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MacStadium Master Subscription Services Agreement (v.2.0 – Sept 26, 2025)

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1. Agreement for Services

1. This MSSA, together with all applicable addendums and Schedules (each as defined hereafter), all of which are incorporated by this reference herein, states the terms and conditions by which Provider delivers and Customer accepts any or all of the services or licenses provided by Provider to Customer (each specific service or license, a “Service”). The definition of Service excludes Non-MacStadium Services”). Specific terms and conditions applicable to each Service ordered by Customer are set out in separate one or more ordering document(s) referencing this MSSA (all such additional documents relating to a particular Service, including, without limitation, those identified as “service schedules” or “Service Orders,” collectively, a “Schedule”). The Schedules for the Services initially ordered by Customer may be set out in the appendices to this MSSA. The Schedules for any new Service ordered by Customer subsequent to the execution of this MSSA will be binding (i) when ordered electronically through the Provider’s web portal including a click-through acceptance of terms or (ii) contained in a Service Order signed by both parties and acknowledged and accepted in writing (including electronically) by Provider. The parties may enter into additional Schedules for additional Services from time to time. The parties may agree to modify any Services set out in any Schedule by executing a Service Order signed by both parties.
2. The Services may be provided as a service via the internet (“as a service”) or Software, as defined herein, in object code form, for installation and use on servers owned or controlled by the Customer (“on-premise”) for the term set forth in the Schedule. If the Services are provided as a service, then Customer is granted a non-exclusive and non-transferable right to access and use the Services for Customer’s internal business purposes as further described or limited in a Schedule. Use of the Services provided as a service via the internet is subject to Exhibit A – the Service Level Agreement (“SLA”) and Exhibit B – the Acceptable Use Policy (“AUP”). If the Services are provided for on-premise installation on servers owned or controlled by the Customer, then Customer is granted a non-exclusive and non-transferable license to use the Services for Customer’s internal business purposes as further described or limited in a Schedule. For all Services, Customer shall be entitled to receive support and maintenance as further described in the applicable Schedule.
3. Use of the Services is limited as provided in the Schedule. Customer shall reproduce all copyright, trademark or other proprietary rights notices on any copies of the Software and all documentation describing the operation of the Services (“Documentation”) and all such copies shall be subject to the terms, conditions and obligations under this Agreement. Customer shall not reverse engineer, reverse assemble, decompile, or disassemble the Services or otherwise attempt to derive, reconstruct, identify or discover any source code, underlying ideas, or algorithms of the Services by any means. Customer shall not modify, distribute, translate, or create derivative works based on the Services. The Services may not be sublicensed, distributed, leased, rented, offered as a service bureau or otherwise transferred to other third parties by the Customer. Customer may not use the third party software provided with the Services independent from its use of the Services. Customer may not the release to any third party the results of any benchmark testing of the Services. Customer may not authorize or permit any person or entity to do any of the foregoing.
4. Certain third-party applications, products or services that are provided by third-parties or Customer, including any third-party software licenses resold by MacStadium to Customer under a Service Order, that are integrated with, bundled with, and/or work in conjunction with the Service, such as by exchanging data with the Service or offering additional functionality within the Service (“Non-MacStadium Services”) may be available for Customer’s use with the Services. Non-MacStadium Services are not licensed by MacStadium as part of the Services, and MacStadium does not warrant or support Non-MacStadium Services, whether or not such products or services are designated by MacStadium as “certified”, “validated” or the like. Any exchange of data or other interaction between Customer and a provider of Non-MacStadium Services, is solely between Customer and such third-party provider. Customer’s use of Non-MacStadium Services and is subject to the terms and conditions provided by such third party, including without limitation, applicable end user license agreements and privacy policies, governing such use (“Third-Party Terms”). Customer agrees that it is solely responsible for complying with the Third-Party Terms, and that MacStadium is not responsible or liable for any Non-MacStadium Services or for any information or data that Customer may transmit, process or transfer to or from the Non-MacStadium Services, or for any claims caused by Non-MacStadium Services.
5. MacStadium shall have the right, upon reasonable prior written notice to Customer, to audit Customer’s usage of the Software provided under this Agreement. Such audits shall be conducted during normal business hours and shall not unreasonably interfere with Customer’s business operations. If any audit reveals that Customer’s use of the Software exceeds the usage levels specified in the applicable Schedule, MacStadium shall have the right to invoice Customer for any overages at the rates specified in the Schedule or, if not specified, at MacStadium’s then-current standard rates for such overages. Customer agrees to pay all such invoiced amounts within thirty (30) days of receipt of the invoice. Additionally, if the audit reveals any underpayment of fees, Customer shall promptly remit payment to MacStadium for such underpaid amounts. The costs of the audit shall be borne by MacStadium unless the audit reveals an overage of more than five percent (5%) of the permitted usage levels, in which case Customer shall reimburse MacStadium for the reasonable costs of the audit.

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2. Fees and Payment Terms

1. Customer shall pay to Provider all fees due for the Services according to the prices and terms listed in the Schedules. Except as otherwise set forth in a Schedule with respect to a particular Service, the prices listed in a Schedule will remain in effect during the Initial Term indicated in such Schedule. Provider reserves the right to change, upon thirty (30) days’ prior written notice to Customer, any fees it charges Customer for any Service provided during any subsequent Renewal Term. Customer may elect to not enter into a Renewal Term by providing written notice to Provider within thirty (30) days of the effective date of any Renewal Term. If no notice is received by the Provider, the Renewal Term shall become effective.
2. All fees and charges are due within thirty (30) days after Customer’s receipt of invoice therefor. All invoices from Provider are delivered via e-mail to an address specified and provided by Customer. Any invoiced charges not received when due will accrue interest at a rate of one and one-half percent (1.5%) per month, or the highest rate allowed by applicable law, whichever is lower. In addition to the foregoing and without prejudice to Provider’s other rights and remedies under this Agreement, at law or equity, if Customer is delinquent in its payments, Provider may, at Provider’s sole discretion do any one or more of the following: (i) terminate this Agreement pursuant to its terms; (ii) in whole or in part suspend providing Services (or any of them) to Customer until payment in full has been made to Provider or (iii) require other assurances to secure Customer’s payment obligations hereunder.
3. All fees charged by Provider with respect to the Services are exclusive of taxes, VAT, and similar fees now in force or enacted in the future imposed on the transaction, all of which the Customer will be responsible for, except for taxes based on Provider’s net income.

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3. Term; Termination

1. The term of this MSSA shall begin upon execution by both Customer and Provider and shall remain in effect until every Schedule hereunder has been terminated.
2. Each Schedule entered into by the parties pursuant to this Agreement shall be effective upon execution by both Customer and Provider and shall continue in full force and effect for the duration of the contract term specified in the Schedule (the “Initial Order Term”) and will thereafter renew in accordance with the terms of the applicable Service Order, unless terminated earlier in accordance with this Section 3 (subject to survival of the terms thereof as described in Section 3(e), below). Any renewal terms of a Schedule shall each be referred to as a “Renewal Term”.
3. Either party may terminate this Agreement or any subsequent Schedule if (i) the other party commits a material breach of this Agreement and fails to cure such breach within fifteen (15) days after written notice of the same, including Customer’s failure to pay any amounts when due.
4. Upon the effective date of termination of any Schedule: (i) Provider will immediately cease providing the Services set forth in such Schedule, and Customer shall immediately cease using such Services; (ii) all licenses granted hereunder with respect to the terminated Services will immediately terminate; and (iii) any and all payment obligations of Customer under such Schedule for Services provided through the date of termination will be due within thirty (30) days of the effective date of termination of such Schedule. Within thirty (30) days of termination of this Agreement as a whole, each party will return or certify the destruction of all Confidential Information (defined hereafter) of the other party in its possession and will not make or retain any copies of such Confidential Information, except as required (an only to the extent necessary) to comply with any applicable legal, archival or accounting recordkeeping requirement; provided, however, that all such retained data shall remain subject to the confidentiality provisions of Section 7 of this MSSA.
5. (i) Termination of the MSSA shall not serve to terminate any then-effective Schedule, and the terms of this MSSA and those of any Addendum or Schedule applicable to the Service(s) shall survive any termination of this MSSA or until termination of such Schedule(s); and (ii) termination of any Schedule shall not serve to terminate any other Schedule or the parties’ respective obligations thereunder. The definitions herein and the respective rights and obligations of the parties under Sections 3(c)-(d), 5(b), 6-8, 9, 11 and 12 shall survive any termination or expiration of this Agreement.

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4. Customer Responsibilities

1. Customer shall designate a representative (the “Customer Manager”) who shall have overall responsibility for managing and coordinating Customer’s obligations hereunder and who has the authority to act for and bind Customer in connection with the Services. The Customer Manager shall serve as Provider’s initial point of contact for the resolution of issues in connection herewith, must be available to Provider during the Term and have authority to schedule performance of the Services and address any issues that may arise.
2. Customer will maintain the designation and authorization to access the Provider’s management portal (“Portal”), with all data and information reasonably necessary for Provider to perform the Services.
3. Customer shall provide and coordinate, in a timely manner, Provider’s authenticated access to any Customer network or system, such as custom firewall configurations (the “Customer System”), as necessary. Customer shall inform Provider in writing and in advance of the performance of any Services, of any security and access standards or requirements with respect thereto.

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5. Warranties

1. Each party warrants and represents that: (i) it has the legal right to enter into this Agreement and perform its obligations hereunder; and (ii) the performance of its obligations hereunder will not violate any applicable U.S. laws or regulations or cause a breach of any agreements with any third parties. In addition, Customer represents and warrants that the performance of its obligations and use of the Services by Customer or its clients will not violate any applicable laws.
2. Provider further represents and warrants that (i) to the best of its knowledge and belief, it owns or otherwise has all necessary rights to provide the Services and the Software[1] to Customer; (ii) the Services and Software perform in all material respects in accordance with the Documentation; and (iii) subject to Customer’s satisfaction of its obligations hereunder, it will perform the Services in a professional and workmanlike manner consistent with standard industry practices, and will use commercially reasonable efforts to prevent the transmission of any Trojan horse, malicious code, or other computer software code, routines or device designed to disable, damage, impair, erase or deactivate any data via the Provider’s networks or systems to the Customer System.
3. Customer represents and warrants to Provider that (i) Customer has the full right, power and authority to grant the rights granted herein and to provide Provider the Customer Data, access to the Customer configuration and network, and any other Customer-provided materials for Provider’s use; (ii) neither Provider’s access to or use of the Customer Data or the Customer System will: (A) give rise to any action or claim by a third party; or (B) cause Customer to breach any of its agreements or understandings in relation to the Customer Data or the Customer System, including without limitation any terms of use to which Customer is bound; (iii) the Customer Data will not contain any confidential or proprietary information of a third party that Customer does not have the right to provide; and (iv) Customer will use commercially reasonable efforts to prevent the transmission of any Trojan horse, malicious code, or other computer software code, routines or device designed to disable, damage, impair, erase or deactivate any data via the Customer System to Provider’s networks or systems.
4. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, THE SERVICES ARE PROVIDED EXCLUSIVELY ON AN “AS IS” BASIS, AND PROVIDER AND ITS SUPPLIERS DISCLAIM ANY AND ALL OTHER EXPRESS, IMPLIED AND STATUTORY WARRANTIES WITH RESPECT TO THE SERVICES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE. PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. PROVIDER DOES NOT WARRANT OR GUARANTEE ANY SPECIFIC RESULTS FROM CUSTOMER’S USE OF THE SERVICES. AS BETWEEN THE PARTIES, CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR ENSURING THE ACCURACY OF ALL CUSTOMER DATA PROVIDED BY CUSTOMER IN CONNECTION WITH THE SERVICES.

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6. Limitation of Liability; Force Majeure

1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT WITH RESPECT TO LIABILITY FOR CUSTOMER’S BREACH OF THE RESTRICTIONS SET FORTH IN SECTION 1(C) HEREOF, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES OR COSTS, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, LOSS OF DATA OR PROPERTY ARISING FROM ANY CLAIMS WHETHER BASED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT TORT), OR OTHERWISE IN CONNECTION WITH THE SERVICES OR THIS AGREEMENT, EVEN IF THE OTHER PARTY, ITS AFFILIATES OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS.
2. Except WITH RESPECT TO LIABILITY FOR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, CUSTOMER’S BREACH OF THE RESTRICTIONS SET FORTH IN SECTION 1(C) HEREOF, CUSTOMER’S FAILURE TO PAY THE FEES DUE HEREUNDER OR A PARTY’S BREACH OF SECTION 7 HEREOF, OR as may be otherwise set forth in a schedule with respect to a specific service, In no event will EITHER PARTY, its AFFILIATES or suppliers be liable to THE OTHER PARTY or any Users under this Agreement or otherwise, regardless of the form of claim or action, in an amount that is greater than the total fees received by Provider under this Agreement during the twelve (12) months immediately preceding the event GIVING rise to such claim or $50,000 USD.
3. THE PARTIES ACKNOWLEDGE THAT PROVIDER HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATION AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
4. Neither party shall be liable for and will not be responsible to the other for any delay or failure to perform under this Agreement if such delay or failure results from any act or cause beyond the reasonable control of the affected party. If either party is unable to perform under the Agreement because of the occurrence of an event of force majeure lasting more than thirty (30) days, then the other party may terminate the affected Service(s) and applicable Schedule(s) upon written notice to the other party.

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7. Confidential Information; IP Rights

1. Each party acknowledges that it may have access to certain information deemed confidential by the other party, (collectively, “Confidential Information”), which shall expressly include, but not be limited to, Provider Technology[1] (with respect to Provider) and certain Customer Data[2] (with respect to Customer). Each party agrees that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by, or to the limited extent required to achieve the purposes of, this Agreement, nor disclose to any third party (except as required by law or to such party’s employees, attorneys, accountants and other advisors as reasonably necessary), any Confidential Information of the other party. Each party will protect the confidentiality of the Confidential Information of the other party by employing the same measures (but in no event less than reasonable measures) as it takes to protect its own Confidential Information. The obligations of this Section 7 shall last during the term of the Agreement and for two (2) years after the term of the Agreement.
2. The receiving party may disclose Confidential Information pursuant to the requirements of a validly issued subpoena, governmental agency or by operation of law, provided that it gives the disclosing party, when practical and permitted, reasonable prior written notice sufficient to permit the disclosing party to contest such disclosure.
3. In the event of a violation or threat of violation by a party, directly or indirectly, of the terms of Section 7(a), the party who would be harmed by such violation, will have the right, and in addition to all other remedies available to it at law, in equity or under this Agreement, to affirmative or negative injunctive relief from a court of competent jurisdiction. Each party acknowledges that a violation of this section would cause irreparable harm and that all other remedies are inadequate.
4. In the event that Customer discloses personal data to Provider (“Personal Data”), Customer agrees (i) that Provider or its affiliate(s) may process such Personal Data consistent with applicable law and regulation, only for the purpose of the provision of Services by Provider to Customer or for purposes connected with the subject matter of the disclosure or business relationship between the parties; (ii) that such processing may include the transfer of such Personal Data to Provider’s affiliates or its storage in a local database; and (iii) that Customer will, to the extent required by applicable law, obtain all necessary consents to such processing from the data subjects concerned.
5. Neither party will publish or use any advertising, sales promotions, press releases or other publicity that uses the name, logo, trademarks, or service marks of the other without the prior written approval of the other, provided that Provider may list Customer as a customer.
6. Provider and its licensors shall retain all right, title, and interest (including copyright and other intellectual property rights or informational rights) in and to the Services and all legally protectable elements or derivative works thereof, including, without limitation, the Provider Technology.

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8. Indemnification

1. Customer will indemnify, defend and hold Provider, its affiliates and their respective directors, officers, employees, agents, successors and assigns (each a “Provider Indemnitee”) harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and costs) payable to a third party (collectively, “Losses”) and resulting from any claim, suit, action, or proceeding (each, an “Action”) brought by any third party against a Provider Indemnitee arising out of Customer’s (i) breach of Section 5 of this MSSA; or (ii) negligence or willful misconduct.
2. Provider will indemnify, defend and hold harmless Customer, its affiliates and their respective directors, officers, employees, agents, successors and assigns (each a “Customer Indemnitee”) from and against any and all Losses resulting from any Action brought by any third party against a Customer Indemnitee arising out of (i) a breach of the warranty set forth in Section 5; or (ii) the gross negligence or willful misconduct of Provider. Notwithstanding the foregoing, Provider shall have no obligation under this Section 8 to the extent such Action is caused by (i) any use of the Services, Software or Data not in accordance with this Agreement; (ii) Customer’s failure to comply with Documentation (including, without limitation, any minimum requirements for use of the Services); (iii) any breach by Customer of its obligations under this Agreement; (iv) the operation, combination or use of Services, Software or Data, without Provider’s prior written consent, with products or services provided by Customer or third parties; (v) the modification of the Services, Software or Data by Customer, or (vi) Customer’s negligence, or willful misconduct.
3. Each party’s indemnification obligations under this Agreement (including, without limitation, any such obligations set forth in an applicable Schedule) shall be subject to: (i) receiving prompt written notice of the existence of any Action (provided, however, that failure to satisfy this condition shall relieve a party of its indemnification obligations only to the extent the indemnifying party is actually prejudiced thereby); (ii) being able to, at its option and expense, control the defense of such Action (provided, however, that the indemnifying party shall not, without the prior written consent of the indemnified party, settle any Action or otherwise consent to the entry of any order or judgment in any Action if such settlement, order or judgment admits any liability of the indemnified party or requires the indemnified party to take or to refrain from taking any action, other than the payment of damages); (iii) permitting the indemnified party to participate in the defense of any Action, at the indemnified party’s option and expense; and (iv) receiving full cooperation of the indemnified party in the defense thereof. In the event Customer notifies Provider of any Action against Customer or in the event Provider reasonably believe such an Action is likely, Provider may do one or more of the following: (x) to modify the Services in order to avoid an infringement; (y) if applicable or appropriate, to procure a license sufficient to continue offering the Services (including, without limitation, Customer’s use thereof); or (z) to terminate the applicable Service and refund to Customer the pre-paid Fees for the remaining portion of the term (provided that in the event of terminating the applicable Service, Provider shall continue to remain liable for its indemnification obligations).

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9. Assignments

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10. Insurance

1. Commercial general liability and contractual liability coverage insuring the activities of MacStadium for liabilities written on an occurrence basis, with limits of $1,000,000.
2. Workers’ Compensation with limits no less than the minimum required by applicable law;
3. Employers’ Liability with limits of $1,000,000.00 per occurrence.
4. Cyber liability insurance with limits of $5,000,000 in the aggregate.

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11. General

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12. Governing Law

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13. Counterparts