Master Services Agreement

This Master Services Agreement ("Agreement") governs the business relationship between 215, LLC d/b/a 2Fifteen Tech ("2Fifteen Tech," "we," "us," or "our") and the entity accepting a Quote as defined below ("Client," "you," or "your"). This Agreement covers our provision of professional information technology services. Please read this document carefully and retain a copy for your records.

1. Scope

1.1 Context

Throughout this Agreement, references to "Client," "you," or "your" mean the entity who has accepted a quote, proposal, service order, or similar document (electronic or otherwise) from 2Fifteen Tech. We refer collectively to these documents as a "Quote," although actual titles may vary.

1.2 Scope of Services

This is a "master" agreement. Specific services are not listed here but will be described in a Quote (collectively, "Services"). The scope of our engagement is limited to services expressly listed in a Quote. All other services, projects, and related matters are out-of-scope ("Out of Scope Services") and will not be provided unless we expressly agree in writing.

In addition to a Quote, Services are also defined and governed under a "Services Guide." Our Services Guide provides important binding details including:

• How Services are provided/delivered
• Service levels applicable to the Services
• Additional payment terms/obligations
• Auto-renewal terms for the Services

Please read both the Quote and Services Guide before accepting. If you have questions about either document or this Agreement, please contact us before signing the Quote.

1.3 Version

Each Quote will be governed under the version of this Agreement in place as of the date you accept the Quote. Please check the "last updated" date at the bottom of this document when you accept a Quote.

1.4 Conflicts

Quote provisions govern over conflicting terms in this Agreement and the Services Guide. This allows us to craft solutions to meet your needs by making applicable changes in the Quote. Conflicts between the Services Guide and this Agreement will be interpreted in favor of the Services Guide.

1.5 Third Party Providers/Services

Some services are provided directly by our personnel (such as installing software agents or equipment). Other services are provided by third party providers, often called "upstream providers." We refer to these as "Third Party Providers" and their services as "Third Party Services."

Third Party Services may include:

• Help desk services
• Malware detection and remediation
• Firewall and endpoint security services
• Backup and disaster recovery solutions
• Network monitoring software

1.5.1 Selection

As your managed IT provider, we select Third Party Providers appropriate for your managed environment ("Environment") and facilitate the provision of Third Party Services to you. Not all Third Party Services will be expressly identified, and we reserve the right to change Third Party Providers at our discretion as long as the change does not materially diminish the Services we are obligated to provide.

1.5.2 Reseller

We are resellers of Third Party Services and do not provide them directly. We are not responsible for any defect, omission, or failure of any Third Party Service or Provider. Third Party Services are provided "as is." If an issue arises, we will endeavor to provide a reasonable workaround; however, we do not guarantee that any particular workaround will be available or achieve any particular result.

1.5.3 Price Increases

We reserve the right to pass through any increases in costs charged by Third Party Providers ("Pass Through Increases"). We cannot predict whether such increases will occur, but we will endeavor to provide as much advance notice as reasonably possible.

2. Implementation

2.1 Advice & Instructions

From time to time, we may provide specific advice and directions related to the Services ("Advice"). Examples include increasing server capacity, replacing obsolete equipment, or requesting that you refrain from acts that disrupt the Environment or make it less secure.

You are strongly advised to promptly follow our Advice, which may require additional purchases at your sole cost. We are not responsible for problems caused by your failure to promptly follow our Advice. If your failure makes Services economically or technically unreasonable, we may terminate the applicable Services For Cause or adjust the scope to exclude affected portions of the Environment.

Unless specifically stated in writing, services required to remediate issues caused by failure to follow our Advice, or your unauthorized modification of the Environment, are out-of-scope.

2.1.1 Co-Management

In co-managed situations (where you have designated other vendors or "Co-Managed Providers" to provide overlapping services), we will endeavor to implement Services efficiently. However, (a) we are not responsible for acts or omissions of Co-Managed Providers, and (b) if a Co-Managed Provider's determination differs from ours, we will yield to their determination and bring that to your attention.

2.1.2 Prioritization

All Services will be implemented on a schedule as we determine reasonable and necessary. Exact start dates may vary depending on the Services and prerequisites such as transition or onboarding activities.

2.1.3 Modifications

To avoid delays or negative impact on Services, we strongly recommend that you refrain from modifying, moving, or installing software in the Environment unless we expressly authorize such activity. We are not responsible for changes to the Environment that are not authorized by us or any issues arising from those changes.

2.2 Third Party Support

If a hardware or software issue requires vendor or OEM support, we may contact the vendor on your behalf and invoice you for all fees involved ("OEM Fees"). If OEM Fees are anticipated in advance, we will endeavor to obtain your permission before incurring such expenses unless exigent circumstances require us to act otherwise. We do not guarantee that payment of OEM Fees will resolve any particular problem.

2.3 Authorized Contacts

We will rely on directions or consent provided by your designated personnel ("Authorized Contacts"). If no Authorized Contact is identified in a Quote or is no longer available, your Authorized Contact will be the person who (i) accepted the Quote, and/or (ii) is generally designated by you to provide direction.

Changes to Authorized Contacts:

• Written notice (email or document): Implemented within 2 business days
• In person or live telephone call: Implemented same business day

Do not use ticketing systems, help desk requests, or recorded messages to notify us of Authorized Contact changes. We reserve the right to delay Services until we can confirm the Authorized Contact's authority.

2.4 Access

You grant us and our designated Third Party Providers the right to monitor, diagnose, manipulate, communicate with, retrieve information from, and otherwise access the Environment solely as necessary to provide the Services. We may install software agents to enable such access.

You are responsible for securing, at your own cost and prior to commencement of Services, any necessary rights of entry, licenses, permits or other permissions. Proper and safe environmental conditions must be provided and assured by you. We shall not provide Services under conditions that pose health or safety concerns or require extraordinary efforts.

2.5 Ongoing Requirements

Everything in the Environment must be genuine and licensed, including all hardware and software. If we ask for proof of authenticity and/or licensing, you must provide it. If we require certain minimum hardware or software requirements ("Minimum Requirements"), you agree to implement and maintain those as an ongoing requirement.

2.6 Response

Our response to issues will be handled in accordance with the Quote or Services Guide. We are not responsible for delays during:

• The Transition Exception period (defined below)
• Scheduled Downtime, Client-Side Downtime, or Vendor-Side Downtime
• Periods when we must suspend Services to protect security or integrity
• Force majeure events

3. Fees & Payment

3.1 Fees

You agree to pay fees, costs, and expenses as described in each Quote and Services Guide. You are responsible for sales tax and other taxes or governmental fees associated with the Services. If you qualify for a tax exemption, provide us with a valid certificate. You are also responsible for freight, insurance, and taxes (including import/export duties, sales, use, value add, and excise taxes).

3.1.1 Schedule

Unless otherwise indicated, fees are payable in advance. Generally, all fees anticipate automatic monthly recurring payment. Payments by other methods may result in increased fees or costs.

3.1.2 Nonpayment

Fees unpaid for more than 15 days when due are subject to interest at the lower of 1% per month or the maximum rate permitted by law. We may suspend part or all Services without prior notice if undisputed fees are not timely paid. Monthly charges continue to accrue during suspension.

Notice of fee disputes must be received within 60 days after the applicable Service is rendered or payment date, whichever is later; otherwise, you waive the right to dispute. We may charge a reconnect fee (up to 10% of monthly recurring fees) if we suspend Services due to nonpayment.

3.1.3 Increases

Fee increases will be handled as described in the Quote and Services Guide. Limits on fee increases do not apply to Pass Through Increases.

3.1.4 Expenses

Costs or expenses incurred during a national, state, or local emergency or during fuel, manpower, or other shortages ("State of Emergency") will be invoiced and payable by you. Examples include incremental increases in gasoline, electrical power, or health/safety equipment costs.

3.1.5 Credit Card Fees

Any Credit Card transaction is subject to a 3.5% credit card processing fee.

4. Limited Warranties & Limitations of Liability

4.1 Hardware/Software Purchases

All equipment, hardware, software, peripherals, or accessories purchased through 2Fifteen Tech ("Third Party Products") are generally nonrefundable once obtained from our third party seller. If you desire to return a Third Party Product, the third party's return policies apply. We do not guarantee that products will be returnable or that restocking fees can be avoided. You are responsible for all restocking, warranty-related, or return-related fees.

We will use reasonable efforts to assign and facilitate all warranties and service level commitments for Third Party Products, but have no liability for the quality, functionality, or operability of Third Party Products. All Third Party Products are provided "as is" without any warranty whatsoever between 2Fifteen Tech and you.

4.2 Liability Limitations

This paragraph limits liabilities arising from the Services and is a bargained-for, material part of our relationship. You acknowledge that 2Fifteen Tech would not provide Services or enter into this Agreement without relying on these limitations.

Neither party is liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue or profits, savings, or other indirect economic loss arising from or connected with the Services, even if advised of the possibility of such damages. However, reasonable attorneys' fees, your indemnification obligations, and amounts due under the non-solicitation provision are not limited by this section.

A party's aggregate liability for damages from any and all claims arising from this Agreement, whether in contract, tort, indemnification, or negligence, is limited to the amount of fees paid (excluding hard costs for licenses, hardware, etc.) during the six months prior to when the cause of action accrued, or $25,000, whichever is greater.

These limitations do not apply to claims caused by willful or intentional misconduct or gross negligence. 2Fifteen Tech has no liability for claims arising from Out of Scope Services.

4.3 Waiver of Liability for Admin/Root Access

We strongly suggest that you refrain from providing administrative ("root") access to the Environment to any party other than 2Fifteen Tech, as such access could make the Environment susceptible to serious security and operational issues.

If you request us to provide non-2Fifteen Tech personnel with administrative or root access to any portion of the Environment, you agree to indemnify and hold us harmless from all Environment-related issues, downtime, exploitations, vulnerabilities, and any resulting damages, expenses, costs, or claims, provided such activities were not performed or authorized in writing by 2Fifteen Tech. Our business records shall be final proof of whether activities were performed or authorized by us.

5. Indemnification

Each party ("Indemnifying Party") agrees to indemnify, defend, and hold the other party ("Indemnified Party") harmless from all losses, damages, costs, expenses or liabilities, including reasonable attorneys' fees ("Damages"), arising from the Indemnifying Party's breach of this Agreement.

The Indemnified Party may control the intake, defense, and disposition of any claim for which indemnity is sought. The Indemnifying Party may have its own counsel participate in the defense at its sole cost, but the Indemnified Party's counsel determines the strategy and defense. No indemnified claim will be settled without the Indemnifying Party's prior written consent, which shall not be unreasonably delayed or withheld.

6. Term & Termination

There are several dates to be aware of: the effective/termination dates of this Agreement and the effective/termination dates of Services under a Quote. Each Quote has its own term and will be terminated only as provided here, in the Quote, or in the Services Guide.

6.1 This Agreement

This Agreement applies to all Services and is effective as of the date we provide a Service to you or you accept a Quote, whichever is earlier ("Effective Date"). This Agreement terminates automatically (i) if either party terminates For Cause, or (ii) six months after the last date we provide any Service.

Upon termination, all Services immediately and permanently cease; however, termination does not change or eliminate fees that accrued prior to the termination date. This Agreement shall not be terminated without cause if Services are in progress under a Quote.

6.2 Quotes

The term of Services will be as indicated in the applicable Quote and Services Guide. Termination of Services under one Quote does not cause termination of this Agreement or impact any other Services. A Quote and/or Services Guide may provide for auto-renewal; please review your documents carefully.

6.3 Termination Without Cause

Unless otherwise indicated in the Quote, no party may terminate this Agreement without cause if Services are in progress. No party may terminate a Quote without cause prior to its natural expiration or termination date. If you terminate Services without cause and without 2Fifteen Tech's consent, you agree to pay the Termination Fee described below.

6.4 Termination For Cause

If one party ("Defaulting Party") commits a material breach, the non-Defaulting Party may terminate the Services immediately ("For Cause" termination) provided that (i) written notice specifying the breach details has been given, and (ii) the Defaulting Party has not cured the default within 20 days (10 days for non-payment) following receipt of notice.

6.4.1 Remedies for Early Termination

If 2Fifteen Tech terminates For Cause, or if you terminate without cause before expiration, 2Fifteen Tech may collect all amounts that would have been paid had the Agreement or Quote remained in full effect ("Termination Fee"). If you terminate For Cause, you are responsible only for Services properly delivered and accepted up to the termination date.

6.4.2 Service Tickets

Given the vast number of interactions between hardware, software, wireless, and cloud-based solutions, a managed network may occasionally experience disruptions due to hardware/software conflicts, communication issues, obsolete equipment, and/or user error ("Conflicts"). We do not guarantee such Conflicts will not occur. The number of service tickets submitted is not, by itself, an indication of default by 2Fifteen Tech.

6.4.3 Client Activity as a Basis for Termination

If you or your staff, personnel, contractors, or representatives engage in unacceptable acts or behavior that render it impracticable, imprudent, or unreasonable to provide Services, 2Fifteen Tech may, upon 10 days' prior written notice, terminate this Agreement or the applicable Quote For Cause.

6.4.4 Consent

Both parties may mutually consent, in writing, to terminate a Quote or this Agreement at any time.

6.4.5 Equipment/Software Removal

Upon termination, you will provide access during normal business hours to any locations where 2Fifteen Tech Equipment is located to enable removal. If you fail to grant access, or if equipment is missing, broken, or damaged (normal wear excepted), or software is missing, we may invoice you for full replacement value. You agree not to remove, disable, or disrupt any Software Agents unless we direct you to do so.

6.4.6 Transition & Deletion of Data

If you request our assistance to transition away from our services, we will provide such assistance if (i) all fees are paid in full prior to our assistance, and (ii) you agree to pay our then-current hourly rate, with up-front amounts as we may require. Retrieval of passwords, log files, administrative server information, or data conversion are transition services subject to these requirements. Software configurations we custom create are our proprietary information and shall not be disclosed.

Unless otherwise stated in a Quote or Services Guide or prohibited by law, we have no obligation to store or maintain any Client data following termination.

7. Confidentiality

7.1 Definition

Confidential Information means all non-public information provided by one party ("Discloser") to the other ("Recipient"), including customer-related data, customer lists, internal documents and communications, proprietary reports and methodologies, and related information.

Confidential Information does not include information that: (i) has become public through no act or omission of the Recipient, (ii) was developed independently by the Recipient, or (iii) was lawfully provided to the Recipient prior to disclosure from a third party not subject to confidentiality obligations.

7.2 Use

The Recipient will keep Confidential Information fully confidential and will not use or disclose it to any third party except (i) as expressly authorized by the Discloser in writing, (ii) as needed to fulfill obligations under this Agreement, or (iii) as required by law, rule, or industry regulation.

7.3 Due Care

The Recipient will exercise the same degree of care with Confidential Information as it takes to safeguard its own confidential information, which in all cases will be at least a commercially reasonable level of care.

7.4 Compelled Disclosure

If a Recipient is legally compelled to disclose any Confidential Information, and provided it is not prohibited by law, the Recipient will immediately notify the Discloser in writing so the Discloser may seek a protective order or other remedy. The Recipient will use best efforts to assist in obtaining any such protective order at the Discloser's expense. If no protective order is obtained, the Recipient may disclose only that portion of Confidential Information that counsel advises is legally compelled.

7.5 Additional NDA

In providing Services, we may be required to enter into additional nondisclosure agreements ("NDA") for third party Confidential Information protection (such as a business associate agreement). The NDA terms will be read with this Agreement's confidentiality provisions, and the most stringent terms shall govern.

8. Ownership

Each party is and remains the owner and/or licensor of all works of authorship, patents, trademarks, copyrights and other intellectual property it owns ("Intellectual Property"). Nothing in this Agreement conveys ownership rights or goodwill in one party's Intellectual Property to the other.

We own any software, codes, algorithms, or other works of authorship we create while providing Services to you. If we provide third party software licenses, you understand that such software is licensed, not sold, to you. Your use is subject to (i) this Agreement, (ii) the applicable Quote, (iii) written directions from us, and (iv) any applicable EULA. No other uses are permitted.

To the maximum extent permitted by law, we make no warranty or representation, express or implied, with respect to third party software or its quality, performance, merchantability, or fitness for a particular purpose.

9. Miscellaneous

9.1 No Poaching

Each party ("Restricted Party") acknowledges that during the term and for one year following termination, the Restricted Party will not directly or indirectly solicit, induce, or influence any of the other party's employees with whom the Restricted Party worked to discontinue or reduce their business relationship, or recruit, solicit, or influence any employee to discontinue employment.

If this restriction is violated, the Restricted Party will pay liquidated damages equal to $100,000 or the amount paid to that employee in the one year period immediately preceding the violation, whichever is greater. Any solicitation or attempted solicitation is a material breach of this Agreement.

9.2 Governing Law & Venue

This Agreement is governed by and construed according to the laws of the state of Utah. You agree to the exclusive jurisdiction and venue of Salt Lake County, Utah for all non-arbitrable claims arising from this Agreement.