Master Services Agreement

Disclaimer

This Master Services Agreement ("Agreement") governs the provision of services by Socium IT LLC, a Georgia limited liability company ("Company"), to any individual or entity that executes an Addendum, Statement of Work, or Order Form referencing this Agreement, or that otherwise accesses or uses the Services ("Client"). Company and Client are sometimes referred to as a "Party" and collectively as the "Parties." This Agreement is effective as of the date Client first executes a document incorporating these terms or first accesses the Services (the "Effective Date").

Definitions

As used in this Agreement, the following terms shall have the meanings set forth below:

• "Addendum" means a written supplement to this Agreement that describes specific Services, pricing, deliverables, and terms applicable to a particular engagement, and which upon execution by both Parties becomes part of this Agreement.
• "Change Order" means a written amendment to an Addendum or SOW that modifies the scope, timeline, pricing, or other terms of the Services described therein, executed by both Parties.
• "Client Materials" means all data, documents, information, systems access, credentials, and other materials provided by Client to Company for the purpose of performing the Services.
• "Confidential Information" means all non-public business, technical, financial, operational, or proprietary information disclosed by one Party to the other in connection with this Agreement, whether disclosed orally, in writing, or by inspection, including but not limited to trade secrets, customer lists, pricing, business plans, software, and technical data. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving Party; (ii) was rightfully known to the receiving Party prior to disclosure; (iii) is rightfully obtained from a third party without restriction; or (iv) is independently developed without use of the disclosing Party's Confidential Information.
• "Deliverables" means the tangible and intangible work product, reports, analyses, documentation, configurations, and other materials created by Company and delivered to Client in the course of performing the Services, as specified in the applicable Addendum or SOW.
• "Initial Term" has the meaning set forth in Section 2.1.
• "Navigo" means Company's proprietary assessment and procurement support engagement.
• "Renewal Term" means each successive twelve (12) month period following the Initial Term during which this Agreement remains in effect.
• "Services" means the telecom intelligence, expense management, procurement support, managed technology, software access, and related professional services to be provided by Company to Client as described in this Agreement and any Addendums or SOWs.
• "SOW" or "Statement of Work" means a written document that describes specific Services, deliverables, timelines, and pricing for a particular project or engagement, and which upon execution by both Parties becomes part of this Agreement.
• "Term" means the Initial Term and any Renewal Terms, collectively.
• "Underlying Agreements" means the agreements between Company and third-party software, platform, or service providers that Company utilizes to deliver the Services.
• "Vigilis" means Company's proprietary cloud-based telecom expense management and intelligence software platform, including all modules, features, and updates thereto.

1. Scope of Services

• General Scope: The services to be provided under this Agreement will be described in one or more Addendums or Statements of Work (SOWs) entered into by the Parties and such services shall be collectively referred to herein as the "Services". Each Addendum or SOW will describe the specific Services, deliverables, and applicable terms, and upon signing will form an integral part of this Agreement and be subject to the terms and conditions set forth herein.
• Multiple Addendums: Client acknowledges that this Agreement may encompass multiple Addendums or SOWs, each addressing distinct Services provided by the Company. Addendums may include, but are not limited to:
  • Addendum A: Navigo - Procurement Support
  • Addendum B: Vigilis Prima - Managed Technology
  • Addendum B: Vigilis Optima - Managed Technology & Expense Management
  • Addendum C: Bill Pay - pay clients bills on their behalf
  • Addendum D: Nexus - Hardware
• Performance: Company agrees to provide the Services and Deliverables as outlined in any Statements of Work (SOW), Addendums, or Change Orders.
• Priority of Addendums or SOW: In the event of a conflict between this Agreement and any Addendum or SOW, the terms of the Addendum or SOW shall govern solely with respect to the specific Services described therein, unless explicitly stated otherwise in any such Addendum or SOW.
• Use of Third Party Software: Client understands, acknowledges and agrees that Company may use third-party software (collectively, the "Underlying Agreements") to deliver the Services in this Agreement or any Addendums or SOW. The Client further understands and acknowledges this use and understands these platforms operate under their providers' terms. Company will manage the integration of these platforms, ensure confidentiality, and use commercially reasonable efforts to protect Client data in compliance with applicable laws and standards, but is not responsible for disruptions beyond its actual control. In the event of any termination or expiration of the Underlying Agreements, some portion of the Services provided by the Company may be impacted. Company shall have no liability to Client for any such event and will use commercially reasonable efforts to replace, substitute or modify any affected Services within a timely manner and using reasonable efforts to minimize cost increases to Client.

2. Term and Termination

• Initial Term: This Agreement shall commence on the Effective Date and shall continue for a period of thirty-six (36) months (the "Initial Term"), unless earlier terminated in accordance with this Section 2.
• Renewal: Upon expiration of the Initial Term, this Agreement shall automatically renew for successive twelve (12) month periods (each, a "Renewal Term"), unless either Party provides written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current Term.
• Addendum and SOW Terms: Unless a separate term is expressly stated in an Addendum or Statement of Work, the term for the Services described in each such Addendum or Statement of Work shall be coterminous with this Agreement.
• Termination for Convenience: After the Initial Term, either Party may terminate this Agreement or any Addendum or SOW for convenience upon sixty (60) days' written notice to the other Party.
• Termination for Cause: Either Party may terminate this Agreement or any Addendum or SOW immediately upon written notice if the other Party:
  • materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach; or
  • becomes insolvent, files for bankruptcy, or has a receiver appointed for a substantial portion of its assets.
• Effect of Termination: Upon any termination or expiration of this Agreement:
  • Client shall pay Company for all Services performed and Deliverables delivered through the effective date of termination;
  • Client shall pay any early termination, cancellation, or similar charges associated with the Underlying Agreements that are attributable to Client's Services;
  • Each Party shall return or destroy the other Party's Confidential Information upon request; and
  • The following sections shall survive termination: Sections 1 (Definitions), 4 (Intellectual Property), 5 (Confidentiality), 7 (Indemnification), 8 (Limitation of Liability), 9 (Conflict Resolution), and 10 (General Provisions).

3. Fees and Payment

• Fees: Client agrees to pay the fees specified in the applicable Addendum or SOW for the Services provided thereunder.
• Fee Adjustments: Fees shall remain fixed during the Initial Term unless otherwise specified in an Addendum. Upon each Renewal Term, Company may increase fees by up to seven percent (7%), or by any amount upon ninety (90) days' prior written notice to Client. Fee adjustments shall apply to the Renewal Term immediately following such notice.
• Invoicing: Company shall invoice Client monthly in arrears for Services performed, unless a different invoicing schedule is specified in the applicable Addendum or SOW.
• Payment Terms: Payment is due within thirty (30) days of the invoice date. Late payments shall bear interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less.
• Disputed Invoices: Client shall notify Company in writing of any disputed charges within fifteen (15) days of the invoice date, specifying the nature and basis of the dispute. Client shall pay all undisputed amounts when due. The Parties shall work in good faith to resolve any billing disputes promptly.
• Taxes: All fees are exclusive of applicable taxes. Client is responsible for all sales, use, value-added, and similar taxes arising from the Services, excluding taxes based on Company's net income.

4. Intellectual Property

Ownership

• Deliverables: Ownership of Deliverables transfers to Client upon full payment.
• Preexisting Materials: Company retains ownership of its preexisting intellectual property but grants Client a limited license for internal use within Deliverables.
• License to Use: Client grants Company a non-exclusive license to use Client-provided materials ("Client Materials") as necessary to perform Services.

5. Confidentiality

• Definition: "Confidential Information" includes all non-public business, technical, or financial information disclosed under this Agreement.
• Obligations: Each Party agrees to protect the other's Confidential Information and use it solely for fulfilling its obligations under this Agreement.
• Association: Client agrees to allow Company to reference the Client name and branding for the announcement of engagement and mention in customer lists. All other uses will be approved by Client in writing, which approval is not to be unreasonably withheld, delayed or conditioned.

6. Warranties and Disclaimers

• Company Warranties: Company represents that Services will be performed in a professional manner consistent with industry standards.
• Disclaimer: Except as expressly stated in this Agreement or any applicable Addendum, Services are provided "as is."

7. Indemnification

• By Company: Company shall indemnify Client against claims that Deliverables infringe third-party intellectual property rights.
• By Client: Client shall indemnify Company for claims arising from Client Materials or Client's misuse of Deliverables, together with any and all claims arising from or relating to infringement of third-party intellectual property rights.

8. Limitation of Liability

• Cap on Liability: Company's total liability under this Agreement shall not exceed the greater of (i) the fees paid by Client in the 12 months preceding the claim, or (ii) $10,000.
• Exclusion of Damages: Company is not liable for indirect, consequential, or punitive damages, even if advised of their possibility.

9. Conflict Resolution

• Good Faith Discussions: First, the Parties agree to resolve any conflicts, discrepancies, or disputes under this Agreement through good faith discussions. Upon written notice of a conflict, both Parties shall meet within ten (10) business days to attempt resolution.
• Escalation: If after the good faith discussions the matters are unresolved, the issue will escalate to senior representatives from both Parties for resolution within an additional ten (10) business days from the date of the notice set forth in Section 9.1.
• Mediation and Arbitration: If escalation fails, the Parties will submit the conflict to mediation by a neutral third party, with costs shared equally. If mediation does not resolve the issue, the conflict will proceed to binding arbitration as outlined in Section 10.2.
• Continued Performance: Pending resolution, and provided Client continues to make timely payment for all Services as and when due, both Parties shall continue to perform their obligations under this Agreement unless doing so is impracticable or mutually agreed otherwise.

10. General Provisions

• Governing Law: This Agreement is governed by the laws of the State of Georgia. Each of the Parties hereby submit to the exclusive personal and subject matter jurisdiction of Fulton County, Georgia for the resolution of any disputes arising hereunder.
• Dispute Resolution: Disputes shall be resolved through binding arbitration in accordance with the commercial rules of the American Arbitration Association, in Atlanta, Georgia. The prevailing party may elect to confirm any final arbitration ruling with a filing in the appropriate court(s).
• Force Majeure: Except for Client's obligations to make all payments hereunder as and when due that are not subject to a force majeure event, neither Party is liable for delays caused by events beyond its reasonable control.
• Entire Agreement: This Agreement, including all SOWs and Addenda, constitutes the entire agreement between the Parties and supersedes all prior discussions and agreements (if any). Company may, without Client's prior consent, assign this Agreement to an affiliate or in connection with a merger or change of control of Company or the sale of all or substantially all of Company's assets, provided that any such successor agrees to fulfill its obligations under this Agreement. Subject to the foregoing restrictions, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.
• Insurance: Company shall maintain, at its own expense, the following insurance coverage throughout the Term: (i) commercial general liability insurance with limits of not less than $1,000,000 per occurrence; (ii) professional liability insurance with limits of not less than $1,000,000 per claim; and (iii) cyber liability insurance with limits of not less than $1,000,000 per claim. Company shall provide certificates of insurance upon Client's request.
• Notices: Notices must be sent through the official communications channels listed in the Official Communications section, including the addresses below, via certified mail, a recognized overnight courier, or email with confirmation of receipt.

11. Software Services

• Software Terms Applicability: To the extent applicable in any Addendum, the following terms apply.
• Software Delivery: Company delivers software tools through a cloud based Software as a Service solution, Vigilis.
• Software Access: Company will provide Client with access to the suite of Vigilis modules as well as basic software configuration and user training.
• Software Ownership: Company is the owner of Vigilis and is in compliance with the use of any 3rd party software associated with Vigilis and has the right to grant to Client the rights set forth in this agreement.
• Software Transferability: During the term (and any renewals), Company grants a non-exclusive, non-transferable license to access Vigilis over the internet to Client.
• Account Security: Company will provide login credentials for Client's authorized users to access Vigilis. The Client is responsible for its employees' or representatives' actions when using Vigilis. It is also the Client's responsibility to manage and monitor password use. If a password is misused or disclosed without authorization, the Client must notify Company immediately. Accounts may be suspended or canceled if misused.
• Software Use: The Client can use Vigilis only for its internal business operations. The Client is not allowed to: 1. Download or copy Vigilis (except to print reports), 2. Reverse-engineer, decompile, or disassemble Vigilis, 3. Share, sell, lease, or transfer access to Vigilis to third parties. 4. Create or develop any technology based on Vigilis or Socium's confidential information. The Client acknowledges that Company owns all rights to Vigilis, including its intellectual property. This agreement does not grant any ownership or additional rights to the Client. The Client must also follow export laws when dealing with Vigilis.

Fair Use

Client's access to the Vigilis platform is subject to the following fair use terms unless otherwise outlined in an Amendment:

• Usage Limit: Client may upload and process up to five (5) invoices per calendar month through the Vigilis platform. This limit ensures reasonable use aligned with the intended support function of the tool.
• Exceeding Limits: Use beyond this threshold may result in (a) temporary suspension of access, (b) the imposition of additional fees, or (c) a requirement to execute a separate licensing agreement, at Socium's sole discretion.
• Monitoring: Socium reserves the right to monitor Client's usage to ensure compliance with this Fair Use clause. Repeated or material overages may constitute grounds for limiting or terminating access to the platform.
• Disclaimer: Vigilis is provided "as is" without warranties of any kind. Socium disclaims all liability for decisions or actions taken by Client based on its use of the tool.

Socium may, at its sole discretion, grant exceptions to the stated usage cap upon written request, provided such use remains consistent with the platform's intended purpose.