monitoring, or other cyber threat safeguards. It is strongly advisable for the Client to consider engaging CTS for cyber protection services aimed at proactive monitoring of cyber controls and activities. CTS is available to assess the Client’s requirements and offer a Cyber Security Assessment to facilitate CTS’s cyber security safeguarding.

15. Telemarketing and Unsolicited Emails

In no event, including negligent acts or omissions, shall CTS or its subcontractors be liable for direct, indirect, or consequential losses or expenses, including loss of profits, due to data breaches resulting from unsolicited emails, direct mail, or unauthorized data collection activities.

16. Terrorism

CTS shall not be liable for direct, indirect, or consequential losses or expenses resulting from acts of terrorism, cyberterrorism, sabotage, or similar actions.

17. Extraordinary Events

CTS shall not be liable for direct, indirect, or consequential losses or expenses resulting from failures or malfunctions of electrical, mechanical, or telecommunications infrastructure and equipment or services due to extraordinary events, including natural disasters, pandemics, and physical events.

18. Release with Limitation of Liability

Except for liabilities arising from gross negligence or willful misconduct, CTS’s aggregate liability under this Agreement shall not exceed the fees paid by Client in the twelve (12) months preceding the claim. CTS shall not be liable for special, indirect, or consequential damages, including lost profits, unless caused by gross negligence or willful misconduct.

19. Mutual Indemnification and Hold Harmless

Both parties agree to defend, indemnify, and hold each other harmless from liabilities, damages, and costs arising from their own negligence or willful misconduct.

20. CTS Insurance

CTS agrees to maintain adequate insurance coverage. The coverage includes General Liability, Automobile Liability, Workers Compensation, and Professional Liability Insurance to cover errors and omissions.

21. Client’s Insurance

21.1 Commercial Property Insurance

Client shall secure at Client’s own cost and expense Property Insurance for the equipment that is part of the provisions of the service agreement. The policy shall include the following coverages:

1. Replacement cost valuation on CTS’s equipment.
2. Waiver of coinsurance for the insured property.
3. Insured for All Risk / Special Perils with an extension of coverage for Flood and Earthquake.

22. Cyber Insurance

Client shall secure and maintain for the duration of the contract Cyber Liability Insurance to insure Client’s cyber exposures. Specific limits and coverages should be evaluated by a qualified insurance broker or risk manager to determine Client’s specific coverage and policy limit requirements.

23. Mutual Waiver of Subrogation

TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ALL RIGHTS AGAINST THE OTHER FOR RECOVERY OF DAMAGES TO THE EXTENT THESE DAMAGES ARE COVERED BY THE WORKERS COMPENSATION (TO THE EXTENT PERMITTED BY LAW) AND EMPLOYERS PROFESSIONAL LIABILITY GENERAL LIABILITY, PROPERTY INSURANCE, COMMERCIAL UMBRELLA / EXCESS, CYBER OR OTHER COMMERCIAL LIABILITY INSURANCE OBTAINED BY EITHER PARTY. CLIENT WILL NOT HOLD CTS, ITS SUBCONTRACTORS AND/OR THIRD-PARTY SERVICE PROVIDERS RESPONSIBLE FOR SUCH LOSSES AND WILL CONFIRM THAT CLIENT’S INSURANCE POLICIES REFERENCED ABOVE PROVIDE FOR THE WAIVER OF SUBROGATION INCLUDED IN THE MASTER SERVICE AGREEMENT.

24. Disclaimers

The express remedies set forth in these Terms will constitute Client’s exclusive remedies, and CTS’s sole obligation and liability, for any claim (a) that a Service or deliverable provided hereunder does not conform to specifications or is otherwise defective, or (b) that the Services were performed improperly.

EXCEPT FOR THE LIMITED WARRANTY IN SECTION 12 FOR SERVICES AND ANY THIRD-PARTY WARRANTIES PASSED THROUGH UNDER SECTION 2.3, ALL SERVICES, HARDWARE, SOFTWARE, AND DELIVERABLES ARE PROVIDED ‘AS-IS.’ CTS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CTS DOES NOT GUARANTEE THAT SERVICES OR DELIVERABLES WILL BE UNINTERRUPTED, ERROR-FREE, OR MEET CLIENT’S SPECIFIC REQUIREMENTS.

CTS DOES NOT WARRANT THAT THE SERVICES OR ANY DELIVERABLES WILL MEET ANY OF CLIENT’S REQUIREMENTS NOT SET FORTH HEREIN, THAT ANY DELIVERABLES WILL OPERATE IN THE COMBINATIONS THAT CLIENT MAY SELECT FOR USE, THAT THE OPERATION OF ANY DELIVERABLES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. IF PRE-PRODUCTION (E.G., ALPHA OR BETA) RELEASES OF SOFTWARE ARE PROVIDED TO CLIENT, SUCH COPIES ARE PROVIDED AS-IS WITHOUT WARRANTY OF ANY KIND.

No statement by any CTS employee or agent, orally or in writing, will serve to create any warranty or obligation not set forth herein or to otherwise modify these Terms in any way whatsoever.

25. Severability

Should any provision within these Terms be deemed illegal or unenforceable by a court of competent jurisdiction, that provision shall be automatically reinterpreted and construed in a manner that preserves its original intent, while adhering to the maximum extent permitted by law. The invalidity of any part of these Terms shall not render invalid the remainder of the Terms.

26. Amendment

These Terms may only be modified through a written agreement executed by an authorized representative of CTS.

27. Relationship

The Parties are distinct and independent entities. These Terms do not establish the Parties as principal and agent, partners, employer and employee, or create any form of joint venture. Furthermore, no referral between parties, whether by CTS or the Client, implies any relationship such as a partnership, joint venture, subcontractor, or commission-based arrangement.

28. Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of laws principles. The Parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Maricopa County, Arizona, for any disputes arising out of or relating to this Agreement.

29. Waiver

Failure by either Party to insist upon strict performance of any provision herein shall not be construed as a waiver of its rights or remedies, nor shall it be considered a waiver of any subsequent default by the other Party.

30. Force Majeure

Neither Party shall be held liable for delays or failures to perform due to causes beyond its reasonable control, including acts of God, war, terrorism, riots, pandemics, or natural disasters, provided such failure is not due to the Party’s negligence or failure to implement reasonable industry-standard measures. Cybersecurity incidents, including hacking or malware, shall not constitute force majeure events unless they result from widespread, coordinated attacks beyond the scope of reasonable cybersecurity practices.

31. Data Access and Storage

Depending on the Service provided, some of the Client’s data may occasionally be accessed or stored on secure servers located outside the United States. Should the Client’s company require modifications to standard access or storage procedures, it is the Client’s responsibility to notify CTS.

32. Assignment

The Client may not transfer its rights or obligations under these Terms without obtaining prior written consent from CTS, which consent shall not be unreasonably withheld.

33. Counterpart and Electronic Signatures

By agreeing to the SOW and initializing it, the Client acknowledges that these Terms are now an integral part of the SOW. Each agreed SOW, together with these Terms, shall constitute an original document. An electronic signature on the SOW carries the same validity and effect as a hand-signed signature.

34. No Guarantee of Future Service

These Terms do not guarantee or promise continuous service by CTS. CTS reserves the right to terminate its relationship with the Client at any time, with or without cause, for any reason or without reason.

35. Headings

Section headings in this MSA are provided for convenience and do not alter the meaning of the contained Terms.

36. Entire Agreement

These Terms, along with the SOW and any subsequent SOWs, encompass the entire agreement between the Parties concerning the subject matter at hand. They supersede all previous written or verbal agreements between the Parties on the same subject matter. Any other agreements between the Parties are subject to the provisions in paragraph 1 above.

37. Dispute Resolution and Attorneys’ Fees

Any dispute arising out of or relating to this Agreement shall first be submitted to mediation in Maricopa County, Arizona, before a mutually agreed-upon mediator. If mediation fails to resolve the dispute within thirty (30) days, either Party may pursue litigation in accordance with Section 28. The prevailing Party in any litigation or mediation shall be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing Party.

38. Payment Terms

Client shall pay all invoices within thirty (30) days of receipt unless otherwise specified in the SOW. Late payments shall accrue interest at the rate of 1.5% per month. CTS may suspend Services without liability if Client fails to cure a payment default within ten (10) days of written notice.

39. Data Protection and Privacy Compliance

Client is responsible for ensuring that its data collection, storage, and use comply with all applicable data protection and privacy laws, including but not limited to the Arizona Consumer Data Security Act. CTS shall implement reasonable technical and organizational measures to protect Client’s data processed under this Agreement but shall not be liable for breaches resulting from Client’s failure to maintain adequate security measures or comply with applicable laws. Client shall indemnify CTS for any claims, fines, or damages arising from Client’s non-compliance with data protection laws.

40. Termination for Convenience

CTS may terminate this Agreement or any SOW for convenience upon thirty (30) days’ written notice to the Client. Upon termination, Client shall pay CTS for all Services performed and expenses incurred up to the effective date of termination. Provisions that by their nature survive termination, including Sections 4, 7, 8, 18, and 19, shall remain in effect.

41. Change Orders

Any changes to the scope, schedule, or fees of an SOW must be documented in a written Change Order signed by both Parties. CTS is not obligated to perform work outside the agreed SOW unless a Change Order is executed. Additional work requested by Client without a Change Order will be billed at CTS’s standard rates.