MacStadium Master Subscription Services Agreement (v.2.0 – July 11, 2025)

This Master Subscription Services Agreement (“MSSA”) is entered into by and between MacStadium, Inc. (“Provider”) and the Customer identified in a Service Order (“Customer”), as of the Effective Date. Customer accepts these terms either by clicking “I agree to the MSSA and Terms of Service” on MacStadium’s site or by using the Services.

1. Agreement for Services

This MSSA, along with any Schedules and addenda, governs Provider’s delivery and Customer’s use of the Services (each, a “Service”). Services may be provided “as a service” via the internet or as on-premise software. All Services include support and maintenance as described in the applicable Schedule.

Use of Services is limited by the Schedule. Customer may not reverse-engineer, modify, sublicense, benchmark, or distribute the Services. Third-party components (“Non-MacStadium Services”) are licensed and supported by their owners under their own terms.

Provider may audit Customer’s usage upon prior notice. If usage exceeds licensed levels, Customer will pay overage fees and, if overage >5%, reimburse audit costs.

2. Fees and Payment Terms

Customer will pay all fees as set forth in each Schedule. Fees are due within 30 days of invoice. Late payments accrue interest at 1.5% per month (or the maximum legal rate). Provider may suspend or terminate Services for non-payment. All fees exclude taxes, which Customer is responsible for.

3. Term; Termination

The MSSA remains in effect until all Schedules terminate. Each Schedule has its own Initial Term and renews unless Customer opts out with 30 days’ notice. Either party may terminate for uncured material breach. Upon termination, Customer must stop using Services and pay all accrued fees; both parties return or destroy Confidential Information.

4. Customer Responsibilities

Customer must designate a “Customer Manager” to coordinate obligations and provide access to systems. Customer will maintain portal access and inform Provider of security requirements.

5. Warranties

Each party warrants it has authority to enter this MSSA and will comply with laws. Provider warrants it owns rights to deliver the Services and will perform in a professional, workmanlike manner. Services and software perform materially as described in the Documentation. EXCEPT FOR THESE, SERVICES ARE PROVIDED “AS IS” WITHOUT OTHER WARRANTIES.

6. Limitation of Liability; Force Majeure

Neither party is liable for indirect or consequential damages. Except for gross negligence, willful misconduct, or Customer’s breach of Section 1(c), liability is capped at the greater of fees paid in the prior 12 months or $50,000. Neither party is liable for delays due to force majeure; after 30 days, the other party may terminate affected Services.

7. Confidential Information; IP Rights

“Confidential Information” must be protected with at least the same care as each party’s own. Obligations last during the term and two years after. Required disclosures by law must be preceded by notice, if practical. Provider retains all IP rights to the Services and Technology.

8. Indemnification

Customer indemnifies Provider for third-party claims arising from Customer’s breach or misconduct. Provider indemnifies Customer for claims arising from Provider’s breach or gross negligence. Indemnification is subject to notice, defense control, and cooperation requirements.

9. Assignments

Neither party may assign this MSSA without the other’s consent, except to affiliates, successors in a merger, or asset purchasers. Unauthorized assignments are void.

10. Insurance

Commercial General Liability: $1,000,000 per occurrence
Workers’ Compensation: as required by law
Employers’ Liability: $1,000,000 per occurrence
Cyber Liability: $5,000,000 aggregate

Provider may adjust coverages and will notify Customer of any reductions.

11. General

This MSSA (plus Schedules) is the complete agreement. Headings are for reference only. Neither party is an agent of the other. Amendments require written consent. Waivers must be in writing. Invalid provisions are severable. Notices are via certified mail or email to the addresses on record. No third-party beneficiaries.

12. Governing Law

This MSSA is governed by Delaware law, excluding conflict-of-laws rules. Disputes are brought in courts in Wilmington County, Delaware. The UN Convention on Contracts for the International Sale of Goods is excluded.

13. Counterparts

This MSSA may be executed in counterparts, including by electronic transmission, which together form one agreement.

Last Updated: July 11, 2025