Master Services Agreement

1. Introduction And Acceptance

1.1 About These Terms. This Master Services Agreement (the "Agreement" or "MSA") sets forth the standard terms and conditions under which SynergyLynk LLC, a New Jersey limited liability company with its principal place of business at 1992 Morris Avenue, Suite 259, Union, New Jersey 07083 ("Provider," "SynergyLynk," "we," "us," or "our"), provides managed services, cloud services, colocation, managed hosting, managed security, backup, disaster recovery, network services, and related information technology consulting and professional services (collectively, the "Services") to its customers ("Client," "you," or "your"). Provider operates as a Managed Services Provider (MSP) and Cloud Services Provider (CSP).

1.2 Purpose. This Agreement establishes the general legal terms that govern Provider's relationship with each Client. The specific Services provided to a Client, along with associated deliverables, service levels, fees, and schedules, are set forth in one or more Service Orders or Statements of Work executed between Provider and Client. This Agreement, together with all applicable Service Orders and Statements of Work, constitutes the complete agreement between Provider and Client with respect to the Services.

1.3 Acceptance. Client accepts and is bound by this Agreement upon the earliest to occur of the following:

• (a) Client's execution of a Service Order or Statement of Work that references or incorporates this Agreement;
• (b) Client's use of, or access to, any of the Services;
• (c) Client's affirmative acceptance of this Agreement through Provider's onboarding process, whether by electronic signature, click-through acceptance, or comparable mechanism; or
• (d) Client's written acknowledgment, whether by email or otherwise, that Client has read, understood, and agrees to be bound by this Agreement.

Each individual accepting this Agreement on behalf of a Client entity represents and warrants that they have the authority to bind that entity.

1.4 Effective Date. This Agreement takes effect with respect to a particular Client on the date Client first accepts it in accordance with Section 1.3 (the "Effective Date" for that Client).

1.5 Modifications to These Terms. Provider may modify this Agreement from time to time as follows:

• (a) Non-material changes (such as clarifications, formatting corrections, changes required by Applicable Law, and updates to third-party references) may be made by Provider at any time by posting an updated version at synergylynk.com. Such changes take effect upon posting.
• (b) Material changes (including changes to fees policies, liability provisions, indemnification obligations, dispute resolution procedures, or the scope of Client obligations) will take effect no earlier than thirty (30) days after Provider provides written notice to Client (which may be by email to the notice address on file for Client) and, for existing Service Orders in their then-current term, only upon the next renewal of the applicable Service Order unless Client affirmatively accepts the modified terms sooner. Client's continued use of the Services following the effective date of a material change constitutes acceptance of the modified terms as of that date.

Prior versions of this Agreement will be available upon request. Where a Client's active Service Order references a specific version of this Agreement, that version will remain in effect for that Service Order for the duration of its then-current term.

2. Definitions

The following capitalized terms shall have the meanings ascribed to them:

• "Agreement" means this Master Services Agreement, together with all exhibits, Service Orders, and Statements of Work incorporated by reference.
• "Applicable Law" means all applicable federal, state, and local laws, statutes, rules, and regulations of the United States and any other relevant jurisdiction.
• "Client" means any person or entity that accepts this Agreement in accordance with Section 1.3.
• "Client Data" means all data, content, files, records, information, communications, and materials (including data of Client's End Users) that are provided, uploaded, stored, transmitted, or processed by or on behalf of Client through the Services.
• "Client Systems" means the software, hardware, networks, devices, credentials, and infrastructure owned, operated, or controlled by Client, including any applications running within a Cloud Environment provided by Provider.
• "Cloud Environment" means any public cloud, private cloud, hybrid cloud, colocation, or virtualized hosting environment operated or resold by Provider under this Agreement.
• "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.
• "Deliverables" means any reports, documentation, code, configurations, designs, or other work product prepared by Provider for Client under a Statement of Work.
• "End Users" means Client's employees, contractors, customers, users, subscribers, or any other third parties who access or use the Services through Client or interact with Client Data through the Services.
• "Force Majeure Event" means any event beyond a party's reasonable control, including acts of God, natural disasters, pandemic, governmental orders, war, terrorism, cyberattacks not attributable to the affected party, labor disputes, and failures of third-party infrastructure providers.
• "Personal Data" means any information relating to an identified or identifiable natural person that is processed under this Agreement, as defined by Applicable Law.
• "Provider Personnel" means Provider's employees, contractors, and agents engaged in delivering the Services.
• "Security Incident" means any confirmed unauthorized access to, acquisition of, or disclosure of Client Data occurring within the portion of the environment or systems for which Provider is responsible under Section 7.
• "Service Order" means a written commercial order form executed by Provider and Client describing specific recurring services, quantities, prices, and terms, and incorporating this Agreement by reference.
• "Services" means the managed services, cloud services, colocation, hosting, backup, security, professional services, and other services described in one or more Service Orders or Statements of Work executed under this Agreement.
• "Statement of Work" or "SOW" means a written document executed by Provider and Client describing project-based, one-time, or professional services engagements, including scope, deliverables, timeline, and fees.
• "Third-Party Services" means services, software, or infrastructure provided to Client by third parties, including public cloud providers, WAF and CDN providers, DNS providers, payment processors, software vendors, and telecommunications carriers, whether or not procured or resold by Provider.

3. Documents Comprising The Agreement

The complete agreement between Provider and Client consists of the following documents, listed in the order of precedence in the event of conflict (with the highest-priority document listed first):

• (a) the applicable Service Order or Statement of Work executed by Provider and Client, with respect to the Services described therein;
• (b) any Data Processing Addendum or similar addendum executed between Provider and Client;
• (c) this Master Services Agreement; and
• (d) the Acceptable Use Policy attached as Exhibit A and as updated from time to time by Provider.

Notwithstanding the foregoing order of precedence, no Service Order or Statement of Work may modify Sections 15 (Limitation of Liability), 16 (Indemnification), 25.1 (Governing Law), or 24 (Modifications) of this Agreement unless the modification is expressly identified as such and separately signed or acknowledged by an authorized officer of Provider.

4. Term, Renewal And Rate Adjustments

4.1 Term. This Agreement remains in effect with respect to a particular Client for so long as any Service Order or Statement of Work between Provider and Client is in effect, and thereafter with respect to any provisions that expressly survive termination. Client's acceptance of this Agreement does not itself obligate Client to purchase any Services; obligations arise only under executed Service Orders and Statements of Work.

4.2 Term of Service Orders. Unless otherwise specified in a Service Order, each Service Order shall have an initial term of twelve (12) months (the "Initial Order Term"), commencing on the service commencement date set forth in the Service Order.

4.3 Automatic Renewal. Upon expiration of the Initial Order Term, each Service Order shall automatically renew for successive twelve (12) month renewal terms (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.

4.4 Annual Rate Adjustment. Recurring fees set forth in each Service Order shall be subject to an increase of up to six percent (6%) upon each anniversary of the Service Order commencement date. Provider shall provide Client with no less than thirty (30) days' prior written notice of any such adjustment.

5. Services

5.1 Scope of Services. Provider shall provide to Client the Services described in each executed Service Order or Statement of Work. Services may include, without limitation, any combination of the following categories:

• (a) Managed hosting and colocation services, including provisioning and operation of virtual machines, dedicated servers, and physical rack space in Provider or Provider-partnered data centers;
• (b) Cloud services, including public cloud reselling and management (such as Microsoft Azure, Amazon Web Services, and Google Cloud), private cloud, and hybrid cloud environments;
• (c) Managed IT services, including remote monitoring and management, patch management, endpoint management, help-desk and user support, and IT administration;
• (d) Managed security services, including firewall management, Web Application Firewall (WAF) and Content Delivery Network (CDN) coordination, endpoint protection, security monitoring, vulnerability scanning, and incident response at the infrastructure and network layers;
• (e) Managed backup, business continuity, and disaster recovery services;
• (f) Managed network services, including firewalls, load balancing, DNS, and connectivity;
• (g) Migration services, including migration between cloud providers, from on-premises to cloud, or from one hosting environment to another; and
• (h) Professional services and consulting, including architecture, implementation, integration, project management, and advisory services.

The specific Services to be provided, the associated deliverables, service levels, quantities, prices, and other commercial terms shall be set forth in the applicable Service Order or Statement of Work.

5.2 Service Orders and Statements of Work. Client may from time to time engage Provider for additional or changed Services by executing a new Service Order or Statement of Work, or by amending an existing Service Order or Statement of Work by written mutual agreement. Each Service Order and Statement of Work shall be deemed a part of this Agreement and shall be governed by its terms.

5.3 Additional Resources and Change Requests. Any additional virtual machines, storage, network bandwidth, IP addresses, software licenses, professional services hours, or other resources requested by Client beyond those set forth in an existing Service Order or Statement of Work shall be billed separately at Provider's then-current standard rates and shall be added by written amendment or by execution of a new Service Order or Statement of Work.

5.4 Services Not Included. Unless expressly included in a Service Order or Statement of Work, the Services do not include, and Provider shall have no obligation to provide:

• (a) application-layer administration, development, or support for Client's applications, including software installed within any Cloud Environment (such as WordPress, XenForo, or any other Client-selected software), including core software upgrades, plugin or theme installation, custom development, or content management;
• (b) end-user support directly to Client's End Users;
• (c) moderation, review, curation, or takedown of Client Data or user-generated content;
• (d) compliance certifications, audit responses, or attestations relating to Client's regulatory obligations (including PCI DSS, HIPAA, SOC, GDPR, CCPA, or similar frameworks);
• (e) legal, tax, regulatory, financial, or investment advice;
• (f) implementation or operational involvement in cryptocurrency wallets, custody, key management, or payment-processing services except pursuant to a specific Statement of Work;
• (g) major operating system, database, or middleware version upgrades requiring maintenance windows and regression testing, except pursuant to a specific Statement of Work; and
• (h) any service, task, or deliverable not expressly described in a Service Order or Statement of Work.

5.5 Change Management. Provider will follow reasonable change management practices for maintenance and configuration changes affecting the Services. Scheduled maintenance shall be performed during off-peak hours where practicable, with reasonable prior notice. Emergency changes required to preserve the security or availability of the Services may be performed at any time with such notice as is reasonably practicable under the circumstances.

6. Service Levels

6.1 Service Level Commitments. Where a Service Order expressly sets forth service level commitments (including availability targets, response targets, or service credits), Provider shall use commercially reasonable efforts to meet such commitments. Where a Service Order does not set forth explicit service level commitments, Provider shall use commercially reasonable efforts to deliver the Services in a manner consistent with generally accepted industry standards for comparable managed services.

6.2 Default Response Targets. Unless otherwise specified in a Service Order, Provider shall use commercially reasonable efforts to meet the following default response targets during Business Hours (Monday through Friday, 9:00 AM to 6:00 PM U.S. Eastern Time, excluding federally recognized U.S. holidays), with best-effort response outside Business Hours for P1 incidents:

• P1 — Urgent (complete outage or critical impact): acknowledgment within one (1) hour; commencement of remediation within two (2) hours;
• P2 — High (significant degradation): acknowledgment within four (4) hours; commencement of remediation within one (1) Business Day;
• P3 — Normal (standard operational request): acknowledgment within one (1) Business Day; completion within two (2) to three (3) Business Days; and
• P4 — Low (advisory or documentation): acknowledgment within two (2) Business Days; completion as scheduled.

6.3 Exclusions. Service level commitments and response targets exclude: (a) Scheduled Maintenance; (b) Force Majeure Events; (c) issues caused by Client, Client Data, Client Systems, Client applications, or Third-Party Services outside Provider's managed scope; (d) issues caused by Client's failure to comply with its obligations under this Agreement; and (e) DDoS or similar hostile events, subject to Provider's reasonable mitigation efforts.

7. Shared Responsibility Model

7.1 Provider Responsibility ("Security of the Cloud"). Provider is responsible for the security, availability, and operation of the infrastructure and managed services layer used to deliver the Services, which includes: (a) the physical data center facilities used by Provider, including power, cooling, and physical security; (b) the physical servers, storage systems, and network equipment underlying the Services; (c) the virtualization layer and hypervisors operated by Provider; (d) network infrastructure at the hosting boundary; (e) the operation and integrity of any managed backup services expressly included in a Service Order; and (f) the delivery of the recurring managed services described in the applicable Service Order.

7.2 Client Responsibility ("Security in the Cloud"). Client is solely responsible for all activities and content within its portion of the environment, which includes: (a) all Client Data and all Client Systems; (b) all application software installed within any Cloud Environment (including operating systems above the hypervisor layer where the Service Order allocates OS-level responsibility to Client, applications, plugins, add-ons, and customizations); (c) application-layer security, access controls, and user authentication; (d) application-layer patching, updates, and vulnerability remediation; (e) classification, encryption, and lifecycle management of Client Data and any Personal Data processed by Client's applications; (f) compliance with all Applicable Law relating to Client's business, End Users, and activities; (g) enforcement of acceptable use against End Users; (h) verification of backup adequacy at the application layer and validation of restore operations; and (i) all interactions with third-party payment processors, financial institutions, or other Third-Party Services engaged by Client.

7.3 Shared Responsibilities. The following responsibilities require coordination between the parties: incident response and investigation; Security Incident notification; capacity planning and scaling decisions; and change management impacting availability or performance of the Services.

7.4 Alignment with Public Cloud Frameworks. This Shared Responsibility Model is intended to align conceptually with industry-standard public cloud responsibility frameworks (such as those published by Amazon Web Services and Microsoft Azure), implemented within Provider's managed services and hosting environments. Where Services involve Third-Party Services, allocation of responsibility between Provider and Client shall be consistent with the underlying vendor's published shared responsibility model for those Third-Party Services.

8. Fees, Invoicing And Payment

8.1 Fees. Client shall pay Provider the fees set forth in each Service Order and Statement of Work. Recurring fees shall be invoiced monthly in advance unless otherwise specified. One-time fees shall be invoiced as set forth in the applicable Service Order or Statement of Work.

8.2 Payment Terms. Unless otherwise specified in a Service Order, Client shall pay all invoiced amounts within thirty (30) calendar days of the invoice date (the "Payment Due Date"). All payments shall be made in United States Dollars via ACH transfer, wire transfer, or credit card (subject to applicable processing surcharges).

8.3 Late Payment. Amounts not received by the Payment Due Date shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by Applicable Law, whichever is lower. Provider may suspend the Services upon fifteen (15) days' written notice if any invoice remains unpaid beyond thirty (30) days after the Payment Due Date.

8.4 Disputed Invoices. Client shall notify Provider in writing of any good-faith dispute regarding any invoiced amount within ten (10) business days of receipt of the applicable invoice. The parties shall use commercially reasonable efforts to resolve disputes within twenty (20) business days. Undisputed portions of invoices remain due and payable.

8.5 Taxes. Fees are exclusive of all applicable federal, state, local, and foreign taxes and similar governmental assessments (including sales, use, and value-added taxes, collectively "Taxes"), other than taxes imposed on Provider's net income. Client shall be responsible for the payment of all applicable Taxes.

8.6 Pass-Through Fees. Where Services include Third-Party Services procured or resold by Provider on Client's behalf (including public cloud consumption, software licenses, telecommunications, and third-party WAF, CDN, or security tools), Provider may pass through the cost of such Third-Party Services to Client, either at cost or at Provider's then-standard markup as disclosed in the applicable Service Order.

8.7 No Refunds Upon Termination for Convenience. Except in the case of termination by Client for cause pursuant to Section 23.1, all fees paid by Client are non-refundable, and termination during any term shall not entitle Client to a refund of prepaid fees.

9. Client Representations And Covenants

Client represents, warrants, and covenants to Provider as follows:

9.1 Authority and Ownership. Client has the full corporate power and authority to accept and be bound by this Agreement, and Client owns or has all necessary rights, licenses, and consents to all Client Data and Client Systems used with the Services.

9.2 Lawful Use. Client shall not use, and shall not permit any End User to use, the Services to store, transmit, publish, or facilitate any content or activity that: (a) violates any Applicable Law; (b) infringes the intellectual property rights, privacy rights, publicity rights, or other rights of any person or entity; (c) constitutes child sexual abuse material (CSAM) or exploits minors in any manner; (d) constitutes unlawful harassment, defamation, threats, or incitement to violence; (e) constitutes malware, spyware, ransomware, or other malicious code; (f) is used for unsolicited bulk email, phishing, or credential harvesting; (g) is used to facilitate fraud, money laundering, terrorism financing, or sanctions evasion; or (h) violates the Acceptable Use Policy attached as Exhibit A or as posted from time to time at Provider's website.

9.3 User-Generated Content. To the extent Client operates online services that host user-generated content (including forums, comment sections, review platforms, and social features), Client acknowledges and covenants that: (a) Client is responsible for compliance with Section 230 of the Communications Decency Act (47 U.S.C. § 230), the Digital Millennium Copyright Act (17 U.S.C. § 512), and all comparable laws; (b) Client shall implement appropriate terms of service, community guidelines, and moderation procedures; (c) Client shall designate agents and maintain takedown procedures as required by law; and (d) Provider has no obligation to review, moderate, or take action with respect to any Client Data or user-generated content.

9.4 Regulated Activity. To the extent Client engages in regulated activity through the Services, including without limitation payment processing, financial services, cryptocurrency or digital-asset activity, healthcare services, insurance services, gaming, or activities subject to state or federal licensing, Client is solely responsible for compliance with all Applicable Law governing such activity, including without limitation PCI DSS, the Bank Secrecy Act, HIPAA, applicable state money transmitter and consumer-protection laws, and any cryptocurrency-specific regulations issued by federal or state authorities. Provider is not a payment processor, money transmitter, money services business, financial institution, healthcare covered entity, or licensed operator of any regulated business, and Client shall not treat Provider as a fiduciary, custodian, or agent with respect to any funds, digital assets, or regulated data.

9.5 Notice and Cooperation. Client shall promptly notify Provider in writing of any: (a) subpoena, court order, or governmental investigation seeking Client Data or Provider's cooperation; (b) Security Incident within Client's portion of the environment; or (c) claim by any End User or third party asserting rights or damages arising from Client Data or Client's use of the Services.

10. Acceptable Use Policy

Client shall comply, and shall cause its End Users to comply, with Provider's Acceptable Use Policy attached as Exhibit A, as updated by Provider from time to time upon reasonable notice. Provider reserves the right to suspend or restrict access to the Services, or to remove specific offending content or resources, without prior notice where: (a) continued operation poses an imminent risk to the integrity, security, or availability of Provider's infrastructure or other Provider customers; (b) Client or any End User is engaged in activity that violates Applicable Law or the Acceptable Use Policy; (c) Provider has received a valid legal demand requiring such action; or (d) Provider has a good-faith belief that immediate action is necessary to preserve Provider's legal position or that of any third party. Provider shall use commercially reasonable efforts to notify Client of any such suspension as promptly as practicable.

11. Confidentiality

11.1 Mutual Confidentiality. Each party ("Receiving Party") agrees to hold in strict confidence all Confidential Information of the other party ("Disclosing Party") and to use such Confidential Information solely to exercise its rights and perform its obligations under this Agreement. Each party shall protect the other party's Confidential Information with at least the same degree of care as it uses to protect its own confidential information of like importance, but in no event less than reasonable care.

11.2 Exceptions. The confidentiality obligations shall not apply to information that: (a) is or becomes publicly available through no act or omission of the Receiving Party; (b) was rightfully known without restriction prior to disclosure; (c) is independently developed without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by Applicable Law or governmental authority, provided the Receiving Party provides prompt written notice where legally permitted and reasonable cooperation in seeking a protective order.

11.3 Survival. The obligations of confidentiality shall survive the expiration or termination of this Agreement for a period of three (3) years, and indefinitely with respect to trade secrets.

12. Data Protection And Security

12.1 Ownership of Client Data. As between the parties, Client retains all right, title, and interest in and to Client Data. Provider shall not access, use, disclose, or transfer Client Data except: (a) as necessary to provide the Services or as reasonably requested by Client; (b) as required by Applicable Law; or (c) as reasonably necessary to protect the security, integrity, or availability of Provider's infrastructure or its other customers.

12.2 Security Program. Provider shall maintain a written information security program with administrative, technical, and physical safeguards designed to protect Client Data against unauthorized access, use, or disclosure, consistent with generally accepted industry standards for managed services providers of comparable size and scope. Such measures shall include, at a minimum: (a) access controls limiting Provider Personnel access to Client Data on a need-to-know basis; (b) encryption of Client Data in transit over public networks; (c) network segmentation and firewall controls; (d) vulnerability management and patch management for Provider-managed systems; (e) logging and monitoring of Provider-managed systems; and (f) documented incident response procedures.

12.3 Sub-Processors and Third-Party Services. Provider may engage subcontractors and Third-Party Services in the delivery of the Services (including data center providers, public cloud providers, backup software vendors, monitoring services, and security tools). Provider shall remain responsible for the acts and omissions of its subcontractors performing Services on Provider's behalf. Provider is not responsible for the acts, omissions, or performance of Third-Party Services procured directly by Client or of any vendor Client instructs Provider to engage.

12.4 Personal Data. To the extent Provider processes Personal Data on behalf of Client, Client shall be the "controller" (or equivalent role under Applicable Law) and Provider shall be the "processor" (or equivalent role). The parties shall, upon request of either party, execute a mutually agreed Data Processing Addendum consistent with the requirements of Applicable Law. Client shall have sole responsibility for the lawful basis of processing, consent management, data subject rights response, and privacy notices to End Users.

12.5 Security Incident Notification. Provider shall notify Client without undue delay, and in any event within seventy-two (72) hours, of becoming aware of any confirmed Security Incident affecting the portion of the environment for which Provider is responsible under Section 7.1. Notification shall include, to the extent then known: (a) the nature of the incident; (b) the categories and approximate volume of data reasonably believed affected; and (c) remediation measures being taken. Client shall be responsible for any notifications to End Users, regulators, or other third parties arising from a Security Incident.

12.6 Data Return and Deletion. Upon termination of a Service Order or of this Agreement, Provider shall, at Client's written request submitted within thirty (30) days following the effective date of termination, make Client Data available to Client for retrieval by reasonable means for a period of up to thirty (30) additional days, subject to payment of any reasonable retrieval or professional services fees. Thereafter, or in the absence of a timely retrieval request, Provider shall delete or destroy Client Data in accordance with Provider's standard practices, except to the extent retention is required by Applicable Law.

13. Intellectual Property

13.1 Provider IP. All methodologies, processes, tools, software, scripts, templates, documentation, and know-how developed or utilized by Provider in connection with the Services, including all Provider trade secrets and pre-existing intellectual property, shall remain the exclusive property of Provider. Nothing in this Agreement transfers any ownership interest in Provider's intellectual property to Client, other than a limited, non-exclusive license to use Deliverables specifically delivered to Client as expressly set forth in a Statement of Work.

13.2 Client IP. All Client Data and all intellectual property owned by Client independent of this Agreement shall remain the exclusive property of Client. Client hereby grants Provider a limited, non-exclusive, non-transferable, worldwide, royalty-free license to access, host, process, transmit, back up, and otherwise handle Client Data solely to provide the Services during the Term.

13.3 Feedback. Any suggestions, comments, or feedback provided by Client to Provider regarding the Services ("Feedback") shall be owned by Provider, and Provider may use such Feedback for any purpose without obligation or compensation to Client.

14. Warranties And Disclaimers

14.1 Mutual Authority. Each party represents and warrants that: (a) it has full corporate power and authority to enter into this Agreement and perform its obligations; and (b) its acceptance and performance of this Agreement do not violate any other agreement to which it is a party.

14.2 Provider Service Warranty. Provider warrants that the Services shall be performed in a professional and workmanlike manner consistent with industry standards for comparable managed services. Client's exclusive remedy for any breach of this warranty shall be Provider's re-performance of the deficient Services at no additional charge.

14.3 Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 14, PROVIDER PROVIDES THE SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS AND EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO: (A) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE; (C) WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY INFORMATION OBTAINED THROUGH THE SERVICES; AND (D) WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

14.4 Cybersecurity Disclaimer. Client acknowledges that no managed services engagement can guarantee absolute prevention of security incidents, data breaches, cyberattacks, or hostile events. Provider does not represent or warrant that the Services will prevent all unauthorized access to, interception of, or corruption of Client Data. Provider's obligation is limited to the application of industry-reasonable practices in the delivery of the Services.

14.5 Third-Party Services Disclaimer. PROVIDER SHALL NOT BE LIABLE FOR ANY FAILURE, DEGRADATION, OUTAGE, SECURITY BREACH, DATA LOSS, OR OTHER ADVERSE EVENT ARISING FROM OR ATTRIBUTABLE TO ANY THIRD-PARTY SERVICES, INCLUDING PUBLIC CLOUD PROVIDERS, WAF AND CDN PROVIDERS, DNS PROVIDERS, PAYMENT PROCESSORS, TELECOMMUNICATIONS CARRIERS, OR ANY OTHER THIRD-PARTY VENDOR. PROVIDER'S REMEDIES AND OBLIGATIONS WITH RESPECT TO THIRD-PARTY SERVICES ARE LIMITED TO THOSE AVAILABLE UNDER THE APPLICABLE VENDOR AGREEMENTS.

15. Limitation Of Liability

NOTICE. THE PROVISIONS OF THIS SECTION 15 ALLOCATE RISKS BETWEEN THE PARTIES AND FORM AN ESSENTIAL BASIS OF THE BARGAIN. THE FEES REFLECT THESE RISK ALLOCATIONS AND PROVIDER WOULD NOT PROVIDE THE SERVICES AT THE FEES SET FORTH IN ANY SERVICE ORDER WITHOUT THESE LIMITATIONS.

15.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROVIDER, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY: (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (B) LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITIES, OR ANTICIPATED SAVINGS; (C) LOSS OR CORRUPTION OF DATA OR CLIENT CONTENT; (D) COST OF PROCUREMENT OF SUBSTITUTE SERVICES; (E) DAMAGES ARISING FROM CLIENT DATA, USER-GENERATED CONTENT, ONLINE TRANSACTIONS, OR REGULATED ACTIVITY; OR (F) DAMAGES ARISING FROM CLAIMS BY END USERS OR OTHER THIRD PARTIES; ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR ANY OTHER THEORY, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Aggregate Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER'S TOTAL AGGREGATE LIABILITY TO CLIENT ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF RECURRING FEES ACTUALLY PAID BY CLIENT TO PROVIDER DURING THE THREE (3)-MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM OR EVENT GIVING RISE TO SUCH LIABILITY.

15.3 Failure of Essential Purpose. The limitations of liability set forth in this Section 15 shall apply notwithstanding the failure of any limited or exclusive remedy set forth in this Agreement.

16. Indemnification

16.1 Client Indemnification. Client shall defend, indemnify, and hold harmless Provider and its members, managers, officers, employees, agents, contractors, affiliates, successors, and assigns (collectively, "Provider Indemnitees") from and against any and all third-party claims, demands, actions, suits, proceedings, losses, liabilities, damages, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys' fees and expert fees) (collectively, "Losses") arising out of or relating to:

• (a) Client Data or any user-generated content posted, uploaded, transmitted, or generated by any End User, including claims of defamation, invasion of privacy, right of publicity, intellectual property infringement, indecency, or violation of Applicable Law;
• (b) Client's operation of online forums, user-generated content platforms, or interactive services, including claims under 47 U.S.C. § 230, 17 U.S.C. § 512, or comparable laws;
• (c) Client's payment processing, financial services, cryptocurrency, or other regulated activity, including claims under federal or state financial-services laws;
• (d) Client's violation of any Applicable Law;
• (e) any Security Incident occurring within Client's portion of the environment under Section 7.2, including incidents caused by application vulnerabilities, plugin or theme defects, credential compromise on Client's end, or End User activity;
• (f) Client's breach of any representation, warranty, covenant, or obligation set forth in this Agreement;
• (g) the negligence, willful misconduct, or fraud of Client, its personnel, contractors, agents, or End Users; and
• (h) any tax obligation attributable to Client's use of the Services.

16.2 Provider Indemnification. Provider shall defend, indemnify, and hold harmless Client and its officers, directors, employees, and agents from Losses arising out of any third-party claim that Provider's methodologies, tools, or documentation developed by Provider and used in the delivery of the Services infringe any United States patent, copyright, or trademark, provided that Client: (a) promptly notifies Provider in writing; (b) permits Provider to control the defense and settlement; and (c) reasonably cooperates in the defense. This obligation shall not apply to any claim arising from Client Data, Client-provided materials, Third-Party Services, or Client's modification of Provider's deliverables.

16.3 Indemnification Procedure. The indemnified party shall: (a) promptly notify the indemnifying party in writing of the claim; (b) provide the indemnifying party with sole control of the defense and settlement (provided the indemnifying party shall not settle any claim requiring an admission of wrongdoing by, or imposing any non-monetary obligation on, the indemnified party without such party's prior written consent, not to be unreasonably withheld); and (c) reasonably cooperate at the indemnifying party's expense.

17. Insurance

Provider shall maintain, at its own expense, commercially reasonable insurance coverage appropriate to its business, including commercial general liability, professional liability (errors and omissions), and cyber liability insurance. Upon Client's written request, Provider shall provide certificates of insurance evidencing such coverage. Client shall maintain, at its own expense, appropriate insurance coverage for its own business, operations, End Users, and Client Data.

18. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent caused by a Force Majeure Event, provided that: (a) the affected party promptly notifies the other party in writing; (b) the affected party uses commercially reasonable efforts to mitigate and resume performance; and (c) the Force Majeure Event is not attributable to the affected party's acts or omissions. If a Force Majeure Event prevents Provider from delivering the Services for more than thirty (30) consecutive days, either party may terminate the affected Service Order upon written notice.

19. Assignment

Client may not assign or transfer this Agreement, in whole or in part, or any rights or obligations hereunder, whether by operation of law, merger, change of control, or otherwise, without the prior written consent of Provider (not to be unreasonably withheld). Provider may assign this Agreement in connection with a merger, acquisition, consolidation, or sale of all or substantially all of its assets upon written notice to Client. Any purported assignment in violation of this Section shall be null and void.

20. Notices

Notices to Provider under this Agreement shall be sent to:

SynergyLynk LLC, Attn: Legal Notices, 1992 Morris Avenue, Suite 259, Union, New Jersey 07083, with a copy by email to [email protected].

Notices to Client shall be sent to the notice address set forth in Client's applicable Service Order or, if no such address is specified, to the primary contact email address on file for Client with Provider.

Notices shall be deemed delivered: (a) upon personal delivery; (b) one (1) business day after deposit with a nationally recognized overnight courier with tracking; (c) three (3) business days after deposit in the United States mail, certified or registered, return receipt requested; or (d) upon electronic mail transmission with confirmation of successful transmission.

21. Independent Contractors

The relationship between Provider and Client is that of independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, franchise, or fiduciary relationship. Neither party has authority to bind the other or to make representations or commitments on the other's behalf.

22. Publicity And Marketing

Provider may include Client's name and logo in Provider's customer lists and general marketing materials describing Provider's business, subject to Client's reasonable brand guidelines and Client's right to withdraw such consent upon thirty (30) days' written notice. Neither party shall issue press releases, case studies, or other public statements identifying the other party without the other party's prior written consent.

23. Termination

23.1 Termination for Cause. Either party may terminate this Agreement or any affected Service Order for cause upon thirty (30) days' prior written notice if the other party materially breaches any provision and fails to cure such breach within such notice period.

23.2 Termination for Non-Payment. Provider may suspend the Services and/or terminate any affected Service Order upon fifteen (15) days' written notice if Client fails to cure any payment default within such fifteen (15) day cure period.

23.3 Termination for Insolvency. Either party may terminate this Agreement immediately upon written notice if the other party: (a) makes an assignment for the benefit of creditors; (b) becomes the subject of any voluntary or involuntary bankruptcy, receivership, or similar proceeding not dismissed within sixty (60) days; or (c) ceases to conduct business in the ordinary course.

23.4 Early Termination for Convenience. In the event of early termination by Client for convenience during any Service Order term (that is, for any reason other than Provider's uncured material breach), Client shall remain liable for all fees due for the remainder of the then-current term of each affected Service Order as liquidated damages, and not as a penalty, in recognition of Provider's reserved capacity commitments. Such amount shall be immediately due and payable upon the effective date of termination.

23.5 Effect of Termination. Upon expiration or termination: (a) all rights granted to Client shall immediately terminate; (b) Provider shall use commercially reasonable efforts to assist Client in transitioning away from the Services for a period of up to thirty (30) days, at Provider's then-standard professional services rates and subject to payment in full of outstanding amounts; (c) Client Data shall be handled in accordance with Section 12.6; and (d) all payment obligations accrued prior to termination shall survive.

24. Modifications To This Agreement

Provider may modify this Agreement in accordance with Section 1.5. Modifications specific to a particular Client (including terms modifying the standard Agreement as it applies to that Client) may be effected only through a written amendment or through terms expressly set forth in a Service Order or Statement of Work signed by an authorized representative of Provider. No purchase order, acknowledgment form, or other document issued by Client shall modify this Agreement, and Provider's acceptance of any such document is solely for administrative convenience and shall not be deemed to modify this Agreement.

25. General Provisions

25.1 Governing Law, Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of laws principles, and, where applicable, the federal laws of the United States. Client and Provider irrevocably consent to the exclusive personal jurisdiction and venue of the state and federal courts located in Union County, New Jersey for the resolution of any dispute arising out of or related to this Agreement.

25.2 Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

25.3 Dispute Resolution. Prior to initiating any legal proceeding (other than for injunctive relief), the parties shall attempt in good faith to resolve any dispute through escalated management discussions for a period of not less than thirty (30) days following written notice of the dispute. In any action to enforce this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

25.4 Entire Agreement. This Agreement, together with all Exhibits, Service Orders, and Statements of Work executed hereunder, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, proposals, and communications, whether oral or written.

25.5 Severability and Waiver. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to render it enforceable, and the remaining provisions shall continue in full force. No failure or delay in exercising any right shall operate as a waiver.

25.6 No Third-Party Beneficiaries. This Agreement is entered into for the sole benefit of Provider and Client and their permitted successors and assigns, and confers no rights, remedies, or benefits upon any third party.

25.7 Electronic Signatures and Records. The parties consent to the use of electronic signatures and electronic records to execute and maintain this Agreement, any Service Orders, and any Statements of Work, in accordance with the Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Uniform Electronic Transactions Act (UETA).

25.8 Survival. The following Sections shall survive expiration or termination: Sections 8 (accrued fees), 9, 11, 12, 13, 14, 15, 16, 20, 23.5, and 25.

Exhibit A. Acceptable Use Policy

This Acceptable Use Policy ("AUP") governs the use of the Services and is incorporated by reference into the Master Services Agreement. Provider may update this AUP from time to time upon reasonable notice to Client.

1. Prohibited Content and Activity

Client and Client's End Users shall not use the Services to store, transmit, publish, host, or facilitate:

• any content or activity that violates Applicable Law;
• content that infringes the intellectual property, privacy, or other rights of any person or entity;
• child sexual abuse material (CSAM) or any content that exploits, endangers, or sexualizes minors;
• unlawful threats, harassment, defamation, hate speech, or incitement to violence;
• malware, viruses, worms, trojans, ransomware, spyware, or other malicious code;
• phishing, credential harvesting, or impersonation of any person, brand, or entity;
• unsolicited bulk email (spam), unauthorized commercial messages, or violations of the CAN-SPAM Act or comparable law;
• port scanning, denial-of-service attacks, brute-force attacks, or any activity intended to disrupt or degrade the Services or any third party's systems;
• unauthorized attempts to access, probe, or interfere with any system, network, data, or account not belonging to Client;
• fraud, deceptive practices, money laundering, terrorism financing, sanctions evasion, or securities fraud;
• any activity that violates the terms of service of any Third-Party Services procured through Provider (including public cloud providers).

2. Network and Resource Use

• Client shall not use the Services in a manner that consumes disproportionate infrastructure resources or degrades the experience of Provider's other customers.
• Client shall not resell, redistribute, or provide the Services to third parties except as expressly permitted in a Service Order.
• Client shall not attempt to reverse-engineer, decompile, or otherwise probe the internals of Provider's infrastructure or tooling.

3. Security Practices

• Client shall use reasonable care to protect credentials and access to the Services.
• Client shall promptly notify Provider of any known or suspected compromise of Client credentials or of Client Data.
• Client shall maintain industry-appropriate security practices at the application layer.

4. Enforcement

Violations of this AUP may result in suspension of the Services, removal of offending content, termination for cause under Section 23.1 of the Master Services Agreement, and reporting to law enforcement or affected third parties. Provider reserves the right to investigate suspected violations and to cooperate with legal authorities in any investigation.

5. Reporting

To report a suspected AUP violation, contact Provider at [email protected].