Master Services Agreement

Effective Date: July 1, 2026

At CK Technologies, we believe service agreements should be clear and straightforward. This page outlines the general terms that apply when a client accepts a CK Technologies proposal, service schedule, or recurring service agreement that references this Master Services Agreement.

This Master Services Agreement (“MSA”) applies to CK Technologies, Inc. clients who purchase or accept services through a signed proposal, quote, service schedule, agreement, invoice, or other written acceptance that references this MSA.

This MSA is a binding agreement between CK Technologies, Inc. (“Provider”) and the client accepting services from Provider (“Client”). By signing a proposal, quote, service schedule, or other agreement that references this MSA, Client acknowledges that it has reviewed this MSA and agrees to be bound by its terms.

1. Scope of Agreement

This MSA governs the general terms and conditions for services provided by CK Technologies, Inc. Specific services, pricing, quantities, service terms, and renewal terms may be defined in a proposal, quote, service schedule, statement of work, invoice, or other written document accepted by Client.

If there is a conflict between this MSA and a signed service schedule or statement of work, the signed service schedule or statement of work controls for that specific service.

2. Services

Provider may deliver managed IT services, helpdesk support, monitoring, cybersecurity services, backup services, cloud administration, project services, consulting, network support, hosted voice support, procurement support, and other related technology services as agreed in writing.

Provider will use commercially reasonable efforts to perform services in a professional manner, but does not guarantee that services will be uninterrupted or error-free.

3. Term and Renewal

This MSA remains in effect until terminated in accordance with its terms.

Specific service terms, including minimum terms, renewal periods, and notice requirements, will be stated in the applicable proposal, quote, service schedule, or statement of work accepted by Client.

Unless otherwise stated in the applicable service document, recurring services may renew on a month-to-month basis after the initial term.

4. Billing and Payment

• recurring services are billed monthly in advance
• hourly, project, usage-based, and non-recurring charges are billed as incurred
• payment terms are Net 15
• unpaid balances may incur a finance charge of 3% per month or the maximum amount allowed by Kansas law, whichever is less

Provider may suspend services for non-payment after giving Client at least 10 days’ written notice.

Client is responsible for all taxes, fees, assessments, and governmental charges related to services, excluding taxes based on Provider’s net income.

5. Client Responsibilities

• provide timely access to systems, accounts, equipment, and facilities as needed
• maintain accurate contact information for billing and service contacts
• keep supported hardware, software, and subscriptions properly licensed
• maintain a safe and suitable environment for any onsite work
• promptly review and respond to recommendations, approvals, and requests
• maintain backups unless backup services are specifically included in the applicable service plan
• implement reasonable administrative, physical, and technical safeguards within Client’s control

6. Third-Party Products and Services

Client understands that some services may involve third-party software, hardware, cloud platforms, internet providers, telecommunications carriers, licensors, or vendors.

Provider is not responsible for the performance, downtime, licensing changes, pricing changes, support limitations, security failures, or service interruptions caused by third parties. Third-party terms may also apply.

Any third-party warranties are limited to those provided by the original manufacturer, publisher, or vendor, if any.

7. Changes, Projects, and Out-of-Scope Work

Services not expressly included in the applicable service plan, quote, or statement of work are outside scope and may be billed separately at Provider’s then-current rates.

Examples of out-of-scope work may include major upgrades or migrations, cabling and infrastructure installation, onsite emergency support, after-hours work, new location setup, compliance projects, incident response beyond included service levels, and hardware replacement or procurement labor not included in the plan.

8. Service Levels and Response Times

Any response goals, support hours, or service levels stated by Provider are targets only unless expressly identified as guaranteed in a signed service schedule.

Provider does not guarantee resolution times, uninterrupted availability, or that all issues can be corrected.

9. Cybersecurity and Data Risk

• no network, system, software, device, or service is completely secure
• cybersecurity services reduce risk but do not eliminate risk
• Provider does not guarantee prevention of all malware, ransomware, phishing, unauthorized access, business email compromise, data loss, or other cyber incidents
• Provider does not guarantee the security, availability, or recoverability of data unless expressly stated in a signed service schedule
• Client remains responsible for its business decisions, internal controls, user training, insurance coverage, legal compliance, and approval or rejection of security recommendations

10. Backup and Disaster Recovery Disclaimer

Unless expressly included in a signed service schedule, Provider is not responsible for backup, retention, testing, restoration, business continuity, disaster recovery, or data recovery.

Even where backup or disaster recovery services are provided, Client understands that no backup or recovery system is foolproof, and Provider does not guarantee that all data can be restored or that downtime can be fully avoided.

11. Disclaimer of Warranties

All services are provided “as is” and “as available.”

To the fullest extent permitted by law, Provider disclaims all warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing, usage, or trade practice.

12. Limitation of Liability

To the fullest extent permitted by law, Provider shall not be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, including loss of revenue, lost profits, loss of data, business interruption, loss of goodwill, or cost of replacement services, even if advised of the possibility of such damages.

Provider’s total cumulative liability arising out of or relating to any claim, service, or agreement shall not exceed the total amount of fees paid by Client to Provider for the applicable service during the three months immediately preceding the event giving rise to the claim.

13. Indemnification

Client agrees to defend, indemnify, and hold harmless Provider and its owners, employees, contractors, and agents from and against third-party claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys’ fees.

14. Confidentiality

Each party may receive confidential information from the other. Each party agrees to use confidential information only as needed to perform under the agreement and to protect it using reasonable care.

15. Suspension or Termination

Provider may suspend or terminate services for non-payment, material breach, security or legal risk, or where continued service is impractical, unsafe, unlawful, or commercially unreasonable.

Either party may terminate for material breach if the breach is not cured within 30 days after written notice.

16. Data Access, Export, and Transition Assistance

Post-termination transition assistance, exports, documentation handoff, offboarding assistance, and vendor coordination are billable unless otherwise agreed in writing.

17. Legal and Compliance Requests

Provider is not responsible for subpoenas, e-discovery, litigation support, compliance reporting, forensic review, or similar requests unless agreed in writing as a separate billable service.

18. Independent Contractor

Provider is an independent contractor and not an employee, partner, joint venturer, or fiduciary of Client.

19. Assignment

Client may not assign or transfer any rights or obligations under this MSA or any related service agreement without Provider’s prior written consent.

20. Force Majeure

Neither party shall be liable for delays or failure to perform caused by events beyond reasonable control.

21. Governing Law and Venue

This MSA and all related service agreements shall be governed by the laws of the State of Kansas. Any legal action shall be brought exclusively in the state or federal courts located in or serving Ellis County, Kansas.

22. Entire Agreement

This MSA, together with any accepted proposal, quote, service schedule, statement of work, or other written service document, constitutes the entire agreement between the parties regarding the subject matter.

23. Updates to This MSA

CK Technologies may update this MSA from time to time. For any client with an already executed agreement referencing this MSA, the version in effect on the date of the client’s signed acceptance will control unless the client later agrees in writing to an updated version.

Current Version Effective Date: July 1, 2026