Master Service Agreement

Effective Date: August 25, 2026

This Master Service Agreement ("Agreement") is entered into between Infinity Network Support, a Florida-based managed IT and cybersecurity services company ("Provider," "we," "us," or "our"), and the client entity or individual accepting these terms ("Client," "you," or "your"). This Agreement governs all current and future managed services, cybersecurity services, professional services, and support engagements between Provider and Client, and supersedes any prior verbal or written understandings regarding the subject matter herein.

By engaging Infinity Network Support's services, executing a Statement of Work ("SOW"), or otherwise accessing services through www.infinitynetworksupport.com, Client acknowledges that it has read, understood, and agrees to be bound by this Agreement.

1. Definitions

"Agreement" means this Master Service Agreement, all Statements of Work, Order Forms, schedules, and exhibits incorporated herein by reference.

"Services" means all managed IT services (MSP), managed security services (MSSP), professional IT services, helpdesk support, cybersecurity services, network monitoring, incident response support, compliance consulting, cloud management, and any other services delivered by Provider.

"Statement of Work" or "SOW" means a document executed by both parties that describes specific services, deliverables, timelines, and fees for a particular engagement.

"Confidential Information" means all non-public technical, financial, operational, or business information disclosed by either party in connection with this Agreement.

"Incident" means a security event, breach, disruption, failure, or outage affecting Client's IT environment.

"Managed Detection and Response" or "MDR" means continuous monitoring, threat detection, and coordinated response services.

"Third-Party Services" means software, platforms, cloud services, or tools not owned by Provider that are used or recommended in connection with the Services.

2. Scope of Services

2.1 Managed IT Services (MSP)

Provider's MSP offerings may include, but are not limited to:

• Remote and on-site helpdesk support
• Network monitoring and management
• Patch management and software updates
• Endpoint management and deployment
• Backup and disaster recovery management
• Vendor coordination and escalation
• Microsoft 365 and Azure/Entra ID administration
• IT asset inventory and lifecycle management

2.2 Managed Security Services (MSSP)

Provider's MSSP offerings may include, but are not limited to:

• Endpoint Detection and Response (EDR/MDR/XDR) via CrowdStrike, SentinelOne, or BlackPoint
• Security information and event management (SIEM) with Microsoft Sentinel
• Security awareness training and phishing simulations
• Vulnerability assessments and remediation guidance
• Incident response coordination and advisory
• Firewall management, VPN oversight, and perimeter security
• Compliance advisory (HIPAA, PCI-DSS, CMMC, SOC 2 preparedness)
• Dark web monitoring

2.3 Statements of Work

Specific service tiers, deliverables, response times, and fees shall be documented in individual SOWs or Order Forms. In the event of conflict between this Agreement and an SOW, the SOW shall control with respect to that specific engagement unless otherwise stated.

2.4 Service Changes

Provider reserves the right to modify, update, or discontinue any service offering with thirty (30) days' written notice to Client. Client-requested changes to the scope of services must be documented in a written amendment or new SOW.

3. Client Responsibilities

Client agrees to:

• Provide Provider with reasonable and timely access to systems, facilities, personnel, and information necessary to deliver the Services.
• Maintain accurate records of all hardware, software licenses, and network credentials relevant to the Services.
• Promptly notify Provider of any known or suspected security incidents, unauthorized access, or changes to the IT environment.
• Ensure that all end users comply with security policies established or recommended by Provider.
• Obtain and maintain all licenses, consents, and permissions necessary for Provider to access and administer Third-Party Services on Client's behalf.
• Designate a primary point of contact for communication and approval of service changes.
• Not circumvent or interfere with Provider's security tools, monitoring agents, or service configurations.

Client acknowledges that Provider's ability to deliver effective services is contingent upon Client fulfilling the obligations set forth herein. Provider shall not be liable for failures, delays, or breaches resulting from Client's failure to cooperate or act on Provider's recommendations.

4. Fees, Billing, and Payment

4.1 Fees

All fees, rates, and billing cycles shall be set forth in the applicable SOW or Order Form. Provider reserves the right to adjust pricing annually with thirty (30) days' advance written notice.

4.2 Payment Terms

Invoices are due and payable within fifteen (15) days of the invoice date unless otherwise specified in an SOW. Client agrees to pay all undisputed amounts by the due date.

4.3 Late Payments

Invoices not paid within thirty (30) days of the due date shall accrue interest at a rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less. Provider reserves the right to suspend services upon thirty (30) days' notice in the event of non-payment of undisputed amounts.

4.4 Taxes

Client is responsible for all applicable taxes, levies, or duties imposed on the Services, excluding taxes based solely on Provider's net income.

4.5 Disputed Invoices

Client must notify Provider in writing of any billing dispute within fifteen (15) days of the invoice date, identifying the specific charges disputed and the reason therefor. Undisputed amounts remain due and payable during any dispute resolution process.

5. Term and Termination

5.1 Term

This Agreement commences on the Effective Date and continues until terminated in accordance with its terms. Individual SOWs shall specify their own terms and minimum commitment periods.

5.2 Termination for Convenience

Either party may terminate this Agreement or any SOW with sixty (60) days' prior written notice; provided that Client shall remain obligated to pay for all services rendered through the effective date of termination, plus any early termination fees specified in the applicable SOW.

5.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice; (b) becomes insolvent, makes an assignment for the benefit of creditors, or is subject to bankruptcy proceedings; or (c) engages in fraudulent, illegal, or grossly negligent conduct.

5.4 Effect of Termination

Upon termination: (a) all outstanding fees become immediately due; (b) each party shall return or destroy the other party's Confidential Information; (c) Provider shall, upon written request and payment of applicable fees, assist in reasonable transition of services for up to thirty (30) days.

6. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INFINITY NETWORK SUPPORT'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT — WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR ANY OTHER LEGAL THEORY — SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

PROVIDER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR COST OF SUBSTITUTE SERVICES, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The foregoing limitations apply to the fullest extent permitted by law and shall survive the termination or expiration of this Agreement.

7. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." INFINITY NETWORK SUPPORT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED OR ERROR-FREE SERVICE.

PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL PREVENT ALL SECURITY BREACHES, MALWARE INFECTIONS, DATA LOSS, REGULATORY VIOLATIONS, OR CYBERATTACKS. CYBERSECURITY SERVICES ARE PROVIDED AS A RISK-REDUCTION MEASURE AND DO NOT CONSTITUTE A GUARANTEE OF ABSOLUTE SECURITY.

8. Indemnification

8.1 Client Indemnification

Client shall indemnify, defend, and hold harmless Provider and its officers, directors, employees, subcontractors, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) Client's breach of this Agreement; (b) Client's failure to follow Provider's security recommendations or policies; (c) unauthorized use of the Services by Client's personnel; (d) any third-party claims arising from Client's data, systems, or operations; or (e) Client's violation of applicable law.

8.2 Provider Indemnification

Provider shall indemnify, defend, and hold harmless Client from and against direct claims by third parties arising from Provider's gross negligence or willful misconduct, subject to the liability limitations set forth in Section 6.

9. Confidentiality

Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without prior written consent; (c) use Confidential Information solely to perform obligations under this Agreement; and (d) protect Confidential Information with at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law, court order, or regulatory authority, provided that the receiving party provides prompt written notice where legally permissible.

Confidentiality obligations under this Section survive termination of this Agreement for a period of three (3) years.

10. Data Privacy and Security

10.1 Data Handling

Provider will implement commercially reasonable technical and organizational measures to protect Client data accessed or processed in connection with the Services. Provider's handling of any personal data shall comply with applicable privacy laws, including where applicable the Florida Information Protection Act (FIPA) and other relevant federal and state regulations.

10.2 Client Data Ownership

Client retains all rights, title, and interest in and to Client data. Provider shall not use Client data for any purpose other than performance of the Services, except as required by law.

10.3 Incident Notification

Provider shall notify Client of any confirmed security incident affecting Client data in accordance with applicable law and the timelines specified in the applicable SOW or incident response plan. Client acknowledges that early detection and response depend on Client's deployment and maintenance of Provider-recommended security tools.

10.4 HIPAA / HITECH

Where Client operates in the healthcare sector and Provider handles Protected Health Information (PHI) on Client's behalf, the parties shall execute a separate Business Associate Agreement (BAA) as required by HIPAA/HITECH. This Agreement does not constitute a BAA.

11. Intellectual Property

All tools, methodologies, processes, scripts, software, documentation, templates, and know-how developed or used by Provider in connection with the Services are and remain the exclusive property of Provider. No license, right, or interest in Provider's intellectual property is conveyed to Client by this Agreement except for a limited, non-exclusive, non-transferable license to use deliverables specifically created for Client under an SOW for Client's internal business purposes.

Client grants Provider a limited license to access and use Client's systems, data, and software solely as necessary to perform the Services.

12. Acceptable Use

Client agrees not to use the Services for any unlawful, harmful, or abusive purpose, including but not limited to: (a) unauthorized access to systems or networks; (b) distribution of malware or malicious content; (c) activities that violate applicable laws or third-party rights; or (d) any activity that endangers the security or stability of Provider's infrastructure or that of other clients.

Provider reserves the right to immediately suspend services — without liability — if Client's use poses a risk to Provider's systems, personnel, or other clients, or violates applicable law.

13. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond such party's reasonable control, including but not limited to natural disasters, acts of God, pandemics, acts of war or terrorism, government actions, internet or utility outages, cyberattacks by third parties not attributable to Provider's negligence, labor disputes, or supply chain failures. The affected party shall notify the other as soon as practicable and shall use commercially reasonable efforts to resume performance.

14. Subcontractors and Third-Party Tools

Provider may engage subcontractors or use Third-Party Services to deliver portions of the Services. Provider shall remain responsible for the performance of such subcontractors. Client acknowledges that Third-Party Services are subject to the terms, conditions, and service levels of their respective vendors, and Provider makes no representations or warranties regarding Third-Party Services.

Provider is not liable for outages, service degradations, data loss, or security failures attributable to Third-Party Services, including but not limited to cloud platforms, SaaS vendors, or Internet Service Providers.

15. Dispute Resolution

15.1 Good Faith Negotiation

In the event of a dispute arising under this Agreement, the parties agree to first attempt in good faith to resolve the dispute through direct negotiation between senior representatives of each party within thirty (30) days of written notice of the dispute.

15.2 Mediation

If negotiation is unsuccessful, the parties agree to submit the dispute to non-binding mediation administered by a mutually agreed mediator in Miami-Dade County, Florida before initiating any litigation.

15.3 Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-law principles. Any legal proceedings arising under this Agreement shall be brought exclusively in the state or federal courts located in Miami-Dade County, Florida.

15.4 Attorneys' Fees

In any action to enforce this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing party.

16. General Provisions

16.1 Entire Agreement

This Agreement, together with all SOWs and exhibits, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior negotiations, representations, and agreements, whether written or oral.

16.2 Amendments

This Agreement may not be modified except by a written amendment signed by authorized representatives of both parties.

16.3 Waiver

Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of the right to enforce such provision in the future.

16.4 Severability

If any provision of this Agreement is held to be unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

16.5 Assignment

Client may not assign or transfer its rights or obligations under this Agreement without Provider's prior written consent. Provider may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

16.6 Notices

All notices under this Agreement shall be in writing and delivered by email with confirmation of receipt, certified mail, or overnight courier to the addresses specified in the applicable SOW or as otherwise designated in writing. Notices to Provider shall be directed to: Infinity Network Support, www.infinitynetworksupport.com.

16.7 Relationship of the Parties

Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties.

16.8 Counterparts / Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures shall be deemed valid and binding to the same extent as original signatures.

16.9 Survival

Sections 6, 7, 8, 9, 10, 11, and 15 shall survive any termination or expiration of this Agreement.

Acceptance and Acknowledgment

By engaging Provider's services, executing an SOW, or accepting these terms electronically, Client acknowledges that it has read, understood, and agrees to be bound by this Master Service Agreement.

Online Acceptance Notice: When this Agreement is made available through www.infinitynetworksupport.com, a handwritten or electronic signature is not required for acceptance to be valid and legally binding. Accessing, using, or continuing to use any of Provider's services — or executing a Statement of Work or Order Form — constitutes Client's affirmative acknowledgment that it has read and reviewed this Agreement in full and agrees to be bound by its terms to the same extent as a signed written contract. This online acceptance is enforceable under applicable law, including the Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Florida Electronic Signature Act.

© 2026 Infinity Network Support · www.infinitynetworksupport.com · All Rights Reserved