Master Services Agreement

1.1. Services. Means collectively the managed services, technical support, monitoring, and hardware provision on an "as-a-service" basis that NetGT will provide to the Client, as described in one or more applicable Service Orders or Statements of Work.

1.2. Hardware or Equipment. Means the physical devices (including, but not limited to, firewalls, routers, switches, wireless access points, PDUs) that NetGT installs at the Client's premises as part of the Managed Services.

1.3. Service Order, Accepted Quotation, or Statement of Work (SOW). Means a document executed by both Parties under this MSA that describes the specific Services to be provided, the included Hardware, the fees, and any project-specific terms. In the event of a conflict between a SOW and this MSA, the terms of this MSA shall prevail, unless the SOW explicitly states otherwise.

1.4. Customer Data. Means all electronic information, data, or material provided by the Client to NetGT in connection with the use of the Services.

2.1. Service Provision. NetGT will provide the Services and Hardware described in the applicable SOWs in a professional and competent manner, in accordance with industry standards.

2.2. Point of Demarcation and Exclusions. NetGT's Network Management Services are limited to the Customer's internal network (LAN/WLAN), starting from the LAN port of the modem/gateway provided by the Customer's Internet Service Provider (ISP). NetGT is not responsible for: (a) the availability, speed, quality, or support of the Internet connection provided by third parties (ISPs, satellite links, LTE); (b) the existing internal structured cabling on the Customer's premises; or (c) power outages.

2.3. Response Times (SLAs). NetGT will make commercially reasonable efforts to meet the Service Level Agreements (SLAs) described in "Appendix A - Service Levels and Support."

3.1. Access and Cooperation. The Customer shall provide NetGT with secure physical and remote access to its premises and systems as necessary for the installation, maintenance, and support of the Hardware and Services.

3.2. Site Prerequisites. The Customer is responsible for providing a suitable environment for the Hardware, including secure rack space and reliable electrical power (UPS recommended) and environmental control (temperature/humidity).

3.3. Acceptable Use. The Client shall not use, nor permit others to use, the Services or the Hardware for any illegal, unlawful, or otherwise unlawful purpose, or in violation of the rights of any third party.

4.1. Hardware on Loan/Lease. Unless explicitly specified as a "Direct Sale" in a SOW, all Hardware installed by NetGT at the Client's premises is provided under a "Hardware-as-a-Service" (HaaS) model. NetGT always retains sole ownership and title to such Hardware. The Client has a limited and revocable right to use the Hardware only while this Agreement is in effect and the Client is current on its payments.

4.2. Prohibitions. The Customer may not sell, lease, encumber, loan, modify, relocate without permission, or otherwise dispose of NetGT's Hardware.

4.3. Return of Hardware. Upon termination or expiration of this Agreement or an applicable SOW for any reason, the Customer shall, at its own expense, return all NetGT Hardware in good working condition (except for normal wear and tear) within ten (10) business days. If the Customer fails to return the Hardware, NetGT shall have the right to invoice the Customer for the full replacement value of the new equipment or to enter the Customer's premises to recover such Hardware.

5.1. Fees. The Customer shall pay NetGT the fees specified in each SOW ("Fees"). Monthly subscription fees shall be billed in advance.

5.2. Payment Terms. All invoices are due and payable within 15 or 30 calendar days of the invoice date (Net 15/30). Payments will be made in US Dollars (USD).

5.3. Late Payments and Interest. Overdue and unpaid invoices will accrue interest at a rate of 1.5% per month or the maximum rate permitted by Florida law, whichever is lower, from the due date until the date of full payment. NetGT reserves the right to suspend Services if the Customer has a past-due balance exceeding thirty (30) days.

5.4. Taxes. The Customer will be responsible for all applicable taxes, including Florida sales and use taxes, personal property taxes related to the Hardware located at its headquarters, and any other federal, state, or local taxes related to the Services, excluding taxes based on NetGT's net income.

6.1. Initial Term and Automatic Renewal. This MSA will become effective on the Effective Date and will continue until terminated as provided herein. The term of each specific Service will be defined in its respective SOW ("Initial Term"). Unless otherwise stated in the SOW, the Services will be automatically renewed for successive twelve (12) month periods ("Renewal Term"), unless either Party provides written notice of its intention not to renew at least sixty (60) days prior to the end of the current term.

6.2. Termination for Cause. Either Party may terminate this Agreement or a SOW if the other Party materially breaches any term and fails to remedy such breach within thirty (30) days of receiving written notice. NetGT may terminate this Agreement immediately if the Customer fails to pay overdue invoices.

6.3. Early Termination for Convenience and Penalty. If the Customer wishes to terminate a Service Order (SOW) before the end of the Initial Term or Renewal Term for reasons other than a material breach not remedied by NetGT, the Customer shall pay NetGT an "Early Termination Fee." This fee shall be equal to 75% of the remaining balance of monthly subscription fees paid until the end of the current term, to cover hardware investment and deployment costs.

7.1. Each Party agrees to maintain the strict confidentiality of all non-public technical and commercial information of the other Party ("Confidential Information") and not to disclose it to third parties without prior written consent, except to its employees, contractors, or legal advisors who have a need to know and are subject to similar confidentiality obligations.

8.1. Service Guarantee. NetGT warrants that the Services will be provided professionally in accordance with industry standards.

8.2. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN SECTION 8.1, THE SERVICES AND HARDWARE ARE PROVIDED "AS IS" AND "AS AVAILABLE." NETGT EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

8.3. Specific Cybersecurity Exclusions. The Client acknowledges that no security system is impenetrable. NetGT will implement industry-standard security measures; however, NETGT DOES NOT WARRANT THAT THE SERVICES WILL COMPLETELY PROTECT THE CLIENT AGAINST CYBERATTACKS, RANSOMWARE, INTRUSIONS, DATA LOSS, OR ANY OTHER SECURITY THREAT. The Client is solely responsible for maintaining backups of its data and obtaining adequate cybersecurity insurance.

9.1. EXCLUSION OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL NETGT BE LIABLE TO THE CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE), EVEN IF NETGT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2. MONETARY LIMITATION OF LIABILITY. NETGT'S TOTAL ACCUMULATED LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY THE CLIENT TO NETGT UNDER THE APPLICABLE SOW DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.1. The Client agrees to defend, indemnify, and hold harmless NetGT, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (i) the Client's use of the Services in violation of applicable law or this Agreement; or (ii) any claim that the Client's Data infringes the intellectual property rights of a third party.

11.1. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida, without giving effect to any principles of conflicts of law.

11.2. Jurisdiction and Venue. Any legal action or proceeding arising out of or relating to this Agreement shall be commenced exclusively in the state or federal courts located in Broward County, Florida. Each Party irrevocably consents to the exclusive personal jurisdiction of such courts.

11.3. Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING FROM THIS AGREEMENT.

12.1. Independent Contractors. The Parties are independent contractors. This Agreement does not create an agency, partnership, or joint venture relationship.

12.2. Force Majeure. NetGT shall not be liable for delays or failures in performance resulting from events beyond its reasonable control, including acts of God, natural disasters, pandemics, strikes, wars, failures of internet or telecommunications providers, or distributed denial-of-service (DDoS) cyberattacks.

12.3. Entire Agreement and Amendments. This MSA, together with all SOWs and attached annexes, constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior negotiations and agreements. This Agreement may only be modified by a written instrument signed by authorized representatives of both Parties.

12.4. Severance. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction in Florida, the remaining provisions shall remain in full force and effect.