1.1. Access to Services in Scope of Work

As set forth in this Agreement, MSP grants Client a non-exclusive non-sub licensable, non-transferable, non-assignable, revocable license for the Term of this Agreement to access and use the agreed-upon Services provided by MSP. "Services" means MSP's information technology services, including but not limited to hosting, providing or recommending technology support, software and other products as needed. MSP provides these Services to Client as set forth in detail in the Scope of Work ("SOW"), and any subsequent changes to the SOW ("Change Orders"). Client understands and agrees that Change Orders may incur Additional Fees for which Client is responsible.

1.2. Services are for Internal Business Purposes only

Client agrees to use the Services for its internal business purposes only and to comply with the terms and conditions of this Agreement and with all applicable policies and procedures set forth by MSP.

1.3. Action by User is an Action by Client

Client agrees that any actions by any of its employees, consultants, agents, or independent contractors ("Users") will be deemed actions by Client and that any breach of this Agreement by Users will be deemed a breach of this Agreement by Client.

1.4. Time is of the Essence

The Parties understand and agree that timely performance is essential to this Agreement. Client agrees to keep MSP notified regarding changing information including but not limited to notifying MSP promptly but no later than three (3) business days after any relevant change in Client information, including but not limited to Client contact information. Failure by Client, for any reason, to respond within three (3) business days to any inquiry by MSP may result in MSP not being able to provide Services as set forth in this Agreement, through no fault of MSP, and constitutes a material breach of this Agreement by Client.

1.5. Client responsible for Software Licenses

Client understands and agrees that it may be entering into, or is otherwise subject to, software licenses, including but not limited to open source software, and related agreements with software manufacturers and providers, or storage providers, in connection with the Services. Client must be registered with the applicable software manufacturer(s) or service providers as MSP's customer, and be enrolled in the manufacturer's enhancement plan(s), to the extent applicable, to ensure such software remains current. Client shall maintain current software licenses in compliance with all manufacturers' license requirements at all times during the Term of this Agreement.

1.6. Client responsible for Account Security

Client agrees that it is solely responsible for (i) the confidentiality and security of Client's logins and passwords; and (ii) all activities that occur in connection with the Account, whether initiated by Client, other Users, or any third-party. Client agrees to notify MSP immediately of any unauthorized use or actual or potential breach of security of any Client's account, access information, or systems connected in any way to the Services provided by MSP.

1.7. Security Services and Incident Response

(a) Security Monitoring and Response. MSP provides security monitoring, threat detection, and incident response services as specifically outlined in the applicable Service Tier (Starter, Professional, or Enterprise) and Scope of Work. These services include endpoint detection and response (EDR) monitoring via Ionix CyberShield, managed detection and response (MDR) services, email security filtering via Ionix MailGuard, automated threat remediation where technically feasible, and proactive security alerting via Ionix Guardian.

(b) Limitations on Security Services. Client acknowledges that no security solution can prevent 100% of threats or cyber-attacks. MSP's security services are preventative and detective in nature, not insurance against all possible losses. Advanced persistent threats, zero-day exploits, or sophisticated social engineering attacks may evade detection despite best efforts.

(c) Incident Response Scope. In the event of a confirmed security incident, MSP will take commercially reasonable actions to contain, investigate, and remediate threats within the scope of managed systems outlined in the Scope of Work. Client remains responsible for business continuity planning, disaster recovery operations, legal notifications, forensic investigations, and cyber insurance claims.

(d) Client Security Obligations. Client agrees to maintain cyber liability insurance with minimum coverage of One Million Dollars ($1,000,000) per occurrence, immediately report suspected security incidents, not interfere with automated security responses, follow MSP security recommendations including multi-factor authentication implementation, and provide necessary access for security controls.

2.1. Initial Term

This Agreement is effective from the date of the Proposal and shall continue for the initial contract term specified in the Scope of Work (the "Initial Term"), which shall be either twelve (12), twenty-four (24), or thirty-six (36) months unless earlier terminated in accordance with this Agreement.

2.2. Automatic Renewal and Month-to-Month Continuation

Upon expiration of the Initial Term, this Agreement shall automatically renew on a month-to-month basis under the same terms and conditions, except that either party may terminate with thirty (30) days written notice. Monthly fees during the month-to-month period shall continue at the rate established in the most recent Scope of Work, subject to MSP's right to adjust pricing upon sixty (60) days written notice to Client.

Equipment Transition Period. For Enterprise tier clients receiving Ionix Equipped (Hardware-as-a-Service), Client acknowledges that equipment refresh and contract renewal may require additional time for procurement, configuration, and deployment. During the month-to-month continuation period, Client shall continue to use existing equipment under the same terms, and MSP shall make commercially reasonable efforts to complete equipment refresh within ninety (90) days.

2.3. Termination by Client

Client may terminate this Agreement during the Initial Term by providing written notice to MSP. In such a case, Client understands and agrees to pay an Early Termination Fee of Two Hundred Dollars ($200), in addition to any portion of the Services that MSP has already begun undertaking, or for any equipment that MSP has procured. During month-to-month continuation following the Initial Term, Client may terminate with thirty (30) days written notice without Early Termination Fee.

2.4. Termination by MSP

MSP may terminate this Agreement for any reason by giving thirty (30) days notice during month-to-month continuation, or seven (7) days notice during the Initial Term. MSP may immediately terminate this Agreement for cause including non-payment, material breach, legal action against MSP, or if Client is thirty (30) days overdue in payment.

2.5. Service Level Commitments

(a) Support Response Times. For Professional and Enterprise tier clients receiving Ionix Support Hub services, MSP commits to the following initial response times during business hours (Monday-Friday, 8:00 AM - 5:00 PM Central Time):

• Critical Priority: 2 hours (system down, multiple users affected, security incident)
• High Priority: 4 hours (single user cannot perform job function)
• Medium Priority: 8 hours (degraded performance, workaround available)
• Low Priority: 2 business days (questions, requests, enhancements)

"Response time" means initial acknowledgment and assignment to a technician, not resolution time.

(b) Exclusions. Response time commitments do not apply to Starter tier clients, issues outside MSP's reasonable control, Client-caused issues, after-hours requests, hardware failures requiring manufacturer service, or issues with equipment not managed by MSP.

(c) Monitoring. MSP's Ionix Guardian monitoring service operates 24/7/365. MSP will receive automated alerts for critical system issues and may initiate remediation actions outside of business hours at MSP's discretion.

(d) No SLA Credits. This Agreement does not include SLA credits, refunds, penalties, or service fee reductions for variations in response times. MSP's commitment is to use commercially reasonable efforts to meet stated response timeframes.

3.1. Service Fees

"Service Fees" are the monthly recurring charges for the specific Service Tier and optional add-on services contracted by Client as set forth in the Scope of Work of the Proposal. "Fees" is a term that includes all fees set forth in this Agreement that may be charged to Client by MSP.

3.1.1. Included Services by Service Tier

The Services included in each service tier are specifically defined in the Scope of Work and Service Order. Services explicitly listed as included in Client's selected tier are covered by monthly Service Fees and do not constitute Additional Services.

STARTER TIER includes:

• Microsoft 365 Business Standard licensing (per user)
• Ionix Guardian (24/7 RMM monitoring and patch management)
• Ionix CyberShield (EDR/MDR enterprise security)
• Ionix MailGuard (advanced email security and filtering)

PROFESSIONAL TIER includes (all Starter services listed above, plus):

• Ionix Cloud Vault (Microsoft 365 backup)
• Ionix Support Hub (chat-based support)
• Ionix Rapid Deploy (automated workstation configuration)
• Business hours remote and onsite support
• Domain management services (DNS, DMARC, DKIM via Cloudflare)

ENTERPRISE TIER includes (all Professional services listed above, plus):

• Ionix Equipped (Hardware-as-a-Service: workstations, monitors, peripherals, battery backup)

OPTIONAL ADD-ON SERVICES (available for any tier, subject to separate per-service fees):

• Ionix Endpoint Vault (comprehensive workstation backup)
• Ionix Security Academy (security awareness training)
• Ionix Password Vault (enterprise password management)
• Ionix Server Vault (standard server backup for 1-5 servers)
• Ionix Critical Vault (premium managed backup and disaster recovery)
• Ionix Network Management (complete network infrastructure management)
• Ionix Mail Essentials (email-only bundle for Starter tier)
• Ionix Essential Mail (email-only bundle for Professional/Enterprise tiers)

3.2. Additional Services and Additional Fees

Additional Services (services provided by MSP but outside of the contracted Service Tier and optional add-ons) may be available for Additional Fees. If Client requests or if MSP recommends Additional Services, MSP will inform Client in writing ahead of performing the Additional Services of the cost.

Examples of Additional Services include:

• Project work including network installations, server migrations, or infrastructure upgrades
• After-hours emergency support requests outside of business hours
• Onsite support visits beyond standard service tier inclusions
• Data recovery services beyond standard backup restoration
• Custom software development or integration work
• Third-party vendor coordination requiring significant MSP time
• Remediation of issues caused by Client actions or unauthorized changes
• Services for equipment or software not provided or managed by MSP

3.3. Fee Increases

MSP reserves the right to increase Service Fees upon sixty (60) days written notice to Client. Fee increases during the Initial Term shall not exceed five percent (5%) annually. During month-to-month continuation following the Initial Term, MSP may adjust fees to current market rates with sixty (60) days written notice.

3.4. Taxes

Client is responsible for all applicable federal, state, and local sales, use, excise, value-added, and other taxes or duties related to the Services, excluding taxes based on MSP's net income.

3.5. Travel Fees

For onsite support visits, MSP may charge reasonable travel fees for mileage, lodging, and meals when Client location is more than thirty (30) miles from MSP's primary office location, unless otherwise specified in the Scope of Work.

4.1. Billing and Payment

MSP will bill Client monthly in advance for all recurring Service Fees, as set forth in the SOW. Additional Services and one-time fees will be billed upon completion or as otherwise specified. Payment shall be made within twenty-one (21) days of the invoice date via ACH, credit card, or check unless other payment terms are explicitly agreed in writing.

4.2. Late Payments

Payments made to MSP later than twenty-one (21) days after invoice date are subject to a late fee of Two Hundred Dollars ($200) ("Late Fee"), due immediately. In addition, all Fees that are still unpaid more than sixty (60) days after invoice date shall accrue interest at the rate equal to one and one-half percent (1.5%) per month or the maximum allowed under Oklahoma law, whichever is less.

4.3. Automatic Payment

Client may authorize automatic recurring payments via ACH or credit card. MSP strongly recommends automatic payment to avoid late fees and service interruptions.

4.4. Disputed Charges

Client must notify MSP in writing within ten (10) days of invoice date of any disputed charges. Failure to dispute charges within this timeframe constitutes acceptance of the charges as accurate. Client remains obligated to pay undisputed portions of invoices timely.

5.1. Confidential Information

"Confidential Information" is all information disclosed by a Party ("Disclosing Party") to the other Party ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

Client's Confidential Information includes its Data (defined as all data submitted by Client's Users to MSP in connection with the Services). MSP's Confidential Information includes the Services, the terms and conditions of this Agreement, MSP's business and marketing plans, technology and technical information, product plans and designs, pricing information, and business processes.

Confidential information does not include information that (a) is or becomes generally known to the public without a breach; (b) is received from a third party without a breach; (c) was known to the Receiving Party prior to disclosure; (d) was developed independently by Receiving Party.

5.2. Protection of Confidential Information

Parties agree to protect information of the Disclosing Party with the same degree of care that they use to protect their own Confidential Information, but in no event less than reasonable care.

5.3. Use of Confidential Information

MSP may use or disclose Client Data (a) as expressly permitted in writing by Client; (b) as necessary to carry out the Services; or (c) as required by law or valid legal process, provided MSP provides Client with prompt notice unless legally prohibited.

5.4. Data Security and Privacy

MSP will implement and maintain reasonable administrative, physical, and technical safeguards to protect Client Data from unauthorized access, use, or disclosure. Client acknowledges that MSP may use third-party service providers to deliver Services and that Client Data may be stored or processed by such providers, subject to confidentiality obligations.

6.1. No Transfer of Property to Client

Unless expressly set forth in this Agreement, MSP will not transfer any Intellectual Property or other property or proprietary rights to Client. All rights, title, and interest in any Service provided to Client, including any copyright, trade secret, trademark or patent right, is and will remain solely the property of MSP or its licensors.

6.2. MSP Retains Control of Services

Client agrees that MSP will have sole and complete control over the configuration, appearance, content, and functionality of the Services. MSP reserves the right to make changes to the Services at any time with reasonable notice, suspend or terminate any Service component for security protection, or for business, technical, or financial considerations.

6.3. MSP License To Use Client's Feedback

Any feedback, suggestions, testimonials, endorsements, information, or materials conveyed to MSP by Client in connection with the Services shall be considered "Feedback." Client grants to MSP a non-exclusive, perpetual, irrevocable, transferrable, royalty-free, worldwide license to use the Feedback or incorporate into the Services in any way.

6.4. Client Data Ownership

Client retains all ownership rights in Client Data. Upon termination of this Agreement, MSP will provide Client with reasonable opportunity to retrieve Client Data for a period of thirty (30) days, after which MSP may delete Client Data in accordance with its data retention policies.

7.1. Equipment Compatibility

Client understands and agrees that it is responsible for and must provide all hardware, software, services, and other components necessary to access and use the Services provided by MSP, except as specifically provided by MSP under the contracted Service Tier (e.g., Ionix Equipped under Enterprise tier).

MSP makes no representations that Client's hardware, software, or services will be compatible with any Service. When necessary, MSP reserves the right to charge Additional Fees or recommend changes or upgrades at Client's expense for any equipment that impacts MSP's ability to provide Services.

Client understands that old, outdated, incompatible, or End of Life (EoL) devices may pose significant security risks that MSP cannot fully mitigate. MSP may refuse to service such devices, implement Additional Fees, or require their replacement as a condition of continuing service.

7.2. Updates and Patch Management

MSP agrees to install security patches, updates, upgrades, and service packs at its sole discretion as part of Ionix Guardian services, and reserves the right to roll back any updates if issues arise.

Client understands that updates may change system behavior and functionality and may negatively affect certain applications or workflows. MSP is not responsible or liable for service disruption or changes arising from manufacturer updates, nor for incompatibilities between Client's Data, third-party applications, and any update.

Client agrees to allow MSP to install security patches during off-hours or scheduled maintenance windows. Denying MSP this ability may subject Client to security vulnerabilities and may be considered a material breach of this Agreement.

7.3. Client-Owned Hardware

For hardware owned and provided by Client (non-Ionix Equipped scenarios), Client agrees to pay MSP in advance for any physical items MSP agrees to procure and provide to Client. If payment has not been rendered, MSP may discontinue service to that device. Any item loaned to Client by MSP must be returned upon termination of this Agreement, or at the request of MSP, or Client shall pay full replacement value.

7.4. Backup and Data Recovery Services

(a) Backup Services Included by Service Tier:

• Starter Tier: No backup services included. Client is solely responsible for all data backup.
• Professional & Enterprise Tiers: Ionix Cloud Vault included (Microsoft 365 email, OneDrive, SharePoint, and Teams backup with 3-year retention).
• Optional Add-Ons: Ionix Endpoint Vault (workstation backup), Ionix Server Vault (standard server backup), and Ionix Critical Vault (enterprise backup and disaster recovery).

(b) Recovery Time Objectives. MSP will make commercially reasonable efforts to restore data from backup within the following timeframes:

• Individual files or emails (Cloud Vault, Endpoint Vault): Within 4 business hours
• Full mailbox restore (Cloud Vault): Within 1 business day
• Complete workstation restore (Endpoint Vault): 1-3 business days
• Server restore (Server Vault): 1-5 business days depending on data volume
• Critical server failover (Critical Vault): Minutes to hours with virtual standby replica

These are target timeframes, not guaranteed service level agreements. Actual recovery time depends on factors outside MSP's control.

(c) Backup Limitations. Client acknowledges that backup services protect against accidental deletion, file corruption, and certain ransomware scenarios, but cannot prevent all forms of data loss. Data recovery depends on backup integrity, internet bandwidth, functioning recovery hardware, and Client's timely cooperation. MSP is not liable for data loss due to backup system failures, provided MSP has monitored backup systems and responded to alerts with commercially reasonable diligence.

8.1. MSP Ownership and Security Interest

For equipment provided to Client under the Ionix Equipped (Hardware-as-a-Service) program as part of the Enterprise service tier, Client acknowledges and agrees that all equipment provided by Ionix remains the sole property of Ionix, which retains a one hundred percent (100%) security interest in all such equipment. Equipment includes but is not limited to workstations, laptops, monitors, keyboards, mice, docking stations, and battery backup units (UPS devices).

8.2. Restrictions on Equipment

Client agrees not to sell, resell, transfer, lend, tamper with, troubleshoot (except basic user-level troubleshooting), repair, move between locations without MSP approval, or modify the equipment provided under Ionix Equipped without prior written permission from Ionix. All equipment maintenance, repairs, upgrades, and replacements shall be performed exclusively by MSP or MSP's authorized vendors.

8.3. Return of Equipment Upon Termination

Upon termination of this Agreement by either party, Client agrees to return all equipment listed in the Proposal or Service Order to Ionix within ten (10) days of the final contract termination date. Equipment must be returned in good working condition, normal wear and tear excepted. MSP will provide reasonable instructions for equipment return including packaging and shipping arrangements.

8.4. Recovery of Equipment

Client authorizes Ionix to retrieve equipment from the location specified in the Proposal or Service Order if equipment is not returned within the ten (10) day grace period following contract termination. Client agrees to compensate Ionix for any reasonable expenses incurred during the equipment recovery process, including travel expenses, labor costs, shipping costs, and legal fees, in addition to all amounts owed under the balance of the Agreement.

8.5. Maintenance by Ionix

Client understands and agrees that maintenance, repair, and support of Ionix Equipped hardware is solely Ionix's responsibility and is included in the Enterprise tier Service Fees. Any unauthorized tampering, repair attempts, or services completed by third parties on Ionix-provided equipment may result in immediate termination of this Agreement, and Client shall be responsible for the full replacement value of any equipment damaged by unauthorized service attempts.

8.6. Equipment Protection and Insurance Requirements

Client commits to protecting Ionix-provided equipment from theft, damage, and misuse while in Client's possession. Client must maintain current commercial general liability insurance and property insurance covering Ionix equipment, listing Ionix as an additional insured and additional loss payee on applicable insurance policies. Client must provide proof of insurance including a current insurance declaration page showing Ionix as a loss payee specifically for computer equipment and mobile equipment coverage.

Client is responsible for any costs related to the repair or replacement of equipment if damaged, lost, stolen, or repaired by an unauthorized third party. In the event of theft, Client shall file a police report and provide a copy to MSP within forty-eight (48) hours.

8.7. Access and Recovery Permissions

In the event of payment default by Client, breach of this Agreement, or failure to return equipment upon termination, Ionix is granted permission to enter Client's premises during normal business hours upon reasonable notice, or without prior notice in cases of abandonment, to remove all Ionix hardware. Efforts to recover such property will be considered consensual and not a trespass. Client agrees to fully cooperate and not interfere with the recovery process.

8.8. Equipment Refresh Cycle and Lifecycle Management

(a) Standard Refresh Cycle. Equipment provided under Ionix Equipped is provided on a three (3) year lifecycle management cycle. At the conclusion of the Initial Term (typically thirty-six months), or earlier if equipment fails and is not economically repairable, MSP will replace the equipment with comparable current-generation hardware at no additional charge to Client, provided Client remains under active contract.

(b) Refresh Timing and Transition. Client acknowledges that equipment refresh at the end of the Initial Term may require additional time for procurement, configuration, imaging, and coordinated deployment. During the automatic month-to-month continuation period, Client shall continue to use existing Ionix-provided equipment under the same terms. MSP shall make commercially reasonable efforts to complete equipment refresh within ninety (90) days following the Initial Term expiration.

(c) Early Termination and Equipment Buyout. If Client terminates this Agreement before the end of the three (3) year refresh cycle, Client may either return all equipment to MSP at no additional charge (normal wear and tear excepted), OR purchase the equipment at Fair Market Value (FMV) as reasonably determined by MSP. MSP is under no obligation to sell equipment to Client and may require equipment return instead.

(d) Equipment Failure and Replacement. In the event of equipment failure during the contract term, MSP will troubleshoot and attempt repair or replacement under manufacturer warranty when available. If equipment is beyond economical repair, MSP will provide replacement equipment of comparable or better specification at no additional charge. MSP may provide temporary loaner equipment during repair or replacement process.

(e) Damage, Loss, and Abuse. Client is responsible for equipment damage, loss, or theft due to Client negligence, abuse, or failure to maintain reasonable security. MSP will repair or replace damaged, lost, or stolen equipment and invoice Client for actual costs incurred including replacement hardware costs at current market rates, labor and shipping costs, and any applicable insurance deductibles. Normal wear and tear including minor cosmetic damage is expected and does not constitute Client responsibility.

9.1. Internal Use Only

Client agrees that it will use the Services provided by MSP exclusively for its own internal, non-personal business operations. Client agrees it will not allow any third party to access or use the Services unless expressly authorized in writing by MSP or unless such third party is performing work exclusively for Client's benefit under Client's direct supervision.

9.2. Required Activities and Mandatory Services

Client is required to take any necessary actions that are reasonably needed to enable and facilitate MSP's work. Client's failure to take necessary actions prescribed by MSP will be considered material breaches of this Agreement. Client understands that at a minimum the following are mandatory for all service tiers:

• Installation and continued operation of Ionix Guardian monitoring agents on all managed devices
• Installation and continued operation of Ionix CyberShield security agents on all managed devices
• Timely application of security patches and updates to all systems as prescribed by MSP
• Implementation and continued use of MSP's required security and backup software
• For Professional and Enterprise tier clients, enrollment in and daily use of Ionix Support Hub for all support requests
• Compliance with MSP's security policies including multi-factor authentication (MFA) requirements and password complexity standards

9.3. Restricted Activities

Client agrees not to:

• Use the Services for any purpose outside the Service's intended scope, features, or functionality
• Use any Service for third-party training, resale, or service bureau purposes
• Use any Service as an application service provider or to provide managed services to other organizations
• Use any Service to design, develop, or provide software with similar or competitive functionality
• Duplicate, copy, reproduce, display, distribute, or publish any portion of the Services
• Decompile, disassemble, reverse engineer, or attempt to derive source code from any portion of the Services
• Re-sell, sub-license, transfer, or assign any portion of the Services to any third party
• Store, maintain, transmit, or use Protected Health Information (PHI) as defined in HIPAA unless Client has executed a separate Business Associate Agreement (BAA) with MSP

9.4. Compliance with Law

Client agrees not to use the Services where prohibited by any applicable federal, state, or local law or regulation. Client represents and warrants that Client and its Users are not named on any U.S. government authority's list of persons or entities prohibited from receiving exports or engaging in commercial transactions, and will not permit Users to access or use Services in violation of any U.S. export embargo, prohibition, or restriction.

9.5. Availability and Responsiveness

Client agrees to be reasonably available and responsive to MSP during business hours, and to be available for scheduled meetings, onsite visits, or project work as reasonably required by MSP to deliver Services. Client further agrees that cancelling a scheduled meeting, onsite visit, or project appointment with MSP within twenty-four (24) hours of the scheduled time, without emergency justification, will incur an Additional Fee equal to a minimum of one (1) hour of the hourly rate set forth in the Scope of Work or Two Hundred Dollars ($200), whichever is greater.

10.1. No Warranties of Any Kind

Client understands and agrees that the Services MSP provides are provided "AS IS" and "AS AVAILABLE," and that Client's use of the Services is at Client's sole risk. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MSP EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

MSP does not warrant that:

• The Services will meet Client's specific requirements or business needs
• The Services will be uninterrupted, timely, secure, or error-free
• The results obtained from use of the Services will be accurate or reliable
• Any errors or defects in the Services will be corrected
• Client's technology problems can or will be fixed
• Security measures will prevent all cyber-attacks or data breaches

10.2. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MSP, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, COMPENSATORY, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, or business opportunities
• Business interruption or downtime
• Loss of data or data corruption
• Cost of procurement of substitute services or products
• Loss of goodwill or reputation
• Regulatory fines or compliance penalties
• Any other commercial damages or losses

Client further understands that MSP shall not be liable for harm caused by execution, transmission, or installation of malicious code including ransomware, malware, viruses, or spyware, regardless of delivery method, or by actions or inactions of third parties including internet service providers, cloud service providers, software vendors, or equipment manufacturers.

TO THE EXTENT LIABILITY IS NOT OTHERWISE DISCLAIMED OR LIMITED HEREIN, MSP'S TOTAL AGGREGATE LIABILITY WITH RESPECT TO THIS AGREEMENT IS STRICTLY LIMITED TO AN AMOUNT EQUAL TO THE TOTAL SERVICE FEES ACTUALLY PAID BY CLIENT TO MSP DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE.

10.3. Essential Provisions

Client acknowledges and agrees that the warranty disclaimers and liability limitations set forth in this Article 10 are essential elements of the Agreement and that MSP would not provide the Services or enter into this Agreement in their absence. These limitations shall apply even if any limited remedy provided herein fails of its essential purpose.

10.4. Third-Party Services

From time to time MSP may link to, offer, recommend, or integrate with third-party services, applications, or vendors. Any purchase, enabling, subscription, or engagement of third-party services is solely between Client and the applicable third-party service provider.

Client understands and agrees that MSP does not warrant, endorse, guarantee, or assume responsibility for any third-party services, is not responsible or liable for any services, products, content, or materials provided by any third party, and is not liable for any losses, damages, or issues arising from Client's use of third-party services, whether or not MSP recommended such third-party services.

11.1. Client's Indemnification Obligation

Client agrees to defend, indemnify, save, and hold MSP harmless, including MSP's officers, directors, employees, agents, affiliates, successors, and assigns, from and against any and all demands, liabilities, losses, damages, costs, expenses, and claims, including reasonable attorneys' fees and court costs, asserted against MSP that may arise from or result from:

• Client's use or misuse of the Services
• Client's breach of this Agreement or violation of any provision herein
• Client's violation of any applicable law or regulation
• Client's infringement or violation of any third party's intellectual property rights, privacy rights, or other rights
• Client's negligence, gross negligence, or willful misconduct
• Claims by Client's employees, contractors, customers, or other third parties arising from Client's use of the Services
• Client's failure to maintain adequate cyber liability insurance or other required insurance coverage

11.2. Indemnification Procedure

MSP will provide Client with prompt written notice of any claim subject to indemnification, though failure to provide prompt notice shall not relieve Client of its indemnification obligations except to the extent Client is materially prejudiced thereby. Client shall have the right to control the defense and settlement of any such claim, provided that Client shall not settle any claim in a manner that admits fault on behalf of MSP or imposes obligations on MSP without MSP's prior written consent.

12.1. Method of Notice

Client and MSP agree that where notice is required or permitted under this Agreement, notices shall be provided using the email addresses and physical addresses provided in the Proposal or Service Order, unless the receiving party has provided updated contact information in writing. Notices may be delivered via email, certified mail (return receipt requested), nationally recognized overnight courier service, or personal delivery with signed receipt.

12.2. Effectiveness of Notice

Any notice given in accordance with this Article shall be deemed effective:

• If sent by email: Upon transmission, provided sender does not receive a delivery failure notice
• If sent by certified mail: Three (3) business days after deposit with the U.S. Postal Service
• If sent by overnight courier: One (1) business day after deposit with the courier service
• If personally delivered: Upon delivery and receipt acknowledgment

12.3. Change of Contact Information

Each party is responsible for promptly notifying the other party of any change in their contact information for notices. Updated contact information shall be effective upon receipt of written notice of the change. Client's failure to maintain current contact information may delay critical communications regarding security incidents, service outages, billing matters, or contract renewals.

13.1. Use of Subcontractors

MSP may engage independent contractors, subcontractors, agents, or third-party service providers to perform certain Services under this Agreement, provided that MSP remains ultimately responsible for the performance of such Services. Client consents to such subcontracting arrangements. MSP shall ensure that all subcontractors are bound by confidentiality and data protection obligations substantially similar to those set forth in this Agreement.

13.2. Promotional Use

Client agrees that MSP may identify Client by name and logo, and may describe in general terms the Services provided to Client, for use in MSP's promotional materials, website, case studies, and marketing communications. MSP will not disclose specific financial terms, confidential business information, or detailed technical implementations without Client's prior written consent. Client may request removal from MSP's promotional materials by providing written notice, and MSP will comply within thirty (30) days.

13.3. No Joint Venture

This Agreement does not create, is not intended to create, nor shall it be construed to create any joint venture, partnership, ownership relationship, employment relationship, agency, or fiduciary relationship between MSP and Client. Neither party has authority to bind the other or to incur obligations on behalf of the other without express written authorization.

13.4. Force Majeure

Except for monetary payment obligations, neither party shall be liable to the other for failure or delay in the performance of obligations hereunder if such inability or delay is caused by a Force Majeure Event. A "Force Majeure Event" is any cause beyond a party's reasonable control or anticipation, including without limitation acts of God, acts of war, terrorism, insurrection, labor disputes, government actions, epidemics, pandemics, failure of telecommunications or internet infrastructure, failure or unavailability of third-party cloud services, cyberattacks affecting critical infrastructure, or inability to procure materials or equipment due to circumstances beyond reasonable control.

The affected party shall promptly notify the other party of the Force Majeure Event and shall use commercially reasonable efforts to mitigate its effects and resume performance. If the Force Majeure Event continues for more than thirty (30) days, either party may terminate this Agreement upon written notice without penalty.

13.5. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma, without regard to its conflicts of law principles. Each party unconditionally consents to the exclusive jurisdiction and venue of the state and federal courts located in Beckham County, Oklahoma for any dispute arising from or relating to this Agreement. Each party waives any objection to venue or jurisdiction in such courts.

13.6. Amendment and Modification

This Agreement may be amended or modified only by a written instrument signed by both parties. No oral modification or waiver shall be effective. MSP may update its standard terms and conditions, policies, or service descriptions upon thirty (30) days written notice to Client, and Client's continued use of Services after such notice period shall constitute acceptance of the updated terms.

13.7. No Assignment

Neither party may assign, transfer, delegate, or otherwise dispose of this Agreement or any rights or obligations under this Agreement, whether voluntarily or by operation of law, without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any attempted assignment without consent shall be void. Notwithstanding the foregoing, MSP may assign this Agreement without consent to any successor entity in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

13.8. Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such invalidity, illegality, or unenforceability, and the remaining provisions of this Agreement shall continue to be valid and enforceable to the fullest extent permitted by law. The parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.

13.9. Waiver

No waiver by either party of any breach or default of this Agreement shall be deemed to waive any other or subsequent breach or default. No acceptance of payment or performance after a breach shall be deemed a waiver of the breach. No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of such right, power, or remedy. Any waiver must be in writing and signed by the party granting the waiver.

13.10. Entire Agreement

Client acknowledges that they have read this Agreement, understand it, and agree to be bound by its terms. This Agreement, together with the Proposal, Service Order, Scope of Work, and any executed Change Orders, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether written or oral, between the parties. In the event of any conflict between this Agreement and the Proposal or Service Order, the terms of this Agreement shall control unless the Proposal or Service Order expressly states that it supersedes specific provisions of this Agreement.

13.11. Survival

All payment obligations incurred prior to the date of termination or expiration, and the following Sections of this Agreement, shall survive any expiration or termination of this Agreement: Article 3 (Fees and Payment - for amounts incurred), Article 4 (Billing and Payment), Article 5 (Confidentiality), Article 6 (Intellectual Property), Section 8.3 and 8.4 (Equipment Return), Article 10 (Warranties and Limitation of Liability), Article 11 (Indemnification), Article 13.5 (Governing Law), Article 13.13 (Attorney Fees), and any other provisions which by their nature should survive termination.

13.12. Counterparts and Electronic Signatures

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Execution may be by physical signature, facsimile signature, or electronic signature (including DocuSign, Adobe Sign, or similar services), and each method shall have the same legal force and effect. Electronic signatures and electronically signed documents shall be given the same force and effect as manually signed documents.

13.13. Attorney Fees and Costs

If any action, arbitration, or legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement is brought by either party, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable attorney's fees, expert witness fees, court costs, litigation expenses, and other costs of enforcement (in addition to any other relief to which the prevailing party may be entitled). For purposes of this provision, "prevailing party" means the party who obtains substantially the relief sought, whether by judgment, settlement, or dismissal of the other party's claims.

13.14. Binding Effect

This Agreement is binding upon and inures to the benefit of the parties and their respective heirs, personal representatives, successors, and permitted assigns.

13.15. Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

13.16. Interpretation

The headings and captions used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. The words "include," "includes," and "including" shall be deemed to be followed by "without limitation." References to "Article" or "Section" refer to Articles and Sections of this Agreement unless otherwise specified.

14.1. Consent and Authorization

By agreeing to this MSA, Client authorizes Ionix to send text messages (SMS) to the mobile phone numbers provided by Client related to service tickets, appointment reminders, system alerts, and other relevant information pertaining to the Services provided under this Agreement. This consent applies to all Users whose mobile phone numbers are provided to MSP for service delivery purposes.

14.2. Scope of SMS Communications

SMS communications from Ionix may include, but are not limited to:

• Service ticket status updates and resolution notifications
• Appointment reminders for onsite visits or scheduled maintenance
• Critical system alerts requiring immediate attention
• Security incident notifications
• Planned maintenance or service disruption notices
• Important account information including billing reminders or contract renewal notices
• Multi-factor authentication codes and security verifications

14.3. Client Responsibilities

As per Section 1.4 of this MSA, Client agrees to promptly notify Ionix of any changes in contact information for SMS communications, including changes to mobile phone numbers or requests to opt-out of SMS notifications. Client may opt out of non-critical SMS communications at any time by replying "STOP" to any SMS message from Ionix, but understands that certain critical security or service alerts may still be sent.

14.4. Fees and Charges

Ionix does not charge Client for sending SMS messages. However, standard message and data rates may apply from Client's mobile service provider. Client is responsible for any charges imposed by their mobile carrier for SMS message delivery.

14.5. Modification and Termination

Ionix reserves the right to modify, suspend, or terminate SMS communications at any time, with or without notice, in accordance with the terms of this MSA. MSP may cease SMS communications if Client's account is suspended or terminated.

14.6. Applicability of MSA Provisions

All provisions of this MSA, including but not limited to those relating to Confidentiality (Article 5), Limitation of Liability (Article 10), and General Provisions (Article 13), apply in full force to SMS communications.

14.7. Opt-In Method

Agreement to this MSA constitutes the sole method of opting in to SMS communications from Ionix. No separate opt-in process is required or available. By signing this Agreement or the related Service Order, Client explicitly consents to receive SMS communications as described herein.