Master Services Agreement

Parties Agreement

This Master Services Agreement (“MSA”) is entered into between the Customer (also referred to as the “Licensee”), as specified in any related Service Order Form (“SOF”), and Computeman, Inc. (“COMP”), located at 1111B S Governors Ave STE 25210, Dover, DE 19904, US. The MSA incorporates the policies listed below, which together constitute the full “Agreement” (or “MSA”). Under this agreement, the Customer and COMP are individually referred to as a “Party” and collectively as the “Parties.” The Agreement includes:

Acceptable Use Policy (AUP)
COMP’s General Data Protection Regulation (GDPR)

COMP provides various Infrastructure-as-a-Service (IAAS) solutions, some of which may require separate agreements. These additional terms must be accepted by both Parties to become enforceable.

Acceptance

The COMP and customer indicate their acceptance of the terms and conditions of this MSA by signature of the Customer Service Order form (SOF).

Fees, Billing, Refund, and Payment Terms

A. Customer shall pay all undisputed fees, costs, and charges set forth in this MSA and the Customer SOF for services provided during the term. COMP shall invoice Customer monthly.

B. Non-recurring charges are due in full prior to the Commencement Date. Monthly recurring charges and fees are due within thirty (30) days of Customer’s receipt of the invoice.

C. Customer shall provide COMP with accurate and complete account information and shall promptly update such information. Payments not received within thirty (30) days of the due date shall be subject to a late charge of one percent (1%) of the outstanding amount. Furthermore, all overdue amounts shall bear interest at the rate of two percent (2%) per month.

D. Customer must dispute an error to COMP, in writing, within forty-five (45) days of the issuance of receipt of the invoice. Undisputed fees will be paid on time.

E. All payments to COMP shall be made exclusively in United States Dollars (USD). Acceptable methods of payment include: (a) check or money order delivered via mail to the address specified for notices herein; or (b) electronic funds transfer, including but not limited to wire transfer, Automated Clearing House (ACH) transfer, or other electronic payment methods expressly authorized by COMP.

F. Customer acknowledges that delinquent payments may adversely impact its credit standing with COMP. In the event of delinquency, COMP reserves the right, at its sole discretion, to modify Customer’s payment terms. Such modifications may include, without limitation: (a) requiring a security deposit (either initially or increasing an existing deposit); (b) mandating automatic payment authorization; or (c) requiring advance payment for future services prior to provisioning.

G. If COMP requires a security deposit from Customer:
(a) COMP shall hold such deposit in its general operating accounts, and Customer acknowledges that funds may be commingled with COMP’s general assets;
(b) No interest shall accrue on the security deposit;
(c) COMP may draw upon the security deposit solely to satisfy any unpaid and past-due amounts owed by Customer under this Agreement;
(d) Customer shall promptly replenish the security deposit to its full required amount within ten (10) days following any draw by COMP; and
(e) COMP shall refund any remaining balance of the security deposit to Customer within sixty (60) days following the termination of this Agreement, provided Customer has satisfied all outstanding payment obligations to COMP.

H. Utility Providers may periodically adjust power delivery charges imposed on COMP. COMP shall pass through any such resulting increase in power delivery costs to Customer at cost, without markup. COMP shall use commercially reasonable efforts to provide Customer written notice of the impending rate increase as soon as reasonably practicable, provided, however, that in no event shall such notice be provided less than thirty (30) days prior to the effective date of the increased Utility Provider charges.

I. Reimbursement of Pre-Approved Expenses: Where Customer orders products or services from COMP that require COMP to incur third-party costs or expenses (“Pass-Through Expenses”), and such expenses are either: (a) pre-approved in writing by Customer; or (b) expressly specified as reimbursable in this MSA, Customer shall reimburse COMP for the actual and reasonable amount of such Pass-Through Expenses at cost, without markup. COMP shall invoice Customer for all reimbursable Pass-Through Expenses in the next regular monthly billing cycle following COMP’s payment of the underlying cost or expense, and such amounts shall be due according to the standard payment terms of this MSA.

J. Any credits issued to Customer’s account in accordance with the terms of the Service Level Agreement (SLA) may only be used as a credit toward future charges for services and may not be sold, converted to cash, or transferred. SLA credits expire on the termination or expiration of the MSA.

K. Taxes: All prices and fees specified in this MSA are exclusive of any taxes, duties, levies, imposts, or other governmental charges (including, without limitation, sales, use, value-added, goods and services, withholding, excise, customs, or import duties) (“Taxes”) arising from or attributable to the services provided hereunder. Customer shall be solely responsible for and shall pay all such Taxes, excepting only taxes levied on COMP’s net income. Where permitted or required by law, COMP may add applicable Taxes to its invoices, and Customer shall pay such amounts in accordance with the payment terms herein. Customer shall indemnify and hold COMP harmless from any liability (including penalties and interest) arising from Customer’s failure to pay Taxes as required by this Section.

L. License Fee Adjustments: COMP may adjust License Fees from time to time. Any such fee increase shall become effective only upon renewal at the end of the then-current Term, specifically on the annual anniversary of the Service Commencement Date specified in the applicable SOW.

M. Early Termination.
(a) Fee: If Customer terminates this Agreement prior to expiration of the Term (an “Early Termination”), Customer shall pay COMP an Early Termination Fee (“ETF”) equal to seventy-five percent (75%) of the total recurring fees that would have been payable for the remainder of the unexpired Term.

(b) Cancellation of Bare Metal Services: Termination of any Bare Metal Server or Bare Metal Cloud service during the Term shall immediately void all discounted pricing applicable to such service. Customer agrees that COMP shall recalculate all charges for such terminated service at COMP’s standard list rates, retroactive to the Service Commencement Date.

(c) Outstanding Obligations: Upon any termination, Customer shall immediately pay COMP:
    (i) all accrued but unpaid fees as of the termination date; and
    (ii) the ETF as calculated under subsection (a); and
    (iii) for terminated Bare Metal Services, the recalculated amounts under subsection (b).

N. Renewal Term. This Agreement shall automatically renew for successive periods equivalent to the initial Term (each a “Renewal Term”) unless either Party provides written notice of non-renewal to the other Party at least thirty (30) days prior to the expiration of the then-current Term.

Terms

A. Term and Commencement: This MSA shall remain effective during the initial term specified in each Service Order Form (“SOF”) and any duly executed Renewal Terms. The “Commencement Date” for the initial term of an SOF shall be:
(a) the date stated on such SOF; provided, however,
(b) if COMP fails to deliver services by such date due to causes within its reasonable control, the actual service delivery date shall become the new Commencement Date.
The duration of the initial term shall be explicitly set forth in the applicable SOF.

B. Where multiple services are ordered under a single Service Order Form (“SOF”):
  (a) Delivery Timing: Services may be delivered on distinct dates. The Commencement Date for each service shall be the actual date of full operational delivery.
  (b) Fee Adjustments: License Fees and other charges may be prospectively adjusted to reflect actual Commencement Dates, at COMP’s reasonable discretion.
  (c) Co-Terminus Expiration: Notwithstanding varied Commencement Dates, all services under the SOF shall terminate concurrently upon expiration of the Term.
  (d) Prepaid Fee Refund: For fees paid in advance, COMP shall refund the unused pro-rata portion attributable to the period following termination within forty-five (45) days of such termination.

C. Termination of MSA: Either Party may terminate this MSA without cause by providing the other Party at least thirty (30) days’ prior written notice before the expiration of the then-current Term. Such termination shall be effective upon the conclusion of the Term during which notice was given.

D. Post-Termination Obligations & Reserved Instance Billing:
(a) Facility Restoration: Upon expiration or termination of this Agreement, Customer shall surrender the Customer Area in substantially the same condition as existed on the Service Commencement Date, reasonable wear and tear excepted.

(b) Reserved Instance Commitments: Customer acknowledges that all Bare Metal Cloud reserved instance orders constitute binding commitments for the full initial Term. Fees shall be billed continuously throughout the Term regardless of deployment status or partial deletion.

(c) Irrevocability of Reservations: Deletion of a reserved instance does not constitute service cancellation. Customer remains obligated to pay all fees through the Term’s end, and the reserved capacity shall remain available for redeployment until expiration of the Term.

General Provisions

Governing Law & Compliance.
(a) Choice of Law: This MSA shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles, and applicable federal laws of the United States.

(b) Regulatory Compliance: Each Party shall comply with all applicable laws, regulations, and ordinances in the performance of its obligations hereunder.

Customer

Customer Obligations & Representations:

A: Data Compliance. Customer warrants that its collection, processing, storage, transfer, and disposal of End-User Personal Information shall at all times comply with:
  (i) all applicable data protection laws (including but not limited to GDPR, CCPA, and HIPAA where operative);
  (ii) U.S. federal and state privacy regulations; and
  (iii) industry-specific directives governing data sovereignty.

B: Facility Conduct. Customer shall not knowingly disrupt, interfere with, or compromise the operations of any third party occupying COMP facilities.

C: Equipment Title. Customer represents and warrants it holds valid title or legal authorization to all Customer Equipment utilized under this Agreement.

D: Intellectual Property. Customer shall not utilize COMP-provided services, facilities, or equipment to infringe, misappropriate, or otherwise violate the Intellectual Property Rights of any third party.

E: Prohibited Use. Customer expressly prohibits use of COMP services/facilities for:
  (i) life-critical systems where failure could cause death, bodily injury, or catastrophic damage;
  (ii) nuclear, aviation, or mass surveillance applications; or
  (iii) any activity violating UN Convention prohibitions.

F: Data Accountability. Notwithstanding COMP’s adherence to GDPR and Data Protection Act 2018 (where applicable), Customer bears sole responsibility for:
  (i) integrity, retention, and security of Customer Content;
  (ii) backup protocols and disaster recovery; and
  (iii) compliance with jurisdictional requirements governing data handling, including but not limited to security standards, privacy certifications, and lawful processing obligations for Customer and End-User data.

COMP Warranties & Obligations

A: Licensing Authority. COMP warrants it possesses all necessary rights, title, and authority to grant Customer the license to occupy and use the Customer Area for the purposes expressly set forth in this Agreement, the governing MSA, and all Addenda.

B: Continuing Rights. COMP covenants that throughout the Term, it shall maintain unimpaired legal capacity to grant and sustain the license referenced in Section A, including requisite rights to applicable portions of the COMP Facility.

C: Regulatory Compliance. COMP shall comply with all applicable federal, state, local, and international laws, regulations, and directives binding upon COMP in connection with service delivery under this Agreement.

D: SLA Adherence. COMP shall perform all Services in material conformity with the service levels specified in duly executed Service Level Agreements (“SLAs”) incorporated herein.

E: Physical Security. COMP shall implement and maintain commercially reasonable physical security measures to protect Customer Content, in no event less than prevailing industry standards for similar facilities. Customer acknowledges security does not extend to logical/network protections unless expressly stated in Exhibit B.

F: Lien Prohibition. COMP shall not knowingly permit any action by its agents, contractors, or affiliates that subjects Customer Assets or interests of Related Third Parties (including lenders) to liens, encumbrances, or claims arising under statute, common law, or contractual obligation.

G: Ownership Retention. All equipment, infrastructure, and fixtures installed by COMP in the Customer Area (“COMP Property”) shall remain the sole and exclusive property of COMP. No right, title, or interest in COMP Property shall transfer to Customer by implication, estoppel, or otherwise.

Disclaimer of Warranty

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COMP’S SERVICES AND FACILITIES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMP HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER STATUTORY, EXPRESS, OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

COMP DOES NOT WARRANT THAT:
(a) SERVICE OPERATIONS WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE;
(b) DEFECTS WILL BE CORRECTED TO CUSTOMER’S SATISFACTION; OR
(c) RESULTS OBTAINED THROUGH SERVICE USAGE WILL BE ACCURATE, RELIABLE, TIMELY, OR COMPLETE.

SOLE EXCEPTION TO THIS DISCLAIMER SHALL BE SERVICE LEVEL COMMITMENTS EXPLICITLY STATED IN DULY EXECUTED SLA ADDENDA, WHICH CONSTITUTE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR SERVICE FAILURES.

Limitation of Lability

EXCEPT FOR (A) BREACHES OF CONFIDENTIALITY OBLIGATIONS, (B) INDEMNIFICATION FOR THIRD-PARTY CLAIMS, OR (C) LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS, REVENUE, OR DATA) ARISING FROM OR RELATED TO:

  (i) BREACH OF ANY EXPRESS OR IMPLIED WARRANTY,
  (ii) BREACH OF CONTRACT,
  (iii) NEGLIGENCE,
  (iv) STRICT LIABILITY, OR
  (v) ANY OTHER LEGAL THEORY, WHETHER OR NOT FORESEEABLE AND REGARDLESS OF NOTICE.

IN NO EVENT SHALL EITHER PARTY’S AGGREGATE, CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO COMP FOR THE AFFECTED SERVICES DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE INITIAL EVENT GIVING RISE TO LIABILITY. THIS LIMITATION APPLIES NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

EACH PARTY EXPRESSLY ACKNOWLEDGES THAT:
(a) COMP HAS ESTABLISHED ITS PRICING STRUCTURE IN RELIANCE UPON THE LIMITATIONS OF LIABILITY, DAMAGE EXCLUSIONS, AND WARRANTY DISCLAIMERS SET FORTH IN THIS AGREEMENT;

(b) THESE PROVISIONS CONSTITUTE A MATERIAL INDUCEMENT FOR AND ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES; AND

(c) ALL LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS CONTAINED IN SECTIONS (LIABILITY CAP), (DAMAGES WAIVER), AND (WARRANTY DISCLAIMER) SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT AND REMAIN FULLY EFFECTIVE NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE.

A. Data Processing Scope. The Parties acknowledge COMP collects minimal Personal Data exclusively for Service delivery under this Agreement. COMP’s GDPR-Compliant Data Protection Policy (“DPP”), expressly incorporated herein by reference, prescribes mandatory standards for collection, handling, and storage of such data to ensure compliance with Regulation (EU) 2016/679 and implementing legislation.

B. Data Subject Rights.
(a) Access & Rectification: Upon verified request, COMP shall provide Data Subjects access to their Personal Data in COMP’s possession and shall correct inaccuracies without undue delay.
(b) Erasure: COMP shall permanently delete Personal Data when:
    (i) no longer necessary for Service delivery;
    (ii) retention is not required for regulatory reporting under Article 17(3) GDPR; and
    (iii) applicable retention periods have expired.

C. Contact Mechanism. Data Subjects may exercise rights under Articles 15-22 GDPR by contacting COMP’s designated contact point at DPO@computeman.net. COMP shall respond within timelines mandated by Article 12(3).

Use of Trade Names or Logos

Neither Customer nor COMP will use the trade name, trademark, logos, or symbols of the other without prior written consent of the other Party’s authorized representative.

Compliance with the Law & Emergency Authority

A. Response to Legal Process.
(a) COMP reserves the irrevocable right to comply with any valid:
    (i) judicial warrants;
    (ii) court orders;
    (iii) administrative subpoenas;
    (iv) lawfully issued summonses; and
    (v) other compulsory legal instruments (“Legal Demands”).

(b) Customer expressly authorizes COMP to consent to governmental access, search, seizure, or inspection upon COMP’s good-faith determination of legal validity.

B. Notification Protocol.
COMP shall exercise commercially reasonable efforts to notify Customer of Legal Demands within forty-eight (48) hours of service, provided such notification is not prohibited by law or court order. Failure to notify shall not:
(i) constitute a breach hereof; nor
(ii) impair COMP’s rights under this Section.

C. Access Restriction.
COMP may immediately suspend or terminate facility access for Customer and its representatives upon:
(a) service of search/seizure warrants; or
(b) receipt of binding governmental directives.

D. Emergency Powers.
COMP may partially or completely suspend facility operations (including Customer Areas) where it reasonably determines an emergency exists requiring compliance with:
(a) municipal, state, provincial, or federal emergency orders; or
(b) directives from authorized government officials exercising legitimate jurisdiction.

Notices

Written notices must be delivered by hand, mailed by registered or certified mail (return receipt requested, postage prepaid), or sent by overnight courier with proof of delivery (FedEx, UPS, etc.) to:

For COMP:

C/O Legal Department

1111B S Governors Ave STE 25210,

Dover, DE 19904. US

With a copy sent to support@computeman.net

For Customer:

All communications to Customer shall be sent to Customer contact information on Customer’s profile. Customer is responsible for ensuring all information is current and valid.

Priority of Documents & Execution Authority

A. Document Hierarchy. In the event of conflict between provisions of this MSA and related documents, the following order of precedence shall apply (highest to lowest):
  (a) Duly executed Service Order Forms (“SOFs”);
  (b) Valid amendments to such SOFs;
  (c) This Master Services Agreement;
  (d) Incorporated Addenda;
  (e) Policies expressly referenced herein (including Acceptable Use Policy, Privacy Agreement, and Service Level Agreements).

B. Binding Execution. By executing an SOF, Customer:
  (a) Affirmatively represents that its signatory possesses actual authority to bind Customer;
  (b) Acknowledges having reviewed this Agreement and all governing Addenda;
  (c) Irrevocably accepts all terms referenced in Section 1(e) as if fully set forth herein.

Acceptable Use Policy Incorporation & Enforcement

A. Binding Acceptance. All Customers of COMP, LLC (“COMP”) shall comply with the Acceptable Use Policies (“AUP”) annexed hereto as Exhibit A, which are expressly incorporated into this Agreement.

B. Modification Rights. COMP may modify the AUP to reflect:
(i) changes in applicable law or regulation; or
(ii) evolving industry standards.
Such modifications shall become effective thirty (30) days after electronic notice to Customer’s designated contact and posting at https://computeman.net/legal.

C. Purpose & Standards. The AUP:
    (i) defines prohibited uses of COMP’s services;
    (ii) is derived from statutory requirements and RFC-based internet conduct norms;
    (iii) protects COMP’s infrastructure, service quality, and goodwill.

D. Material Breach. Violation of the AUP constitutes material breach of this Agreement, entitling COMP to exercise all remedies under SectionTermination.

Security Protocols

A. Data Ownership & Backup. Customer retains exclusive ownership of all data processed through COMP’s infrastructure. Customer assumes sole responsibility for:
(a) Maintaining industry-standard backup copies of such data; and
(b) Ensuring data integrity during transfer operations.

B. Access Control. Customer shall:
  (a) Restrict account access to authorized personnel;
  (b) Implement commercially reasonable password safeguards;
  (c) Maintain file-level security controls commensurate with data sensitivity.

C. Credential Compromise. Upon notification of suspected credential compromise, COMP shall:
  (a) Immediately suspend affected accounts;
  (b) Issue replacement credentials within one (1) business day;
  (c) Provide forensic assistance per Section (Incident Response).

D. Unauthorized Access Disclaimer. COMP bears no liability for:
(a) Third-party access through compromised Customer credentials;
(b) Unauthorized usage occurring prior to formal breach notification.

E. Communication Security.
  (a) Customer acknowledges email transmission involves inherent security risks across intermediary networks;
  (b) Unencrypted email shall not be considered a secure communication medium;
  (c) Encrypted email security is limited to the cryptographic strength of the implemented solution.

Unacceptable Conduct

A. Unacceptable Conduct & Remedies.
(a) Immediate Suspension: The activities enumerated in Section B constitute material breaches permitting COMP to immediately suspend services pending investigation.

(b) Termination Consequences: Upon confirmation of violation, COMP may terminate all Customer accounts without refund.

(c) Third-Party Liability: Customer is strictly liable for compliance by its business affiliates. Failure to:
(i) compel cessation of non-compliant activities; or
(ii) sever relationships with non-compliant affiliates within thirty (30) days of written notice,
shall constitute independent grounds for termination without refund.

B. Prohibited Activities.
(a) Spamming/Harassment:
(i) Cross-posting identical/similar content to >20 newsgroups;
(ii) Persistent off-topic postings contrary to newsgroup charters;
(iii) Unsolicited bulk email (>25 recipients) provoking complaints;
(iv) Orchestrating prohibited activities through third-party providers to direct traffic to COMP-hosted resources.

(b) Targeted Abuse: Continued harassment of individuals after cease-and-desist demands.

(c) Email Bombing:
(i) High-volume unsolicited emails to individual accounts;
(ii) UBE campaigns advertising COMP-hosted resources.

(d) Identity Falsification: Impersonation of third parties across digital platforms (excluding IRC nicknames/anonymous remailers).

(e) Intellectual Property Violations:
(i) Unauthorized distribution of copyright/trademark/patent-protected materials;
(ii) Digital reproduction of copyrighted content without license;
(iii) Software piracy.

(f) System Intrusions:
(i) Unauthorized access to non-Customer accounts;
(ii) Knowingly accessing private data without consent;
(iii) Disruption of COMP infrastructure or user connectivity.

(g) Illegal Activities: Conduct violating applicable local, state, federal, or international statutes.

(h) Malicious Transactions: Patterned submissions from identical IP ranges with falsified credentials to compromise COMP systems.

Monitoring & Privacy Disclaimer

(a) COMP expressly reserves the right to monitor, intercept, and inspect:
    (i) all communications traversing its infrastructure;
    (ii) Customer-hosted environments; and
    (iii) any data processed through its facilities,
to ensure compliance with this AUP and the governing Agreement.

(b) Customer acknowledges COMP’s services:
(i) do not constitute a “secure communication medium” under 18 U.S.C. § 2510 et seq. (Electronic Communications Privacy Act); and
(ii) afford no reasonable expectation of privacy.

(c) COMP personnel are authorized to examine:
    (i) system accounting logs;
    (ii) network metadata; and
    (iii) operational records,
to investigate potential AUP violations, security incidents, or network integrity threats.

Cooperation with Law Enforcement

COMP shall cooperate with duly authorized law enforcement agencies and regulatory bodies investigating suspected violations of law occurring through its services, including but not limited to:
  (i) unlawful distribution of copyrighted or trademarked materials;
  (ii) possession or transmission of child sexual abuse material (CSAM);
  (iii) communications containing credible threats of violence; or
  (iv) other criminal acts under applicable federal, state, or international statutes.
Such cooperation shall be provided at COMP’s sole discretion and to the extent required by applicable legal process.

PII Disclosure Protocol & Judicial Deference

(a) Non-Disclosure Covenant: COMP shall not disclose Customer’s Personal Identifying Information (“PII”) to third parties absent:
    (i) valid court order issued under applicable jurisdictional standards;
    (ii) legally binding subpoena; or
    (iii) compulsory process issued pursuant to 18 U.S.C. § 2703(d).

(b) Validity Determination: Customer irrevocably agrees that COMP’s good-faith assessment of:
    (i) jurisdictional propriety;
    (ii) facial validity; and
    (iii) substantive compliance of legal demands,
    shall constitute conclusive determination absent manifest error.

(c) Notice Provision: Where not prohibited by law, COMP shall provide Customer notice of received legal demands within seventy-two (72) hours.