Master Service Agreement
This Agreement is between Pegasus Technology Solutions, LLC a Texas company (sometimes referred to as “we,” “us,” “our,”
OR “Provider”), and Our Clients (sometimes referred to as “you,” “your,” OR “Client”), effective immediately.
The parties agree as follows:
STATEMENT OF SERVICES
The services to be delivered by Provider (the “Services”) and the fees for those Services, and the specific terms applicable
to those Services are described in one or more Service Attachments, Documents, Change Orders and/or Quotes (“Service
Documents”) referencing this Agreement. The Services we will deliver to you are limited to only those Services specifically
identified in the Service Documents. Provider has no obligation to determine the need for or to provide any services not
included in a Service Documents. In some cases, you may ask us to deliver services outside the scope of any Service
Documents. Examples of such services include but are not limited to major system upgrades, new computer, machine or
device setup, network changes, datacenter moves or setups, or installations. Anytime, there is a change to the Services, we
will not be liable or obligated to perform such work until there is a written Change Order or Quote executed to govern the
change in Services describing the scope of those services and our fee to deliver them. Installation dates are estimates only.
Client shall be responsible for preparation and maintenance of the site for such Services and/or installations, including, but
not limited to, providing necessary electrical power and communication lines and proper air conditioning and humidity
control. In the event of any conflict between the terms of a Service Documents or Quote and this Agreement, the terms in
the Service Documents control.
FEES FOR SERVICES | PAYMENT TERMS
All fees for Services are set forth in the Service Documents including the Pricing Addendum.
Adjustments to Service Fees
During the term of this Agreement, if the number of users or devices in your environment or the Service or Equipment types
or quantities to be covered within the scope of the Service Documents exceeds the numbers, types or quantities previously
ordered, a Change Order or Quote shall be executed evidencing the scope changes and the fees owed. Similarly, if the
number of users or devices in your environment or the Service or Equipment types or quantities to be covered within the
scope of the Service Documents is less than the numbers, types or quantities previously ordered, upon request, a Change
Order or Quote will be executed to adjust the scope of service and fees owed. You shall pay all Service Fees owed as they
become due following any adjustment. "User" means Client's employees, consultants, contractors or agents who are
authorized to use the Service and have been supplied user identifications and passwords by Client (or by Provider upon
Client's request). Users do not include any customers of Client or other third parties. “Device” means any equipment
included in the Services, whether owned by Client or provided by Provider for Client’s use, including, but not limited to
computers, printers, servers, routers, and mobile or handheld microcomputers as well as the software necessary to operate
Service Fee Rate Increases
At any time after the parties sign a Service Attachment, we may elect to raise the fees that we charge under the existing
Service Documents by issuing a new Pricing Addendum, Service Attachment, Change Order or Quote. We shall give you no
less than thirty (30) days’ notice of any such increase in fees to be charged. Following your receipt of such notice, you may
terminate this Agreement without incurring any additional charges or penalties, if any that you ordinarily would incur for such
termination. However, if you do not terminate this Agreement then you shall execute the Pricing Addendum, Service
Attachment, Change Order or Quote and even if not signed by you shall be bound by its terms and deemed to have accepted it.
Client shall pay Provider’s reasonable out-of-pocket expenses, including travel expenses, lodging, meals, or other similar
expenses, which may be incurred by Provider in performing Services. Any such “Pass-Through Expenses” will be billed at
cost and invoiced monthly.
Unless otherwise agreed in writing, you shall pay the full amount reflected on any invoice as owed to us on the first (1st) day
of the month. You shall pay a late charge of one and one half percent (1.5%) per month or the maximum lawful rate,
whichever is less, for all invoiced amounts not paid within ten (10) days following your receipt of that invoice (the “Payment
Deadline”). If you dispute in good faith all or any portion of the amount owed to us, or if you otherwise require any
adjustment to an invoiced amount, you must notify us in writing, prior to the Payment Deadline, of the nature and basis of
the dispute and/or adjustment. If we are unable to resolve the dispute prior to the Payment Deadline, you nevertheless shall
pay the entire invoiced amount by the Payment Deadline. If we ultimately determine that such amount should not have been
paid, we shall apply a credit equal to such amount on against any Service Fees owed for the following month. Special rates
may apply for services requested outside of normal business hours (8 am to 5pm, Monday through Friday) or on holidays.
Special rates are one-and-one-half (1.5) times normal hourly rates, with one hour minimum. Holiday hour rates are two (2)
times normal hourly rates, with a one (1) hour minimum.
Suspension of Service
If you fail to pay all amounts when due, then upon at least ten (10) business days prior written notice, and in addition to any
other remedies available to us, we may suspend Services and withhold Confidential Information (defined below) under this
agreement until full payment is made. Following any suspension of Services under this provision, and after you make full
payment to us, we shall restore the Services after validating that all components to be monitored and/or managed under
any applicable Service Documents comply with our level of security, updates and best practices. You shall pay a
“Reactivation Fee” for such restoration equal to $250.00. Our right to suspend Services under this section is in addition to
our right to terminate this agreement and to pursue any and all remedies available at law.
All charges and fees owed under this agreement are exclusive of any applicable sales, use, excise or services taxes that
may be assessed on the provision of the Services. In the event that any taxes are assessed on the provision of any of the
Services or on the Equipment, you shall pay the taxes directly to the taxing authority or shall reimburse us for their payment.
TERM AND TERMINATION
This Agreement commences on the MSA Effective Date, and it will remain in effect until either party terminates it as permitted
below. Either party may terminate this Agreement for any reason or no reason upon at least thirty (30) days advance, written
notice given to the other party. However, termination of this Agreement will not, by itself, result in the termination of any
Service Documents, and this Agreement will remain in effect notwithstanding any notice of termination unless and until all
Service Documents are terminated or expire according to their terms.
We will perform all Services solely as an independent contractor and not as an employee, agent or representative of Client
INTELLECTUAL PROPERTY RIGHTS
Unless specifically agreed otherwise in writing, any writing or work of authorship, regardless of medium, created or
developed by Provider or Client in the course of performance under this Agreement and related to existing works owned by
Provider is a “Provider Work,” is not to be deemed a “work made for hire,” and is and will remain the sole, exclusive property
of Provider. To the extent any Provider Work for any reason is determined not to be owned by Provider, Client hereby
irrevocably assigns and conveys to Provider all of its copyright in such Provider Work. Client further hereby irrevocably
assigns to Provider all of its patent, copyright, trade secret, know -how and other proprietary and associated rights in any
Provider Work. You hereby assign to us any and all suggestions, ideas, enhancement requests, feedback, recommendations
or other information provided by you or your users relating to any proposed improvements of or modifications to the
License to Provider Works
Provider hereby grants Client a limited, non-exclusive, revocable, royalty-free license to use any Provider Works for Client’s
internal business purposes only during the term of this MSA and the term of the Service Documents. You shall not: (i)
Modify, copy or create derivative works based on the Services, the Provider Works, or the Provider Technology; (ii) Build a
product or service using similar ideas, features, functions or graphics of the Service, or (iii) Copy any ideas, features,
functions or graphics of the Service. Additional license restrictions may be set forth in the Service Documents.
“Equipment” means any computer, networking or telephony equipment, racking, or associated hardware or other equipment (if
any) that we install on your premises or that we ship to your location to facilitate the delivery of Services. Equipment does not
include any hardware or devices that we may sell to you or that we may procure on your behalf. Provider is and will remain the
sole owner of any Equipment, which is provided on a rental or temporary basis only. Our agreement transfers to you no
Equipment ownership rights of any kind. We retain sole discretion to determine the appropriate Equipment and associated
software and/or technology, if any, to be used at your location, provided that our determination does not materially impair the
availability or delivery of Services under this agreement. We also retain sole discretion to determine the necessity of
maintenance, repairs and/or improvement of the Equipment. Except as otherwise may be specified in an applicable Service
Documents, Provider makes no independent representations or warranties with respect to the Equipment. Any third-party
warranties are your exclusive remedies with respect to such Equipment. In the event of an Equipment malfunction, we will take
commercially reasonable steps to ensure that you receive the benefit of any manufacturer warranties applicable to the Equipment
in use at your location. You shall take reasonable care of the Equipment and shall not damage it, tamper with it, move or remove
it, attempt to repair it, or attempt to install any software on it. You are financially responsible, up to the full replacement value of
all Equipment, for all damage to or loss of the Equipment used at your location, other than loss or damage caused by Provider. In
addition, you shall obtain and maintain insurance with a reputable insurer for the full replacement value of the Equipment. Such
policy or policies of insurance must cover the Equipment against loss or damage (including, without limitation, accidental loss or
damage) and must name Provider as an insured beneficiary with respect to the Equipment. Upon demand, you must produce
evidence that such insurance is being maintained and is valid. You are responsible for providing the necessary power, network
connection and appropriate environment to support the Equipment. You shall not remove any sign, label or other marking on the
Equipment identifying Provider as the owner of the Equipment. You do not acquire and will not acquire any rights of ownership in
the Equipment by virtue of this agreement, and you do not have and will not have, by operation of law or otherwise, any lien or
other similar right over or in relation to the Equipment. On termination of any agreement pursuant to which we deliver Equipment,
you shall allow Provider and its employees and contractors reasonable access to your premises to remove the Equipment.
Alternatively, upon our request, you shall return the Equipment to us via the carrier of our choice, for which we will pay all
applicable shipping charges.
“Software” means any and all software installed on the Equipment or provided by us for installation on your computer equipment
to facilitate the delivery of the Services. This agreement does not transfer any right, title, or interest in the Software to you. Your
use of the Software is subject to all applicable terms of any end-user license agreement pertaining to the Software, a copy of
which will be made available to you upon request. You shall not, and shall not permit any third party, to: (i) distribute or allow
others to distribute copies of the Software or any part thereof to any third party, (ii) tamper with, remove, reproduce, modify or
copy the Software or any part thereof, (iii) provide, rent, sell, lease or otherwise transfer the Software or any copy or part thereof
or use it for the benefit of a third party, or (iv) reverse assemble, reverse compile or reverse engineer the Software or any part
thereof, or otherwise attempt to discover any Software source code or underlying proprietary information except as may be
permitted by law.
NON-DISCLOSURE AND CONFIDENTIALITY
During the course of performance under this Agreement or the Service Documents, either party may acquire the other’s
proprietary or confidential information. Each of us shall hold all such “Confidential Information” in strict confidence and shall
not disclose any such information to any third party. Confidential Information includes but is not limited to: (a) with respect to
Provider, Provider’s unpublished prices for Services, audit and security reports, server/network configuration designs,
passwords, all business plans, technical information or data, product ideas, methodologies, calculation algorithms and
analytical routines, and other proprietary technology, (b) with respect to Client, content transmitted to or from, or stored by
Client on, Provider’ servers, and with respect to both parties, other information that is conspicuously marked as
“confidential” or if disclosed in non-tangible form, is verbally designated as “confidential” at the time of disclosure and
confirmed as confidential in a written notice. Notwithstanding the preceding provision, Confidential Information does not
include (i) Information that at the time of disclosure is, without fault of the recipient, available to the public by publication or
otherwise; (ii) Information that either party can show was in its possession at the time of disclosure and was not acquired,
directly or indirectly, from the other; (iii) Information received from a third party with the right to transmit same without
violation of any secrecy agreement with the other party; or (iv) Information that must be disclosed pursuant to court order or
No copy of this MSA or the Service Documents, discussions, negotiations, terms or conditions relating to the MSA or the
Service Documents, or any other information relating to this MSA and Service Documents may be disclosed to any third
party, except by reason of legal, accounting or regulatory requirements, without the prior written consent of the parties
Notwithstanding the preceding provisions, Provider may publicly refer to Client, orally and in writing, as a Client of
Provider. Any other reference to Client by Provider may be made only pursuant to a written agreement between the parties.
Client hereby grants Provider the right to reference Client’s name, industry, logo, and URLs in its marketing literature,
website, and/or correspondence to potential new Clients, so as to identify Client as a Client of Provider for marketing
purposes and for Provider’s benefit. Such information is not considered Confidential Information subject to non-disclosure.
CLIENT COVENANTS AND OBLIGATIONS
Client shall provide in a timely and professional manner, and at no cost to Provider, assistance, cooperation, complete and
accurate information and data, equipment, access to applicable computer and telecommunications facilities, networks,
firewalls, servers, programs, files, documentation, passwords, a suitable work environment, and other resources requested
by Provider to enable it to perform the Services (collectively, “Assistance”). Provider shall not be liable for any deficiency in
performing the Services if such deficiency results from Client’s failure to provide full Assistance as required hereunder.
Assistance includes, but is not limited to, designating a project manager or contact person to interface with Provider during
the course of Services.
Unless specifically otherwise agreed to in an applicable Service Document, Client represents and warrants that Client has
title to or has a license or the right to use or modify the software and has a license or right to permit Provider to use, access
or modify any software that Client has requested Provider to use, access or modify as part of the Services. It is the Client’s
responsibility to independently ensure that ALL software in use by Client is properly licensed, and Client agrees to maintain
records of applicable licenses. Provider will not promote the use of, or knowingly support software which is not properly
licensed by Client. Assistance with software audits or licensing compliance matters are billable at Provider’s then current
Client shall supply Provider necessary access to its personnel, appropriate documentation and records and facilities in order
for Provider to timely perform the Services. Broadband Internet access must be provided. Provider must be provided with
remote access (via VPN or other reasonable remote access) to covered equipment. Appropriate cabling to all covered
computers and devices must be provided. Appropriate air conditioning and ventilation for all covered computers and devices
must be provided, in order to maintain temperature and air quality as specified by the applicable hardware manufacturers.
Power surge protection must be provided for all covered computers and devices. Provider must be provided with convenient
and timely access to the equipment, adequate working space and facilities within a reasonable distance of the equipment,
and access to and use of all information, internal resources, and facilities determined necessary to service the equipment or
provide the Services. Client may be required to conduct preliminary diagnostic steps or provide additional information
related to a support request, prior to a technician being dispatched to Client's facility. Client must agree to assign one
employee to be liaison or contact person to Provider in order to make communications between both parties effective.
Client is responsible for any third-party vendor or service provider charges and to arrange for disconnection or termination
and payment of charges related to the disconnection or termination of any related services with your current carrier(s) or
service provider(s). Provider is not responsible for any act or omissions for third -party providers. Provider does not warrant
any third -party services. In the event that a claim arises from any act or omission of a third -party provider, you agree that
your sole remedy will be against that third-party.
Network Security and Malicious Events
Unless specifically otherwise agreed to in applicable Service Documents, it is Client’s sole responsibility to determine
whatever actions deemed necessary to make Client’s data and voice networks and circuits secure from unauthorized
access. Hardware firewall must be in place. Wireless data traffic in the environment must be securely encrypted. Provider is
not responsible for the security of your network and circuits from third parties, or for any damages that may result from any
unauthorized access to your network unless it is part of the Services specified in a Service Document and then still excludes
preventing criminal acts by third parties.
You have an affirmative obligation to protect your network environment, and to train your employees for spam, malware,
virus protection, and prevention from criminal acts of third parties. Provider is not responsible for criminal acts of third
parties, including but not limited to intrusions or unauthorized access of any kind, hackers, phishers, crypto -locker, and any
network environment subject to ransom. \ If a security system for Client’s network is included within the Services to be
provided by Provider, Provider agrees to use commercially reasonable efforts to protect Client’s network from malicious
attack by computer viruses, computer worms and/or computer hackers (collectively, “malicious activities”). However, Client
understands that no security system can guaranty complete protection against Malicious Activities as such attacks often
involve the intentional tortuous or criminal action by third parties to invade and injure computer systems. THEREFORE,
CLIENT AGREES TO HOLD PROVIDER HARMLESS FROM ANY LOSS, INJURY OR DAMAGE INCLUDING BUSINESS
INTERRUPTION TO CLIENT OR ANY HARDWARE, SOFTWARE, AND/OR COMPUTER DATA OF CLIENT CAUSED BY
SUCH MALICIOUS ACTIVITIES AND FOR ANY ACTIVITY EFFECTING NETWORK SECURITY ON YOUR
ENVIRONMENT RELATED TO THIRD-PARTY CRIMINAL ACTIVITY. ANY COSTS OR FEES TO REBUILD OR SERVICE
MACHINES ARE PROVIDED AND SOLD SEPARATELY BY PROVIDER.
Theft of Service
Client shall notify us immediately, in writing, by electronic mail or by calling the Provider customer support line, if Client
becomes aware at any time that the Services are being stolen or used fraudulently. Failure to do so in a timely manner may
result in the immediate termination of the Services and additional charges to billed to you. Client will be liable for all use of
the Services using equipment stolen from you and any and all stolen Services or fraudulent use of the Services. Credits will
not be issued for charges resulting from fraud that arises out of third parties hacking into any Equipment. This includes, but
is not limited to, modem hijacking, wireless hijacking or other fraud arising out of a failure of your internal/corporate
procedures. Provider will not issue credit for invoiced charges for fraudulent use resulting from your negligent or willful acts
or those of an authorized user of your service. THEREFORE, CLIENT AGREES TO HOLD PROVIDER HARMLESS FROM
ANY LOSS, INJURY OR DAMAGE INCLUDING BUSINESS INTERRUPTION TO CLIENT OR FROM ANY THEFT OF
Unless specifically otherwise agreed in to an applicable Service Documents, Client must maintain local backup of all files
that are sent to either the cloud or a data backup service. A backup solution must be in place, with backup copies stored offsite.
It is the Client’s responsibility to verify that backups are made regularly, as well as the integrity of the backups. Provider
shall not be held liable in the event of data loss, backup software failure, backup selection, backup hardware failure, backup
media failure, or backup system failure even in the event that Provider was tasked to perform the backups. Client will be
solely responsible for lost data for not keeping and providing a local backup of all files to Provider.
Anti-virus solution must be in place, updated, with valid update subscription. Provider is not responsible for any harm that
may be caused by Client’s access to third party application programming interfaces or the execution or transmission of
malicious code or similar occurrences, including without limitation, disabling devices, drop dead devices, time bombs, trap
doors, Trojan horses, worms, viruses and similar mechanisms. Any costs or fees to rebuild or service machines are
provided and sold separately by Provider.
PROVIDER REPRESENTATIONS AND WARRANTY
Provider warrants that the Services will be performed in a professional and workmanlike manner and as described in an
applicable Service Document. All Services will be deemed to be accepted unless Client notifies Provider in writing within
thirty (30) calendar days after performance that the Services did not conform to this warranty. Provider promptly will correct
any non -conformities and will notify Client in writing that the non -conformities have been corrected.
Disclaimer of Warranty
PROVIDER IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO PERFORMANCE, INTERRUPTION, OPERATION
OR SECURITY OF THE SERVICES THAT ARISE FROM YOUR CONTENT OR THIRD PARTY CONTENT OR SERVICES
PROVIDED BY THIRD PARTIES. FOR ANY BREACH OF THE SERVICES WARRANTY, YOUR EXCLUSIVE REMEDY
AND PROVIDER’S ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT SERVICES THAT CAUSED
THE BREACH OF WARRANTY, OR, IF PROVIDER CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A
COMMERCIALLY REASONABLE MANNER, CLIENT MAY END THE DEFICIENT SERVICES AND PROVIDER WILL
REFUND THE FEES FOR THE TERMINATED SERVICES THAT WERE PRE-PAID, IF ANY, FOR THE PERIOD
FOLLOWING THE EFFECTIVE DATE OF TERMINATION. TO THE EXTENT NOT PROHIBITED BY LAW, CLIENT
ACKNOWLEDGES THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED
WARRANTIES OR CONDITIONS BY THE PROVIDER OR ANY THIRD-PARTY VENDORS’ INCLUDING FOR
SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY,
SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, AND THAT PROVIDER AND THOSE THIRDPARTY
VENDORS DISCLAIM ANY AND ALL LIABILITY, WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL, ARISING
FROM THE SERVICES. PROVIDER MAY LINK TO OR OFFER ANY PURCHASE, ENABLING, OR ENGAGEMENT OF
THIRD-PARTY SERVICES, INCLUDING BUT NOT LIMITED TO IMPLEMENTATION, CUSTOMIZATION, CONSULTING
SERVICES, E-MAIL, WEB HOSTING, SERVER HOSTING, PHONE SERVICE, AND ANY EXCHANGE OF DATA
BETWEEN CLIENT AND ANY THIRD-PARTY SERVICE, IS SOLELY BETWEEN YOU AND THE APPLICABLE THIRDPARTY
SERVICE PROVIDER AND IS SUBJECT TO THE TERMS AND CONDITIONS OF SUCH THIRD-PARTY
PROVIDER. PROVIDER DOES NOT WARRANT THIRD-PARTY SERVICES AND IS NOT RESPONSIBLE OR LIABLE
FOR SUCH SERVICES OR ANY LOSSES OR ISSUES THAT RESULT FROM SUCH SERVICES. IF YOU PURCHASE,
ENABLE OR ENGAGE ANY THIRD-PARTY SERVICE FOR USE IN CONNECTION WITH THE SERVICES, YOU
ACKNOWLEDGE THAT PROVIDER MAY ALLOW PROVIDERS OF THOSE THIRD-PARTY SERVICES TO ACCESS
YOUR DATA USED IN CONNECTION WITH THE SERVICES AS REQUIRED FOR THE INTEROPERATION OF SUCH
THIRD-PARTY SERVICES WITH THE SERVICES. YOU REPRESENT AND WARRANT THAT YOUR USE OF ANY
THIRD-PARTY SERVICE SIGNIFIES YOUR INDEPENDENT CONSENT TO THE ACCESS AND USE OF YOUR DATA BY
THE THIRD-PARTY SERVICE PROVIDER, AND THAT SUCH CONSENT, USE, AND ACCESS IS OUTSIDE OF
PROVIDERS CONTROL. PROVIDER WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY DISCLOSURE,
MODIFICATION OR DELETION OF DATA RESULTING FROM ANY SUCH ACCESS BY THIRD -PARTY SERVICE
You shall not solicit for employment during the term of this Agreement and the term of any Service Document and for twelve
(12) months following the termination of this Agreement or all Service Documents, any Provider employee or contractor of
Provider with whom you have had direct contact in connection with the Services. You acknowledge that injury resulting from
any breach of this provision would be significant and irreparable and that it would be extremely difficult to ascertain the
actual amount of damages resulting from such breach. Therefore, in the event of a violation of this provision, in addition to
any other right Provider may have at law or in equity, you shall make a one-time payment to Provider in the amount of one
hundred and fifty percent (150%) of the affected employee's base salary for one year or the contractor’s fee. We agree that
such amount is not intended as a penalty and is reasonably calculated based upon the projected costs the injured party
would incur to identify, recruit, hire and train suitable replacements for such personnel.
This Agreement and the rights of the parties hereunder shall be construed, interpreted, and governed in accordance with the
laws of the State of Texas. The Parties agree, acknowledge, and consent to the exclusive venue and personal jurisdiction of the
appropriate judicial forum in Collin County, Texas, concerning any action brought out of, or arising under this Agreement or a
Service Document, and waive any forum non conveniens argument
Dispute Resolution and Arbitration
Any controversies arising out of the terms of this Agreement or its interpretation shall be first submitted to non -binding
mediation with a mediator agreed upon by both Parties. In the event the dispute is not settled via mediation, it shall be
settled by arbitration in Collin County, Texas in accordance with the Commercial Rules of the American Arbitration
Association, and the judgment upon award may be entered in any court having jurisdiction thereof. Each party shall be
responsible for paying its own costs and filing fees associated with mediation and arbitration. In the event that there is any
dispute, difference, or claim related to or arising out of this agreement that is resolved either through arbitration or through
litigation, the prevailing party in such dispute is entitled to an award of reasonable attorneys’ fees incurred while defending
or prosecuting such dispute, difference, or claim.
Client and Provider agree that any breach or threatened breach by Client of any portions of this Agreement may require
injunctive relief as a remedy for Provider. Provider, therefore, shall be entitled to injunctive relief by temporary restraining
order, temporary injunction, and/or permanent injunction without the necessity of posting a bond.
Period for Bringing Claim
No claims may be made more than twelve (12) months after the date by which the fault or failure was or should reasonably
have been discovered; failure to make such a claim within the twelve (12) month period shall forever bar the claim.
Unless Provider is bringing an action for your failure to make payments for Services not otherwise in dispute, we will
continue to provide Services under this Agreement, and you shall continue to make payments to us, in accordance with this
Agreement, during the period in which the parties seek resolution of the dispute.
Client shall defend, indemnify and hold Provider harmless against all costs, expenses, including reasonable attorney’s fees,
claims, judgments or settlements associated with the defense or settlement of any claim that: Provider’s use, access or
modifications of any software that you have requested that we use, access or modify as part of the Services infringes any
patent, copyright, trademark, trade secret or other intellectual property right. Additionally, Client agrees to indemnify and
hold harmless Provider of and from any and all claims, demands, losses, causes of action, damages, lawsuits, judgments,
including attorney’s fees and costs, related to software licensing and software licensing compliance.
Subject to the limitation of liability set forth in the section titled LIMITATION OF LIABILITY, Provider agrees to indemnify and
hold Client harmless from and against all loss, liability, and expense including reasonable attorney’s fees caused by
Provider’s: (i) grossly negligent or intentionally malicious act; or (ii) breach of any contractual term of the Agreement.
LIMITATION OF LIABILITY
EITHER PARTY’S LIABILITY UNDER THIS AGREEMENT IS LIMITED TO ANY ACTUAL, DIRECT DAMAGES INCURRED AND
WILL NOT EXCEED THE GREATER OF (1) THE PROCEEDS OF ANY INSURANCE MAINTAINED BY THAT PARTY
TOGETHER WITH ANY SELF-INSURED RETENTION AMOUNTS IN CONNECTION WITH THOSE POLICIES, OR (2) THE
AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT OR ANY SERVICE DOCUMENTS DURING THE
TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE ACCRUAL OF ANY SUCH CLAIM. IN NO EVENT IS
EITHER PARTY TO BE HELD LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL,
INDIRECT OR PUNITIVE DAMAGES OR CLAIMS, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST SAVINGS OR
LOST REVENUE, LOST PRODUCTIVITY, LOSS OF DATA, LOSS FROM BUSINESS INTERRUPTION, AND LOSS OF
PROGRAMS, DATA OR INFORMATION REGARDLESS OF WHETHER THE FORM OF ACTION IS IN CONTRACT, TORT OR
OTHERWISE. PROVIDER WILL NOT BE LIABLE FOR ANY KIND OF AUTHORIZED ACCESS OR ANY HARM THAT MAY BE
CAUSED BY YOUR ACCESS TO THIRD PARTY APPLICATION PROGRAMMING INTERFACES OR THE EXECUTION OR
TRANSMISSION OF MALICIOUS CODE OR SIMILAR OCCURRENCES, INCLUDING WITHOUT LIMITATION, DISABLING
DEVICES, DROP DEAD DEVICES, TIME BOMBS, LOGIC BOMBS, TRAP DOORS, TROJAN HORSES, WORMS, VIRUSES,
HACKERS, PHISHERS, CRYPTO-LOCKERS, RANSOMWARE, AND SIMILAR MECHANISMS. EXCEPT AS SPECIFIED
OTHERWISE HEREIN THE PARTIES AGREE THAT THE TOTAL LIABILITY OF THE OTHER PARTY AND THE SOLE
REMEDY FOR ANY CLAIMS UNDER THIS AGREEMENT OR A SERVICE DOCUMENT IS LIMITED TO THE AMOUNTS
DESCRIBED IN THIS LIMITATION OF LIABILITY SECTION.
Client shall maintain a minimum of One Million Dollars (US $1,000,000) in insurance coverage through its respective
carriers. Such insurance must include, at a minimum, commercial general liability, workers compensation coverage, and first
party cyber liability and Provider shall be listed as an additional insured.
Provider agrees to maintain during the Term General Liability insurance with aggregate limits of at least Tw Million Dollars
(US $2,000,000), professional liability insurance including errors and omissions with aggregate limits of at least Five Million
Dollars (US $5,000,000), integrated liability and indemnity with aggregate limits of at least Five Million Dollars (US
$5,000,000), destructive programming with aggregate limits of at least Five Million Dollars (US $5,000,000), cyber liability
limits of at least Five Million Dollars (US $5,000,000), and Intellectual Property, Disclosure, Reputation Disparagement of at
least Five Million Dollars (US $5,000,000). Client’s insurance shall be primary over Provider’s insurance. Client agrees to
waive and to require its insurers to waive any rights of subrogation or recovery they may have against Provider, its agents,
officers, directors and employees and Provider shall be listed as an additional insured. The obligation to maintain the
insurance coverage specified herein does not infer, imply or create any obligations on either party that the actions covered
by such policies are part of the scope of services unless that scope of work is specifically set forth in a Service Document.
Further, the existence of insurance does not modify the Limitations of Liability or disclaimer of warranties herein.
Except as otherwise provided under this agreement, all notices, demands or requests to be given by any party to the other
party shall be in writing and shall be deemed to have been duly given on the date delivered in person, or sent via fax,
courier service, electronic mail, or on the date of the third business day after deposit, postage prepaid, in the United States
Mail via Certified Mail, return receipt requested, and addressed as set forth on the Service Order.
If to Provider, to:
Pegasus Technology Solutions, LLC
2611 Internet Blvd, Suite 115,
Frisco TX 75034
Attn: Buck Jones
The address to which such notices, demands, requests, elections or other communications are to be given by either party
may be changed by written notice given by such party to the other party pursuant to this Section.
Provider shall not be liable for any failure of performance of the Services and shall be excused from performance of the
Services due to the occurrence of events and causes beyond Provider’s reasonable control, including, but not limited to,
fire, flood, electric power interruptions, national emergencies, civil disorder, acts of terrorism, riots, strikes, Acts of God,
viruses, pandemics or any law, regulation, directive, or order of the United States government, or any other governmental
agency, including state and local governments having jurisdiction over Provider or the Services provided hereunder (the
“Affected Performance”). Any party whose performance is so affected shall give written notice to the other party describing
the Affected Performance. The parties promptly shall confer, in good faith, to agree upon equitable, reasonable action to
minimize the impact on both parties of such condition.
No delay in exercising, no course of dealing with respect to, and no partial exercise of, any right or remedy hereunder will
constitute a waiver of any right or remedy, or future exercise thereof.
Neither party may assign this agreement, in whole or in part, or any of its rights or obligations hereunder without the prior
written consent of the other party. However, Provider may assign or otherwise transfer its rights, interests and obligations
under this agreement without your consent in the event of a change in control of 50% or more of the equity of Provider, the
sale of substantially all the assets of Provider, or the restructuring or reorganization of Provider or its affiliate entities. In
addition, unless otherwise agreed, we may contract with third parties to deliver some or all of the Services, and no such
third-party contract is to be interpreted as an assignment of this agreement. However, we will use commercially reasonable
efforts to ensure that any and all such third parties abide by all of the terms of this agreement, and, except as otherwise
agreed, we will remain solely responsible for the fulfillment of all of our obligations under this agreement. This agreement is
binding upon the parties, their successors and permitted assigns.
Our respective duties and obligations with respect to proprietary rights, intellectual property rights, and non-disclosure and
confidentiality will survive and remain in effect, notwithstanding the termination or expiration of this agreement.
If any term or provision of this agreement is declared invalid by a court of competent jurisdiction, the remaining terms and
provisions will remain unimpaired, and the invalid terms or provisions are to be replaced by such valid terms and provisions
that most nearly fulfill the parties’ intention underlying the invalid term or provision.
This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and
nothing herein is to be construed to give any person or entity, other than the parties hereto and their respective successors
and permitted assigns, any legal or equitable rights hereunder.
This agreement, the Service Attachments, and any other attachments thereto set forth our entire understanding with respect
to the subject matter hereof and is binding upon both parties, their successors, and their permitted assigns, in accordance
with the terms of this agreement. There are no understandings, representations or agreements other than those set forth
herein. Each party, along with its respective legal counsel, has had the opportunity to review this agreement. Accordingly, in
the event of any ambiguity, such ambiguity will not be construed in favor of, or against either party.
Service Attachment for Managed Services
This Service Attachment is between Pegasus Technology Solutions, LLC, a Texas company (sometimes referred to as “we,” “us,”
“our,” OR “Provider”), and our Clients (sometimes referred to as “you,” “your,” OR “Client”), effective immediately. This Service
Attachment is a part of, is subject to, and is governed by the terms of the Master Service Agreement (“MSA”). In the event
of a conflict between this Service Attachment, the Quote or a Change Order and the MSA, this Service Attachment, the
Quote or a Change Order shall control. Provider offers to its Clients MSP, MSSP, and Cloud Services. The services included
by Provider under each is further described below. Client will receive a Quote from Provider indicating the services selected,
the number of devices being served, and the fees for those services including the Pricing and Support Addendum
attached hereto. Once Client accepts the Quote by executing the Quote and the Service Attachment, the Quote shall be
incorporated and become part of this Agreement as if set forth in full herein. In the event of any change in services to Client or the
number of devices, the Parties shall execute a Change Order, new Service Attachment or new Quote indicating the change
and the price or fees for such change. Until a Change Order, Service Attachment or Quote is executed by the Parties, Provider
shall not be responsible for any devices or services not part of an executed Change Order, Service Attachment or Quote.
To the extent Provider provides services not covered by a Service Attachment, Change Order or Quote, Client agrees to pay the
reasonable value of those services to Provider. The Quote and Pricing and Support Addendum shall be binding as to the pro rata
value of those services not identified in a Service Attachment, Change Order or Quote.
MANAGED IT AND SECURITY SERVICES ("MSP")
If the Quote Client received an executed includes MSP Services, then Provider will deliver the following Services to the extent
these Services are identified in the Quote.
MANAGED IT SERVICES:
• Review Backups - Test Restore Quarterly
• Scheduled System Audits
• Quarterly Business Reviews (QBR) (within 30 business days from EOQ)
• Document software and hardware changes
• Monitor that essential server services are running 24x7
• Maintain and monitor security patch levels 24x7
• Monitor event logs on covered servers and identify any potential issues
• Monitor hard drive free space on server and clients
• Monitor backups if available
• Alert client to dangerous conditions
- Memory running low
- Hard drive showing sign of failure
- Hard drive running out of disk space
- Controllers losing interrupts
- Network Cards report unusual collision activity
• Recover deleted files and corrupted files
• Clear print queues
• Reboot servers
• Run defrag and chkdsk on drives routinely
• Scheduled off time server maintenance
• Install covered software updates
• Create new user accounts, disable/delete old user accounts, create directories, shares and security groups, manage
• Permissions and file system management
• Set up and change security for users and applications
• Check firewall logs
File Backup & Recovery
• Using any data -backup solution owned by or licensed to Client, Provider will:
• Create and modify backup jobs
• Monitor up to 5 backup jobs
• Monitor the status of all scheduled and on-demand backup jobs
• Notify Client by email of any backup failures and corrective actions
• Remotely perform Client -requested restore operations
• Provide remote administrative services as requested by Client
• Office 365 or Google Mail backups for mailboxes, SharePoint, OneDrive, Gsuite
• Exchange user/mailbox management
• Monitor DFS replication
• Disk space management
• Ensure Microsoft Office Applications are functioning properly
End User Support
• Monitor Application Changes
• Asset Inventory Reporting
• Onsite End User Support when required
• Application Support - Outlook, MS Office Support, 3rd party applications
• Basic Moves, Adds and Changes
• Printing Issues
• Onsite Support – As deemed necessary by Pegasus
• Service Desk / Help Desk
New PC Setup / Rebuild PC
• Setup New PC and Migrate User Data
• Rebuild PC Due to End User Error / Downloads / SW Installations
PEGASUS SECURITY SERVICES:
Next Generation Firewall Equipment & Software
Provider will support, configure and manage one or more compatible firewall devices – including associated network security
software – on Client’s network for Client’s internal business purposes. The Service includes the following (i) Apply updated
firmware when applicable; (ii) Configuration changes when needed; (iii) Anti-Virus and anti -spyware protection for firewall
devices; and (iv) Firewall Log correlation.
Centrally Managed Anti-Virus Software
The Service includes the following (i) Installation of signature updates and application upgrades and follow -up on alerts
forwarded by the anti-virus system; (ii) Provider will update the virus definition files; and (iii) Provider will monitor the
quarantine status on all the servers and workstations on the network
Remote device wipe, lock, and recovery when appropriate software is in place to do so.
• Secure remote access (managed VPN)
• Secure system configuration (workstations, servers, networking devises, mobile phones)
Total Security Management
Provider will deliver 24/7/365 security monitoring, intrusion detection & prevention, using the next generation firewall
Equipment and Software already deployed at the Basic Service level.
The Service includes the following:
• Centralized security, policy, and network management
• Active device monitoring and alerting
• Intelligent reporting and activity visualization
• Centralized logging
• Tailored reports
• Dashboard summaries
• Automated scheduling of reports
• User-based activity
• Exportable reports in a variety of formats
Customized Security Policies and Procedures
After performing a security assessment and assessing the state of Client’s existing policies and procedures pertaining to
network security (if any), Provider will work with Client to prepare a new or revised set of policies and procedures that
incorporate cutting edge best practices and that take advantage of the other Services delivered by Provider.
PREMIUM SECURITY SERVICES (MSSP)
If the Quote Client received and executed includes the Managed Security Service Practice, then in addition to all MSP services,
Provider will deliver the following Services to the extent these Services are identified in the Quote:
Automatic Vulnerability Patching
Upon discovery of any security vulnerabilities, Provider will automatically deploy appropriate patching to resolve such threats.
Monthly reports of patching activities are available upon request.
• Multi-Factor Authentication configuration. May be extra software charges
• Advanced Endpoint Detection and Remediation. Our standard RMM offering includes traditional endpoint protection
(i.e.,BitDefender) as well as security protection
• Security Operation Center monitoring and Remediation 24x7
• SIEM (Security Incident & Event Management)
• Firewall management and reporting
• Data Loss Prevention
• Office 365 Monitoring and Reporting
• Onsite Sensors to monitor traffic for Security events.
• Domain Controller, firewall, and endpoint log correlation
• Named support team for security
In connection with the Services, Provider will provide to your designated administrator(s), technical contacts or users (1)
management of the Services by individuals trained in the Services you have selected, and (2) phone and e-mail support during
normal business hours, Monday through Friday, 7:00 am to 6:00 pm, Central time.
In connection with the Services, upon request, Provider will also deliver support Services onsite at your location, subject to the
limitations identified in the attached Pricing and Support Addendum.
Unless otherwise agreed during the on-boarding process, maintenance windows will be on Saturday and Sunday from 12:00
AM to 6:00 AM(U.S. Central time). Routine server and application maintenance and upgrades will occur during maintenance
windows, and some applications, systems or devices may be unavailable or non -responsive during such times.
Provider will undertake problem management as soon as the Provider’s monitoring staff becomes aware of an incident. Al
incidents, with status or resolution, will be documented by posting updates to the Problem (Incident) Ticket Tracking System
assigned to Client ("Problem Tickets").
An assessment of Client’s environment and activity will be performed with the Client on an annual basis. review of all
support requests, network issues and changes will be reviewed. Any changes to Client’s environment will be subject to a
new project that will be outlined in a Service Attachment for Project Services.
Minor On-Site Tasks
We may occasionally ask you to perform simple on-site tasks (e.g., powering down and rebooting a computer). You agree to
cooperate with all reasonable requests.
Server Upgrades or Repair
You agree not to perform any server upgrades or repairs of these actions without notifying us prior to such action.
You shall obtain and supply all necessary software media with installation keys (if any) upon request.
Except for any software provided by Provider in connection with the Services, you are solely responsible for obtaining all
required software licenses, including all client access licenses, if any for the software products installed on your computers.
Significant Changes to Client’s Network
You will notify us via email immediately of all significant proposed network changes and will provide us with a reasonable
opportunity to comment and follow-up regarding those proposed changes before making the same.
Research Regarding Network Changes
Evaluation of network change requests sometimes will require significant research, design, and testing by Provider. These types
of requests are not covered by this Service Attachment and will be billed at our then-current rates for time and materials.
For the Services described in this Service Attachment or any Change Order or Quote, you shall pay the Service Fees specified
in the attached Pricing and Support Addendum or in that Change Order or Quote. All fees assume that Client equipment is
under manufacturer warranty or maintenance contract as required of the Client in the MSA.
Prior to the delivery of the Services, Provider will charge a Setup Fee in order to deploy and configure the Services. Provider
will identify the Setup Fee in the Quote or on an initial invoice, and Client shall pay the Setup Fee, as set forth in the MSA.
Provider shall have no obligation to continue with the delivery of any Services until it receives payment for the Setup Fee.
Adjustments to Service Fee Rates
In addition to any fee increase resulting from changes to the number of Service Units, at any time after the parties sign this
Service Attachment, Provider may deliver an updated Fee Schedule identifying any new or modified Service Fee Rates that it
will begin charging for any Services provided to Client. Provider shall give Client no less than thirty (30) days’ notice of
any such Fee Schedule updates. Following its receipt of such notice, if any rates previously charged under this Service
Attachment will have increased more than 5% over the rates charged during the last 12 months, then Client may terminate
this Service Attachment without incurring any additional charges or penalties, if any that it ordinarily would incur for such
If the day Services start being provided (“Start Date”) as defined below is delayed because of any failure on your part including
but not limited the failure to provide access to your resources in a timely manner, you nonetheless will begin to incur Service
Fees, which you shall pay in accordance with this Service Documents and the Master Services Agreement, beginning on the
Service Start Date.
We are not responsible for failures to provide Services that are caused by the existence of any of the following conditions
or otherwise that occur during any period of time in which any of the following conditions exist:
There is a defect or malfunction in any hardware or software that adversely affects Provider’s ability to perform the Services.
Client Resource Problems
There are problems resulting from your resources that are not under our management or control.
Scheduled maintenance windows and other agreed upon periods of time that are necessary for repairs or maintenance.
Changes you may have made to the networking environment that were not communicated to or approved by us.
Problems or failures related to a prioritization or re-prioritization of tasks by Client.
Problems resulting from a Force Majeure Event as described in the Master Services Agreement.
Agreed Temporary Exclusions
Any temporary exclusion we may request, subject to your approval, to implement changes in applications, environments,
conversions or system software.
Problems resulting from your actions or inactions that were contrary to our reasonable recommendations.
Problems resulting from your failure to fulfill any responsibilities or obligations under our agreements.
Internet Connectivity Loss
Loss of Internet connectivity at your location for any reason.
Problem Ticket Management
The time interval between the initial occurrence of a desktop malfunction or other issue affecting functionality and the time
Client reports the desktop malfunction or issue to Provider.
If the Quote Client received and executed includes Cloud Services, then Provider will deliver the following Services to the
extent these Services are identified in the Quote.
Provider hereby grants you the right to access and use only those software-solution and other information technology
Services specified on the Pricing and Support Addendum during the Term specified in the Pricing and Support Addendum
or the Service Documents. Those Services may be hosted on servers operated by one or more third parties.
Provider will: (i) Move all client’s data to a cloud computing platform; (ii) Allow client to have access to data via virtual desktop
from client’s own device or device provided by Provider; (iii) Manage the entire cloud environment for client; and (iv) Use
licenses for applications provided by a cloud computing platform such as Office 365.
Provider will: (i) Move some of client’s data to a cloud computing platform, and in some circumstances have a server
remaining on premise at client’s location, at customer’s request. Any Client data being moved shall be agreed to by the parties
in writing prior to moving with specific instructions as to identify which data will be moved, managed or unmanaged by
Provider. Any Client data being moved or managed shall be specifically identified as to the location of the data on a
particular server. Any Client data not being moved, or that is not specifically identified by Client will be considered not
managed. Provider shall not be responsible for the identification, classification, or location of the data. Client is solely
responsible for its data up to the outermost point of Provider’s firewall with the public internet (the “Demarcation Point”).
Once data has been identified, classified, its final location determined, and moved past the Demarcation Point, Provider shall
then become responsible for Client data; (ii) Manage the entire cloud environment for client; (iii) Use licenses for applications
provided by a cloud computing platform such as Office 365; (iv) Provide hardware that will be owned by Provider and will be
licensed using a Service Provider License Agreement (“SPLA”) Agreement.
Private Cloud or Software Subscriptions:
Provider will: (i) Maintain all client’s data on premise at customer’s location; (ii) Manage the entire cloud environment and
software subscriptions for client; (iii) Provide unmanaged cloud environment and software subscriptions for client; (iv) Use
licenses for applications provided by a cloud computing platform such as Office 365; (v) Provide hardware that will be owned
by Provider and will be licensed using a Service Provider License Agreement (“SPLA”) Agreement.
Microsoft 365 Licensing Fees. The Services may require us to purchase certain "per seat" licenses from Microsoft (which Microsoft refers to as New Commerce Experience or "NCE Licenses") to provide you with one or more of the following applications: Microsoft 365, Office 365, Dynamics 365, Windows 365, Microsoft Power Platform, or any future Microsoft offerings (each, an "NCE Application"). As per Microsoft's requirements, NCE Licenses cannot be canceled once they are purchased and cannot be transferred to any other customer. If we purchase NCE Licenses for you on an order, then those licenses will require a one (1) year term, or you will be assessed additional Microsoft monthly fees for purchasing month-to-month licensing instead of committing to the one (1) year term. For that reason, you understand and agree that regardless of the reason for termination of the Services, you are required to pay for all applicable NCE Licenses in full for the entire term of those licenses. Provided that you have paid for the NCE Licenses in full, you will be permitted to use the applicable NCE Applications until the expiration of their license terms, even if you move to a different technology services provider.
In connection with such access, Provider or any third -party service provider may issue user credentials allowing Client’s
users to access the Services. All user credentials are Provider Confidential Information, as defined in the Master
Services Agreement. You shall not share Provider user credentials with any third party without Provider’s prior written
consent. User credentials may be distributed to authorized employees to access the Services, but no credentials may
be transferred to or shared with a third party without Provider’s written approval. Provider reserves the right to require that
Client changes its users’ passwords at any time, with reasonable notice. All user credentials will automatically expire at the
end of the Term
As between the parties, Provider retains all right, title and interest in and to the Services and their various components,
along with all intellectual property rights associated therewith. Other than as expressly set forth herein, no license or
other rights in or to the Services are granted to you, and all such licenses and rights are hereby expressly reserved. In
addition, you shall not:
• Modify, copy or create derivative works based on the Services or on any Provider Materials;
• Create Internet "links" to or from the Services, or "frame" or "mirror" any content forming part of the Services, other
than on your own intranet(s) or otherwise for your own internal business purposes;
• Distribute or allow others to distribute any copies of any Provider Materials or any part thereof to any third party;
• Rent, sell, lease or otherwise provide any third party with access to the Services or to any Provider Materials,
or to any copy or part thereof, or use the Services or any Provider Materials for the benefit of a third party; or
• Remove, modify or obscure any copyright, trademark or other proprietary -rights notices that are contained in or
on any Provider Materials.
• Reverse engineer, decompile, or disassemble the Provider Materials, except to the extent that such activity is
expressly permitted by applicable law.
For purposes of this Agreement, “Provider Materials” means any text, graphical content, techniques, methods, designs,
software, hardware, source code, data (including Reference Data), passwords, APIs, documentation or any improvement
or upgrade thereto, that is used by or on our behalf to provide the Services.
Some components of the Services or the Provider Materials may be provided through or licensed from third parties, including
but not limited to third -party software, products or services (“Third-Party Materials”). Use of all such Third-Party
Materials is subject to the terms of the MSA and the Service Documents. Provider, and not those third parties, will provide
any and all technical support related to the Services. However, under certain circumstances, pursuant to the terms of
applicable third-party license or services agreements, Provider may be obligated to provide certain information to those
third parties regarding the Services and/or regarding Client’s identity. Client consents to such disclosures. Where
practicable, Provider will make available to Client, for Client’s review, links to or copies of license agreements relating to
Third-Party Materials, including their warranties and restrictions. Client understands and agrees that Third-Party
Materials will be warranted only by the third -party provider and only as and to the extent set forth in such provider’s license
agreement, and that Provider will not be responsible, and makes no warranty, with respect to Third-Party Materials.
Furthermore, Provider accepts no responsibility for service failures, data loss, service interruption, third-party service
providers, or Third-Party Materials.
Third -party software publishers, including but not limited to, Microsoft will be intended third party beneficiaries of the
Agreement, with the right to enforce provisions of the Agreement and to verify compliance. If any third -party software
publisher believes in good faith that Client is not complying with its end -user terms and conditions (“End -User License”),
Provider will cooperate in good faith with the third -party publisher to investigate and remedy the non -compliance.
Within thirty (30) days of the termination of this Agreement, Provider shall remove, or cause to be removed, all copies of
Client’s Services and/or Provider Materials from the Client’s devices, or otherwise render the software, the Services and/or
the Provider Materials permanently unusable. Furthermore, Provider shall require that Client return or destroy all copies of
the software, the Services and/or the Provider Materials that it received. Client shall reasonably cooperate and assist,
as needed, with all such activities.
No Illegal Use
Client shall not use the Services in any application or situation where the Services would be used for any illegal manner,
for any unlawful purpose, or to violate the rights of others.
Prior to installation, or accessing, or using any software -solution and other information technology services specified on an
applicable Service Document during the Term, Client shall create a full, complete, and restorable electronic backup of all
systems which might be affected, in whole or in part, by the installation and/or maintenance of any software -solution and
other information technology services specified on an applicable Service Document. During the Term Client shall, and
does hereby, hold Provider harmless in the event of any damage to any system and applications software.
In connection with the Services, Provider will provide to Client’s designated administrator(s), technical contacts or users
(1) management of the Services by individuals trained in the Services Client has selected, and (2) phone and e-mail help
desk support during normal business hours, Monday through Friday, 7:00 am to 6:00 pm, Central time..
PROVIDER OBLIGATIONS AND WARRANTY
In addition to delivery of the Services, Provider accepts the following obligations:
Data Security & Privacy
In addition to its other confidentiality obligations , Provider shall not use, edit or disclose to any party other than Client any
electronic data or information stored by Provider, or transmitted to Provider, using the Services (“Client Data”). Provider
further shall maintain the security and integrity of any Client Data under Provider’s direct control. As between Provider and
Client, all Client Data is owned exclusively by Client. Client Data constitutes Confidential Information. Provider may access
Client's User accounts, including Client Data, solely to respond to service or technical problems at Client's request or as
necessary to provide the Services.
Unless otherwise agreed, daily maintenance windows will be from 6:00 PM to 8:00 AM (U.S. Central time). Routine
server and application maintenance and upgrades will occur during maintenance windows, and some applications,
systems or devices may be unavailable or non-responsive during such times.
PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR
COMPLETELY SECURE. THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN
THE LOSS OF YOUR PRIVACY, CONFIDENTIAL INFORMATION, AND PROPERTY. PROVIDER HAS NO
OBLIGATION TO PROVIDE SECURITY OTHER THAN AS STATED IN A SERVICE DOCUMENT. IN ADDITION,
CLIENT ACKNOWLEDGES THAT THIS AGREEMENT CONVEYS NO WARRANTIES, EXPRESS OR IMPLIED, BY
ANY THIRD-PARTY VENDORS OF SOFTWARE PRODUCTS MADE AVAILABLE TO CUSTOMER BY PROVIDER
AND THAT THOSE VENDORS DISCLAIM ANY AND ALL LIABILITY, WHETHER DIRECT, INDIRECT OR
CONSEQUENTIAL, ARISING FROM THE SERVICES.
This Service Attachment is effective on the date specified on the Pricing and Support Addendum (the “Service Start
Date”). Unless properly terminated by either party, this agreement will remain in effect through the end of the term
specified on the Pricing and Support Addendum (the "Initial Term").
"Renewal" means the extension of any Initial Term specified on a Pricing and Support Addendum for an additional
twelve (12) month period following the expiration of the Initial Term, or in the case of a subsequent Renewal, a Renewal
term. This Service Attachment will renew automatically for an additional twelve (12) month period upon the expiration of
the Initial Term or a Renewal term unless one party provides written notice to the other party of its intent to terminate at
least sixty (60) days prior to the expiration of the Initial Term or of the then-current Renewal term.
Early Termination by Client With Cause
Client may terminate this agreement for cause following sixty (60) days’ advance, written notice delivered to Provider if:
(i) Provider fails to fulfill in any material respect its obligations under this agreement and fails to cure such failure within
thirty (30) days following receipt of written notice, or (ii) Provider terminates or suspends its business operations (unless
succeeded by a permitted assignee under this agreement)
Early Termination by Client Without Cause
If Client has satisfied all of its obligations under all Service Documents, then no sooner than ninety (90) days
following the Service Start Date, Client may terminate this Service Attachment without cause during the Initial
Term upon sixty (60) days’ advance, written notice, provided that Client pays Provider a termination fee equal to
seventy-five percent (75%) of the recurring, Monthly Service Fees remaining to be paid from the effective termination
date through the end of the Initial Term based on the prices identified on the Pricing and Support Addendum or Quote
then in effect. Client may terminate this Service Attachment without cause following the Initial Term during any
Renewal term upon sixty (60) days’ advance, written notice, without paying an early termination fee. Pricing is
established based on length of the term of the Agreement and early termination causes loss to Provider.
Termination by Provider
Provider may elect to terminate this Service Attachment upon thirty (30) days’ advance, written notice, with or without
cause. Provider may suspend the Services upon ten (10) days written notice, if Client violates a third-parties end user
license agreement regarding provided software, if Client’s action or inaction hinder Provider from providing the
contracted Services, or if Client fails to timely pay for the Services.
Effect of Termination
If either party terminates this Service Attachment, Provider will assist Client in the orderly termination of Services,
including timely transfer of the Services to another designated provider. Client shall pay us the actual costs of delivering
any such assistance. Termination of this Service Attachment for any reason by either party immediately nullifies all
access to Provider’s services and equipment. Provider will immediately uninstall any affected software from Client’s
devices, and Client hereby consents to such uninstall procedures.
Exhibit “A” to Service Attachment
PRICING AND SUPPORT ADDENDUM
This Pricing and Support Addendum (“Addendum”) is by and between Pegasus Technology Solutions, LLC, (“Provider”) and
Catchall (“Client”), pursuant to the terms of the Service Attachment (the “Service Attachment”) and/or Quote signed by the
parties. This Addendum is a part of, is subject to, and is governed by the terms of the Service Attachment, and, when signed by
the parties, it takes the place of any other pricing and support addendum or Quote previously signed by the parties. The Initial
Term of this Agreement shall be 36 months.
Following receipt of any notification that a support-related problem within the scope of the Service Attachment has occurred
Provider shall use reasonable best efforts to begin problem management within the response time targets identified below. All
incidents, with status or resolution, will be documented either via regular email updates to the Primary Client Contact (identified
below) or by posting updates to the ticket tracking system assigned to Client.
The following table shows the targets of response times for each priority level:
|Service not available (all users and functions unavailable).||1||Within 1 Business Hour|
|Significant degradation of service (large number of users or business critical
|2||Within 2 Business Hours|
|Limited degradation of service (limited number of users or functions affected,
business process can continue).
|3||Within 4 Business Hours|
|Small service degradation (business process can continue, one user affected).||4||Within 24 Business Hours|
This is a Managed Services contract. Customer will be billed monthly for the Service. Customer also will be billed an initial Setup
Fee equal to one month's scheduled billing to cover the setup and initiation costs of the Service unless otherwise specified in the
Quote. Additional work or hours to be completed as part of a Change Order or Quote, if any, may also be billed monthly as
specified in the Service Document. The quote below details the setup (non-recurring) and monthly (recurring) fees associated
with the Services to be delivered under the Service Attachment as of the Service Start Date:
The Master Service Agreement is designed to establish the general relationship terms between the Parties. The Service
Attachment then outlines the services to be provided within each category of services identified in the Quote. The Quote more
specifically describes the services and cost and due to its specificity shall control over all other agreements between the Parties
as to the services to be provided and the cost. For example, certain services identified in the Service Attachment as included
within a category may not be included and or may be specifically excluded in the Quote. Thus, the Quote shall be the controlling
document between the Parties in the event of a conflict and shall control as to the actual services to be provided and the cost for
the same. If the Quote does not contain any limitation or specificity but instead references a category of services, then Client
shall receive all of the services in the Service Attachment under that category as set forth therein.
Project Services / Statement of Work
Any work not provided in a Service Document, Client agrees to pay Providers then current managed service hourly rate of $175
Client will be invoiced monthly on the first of each month. Payment is due on the first of each month. Payment must be made via
ACH or Credit Card using a Wise-Pay account provided by Pegasus. If the client chooses to use a credit card, they will be assessed
MASTER SERVICE AGREEMENT FOR STAFFING
This Agreement is between Pegasus Technology Solutions, LLC a Texas company (sometimes referred to as “we,” “us,” “our,”
OR “Provider”), and our Clients (sometimes referred to as “you,” “your,” OR “Client”), effective as of the date signed below by both
parties (the “MSA Effective Date”).
The parties agree as follows:
STRUCTURE OF THE AGREEMENT
The Agreement consists of the provisions set forth in (i) the “Master Services Agreement” (“MSA”) and (ii) any statement of work
or assignment order executed pursuant to and in accordance with the terms of this Agreement, including the exhibits, appendices
and schedules referenced therein or attached thereto (“SOW” or “Assignment Order”), collectively referred to as the Agreement
(“Agreement”). Each SOW will include a description of the services to be provided by Pegasus Technology Solutions LLC on
behalf of Client (“Services”) and any Client obligations in connection with the Services. In the event of a conflict between the
terms and conditions of a SOW and this MSA, the MSA will control, except (i) payment and invoicing terms in the SOW will
control, (ii) when a provision of a SOW expressly provides that it is intended to amend and supersede a specific provision of the
Client agrees to pay Pegasus Technology Solutions LLC for its services and any other costs or fees at the rate(s) set forth in
each SOW. Pegasus Technology Solutions LLC will invoice Client weekly at the address set forth above, except as otherwise
provided in a SOW. Payment will be due within thirty (30) days of Client’s receipt of invoice, except as otherwise provided in a
SOW. Any late invoicing by Pegasus Technology Solutions LLC will not affect Client's obligation to pay for services rendered.
Term and Termination
The Agreement will begin on the Effective Date and will continue in force until
it is terminated six (6) months after the effective date. Either Party may terminate this Agreement without cause upon thirty (30)
days written notice to the other Party. In addition, either Party will have the option to terminate this Agreement or any applicable
SOW immediately upon notice to the other Party, if the other Party breaches any of its material duties or obligations under this
Agreement and does not cure such breach within thirty (30) days after notice thereof, or if the other Party declares or becomes
bankrupt, dissolves or is subject to a material deterioration in creditworthiness or fails to make any payments within the time
periods specified in this Agreement. Upon termination of this Agreement, Pegasus Technology Solutions LLC will promptly
provide an invoice to Client for all fees incurred by Client under this Agreement and Client will pay the amounts set forth on the
invoice within thirty (30) days of receipt.
Both Parties acknowledge that they may receive information that is proprietary or confidential to the other Party or its affiliated
companies and their clients. During the term of this Agreement and for three (3) years thereafter, both Parties agree to take
reasonable measures to hold such information in strict confidence and not to disclose such information to third parties or to use
such information for any purpose whatsoever other than performing hereunder or as required by law. Upon written request by the
disclosing Party, the receiving Party will return (or, if requested, destroy) the confidential information of the disclosing Party in the
possession of the receiving Party at the time of termination or expiration.
Intellectual Property Rights
Any discoveries, inventions, concepts or ideas, and modifications thereof, made or conceived pursuant to an Assignment
Order, is a “work made for hire” and Client retains all right, title and interest in and to any and all such “work made for hire.”
Pegasus Technology Solutions LLC retains all right, title and interest in and to any and all business processes,
methodologies, analysis frameworks, systems, patents, trademarks, service marks, business names, copyright, trade
secrets, inventions, discoveries, concepts, ideas, works of authorship, software, computer programs, modules, data,
documentation, manuals, guidelines, database rights, designs, drawings, test results, tools, confidential information and
skills, and all modifications thereof, owned, developed by or licensed to Pegasus Technology Solutions LLC, prior to or
independently from this Agreement (“Pegasus Technology Solutions LLC Background Materials”). Client retains all right, title
and interest in and to any and all business processes, methodologies, analysis frameworks, systems, patents, trademarks,
service marks, business names, copyright, trade secrets, inventions, discoveries, concepts, ideas, works of authorship,
software, computer programs, modules, data, documentation, manuals, guidelines, database rights, designs, drawings, test
results, tools and confidential information, and all modifications thereof, owned, developed by or licensed to Client (“Client
Materials”). Except for Pegasus Technology Solutions LLC Background Materials, Pegasus Technology Solutions LLC
hereby assigns all of its rights, title, and interest in and to the Deliverables identified in a SOW to Client and Client retains all
right, title and interest in such Deliverables.
Pegasus Technology Solutions LLC will maintain in force during the term of this Agreement insurance coverage as follows: (i)
Employers Liability Insurance with limits of at least $500,000 for each accident or disease; (ii) Commercial General Liability and
Property Damage Insurance, including coverage for products and completed operations, with limits of at least $2,000,000 for
each occurrence; (iII) Excess Automobile Liability Insurance, with limits of at least $1,000,000 for each occurrence and which will
apply only to Pegasus Technology Solutions LLC employees who operate their own vehicles.
Indemnification and Limitation of Liability
Except as provided herein, Pegasus Technology Solutions LLC agrees to defend, indemnify and hold the Client and its parent,
subsidiaries, directors, officers, agents, representatives and employees harmless of and from any and all claims, losses and
liabilities to the extent caused by Pegasus Technology Solutions LLC’ breach of this Agreement or by Pegasus Technology
Solutions LLC’ negligence, gross negligence, recklessness or willful misconduct. Except as provided herein, Client agrees to
defend indemnify and hold Pegasus Technology Solutions LLC and its parent, subsidiaries, directors, officers, agents,
representatives and employees harmless of and from any and all claims, losses and liabilities to the extent caused by Client’s
breach of this Agreement or by Client’s negligence, gross negligence, recklessness or willful misconduct. The Parties agree that
this Section 7 is the complete agreement between them with respect to any possible indemnification claim, and waive their right
to assert any common-law indemnification or contribution claim against the other. The Parties each agree to promptly inform the
other after its receipt of any claim, demand, or notice for which indemnification hereunder may be sought, and to cooperate in the
investigation and defense of any such claim, demand or notice.
NEITHER PARTY SHALL BE LIABLE FOR OR REQUIRED TO INDEMNIFY ANY OTHER PARTY FOR ANY INCIDENTAL,
CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT,
REGARDLESS HOW CHARACTERIZED AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES, WHICH ARISE FROM THE PERFORMANCE OF THE AGREEMENT OR IN CONNECTION WITH THE
AGREEMENT, AND REGARDLESS OF THE FORM OF ACTION (WHETHER IN STRICT LIABILITY OR OTHERWISE).
NEITHER PARTY’S LIABILITY FOR DAMAGES OR INDEMNITY UNDER THE AGREEMENT REGARDLESS OF THE FORM
OF ACTION WILL EXCEED PER CLAIM AND IN THE AGGREGATE THE TOTAL AMOUNT ACTUALLY PAID BY CLIENT
UNDER THE RELEVANT STATEMENT OF WORK DURING THE TWELVE (12) MONTHS PRECEDING THE EVENTS GIVING
RISE TO THE LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE FORGOING LIMITATION OF
LIABILITY WILL NOT EXTEND TO ANY PAYMENTS FOR SERVICES OWED BY CLIENT.
This Agreement and the exhibits attached hereto contain the entire understanding between the Parties pertaining to the subject
matter hereof and supersedes all prior agreements, negotiations and understandings relating to the subject matter hereof. No
provision of this Agreement may be amended or waived unless such amendment or waiver is agreed to in writing signed by both
Parties. Neither Party may, directly or indirectly, in whole or in part, neither by operation of law or otherwise, assign or transfer
this Agreement or delegate any of its obligations under this Agreement without the other Party’s prior written consent, except that
either party may assign or transfer the Agreement or delegate any rights or obligations thereunder without consent in connection
with a merger, reorganization, transfer, sale of assets or product lines, or change of control or ownership. Neither Party will be
responsible for failure or delay in performance hereunder if the failure or delay is due to labor disputes, strikes, fire, riot, war,
terrorism, pandemic, acts of God or any other causes beyond the control of the non-performing Party. Except as expressly
provided herein, those provisions of the Agreement, which by their terms extend beyond the termination of the Agreement, will
remain in full force and effect and survive such termination, including without limitation, Sections 3, 4, 5, 6 and 7. Both Parties
shall comply with all laws consistent with their obligations hereunder and applicable to their businesses generally, including but
not limited to all applicable laws regarding non-discrimination in employment, fair labor standards and data privacy. Pegasus
Technology Solutions LLC may provide Services through affiliates and subcontractors. All notices to a Party required under this
Agreement must be in writing to the receiving Party’s address included in the preamble above. This Agreement will be governed
in all respects by the laws of the State of Texas, without regard to its conflicts of law principles. The Parties consent to the
jurisdiction of any state or federal court in Texas for the resolution of any disputes in connection with this Agreement. The Parties
represent and warrant that they have full corporate power and authority to execute this Agreement and to perform their
obligations hereunder, and that the person whose signature appears below is fully authorized to enter into this Agreement on
behalf of the Party he or she represents. There are no warranties, representations or other agreements between the Parties in
connection with the subject matter hereof except as specifically set forth in the Agreement.