TRIAD Information Security, LLC - MASTER SERVICES AGREEMENT

This Master Services Agreement (“MSA” or “Agreement”) sets forth the general terms and conditions governing the provision of services between TRIAD Information Security, LLC. (“TRIAD”) and its Customer. The parties will execute separate Service Agreements or Statements of Work (SOWs), which shall incorporate and be governed by the terms of this Agreement.

This Agreement becomes effective on the date the first Statement of Work is signed by authorized representatives of both TRIAD and the Customer (“Effective Date”).

1.  Services

TRIAD shall perform the services outlined in a written order between TRIAD and the Customer, as specified in a Statement of Work (SOW). Each SOW shall detail:

(i)      The services to be provided by TRIAD

(ii)    Any recurring and non-recurring charges associated with the services

(iii)   The term during which the services will be rendered

Services may also include the provision of Products in addition to performed services. For the purposes of this Agreement, Services shall encompass any Products sold, supplied, or provided.

b. As part of the Services, TRIAD may supply the Customer with certain materials, including but not limited to:

(i)      Basic operating software required for maintaining and operating the Customer’s website(s), application(s), or data

(ii)    Documentation, reports, or other materials developed or provided by TRIAD or its suppliers (collectively, “Host Materials”)

c. TRIAD shall comply with all applicable laws, rules, and regulations in performing the Services or fulfilling any obligations under this Agreement.

d. Each party shall designate a single Point of Contact (PoC) within its organization to coordinate and facilitate communications related to this Agreement.

2. Customer Obligations

a. The Customer shall make all payments due under this Agreement in a timely manner.

b. The Customer is solely responsible for providing, updating, uploading, and maintaining all applications, files, data, and materials associated with its use of the Services (collectively, the “Customer Content”). This includes, but is not limited to, software, websites, trade or service marks, images, graphics, audio, video, emails, domain names, and text.

c. The Customer shall implement and maintain reasonable security measures to ensure the security and stability of the Customer Content. This includes:

(i)                  Keeping all application software installed by the Customer (or by TRIAD at the Customer’s request) updated with necessary security patches and upgrades.

(ii)                Encrypting all personally identifiable information (PII) transmitted, stored, or processed through servers or storage devices used by the Customer.

d. The Customer shall comply with all applicable laws and regulations governing its use of the Services.

e. The Customer shall cooperate reasonably with TRIAD to facilitate the effective and efficient performance of the Services. This includes:

(i)                  Providing all necessary information, decisions, access, and assistance required for TRIAD to deliver the Services.

(ii)                Ensuring TRIAD has safe access to and from any premises where Services are provided.

(iii)               Obtaining any necessary property owner consents for TRIAD to install, inspect, repair, maintain, or remove equipment related to the Services.

f. Unless explicitly permitted under this Agreement, the Customer shall not use, nor permit others to use, the Services for any unlawful or unauthorized purpose.

3. Payment Terms

a. Invoicing TRIAD shall invoice Customer for Services as specified in each Statement of Work (SOW). Invoices shall be issued in advance at the start of the Contract and subsequently on the first of each month, or according to the invoicing schedule set forth in the applicable SOW.

b. Payment Due Date and Late Payments Unless otherwise stated in an SOW, Customer shall pay all invoices within thirty (30) days of receipt (“Net 30”). If an SOW specifies different payment terms, those terms shall apply solely to that SOW. If Customer fails to make payment within the designated period, interest will accrue on the outstanding balance at a rate of two percent (2%) per month, or the maximum rate permitted by law, whichever is lower. TRIAD reserves the right to suspend or withhold Services until all outstanding invoices are paid in full.

c. Invoice Disputes If Customer disputes any portion of an invoice, the undisputed amount must still be paid within the Grace Period. Customer must submit a written notice detailing the disputed amount and the basis for the dispute within thirty (30) days of the invoice date. If the dispute is resolved in favor of TRIAD, Customer shall pay the outstanding amount along with any applicable interest accrued from the original due date. Any amounts not properly disputed within this timeframe will be deemed final and payable.

d. Changes to Payment Terms TRIAD reserves the right to modify Customer’s payment terms, including requiring a deposit or other security, under the following circumstances:

(i)                  Customer fails to make timely payments;

(ii)                Customer has made three (3) or more late payments; or

(iii)               Customer experiences an Insolvency Event, defined as filing for bankruptcy, making a general assignment for creditors, or being subject to involuntary insolvency proceedings.

e. Non-Waiver of Payment Rights Acceptance of any payment marked as “payment in full” shall not constitute a waiver of TRIAD’s right to collect full payment for all Services provided under the Agreement.

f. Taxes. Customer shall be responsible for any applicable sales tax, value-added tax (VAT), goods and services tax (GST), or similar taxes associated with the Services, as properly invoiced.

4. Term and Termination

a. Term and Renewal. This Agreement shall commence on the Effective Date and continue for an initial term of twelve (12) months (“Term”). Unless either party provides written notice of its intent not to renew at least thirty (30) days before the expiration of the current Term or any Renewal Term, the Agreement shall automatically renew for successive one (1) year terms (“Renewal Term”). If a Statement of Work (SOW) specifies a longer term (e.g., thirty-six (36) months), that specified term shall govern for that SOW.

b. Termination Without Cause. Either party may terminate this Agreement without cause by providing thirty (30) days' written notice to the other party. However, termination of the Agreement shall not affect any active SOWs, which shall remain in effect until their completion or termination in accordance with their terms.

c. Termination for Cause. Either party may terminate this Agreement or any individual SOW in the event of a material breach by the other party. The non-breaching party must first provide written notice specifying the breach and its intent to terminate. If the breaching party fails to cure the breach within thirty (30) days, or if the breach is not curable within that period, the non-breaching party may terminate the Agreement or the affected SOW, effective as of the date specified in the termination notice.

d. Termination for Insolvency. Either party may terminate this Agreement if the other party experiences an Insolvency Event, as defined herein. The affected party shall promptly notify the other party of such an event.

e. Early Termination by Customer. If the Customer terminates any SOW before the end of the applicable Term in violation of this Agreement, the Customer shall pay TRIAD an early termination fee equal to one hundred percent (100%) of the remaining monthly recurring charges due under the terminated SOW for the remainder of its Term. Failure to pay any amounts due under an SOW when owed shall constitute a material breach of this Agreement.

f. Post-Termination Obligations. Upon termination of this Agreement for any reason, both parties shall cooperate in good faith to facilitate an orderly transition, including the transfer of Customer Content to the Customer. Each party shall also refrain from making any statements or taking actions that could harm the reputation of the other party or its services. Additionally, all outstanding amounts due to TRIAD, including any applicable early termination fees, must be paid in full before the transfer of the Customer’s IT credentials.

5. TRIAD Warranties

a. TRIAD warrants that it has the full legal authority and capacity to enter into and fulfill the obligations of this Agreement.

b. TRIAD warrants that its services will be performed:

(i)      In accordance with the terms and conditions of this Agreement and the applicable Statement of Work (SOW);

(ii)    By personnel with the necessary skills, experience, and qualifications;

(iii)   In a timely, professional, and workmanlike manner;

(iv)   In alignment with generally recognized industry standards for TRIAD services; and

(v)     Without any guarantee that its services or deliverables will identify all risks, vulnerabilities, or security gaps within the Customer’s network, data systems, security controls, or information.

c. Disclaimer of Warranties: Except as expressly provided in this Agreement, TRIAD makes no other warranties, express or implied. TRIAD specifically disclaims all other warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing, usage, or trade practice. The Customer assumes full responsibility for its software, hardware, and third-party systems, and TRIAD expressly disclaims any representations, warranties, or liabilities related to such systems.

6. Customer Warranties

The Customer represents and warrants that:

(i)                  It has the full power and authority to enter into this Agreement and fulfill its obligations under its terms;

(ii)                The Customer Content does not contain any unlawful material, data, trademarks, trade names, advertisements, links, or services that violate any applicable laws or regulations, nor is it used in a manner that infringes or misappropriates any proprietary or intellectual property rights of any person in the United States;

(iii)               The Customer either owns or has the necessary licenses and rights to use the Customer Content; and

(iv)               The Customer shall maintain all required licenses for any Customer Content covered under this Agreement.

7. Security.

a. TRIAD shall employ commercially reasonable efforts and industry-standard practices to ensure the reliability and security of its Services. However, TRIAD is not responsible for unauthorized access to the Customer’s data or the unauthorized use of the Services. The Customer is solely responsible for the use of the Services by its employees, any individuals granted access by the Customer, and any unauthorized parties who gain access due to the Customer’s failure to implement reasonable security measures, regardless of whether such use was authorized by the Customer.

b. Unless otherwise agreed in writing by both parties, TRIAD shall provide security recommendations and solutions as outlined in the applicable Statements of Work (SOWs). TRIAD shall provide managed services only for the Current Major Releases of any software installed by TRIAD and operating on the Customer’s servers, websites, or applications. Except as otherwise stated in this Agreement, TRIAD will not support software that has reached or exceeded its End-of-Life Date. Furthermore, TRIAD shall not be liable for any security vulnerabilities arising from the Customer’s failure to apply security updates or patches, including cases where the software is no longer supported by its developer.

c. For the purposes of this Agreement:

“Current Major Releases” refers to the major versions of software running on the Customer’s servers, websites, or applications that are actively supported by the software’s manufacturer. These versions typically receive standard support services, security updates, and maintenance releases and may include additional enhancements, security upgrades, and new features.

“End-of-Life Date” refers to the final date on which a software manufacturer provides standard support services and/or security updates for a specific version or release of a product.

8. Customer’s Proprietary Rights

a. Customer retains all rights, title, and interest, including copyright and other intellectual property rights, in the Customer Content, along with any legally protectable elements, derivative works, modifications, and enhancements.

b. Customer grants TRIAD a limited, revocable, non-exclusive, and non-transferable license to use the Customer Content solely as necessary to fulfill its obligations under this Agreement for the duration of the Term.

c. If any portion of the Customer Content does not automatically vest in the Customer by operation of law or this Agreement, TRIAD agrees to assign and transfer all rights, title, and interest in such content, including any protectable elements or derivative works, to the Customer.

9. TRIAD Proprietary Rights

a. Ownership of Technology. The parties acknowledge that TRIAD may utilize certain proprietary or licensed Technology in providing the Services. This Agreement does not transfer any ownership or proprietary rights in such Technology from TRIAD to Customer. "Technology" includes TRIAD’s proprietary tools, software (source and object code), hardware designs, algorithms, user interfaces, architecture, libraries, documentation (printed and electronic), network designs, trade secrets, know-how, and any related intellectual property rights, whether owned by TRIAD or licensed from a third party. It also includes any improvements, modifications, or derivatives developed by TRIAD before or during the Term of this Agreement, excluding Customer Content.

b. License Grant. Subject to Customer’s compliance with this Agreement, TRIAD grants Customer a limited, non-exclusive, non-transferable license to access and use the Services and Host Materials solely for its internal business purposes.

c. Exclusion of Customer Content. The Host Materials do not include Customer Content, which remains the property of the Customer.

d. Restrictions. Customer shall not copy, distribute, sublicense, or disclose any Technology or Host Materials to third parties without TRIAD’s prior written consent. Customer shall not reverse-engineer, decompile, disassemble, or attempt to derive the source code of any Technology or Host Materials, except as expressly permitted by law or authorized in writing by TRIAD.

e. No Source Code Access. Customer has no right to access or receive any source code or object code related to the Services.

10. Limitation of Liability

a. The remedies outlined in this section are the Customer’s sole and exclusive remedies. If TRIAD is found legally liable to the Customer, TRIAD’s total aggregate liability shall be strictly limited to direct damages resulting from bodily injury, damage to tangible property, or a material breach of support services. In any such case, liability shall not exceed the greater of:

(i)                  $5,000.00, or

(ii)                the total fees paid by the Customer under this Agreement in the twelve (12) months preceding the claim.

b. Exclusions from Liability: Except in cases involving indemnification obligations, gross negligence, or willful misconduct, neither party shall be liable to the other for any indirect, consequential, incidental, special, or punitive damages, including but not limited to loss of use, business interruptions, or lost profits, arising from or related to this Agreement or the services provided—even if the party was advised of the possibility of such damages.

11. Indemnification

a. Customer’s Indemnification Obligations

Customer shall indemnify, defend, and hold harmless TRIAD, along with its officers, directors, members, shareholders, employees, agents, assigns, subsidiaries, and successors, from and against any and all claims, liabilities, damages, losses, penalties, legal actions, judgments, expenses, and associated costs (including attorneys’ fees, court or arbitration costs, expert witness fees, and litigation-related expenses) (collectively, "Claims") arising from a third-party claim due to:

(i)                  Any actual or alleged breach by a Customer Party of its obligations, representations, or warranties under this Agreement;

(ii)                Gross negligence or willful misconduct by a Customer Party; or

(iii)               Bodily injury, death, or property damage caused by the negligence of a Customer Party.

For purposes of this section, "Customer Party" includes Customer, its representatives, sublicensees, assignees, and their respective managers, officers, directors, agents, employees, invitees, transferees, and contractors.

b. TRIAD’s Indemnification Obligations

TRIAD shall indemnify, defend, and hold harmless Customer, its affiliates, members, managers, shareholders, officers, directors, employees, agents, representatives, and licensees from and against any Claims asserted by any third party, including governmental authorities, arising out of or relating to:

(i)                  TRIAD’s gross negligence or willful misconduct; or

(ii)                Bodily injury or death to the extent caused by TRIAD’s negligence.

c. Indemnification Process

The indemnified party shall promptly provide written notice to the indemnifying party of any Claim. Any delay in providing such notice shall not relieve the indemnifying party of its obligations, except to the extent that the delay causes actual prejudice. The indemnifying party shall assume and manage the defense of the Claim and keep the indemnified party reasonably informed of its progress. The indemnified party may participate in the defense at its own expense.

If the indemnifying party fails to timely defend the Claim, the indemnified party may assume the defense at the indemnifying party’s expense. The indemnifying party may not settle or compromise a Claim without the indemnified party’s prior written consent, which shall not be unreasonably withheld, except for Claims seeking only monetary damages.

12. Insurance

a. Required Coverage

Throughout the term of this Agreement, TRIAD shall maintain the following insurance coverage:

(i)      General Liability Insurance – Coverage of at least $1,000,000 per occurrence and $2,000,000 in aggregate annually, including protection for property damage, bodily injury, and personal injury.

(ii)    Automobile Liability Insurance – Coverage of at least $1,000,000 per occurrence for bodily injury and property damage, applicable to non-owned and hired vehicles.

(iii)   Cyber Technology Errors & Omissions Insurance – Coverage of at least $3,000,000 per claim or series of related claims in aggregate annually.

(iv)   Commercial Crime Insurance – Coverage of at least $1,000,000 per claim or series of related claims in aggregate annually.

(v)     Workers’ Compensation Insurance – Coverage as required by the laws of the state or jurisdiction where the services are performed, providing statutory benefits to all employees.

b. Proof of Insurance

Upon execution of this Agreement and upon request, TRIAD shall provide Customer with certificates of insurance or other acceptable evidence demonstrating compliance with the required coverage.

c. Named Insured

TRIAD’s insurance policies do not extend to naming individual Customers as insured parties.

13. Confidential Information

a. Definition. During the course of this Agreement, both parties acknowledge that they may access or receive Confidential Information. "Confidential Information" includes:

(i)      Any financial, technical, or non-technical information related to a party’s business, including current, future, and proposed products and services.

(ii)    All information transmitted, received, or stored on cloud storage, servers, or other devices, including (but not limited to) personally identifiable information (PII) and Customer Content.

(iii)   Any information labeled or identified as "Confidential" or "Proprietary."

(iv)   Unpublished pricing, terms of service, audit and security reports, data center designs (including observations made during data center tours), Technology, Host Materials, and other proprietary technology.

(v)     Any information that, by its nature, a reasonable person would assume to be confidential or proprietary.

b. Obligations of Confidentiality. Each party agrees to:

(i)                  Use Confidential Information only to fulfill its obligations under this Agreement.

(ii)                Restrict disclosure of Confidential Information to employees, affiliates, directors, officers, consultants, subcontractors, and agents who require access to perform their duties and who are bound by confidentiality obligations.

(iii)               Inform those with access to Confidential Information about their confidentiality obligations.

(iv)               Copy Confidential Information only as necessary and ensure all confidentiality notices remain intact.

(v)                 Disclose Confidential Information only in response to a valid subpoena or other legal requirement, provided that the disclosing party gives the other party written notice at least seven (7) days before disclosure (or as soon as reasonably possible if seven days’ notice is not feasible), unless prohibited by law.

c. Security Breach Notification. If either party becomes aware of unauthorized access, acquisition, or use of Confidential Information, or any security breach affecting such information, it shall notify the other party as soon as reasonably possible and no later than seven (7) business days from discovery.

14. Relationship of Parties.

Nothing in this Agreement shall be construed to create a joint venture, partnership, or agency relationship between the parties. TRIAD shall act as an independent contractor when providing Service(s) under this Agreement.

15. Assignment.

The Customer may not assign this Agreement without TRIAD’s prior written consent. TRIAD may transfer or assign its rights and obligations under this Agreement to any of its affiliates, parent company, subsidiaries, or in connection with a merger, acquisition, or financing.

16. Non-Solicitation

During the term of this Agreement and for a period of one (1) year following its termination or expiration, both parties agree not to hire, solicit, or attempt to hire or solicit any employee or subcontractor of the other party without prior written consent. For the purposes of this Agreement, "employee" or "subcontractor" includes any individual currently engaged by a party or anyone who was employed or retained by a party at any time during the term of this Agreement. A breach of this clause would cause irreparable harm to TRIAD, for which monetary damages would be insufficient. Accordingly, TRIAD shall be entitled to injunctive relief in addition to any other legal or equitable remedies available.

17. Governing Law and Dispute Resolution

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas, excluding its conflict of law principles. Except for collection actions to recover fees owed to TRIAD, any dispute, claim, or controversy arising from or relating to this Agreement, including any alleged breach, shall be resolved through arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall take place in Austin, Texas, and the arbitrator’s decision may be entered as a judgment in any court with jurisdiction.

Except as necessary to enforce an arbitration award or as required by law, neither party nor the arbitrator(s) shall disclose the existence, content, or outcome of any arbitration without the prior written consent of all parties, which may be withheld at a party’s sole discretion. The arbitrator may award reasonable attorney’s fees to the prevailing party.

The parties expressly waive any right to a jury trial for any claim or action, whether based on contract, tort, or other legal theories, arising from or related to this Agreement or the transactions contemplated herein.

18. Entire Agreement

This Agreement constitutes the complete and exclusive understanding between the parties regarding its subject matter, superseding all prior agreements, whether oral or written.

19. Modification

No modifications, amendments, supplements, or waivers of this Agreement shall be valid unless made in writing and signed by authorized representatives of all parties.

20. Waiver

A party’s failure to enforce any provision of this Agreement or to exercise any right under it shall not be construed as a waiver of that provision or right. Any waiver must be explicitly stated in writing and shall not affect the right to enforce such provisions in the future.

21. Conflicts Among Documents

Unless explicitly stated otherwise in a Statement of Work (SOW), Exhibit, Addendum, Quote, or other referenced document, the terms of this Agreement shall prevail in the event of a conflict. For an SOW to take precedence over this Agreement, it must explicitly state that it supersedes the terms of this Master Services Agreement (MSA). For clarity, any purchase order or request for service estimates submitted by the Customer is for administrative purposes only and shall not be considered binding.

22. Force Majeure

Except for payment obligations, no party shall be held liable for delays or failures in performance caused by events beyond their reasonable control, including but not limited to acts of God, war, earthquakes, fires, floods, natural disasters, terrorism, riots, civil unrest, rebellions, strikes, epidemics, pandemics, government actions, lockouts, or labor disputes.

23. Survival

Any provisions of this Agreement that, by their nature, should reasonably be expected to survive termination or expiration shall remain in effect.

24.  Severability.

If any provision of this Agreement is found to be invalid or unenforceable, whether in whole or in part, the remaining provisions shall remain in full force and effect as if the invalid or unenforceable portion had never been included. Any enforceable portion of the affected provision shall still apply to the fullest extent permitted by law.