NETWINDY LLC
Master Services Agreement (MSA)
Effective Date: April 1st 2026

1. Parties and Purpose

1.1 Agreement

This Master Services Agreement (“Agreement” or “MSA“) is entered into by and between Netwindy LLC, an Arizona limited liability company (“Netwindy“, “Company“, “we“, “our“, or “us“), and the individual, business, governmental entity, nonprofit organization, or other legal entity purchasing or receiving Services (“Customer” or “you“).

1.2 Purpose

The purpose of this Agreement is to establish the general terms and conditions governing the business relationship between Netwindy LLC and the Customer for the delivery of managed services, professional services, cloud services, hosting, cybersecurity services, hardware, software, licensing, consulting, and any other products or services provided by Netwindy LLC.

This Agreement establishes the legal framework under which one or more Statements of Work (“SOW”), Service Orders, Proposals, Quotes, or other service documents may be issued by Netwindy LLC and accepted by the Customer.

1.3 Incorporated Documents

The following documents are incorporated into and form an integral part of this Agreement:

• Applicable Statements of Work (SOW)
• Service Orders
• Accepted Proposals and Quotations
• Service Level Agreements (SLA), if applicable
• Netwindy LLC Terms of Service (TOS)
• Netwindy LLC Acceptable Use Policy (AUP)
• Any written amendments executed by both parties

In the event of a conflict between this Master Services Agreement and any incorporated document, the following order of precedence shall apply:

1. This Master Services Agreement (MSA)
2. Executed Statement of Work (SOW)
3. Service Order
4. Accepted Proposal or Quote
5. Service Level Agreement (SLA)
6. Terms of Service (TOS)
7. Acceptable Use Policy (AUP)

1.4 Relationship of the Parties

This Agreement governs the overall relationship between Netwindy LLC and the Customer. Individual projects, recurring services, hardware purchases, software licensing, and other engagements may be documented through one or more Statements of Work, Service Orders, Proposals, Quotes, or similar documents, each of which shall be governed by this Agreement unless expressly stated otherwise in writing.

1.5 Entire Commercial Relationship

This Master Services Agreement is intended to serve as the governing commercial agreement between the parties for all Services provided by Netwindy LLC unless superseded by a separate written agreement expressly stating otherwise.

Each future purchase, renewal, upgrade, modification, or expansion of Services shall be governed by this Agreement unless the parties execute a replacement agreement.

1.6 Binding Effect

This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns in accordance with the terms of this Agreement.

2. Acceptance of Agreement

2.1 Effective Date and Methods of Acceptance

This Master Services Agreement (“Agreement”) shall become effective (“Effective Date”) immediately upon the earliest occurrence of any of the following:

• Execution of this Agreement by the Customer.
• Electronic acceptance of a Proposal, Quote, Statement of Work (SOW), Service Order, or other service document.
• Purchase of any product or Service offered by Netwindy LLC.
• Submission of payment for any invoice issued by Netwindy LLC.
• Authorization for Netwindy LLC to begin providing Services.
• Acceptance of delivery, installation, provisioning, activation, or implementation of any product or Service.
• Continued use of any product or Service provided by Netwindy LLC after receipt of this Agreement or notice that this Agreement governs the Services.

2.2 Acceptance by Performance

The Customer acknowledges and agrees that requesting Services, permitting Netwindy LLC to perform work, accepting delivery of Services, or receiving the benefit of Services constitutes acceptance of this Agreement to the fullest extent permitted by applicable law.

The absence of a handwritten or electronic signature shall not invalidate this Agreement where the Customer has otherwise demonstrated acceptance through its conduct.

2.3 Purchase and Payment as Acceptance

The purchase of any product or Service, submission of payment for any invoice, authorization for Netwindy LLC to begin work, or acceptance of any deliverable constitutes the Customer’s acknowledgment and acceptance of:

• This Master Services Agreement (MSA).
• The applicable Statement of Work (SOW), Proposal, Quote, or Service Order.
• The applicable pricing and billing terms.
• The agreed contract term.
• The Netwindy LLC Terms of Service (TOS).
• The Netwindy LLC Acceptable Use Policy (AUP).

The Customer expressly agrees that such purchase, payment, authorization, or acceptance shall have the same legal force and effect as executing this Agreement by handwritten or electronic signature.

2.4 Electronic Transactions

The parties agree that electronic signatures, electronic records, electronic approvals, email confirmations, customer portal approvals, online acceptance, and electronic payment transactions satisfy any legal requirement for a written agreement or signature to the fullest extent permitted by applicable law.

2.5 Authority

The individual accepting this Agreement represents and warrants that he or she possesses full legal authority to bind the Customer to this Agreement.

If the individual lacks such authority, the Customer nevertheless agrees to be bound where it knowingly accepts or continues to receive the benefit of the Services.

2.6 Reliance by Netwindy LLC

Netwindy LLC shall be entitled to rely upon any request, authorization, approval, purchase order, payment, email communication, electronic acceptance, or instruction reasonably believed to have originated from the Customer or an authorized representative of the Customer.

2.7 No Signature Required

The Customer acknowledges that Netwindy LLC may begin providing Services before a formal signature is obtained at the Customer’s request.

In such circumstances, the Customer’s authorization to begin work, acceptance of Services, payment of invoices, or continued use of the Services shall constitute full acceptance of this Agreement.

2.8 Continuing Acceptance

Each renewal of Services, payment of recurring invoices, approval of additional work, execution of a new Statement of Work, or continued use of Netwindy LLC Services shall reaffirm the Customer’s acceptance of this Agreement unless superseded by a subsequently executed written agreement.

2.9 Binding Commercial Agreement

The Customer acknowledges that this Agreement is intended to establish a legally enforceable commercial relationship between the parties. The Customer waives any claim that this Agreement is unenforceable solely because acceptance occurred through electronic means, payment, performance, or continued use rather than by handwritten signature.

2.10 Customer Acknowledgment

By accepting this Agreement through any of the methods described herein, the Customer acknowledges that it has had a reasonable opportunity to review this Agreement, consult legal counsel if desired, and voluntarily agrees to be bound by all of its terms and conditions.

2.11 Applicability to All Purchases

Unless Netwindy LLC expressly agrees otherwise in writing, every purchase of products, software, hardware, licensing, cloud services, managed services, professional services, consulting services, subscriptions, maintenance, support, or any other goods or Services from Netwindy LLC shall automatically be governed by this Master Services Agreement together with the applicable Statement of Work (SOW), Proposal, Quote, Service Order, the Netwindy LLC Terms of Service (TOS), and the Acceptable Use Policy (AUP).

The Customer acknowledges that each subsequent purchase, renewal, upgrade, expansion, modification, or continuation of Services constitutes a reaffirmation of this Agreement and all incorporated documents.

3. Scope of Services

3.1 General Scope

Netwindy LLC shall provide the Services described in the applicable Statement of Work (SOW), Service Order, Proposal, Quote, or other written service document accepted by the Customer.

This Master Services Agreement establishes the legal framework governing all Services performed by Netwindy LLC unless expressly superseded by a separate written agreement executed by both parties.

3.2 Service Categories

Services provided by Netwindy LLC may include, but are not limited to:

• Managed IT Services
• Managed Security Services (MSSP)
• Professional Services and Consulting
• Cloud Services
• Microsoft 365 Administration
• Google Workspace Administration
• Cybersecurity Services
• Help Desk Services
• Remote Monitoring and Management (RMM)
• Backup and Disaster Recovery
• Network Design and Administration
• Server and Infrastructure Management
• Website and Application Hosting
• Virtualization Services
• Hardware Procurement and Installation
• Software Procurement and Licensing
• Artificial Intelligence (AI) Solutions
• Training Services
• Project Management
• Any additional technology products or services mutually agreed upon by the parties.

3.3 Statements of Work

Specific Services, deliverables, project objectives, service levels, implementation schedules, pricing, and other commercial terms shall be defined in one or more Statements of Work (SOW), Service Orders, Proposals, or Quotes issued by Netwindy LLC.

Each accepted SOW, Service Order, Proposal, or Quote shall automatically become part of this Master Services Agreement.

3.4 Changes to Services

The Customer may request additions, deletions, upgrades, or modifications to the Services at any time.

Netwindy LLC may require that such changes be documented through a Change Order, revised Statement of Work, Proposal, Quote, or other written amendment before the requested work is performed.

3.5 Out-of-Scope Services

Any work requested by the Customer that falls outside the scope of the applicable Statement of Work or Managed Services Agreement shall be considered additional services.

Unless otherwise agreed in writing, out-of-scope services shall be billed at Netwindy LLC’s then-current labor rates or quoted pricing.

3.6 Customer Authorization

The Customer authorizes Netwindy LLC to perform all Services reasonably necessary to fulfill the requirements of an accepted Statement of Work, Proposal, Quote, Service Order, or support request.

Netwindy LLC may rely upon instructions received from the Customer’s authorized representatives when scheduling, performing, or modifying Services.

3.7 Service Modifications

Netwindy LLC reserves the right to recommend modifications to the scope of Services when reasonably necessary to improve security, reliability, regulatory compliance, operational efficiency, or technical performance.

No material increase in recurring charges shall become effective without the Customer’s acceptance unless otherwise permitted under this Agreement.

3.8 Third-Party Dependencies

Certain Services depend upon third-party vendors, manufacturers, software publishers, cloud providers, internet service providers, telecommunications carriers, and utility providers.

The Customer acknowledges that Netwindy LLC is not responsible for delays, interruptions, or limitations caused solely by third-party providers.

3.9 No Obligation to Perform Unapproved Work

Netwindy LLC shall have no obligation to perform Services that have not been authorized by the Customer or that fall outside the scope of an accepted Statement of Work, Proposal, Quote, Service Order, or this Agreement.

3.10 Future Purchases

Unless otherwise expressly agreed in writing, all future purchases of products, software, hardware, licensing, subscriptions, cloud services, managed services, professional services, consulting services, maintenance, support, and any other goods or Services purchased from Netwindy LLC shall automatically be governed by this Master Services Agreement together with the applicable Statement of Work (SOW), Proposal, Quote, Service Order, the Netwindy LLC Terms of Service (TOS), and the Acceptable Use Policy (AUP).

Each future purchase shall be deemed a continuation of the commercial relationship established by this Agreement and shall not require execution of a separate Master Services Agreement unless otherwise agreed in writing by the parties.

4. Contract Term and Renewal

4.1 Initial Term

This Agreement shall commence on the Effective Date, as defined in Section 2 of this Agreement, and shall remain in effect for the Initial Term specified in the applicable Statement of Work (SOW), Proposal, Quote, Service Order, or other written agreement executed or accepted by the Customer.

If no specific contract term is identified in the applicable service document, the Services shall be provided on a month-to-month basis until terminated in accordance with this Agreement.

4.2 Fixed-Term Agreements

Where the Customer has agreed to a fixed contract term, including but not limited to twelve (12), twenty-four (24), thirty-six (36), or sixty (60) month service agreements, the Customer agrees to remain financially responsible for the Services throughout the entire Initial Term, subject only to the termination provisions contained in this Agreement.

4.3 Automatic Renewal

Unless otherwise stated in the applicable Statement of Work or unless either party provides written notice of non-renewal, this Agreement and all recurring Services shall automatically renew for successive renewal terms equal to the original billing cycle or contract renewal period.

4.4 Notice of Non-Renewal

Either party may elect not to renew recurring Services by providing written notice in accordance with the notice requirements set forth in this Agreement or the applicable Statement of Work.

Unless otherwise specified in writing, notice of non-renewal must be received no fewer than thirty (30) calendar days before the expiration of the then-current contract term.

4.5 Renewal Pricing

Upon renewal, recurring service pricing may be adjusted to reflect then-current service rates, third-party licensing costs, vendor pricing, inflation, regulatory changes, or other commercially reasonable business factors.

Netwindy LLC will provide reasonable notice of material recurring price adjustments where commercially practical.

4.6 Continuing Services

If the Customer continues to use the Services after expiration of the Initial Term without executing a replacement agreement, the Services shall continue under this Agreement on a month-to-month basis unless otherwise specified by Netwindy LLC.

4.7 Multiple Statements of Work

The parties acknowledge that multiple Statements of Work, Service Orders, or Proposals may exist simultaneously under this Master Services Agreement.

Each Statement of Work may establish its own service commencement date, contract term, pricing, renewal provisions, and service-specific obligations while remaining governed by this Master Services Agreement.

4.8 Modifications to the Contract Term

The contract term may be extended, renewed, or modified only through a written amendment, an executed renewal agreement, an accepted Proposal or Statement of Work, or another written agreement accepted in accordance with Section 2 of this Agreement.

4.9 Survival of Obligations

Expiration or termination of the Initial Term shall not affect any rights, obligations, or liabilities that accrued prior to expiration, including payment obligations, confidentiality obligations, indemnification obligations, limitations of liability, and any other provisions that by their nature are intended to survive termination.

4.10 Entire Contract Term

The Customer acknowledges that the pricing, discounts, service commitments, and other commercial terms offered by Netwindy LLC are based upon the agreed contract term.

Accordingly, early termination of a fixed-term agreement may result in financial obligations as described in the Early Termination provisions of this Agreement.

5. Pricing and Payment

5.1 Fees

The Customer agrees to pay all fees, charges, recurring service fees, licensing costs, taxes, and other amounts identified in the applicable Statement of Work (SOW), Proposal, Quote, Service Order, Invoice, or other written agreement.

All pricing is stated in United States Dollars (USD) unless otherwise specified in writing.

5.2 Monthly Recurring Services

Recurring Services shall be billed in advance on a monthly, quarterly, annual, or other billing cycle as specified in the applicable Statement of Work or Invoice.

Recurring fees remain due for the duration of the applicable contract term unless otherwise provided in this Agreement.

5.3 Professional Services

Professional Services may be provided on a fixed-fee, milestone-based, time-and-materials, or other billing basis as specified in the applicable Statement of Work or Proposal.

Unless otherwise stated in writing, time-and-materials services shall be invoiced at Netwindy LLC’s then-current labor rates.

5.4 Payment Terms

Invoices are due according to the payment terms stated on the applicable invoice or Statement of Work.

Failure to receive an invoice does not relieve the Customer of the obligation to make timely payment.

5.5 Automatic Payments

Where the Customer enrolls in automatic payment (“AutoPay”), the Customer authorizes Netwindy LLC to charge the designated payment method for recurring invoices and any other authorized charges arising under this Agreement.

The Customer is responsible for maintaining valid payment information throughout the term of this Agreement.

5.6 Taxes

Unless expressly stated otherwise, all fees are exclusive of applicable federal, state, county, municipal, sales, use, telecommunications, value-added, or similar taxes.

The Customer shall be responsible for all applicable taxes except taxes imposed solely upon Netwindy LLC’s net income.

5.7 Third-Party Licensing and Vendor Costs

The Customer acknowledges that certain Services include software licensing, cloud subscriptions, telecommunications services, security subscriptions, hardware maintenance, or other third-party products.

If third-party vendors increase their pricing during the contract term, Netwindy LLC may adjust the Customer’s recurring charges to reflect such increases where permitted by the applicable Statement of Work or applicable law.

5.8 Additional Services

Services requested by the Customer that fall outside the scope of the applicable Statement of Work shall be billed separately unless otherwise agreed in writing.

Examples include emergency support, after-hours labor, project work, consulting, travel, hardware installation, software implementation, and other out-of-scope services.

5.9 Payment Not Contingent Upon Usage

The Customer acknowledges that recurring service fees are based upon the availability of Services and Netwindy LLC’s ongoing commitment of personnel, infrastructure, licensing, monitoring, and operational resources.

Accordingly, payment obligations are not dependent upon the Customer’s actual usage of the Services during any billing period.

5.10 No Offset or Withholding

Except where prohibited by applicable law or expressly agreed in writing, the Customer shall not withhold, offset, deduct, or reduce any payment due under this Agreement because of any disputed claim, service issue, or alleged breach.

Any billing dispute shall be resolved in accordance with this Agreement, and the Customer shall timely pay all undisputed amounts while the disputed matter is being reviewed.

6. Customer Responsibilities

6.1 General Responsibilities

The Customer shall cooperate with Netwindy LLC in the performance of the Services and shall provide all information, access, personnel, equipment, approvals, and resources reasonably necessary for Netwindy LLC to perform its obligations under this Agreement.

6.2 Authorized Representatives

The Customer shall designate one or more authorized representatives who are authorized to request Services, approve work, authorize purchases, approve changes, receive confidential information, and otherwise act on behalf of the Customer.

Netwindy LLC may rely upon instructions received from any authorized representative until notified otherwise in writing.

6.3 Access to Systems

The Customer shall provide Netwindy LLC with timely administrative access to applicable systems, devices, software, cloud services, facilities, and networks as reasonably necessary to perform the Services.

Failure to provide necessary access may delay project completion, affect service delivery, or result in additional charges.

6.4 Accurate Information

The Customer agrees to provide complete, accurate, and current information regarding its technology environment, users, licensing, network infrastructure, vendors, security requirements, and business operations that may affect the Services.

6.5 Customer Equipment

Unless otherwise specified in a Statement of Work, the Customer is responsible for maintaining Customer-owned hardware, telecommunications services, internet connectivity, electrical power, environmental controls, and any other equipment not expressly managed by Netwindy LLC.

6.6 Supported Environment

The Customer acknowledges that Services are designed to operate within supported hardware and software environments.

Netwindy LLC may recommend upgrades or replacements when systems become obsolete, unsupported, end-of-life, or present unreasonable operational or cybersecurity risks.

6.7 Compliance with Recommendations

Netwindy LLC may periodically recommend software updates, hardware replacement, security improvements, licensing changes, backup enhancements, or other corrective actions.

The Customer acknowledges that declining such recommendations may increase operational, security, or compliance risks, and Netwindy LLC shall not be responsible for issues resulting from the Customer’s decision not to implement recommended changes.

6.8 Customer Personnel

The Customer shall ensure that its employees, contractors, consultants, and authorized users cooperate with Netwindy LLC throughout the delivery of the Services.

Repeated delays, failure to provide required approvals, or unreasonable interference with service delivery may result in revised project schedules or additional charges.

6.9 Responsibility for Customer Data

The Customer remains solely responsible for the legality, ownership, integrity, accuracy, and content of all Customer data stored, transmitted, processed, or otherwise made available through the Services.

The Customer further represents that it possesses all rights and permissions necessary for Netwindy LLC to perform the contracted Services.

6.10 Responsibility for Compliance

Unless expressly agreed in writing, the Customer remains solely responsible for compliance with all applicable laws, regulations, contractual obligations, cybersecurity requirements, privacy laws, industry standards, insurance requirements, and governmental regulations applicable to its business.

Netwindy LLC’s provision of Services shall not be interpreted as a guarantee of the Customer’s regulatory or legal compliance unless specifically identified as part of the contracted Services.

7. Netwindy LLC Responsibilities

7.1 Performance of Services

Netwindy LLC shall perform the Services described in the applicable Statement of Work (SOW), Proposal, Quote, Service Order, or other written agreement using commercially reasonable skill, care, and diligence consistent with generally accepted industry practices.

7.2 Qualified Personnel

Netwindy LLC shall assign qualified personnel with appropriate technical knowledge, experience, and training to perform the Services.

Netwindy LLC reserves the right to determine the personnel assigned to any engagement and may substitute personnel as reasonably necessary.

7.3 Service Delivery

Netwindy LLC shall make commercially reasonable efforts to provide the Services in accordance with the schedules, milestones, response objectives, and implementation timelines identified in the applicable Statement of Work or Service Agreement.

Estimated completion dates are good-faith estimates and are not guaranteed unless expressly stated in writing.

7.4 Professional Standards

Netwindy LLC shall perform the Services in a professional and workmanlike manner using commercially reasonable practices and generally accepted technical standards applicable to the Services being provided.

7.5 Communication

Netwindy LLC shall use commercially reasonable efforts to keep the Customer informed regarding significant project milestones, material service interruptions, major changes affecting the Services, and other matters requiring Customer attention.

7.6 Recommendations

Netwindy LLC may periodically recommend hardware upgrades, software updates, cybersecurity improvements, licensing changes, infrastructure enhancements, backup improvements, or other corrective actions intended to improve the Customer’s technology environment.

Such recommendations are advisory in nature unless expressly included within the contracted scope of Services.

7.7 Third-Party Coordination

Where reasonably necessary, Netwindy LLC may coordinate with internet service providers, cloud providers, software publishers, hardware manufacturers, telecommunications carriers, and other third-party vendors on the Customer’s behalf.

Netwindy LLC does not control the actions or response times of third-party vendors and shall not be responsible for delays or failures caused by such parties.

7.8 Confidential Handling of Information

Netwindy LLC shall use commercially reasonable administrative, technical, and physical safeguards to protect Customer Confidential Information consistent with the Confidentiality provisions of this Agreement.

Access to Customer systems and information shall be limited to personnel with a legitimate business need to perform the contracted Services.

7.9 Compliance with Laws

Netwindy LLC shall perform the Services in compliance with applicable federal, state, and local laws governing the Company’s operations.

Nothing in this Agreement shall require Netwindy LLC to perform any Service that would violate applicable law, regulation, licensing requirement, or ethical obligation.

7.10 No Guarantee of Results

Except as expressly provided in a written Service Level Agreement (SLA) or other executed agreement, Netwindy LLC does not guarantee uninterrupted operation, error-free performance, achievement of any specific business outcome, prevention of all cybersecurity incidents, or compatibility with every third-party product or service.

The Customer acknowledges that technology services inherently involve operational risks that cannot be completely eliminated through commercially reasonable efforts.

8. Service Changes and Change Management

8.1 Customer-Initiated Changes

The Customer may request modifications to the Services, including additions, deletions, upgrades, relocations, expansions, or other changes to the scope of work at any time during the term of this Agreement.

Netwindy LLC shall review such requests and determine whether the requested changes affect pricing, scheduling, resources, licensing, or the overall scope of Services.

8.2 Company-Initiated Changes

Netwindy LLC may recommend changes to the Services to improve security, performance, reliability, compliance, maintainability, or operational efficiency.

Unless required to address an emergency, cybersecurity incident, legal requirement, or critical operational issue, material changes affecting recurring pricing or contracted Services shall require Customer approval.

8.3 Change Orders

Material modifications to the scope of Services may be documented through a Change Order, revised Statement of Work (SOW), Proposal, Quote, Service Order, or other written amendment approved in accordance with this Agreement.

Each approved Change Order shall become part of this Master Services Agreement upon acceptance.

8.4 Emergency Changes

Netwindy LLC may implement emergency changes without prior Customer approval when reasonably necessary to:

• Protect Customer systems or data.
• Respond to an active cybersecurity incident.
• Prevent imminent service interruption.
• Correct a critical system failure.
• Comply with applicable law or regulatory requirements.

Where commercially reasonable, Netwindy LLC will notify the Customer as soon as practical following implementation of an emergency change.

8.5 Out-of-Scope Work

Any requested work that falls outside the scope of the applicable Statement of Work or Managed Services Agreement may require a separate proposal, additional labor charges, revised project schedule, or execution of a Change Order before work begins.

8.6 Customer Delays

If the Customer delays approvals, fails to provide required information, withholds access, or otherwise prevents Netwindy LLC from performing the Services, Netwindy LLC may reasonably adjust project schedules, implementation dates, staffing, and pricing to reflect the resulting impact.

8.7 Effect on Pricing

Approved changes that increase or decrease the quantity of Services, supported users, devices, locations, software licenses, cloud resources, or other contracted resources may result in corresponding adjustments to recurring fees or project pricing.

Unless otherwise agreed in writing, revised pricing shall become effective upon implementation of the approved change.

8.8 Documentation

Netwindy LLC may document approved changes through email confirmation, customer portal approval, electronic acceptance, signed Change Orders, revised Statements of Work, Proposals, Quotes, Service Orders, or other written records.

Such documentation shall constitute part of this Agreement and shall be enforceable in the same manner as the original Agreement.

8.9 No Obligation to Perform Unapproved Changes

Netwindy LLC shall have no obligation to perform requested work that materially changes the scope of Services until the parties have reached agreement regarding the applicable scope, pricing, scheduling, and other commercial terms.

8.10 Continuing Agreement

Unless expressly stated otherwise in writing, all approved changes to the Services shall remain subject to the terms and conditions of this Master Services Agreement, together with the applicable Statement of Work (SOW), the Netwindy LLC Terms of Service (TOS), and the Acceptable Use Policy (AUP).

9. Termination and Early Termination

9.1 Termination for Convenience

Unless otherwise expressly permitted by this Agreement or the applicable Statement of Work (SOW), neither party may terminate a fixed-term Service Agreement for convenience prior to the expiration of the agreed Initial Term.

Month-to-month Services may be terminated in accordance with the applicable notice requirements contained in this Agreement or the Netwindy LLC Terms of Service (TOS).

9.2 Termination for Cause

Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) calendar days after receiving written notice describing the breach, unless a different cure period is expressly provided elsewhere in this Agreement.

No cure period shall be required where the breach involves fraud, criminal activity, intentional misconduct, cybersecurity threats, unauthorized disclosure of Confidential Information, or other circumstances where immediate termination is reasonably necessary.

9.3 Early Termination by Customer

If the Customer terminates a fixed-term Service Agreement before the expiration of the Initial Term for any reason other than Netwindy LLC’s uncured material breach, the Customer acknowledges that Netwindy LLC will suffer damages that are difficult to precisely calculate.

Accordingly, and not as a penalty, the Customer agrees to pay the Early Termination Charges described in this Section as liquidated damages representing a reasonable estimate of Netwindy LLC’s anticipated losses.

9.4 Early Termination Charges

Unless otherwise expressly stated in the applicable Statement of Work or other written agreement, the Customer shall immediately pay the following upon early termination:

• All unpaid invoices then due and owing.
• All unpaid Professional Services performed through the effective termination date.
• One hundred percent (100%) of the remaining Monthly Recurring Service Fees that would have become due during the balance of the Initial Term.
• Any non-cancelable third-party licensing, software subscription, telecommunications, cloud, maintenance, leasing, or vendor commitments incurred by Netwindy LLC on the Customer’s behalf.
• Any unrecovered hardware, equipment, installation, onboarding, implementation, or project costs specifically incurred for the Customer.
• Any applicable taxes, shipping charges, collection costs, and attorneys’ fees recoverable under this Agreement or applicable law.

9.5 Liquidated Damages

The parties acknowledge that Netwindy LLC commits personnel, engineering resources, vendor agreements, software licensing, operational capacity, pricing discounts, and other investments based upon the Customer’s agreement to the full contract term.

The parties further agree that the Early Termination Charges constitute reasonable liquidated damages and are not intended as a penalty.

9.6 Effect of Termination

Upon termination of this Agreement:

• All Customer rights to receive the affected Services shall immediately cease.
• All outstanding financial obligations shall become immediately due and payable.
• Netwindy LLC may disable, disconnect, recover, or remove Company-owned equipment, software, licenses, cloud resources, monitoring tools, and other Company property.
• The Customer shall promptly return any Company-owned equipment or materials upon request.

9.7 Survival of Obligations

Termination or expiration of this Agreement shall not affect any rights or obligations that accrued prior to termination, including payment obligations, confidentiality obligations, indemnification obligations, limitation of liability provisions, intellectual property rights, and any provisions intended by their nature to survive termination.

9.8 No Waiver of Remedies

Termination of this Agreement shall not limit either party’s right to pursue any additional legal or equitable remedies available under this Agreement or applicable law.

9.9 Continued Customer Responsibility

The Customer acknowledges that termination of Services does not relieve the Customer of any financial obligations incurred prior to the effective termination date, including recurring charges, third-party commitments, taxes, licensing obligations, or other amounts due under this Agreement.

9.10 Exclusive Termination Procedure

All termination requests shall be submitted in accordance with the cancellation procedures established by Netwindy LLC. No verbal request, refusal to use the Services, failure to submit support requests, or discontinuation of business operations shall constitute termination of this Agreement unless accepted by Netwindy LLC in accordance with the applicable cancellation procedures.

10. Default and Remedies

10.1 Events of Default

The occurrence of any of the following shall constitute an Event of Default under this Agreement:

• Failure to pay any undisputed invoice when due.
• Material breach of this Agreement, the applicable Statement of Work (SOW), the Terms of Service (TOS), or the Acceptable Use Policy (AUP).
• Providing materially false or misleading information.
• Unauthorized use of Netwindy LLC’s Services.
• Failure to comply with applicable laws or regulatory requirements relating to the Services.
• Insolvency, bankruptcy, receivership, assignment for the benefit of creditors, or similar financial proceedings involving the Customer.
• Any other material breach that substantially impairs Netwindy LLC’s ability to perform the Services.

10.2 Notice of Default

Except where immediate action is authorized under this Agreement, Netwindy LLC may provide written notice describing the nature of the default and any applicable cure period.

Notice may be delivered through the Customer Portal, Billing Portal, electronic mail, overnight courier, certified mail, or any other commercially reasonable method.

10.3 Opportunity to Cure

Unless otherwise provided in this Agreement, the Customer shall have thirty (30) calendar days after receipt of written notice to cure a material default.

No cure period shall apply where immediate suspension or termination is reasonably necessary to protect Netwindy LLC, its Customers, third-party providers, or the public.

10.4 Company Remedies

Upon an Event of Default, Netwindy LLC may exercise one or more of the following remedies:

• Suspend or restrict Services.
• Terminate the affected Services or this Agreement.
• Accelerate amounts lawfully due under this Agreement.
• Recover unpaid fees, costs, and expenses.
• Recover Company-owned equipment, software, licenses, or other property.
• Engage collection agencies or pursue legal action.
• Exercise any other rights or remedies available under this Agreement or applicable law.

10.5 Collection Costs

If Netwindy LLC is required to pursue collection of amounts due under this Agreement, the Customer agrees to reimburse Netwindy LLC for all reasonable collection costs, including collection agency fees, court costs, filing fees, expert witness fees, and reasonable attorneys’ fees to the extent permitted by applicable law.

10.6 Cumulative Remedies

The rights and remedies provided in this Agreement are cumulative and may be exercised individually or concurrently.

The exercise of any one remedy shall not preclude Netwindy LLC from exercising any other remedy available under this Agreement or applicable law.

10.7 No Waiver

The failure of Netwindy LLC to enforce any provision of this Agreement or to exercise any right or remedy upon a default shall not constitute a waiver of that right, remedy, or subsequent default.

10.8 Mitigation

Nothing contained in this Agreement shall prevent Netwindy LLC from taking immediate action reasonably necessary to mitigate damages, protect its network, preserve evidence, secure Company assets, or prevent further harm arising from a Customer default.

10.9 Customer Obligations Following Default

Following an Event of Default, the Customer shall remain responsible for all payment obligations, contractual commitments, licensing costs, and other liabilities accrued under this Agreement until satisfied in full.

10.10 Reservation of Rights

Nothing contained in this Agreement shall limit Netwindy LLC’s right to pursue any legal or equitable remedy available under this Agreement, applicable law, or any related contract between the parties.

11. Insurance

11.1 Customer Responsibility

The Customer acknowledges that it is responsible for obtaining and maintaining appropriate insurance coverage for its business operations, technology infrastructure, facilities, equipment, personnel, and other assets as appropriate for its business.

11.2 Recommended Insurance

Depending upon the nature of the Services provided, Netwindy LLC recommends that the Customer maintain insurance coverage appropriate to its operations, which may include:

• Commercial General Liability Insurance.
• Cyber Liability Insurance.
• Technology Errors and Omissions Insurance.
• Business Interruption Insurance.
• Property Insurance.
• Crime and Employee Dishonesty Insurance.
• Directors and Officers (D&O) Insurance, where applicable.
• Workers’ Compensation Insurance, where required by law.

11.3 No Substitute for Insurance

The Customer acknowledges that Netwindy LLC’s Services are not intended to replace the Customer’s obligation to maintain adequate insurance coverage.

Technology services, cybersecurity measures, backups, disaster recovery solutions, and managed services reduce risk but cannot eliminate all operational, financial, legal, or cybersecurity risks.

11.4 Customer Property

The Customer remains solely responsible for insuring Customer-owned hardware, software, data, inventory, facilities, and other business property unless otherwise expressly agreed in writing.

11.5 Limitation of Coverage

Nothing contained in this Agreement shall be interpreted as creating insurance coverage for the benefit of the Customer or as expanding Netwindy LLC’s liability beyond the limitations established elsewhere in this Agreement.

11.6 Subrogation

To the extent permitted by applicable law and the Customer’s insurance policies, the Customer agrees to use commercially reasonable efforts to obtain waivers of subrogation in favor of Netwindy LLC for losses covered by the Customer’s insurance.

11.7 Claims

The Customer agrees to promptly notify Netwindy LLC of any claim, lawsuit, insurance claim, cybersecurity incident, or event that may reasonably be expected to involve the Services provided under this Agreement.

11.8 Risk Allocation

The parties acknowledge that the fees charged by Netwindy LLC are based upon the allocation of risk established in this Agreement, including the limitations of liability, indemnification obligations, and the Customer’s responsibility to maintain appropriate insurance coverage.

11.9 Survival

The provisions of this Section shall survive the expiration or termination of this Agreement to the extent necessary to resolve claims arising from Services performed during the term of this Agreement.

12. Limitation of Liability

12.1 Limitation of Liability

To the fullest extent permitted by applicable law, the aggregate liability of Netwindy LLC, its officers, directors, employees, members, managers, contractors, affiliates, licensors, successors, assigns, and agents arising out of or relating to this Agreement or the Services shall be limited as expressly provided in this Section.

12.2 Excluded Damages

In no event shall Netwindy LLC be liable for any indirect, incidental, consequential, special, exemplary, punitive, or enhanced damages, including but not limited to:

• Loss of profits.
• Loss of revenue.
• Loss of business opportunities.
• Loss of anticipated savings.
• Loss of goodwill.
• Business interruption.
• Loss, corruption, encryption, or destruction of data.
• Cybersecurity incidents.
• Loss of use of systems or networks.
• Failure of third-party products or services.
• Replacement technology costs.

This limitation applies regardless of the legal theory asserted, including contract, tort, negligence, strict liability, statute, or otherwise.

12.3 Maximum Liability

Except where prohibited by applicable law, the total cumulative liability of Netwindy LLC for all claims arising out of or relating to this Agreement shall not exceed the total recurring and non-recurring fees actually paid by the Customer to Netwindy LLC for the affected Services during the twelve (12) months immediately preceding the event giving rise to the claim.

12.4 Technology Risks

The Customer acknowledges that technology systems are inherently subject to hardware failures, software defects, cybersecurity threats, internet outages, utility failures, human error, third-party failures, and other risks that cannot be completely eliminated through commercially reasonable efforts.

Accordingly, Netwindy LLC does not guarantee uninterrupted operation, complete security, prevention of all cyber incidents, or error-free performance unless expressly stated in a written Service Level Agreement (SLA).

12.5 Third-Party Products

Netwindy LLC shall not be liable for outages, defects, vulnerabilities, licensing issues, discontinued products, pricing changes, compatibility issues, or other matters arising from third-party hardware, software, cloud services, internet providers, telecommunications carriers, or other vendors beyond Netwindy LLC’s reasonable control.

12.6 Customer Risk Management

The Customer is responsible for maintaining appropriate backups, disaster recovery procedures, cybersecurity protections, insurance coverage, regulatory compliance, and business continuity planning appropriate for its business operations.

The Services provided by Netwindy LLC supplement—but do not replace—the Customer’s own risk management responsibilities.

12.7 Basis of the Bargain

The Customer acknowledges that the pricing charged under this Agreement reflects the allocation of risk between the parties and that the limitations of liability contained herein constitute an essential basis upon which Netwindy LLC has agreed to provide the Services.

12.8 No Expansion of Liability

No employee, contractor, subcontractor, consultant, affiliate, reseller, supplier, or third-party vendor of Netwindy LLC shall incur any personal liability arising out of the Services or this Agreement.

Any liability, if any, shall be limited exclusively to Netwindy LLC as provided herein.

12.9 Applicability

The limitations contained in this Section apply even if any limited remedy provided elsewhere in this Agreement fails of its essential purpose and regardless of whether Netwindy LLC has been advised of the possibility of such damages.

12.10 Preservation of Rights

Nothing contained in this Agreement shall limit liability where such limitation is prohibited by applicable law or for claims that cannot legally be limited or excluded under applicable law.

13. Confidentiality

13.1 Mutual Confidentiality

Each party acknowledges that, in the course of performing or receiving Services under this Agreement, it may receive Confidential Information belonging to the other party. Each party agrees to protect such Confidential Information in accordance with the terms of this Agreement.

13.2 Definition of Confidential Information

“Confidential Information” means any non-public business, financial, technical, operational, security, customer, employee, pricing, software, documentation, trade secret, or proprietary information disclosed by one party to the other, whether in written, electronic, oral, visual, or other form, that a reasonable person would understand to be confidential.

13.3 Exclusions

Confidential Information does not include information that:

• Is or becomes publicly available through no wrongful act of the Receiving Party.
• Was lawfully known by the Receiving Party before disclosure.
• Is lawfully received from a third party without restriction.
• Is independently developed without reference to the Confidential Information.
• Must be disclosed pursuant to applicable law, court order, or lawful governmental request.

13.4 Use of Confidential Information

Each party agrees to use the other party’s Confidential Information solely for the purpose of performing or receiving Services under this Agreement.

Neither party shall disclose Confidential Information to any third party except as expressly permitted by this Agreement or with the prior written consent of the disclosing party.

13.5 Protection of Information

Each party shall exercise at least reasonable care to protect Confidential Information from unauthorized access, disclosure, use, alteration, or destruction.

Access shall be limited to employees, contractors, consultants, or agents who have a legitimate business need to know such information and who are subject to confidentiality obligations no less restrictive than those contained herein.

13.6 Required Disclosures

If either party is required by law, subpoena, court order, or governmental authority to disclose Confidential Information, that party shall, to the extent legally permitted, provide prompt notice to the other party to allow an opportunity to seek appropriate protective relief.

13.7 Return or Destruction

Upon termination of this Agreement or upon written request, each party shall, where commercially reasonable, return or securely destroy the other party’s Confidential Information, except where retention is required by law, regulatory requirements, disaster recovery systems, archival backups, insurance obligations, or legitimate business recordkeeping.

13.8 Ownership

All Confidential Information shall remain the exclusive property of the disclosing party. Nothing contained in this Agreement grants the receiving party any ownership interest, intellectual property rights, license, or other rights except those expressly necessary to perform this Agreement.

13.9 Survival

The confidentiality obligations contained in this Section shall survive the expiration or termination of this Agreement for a period of five (5) years, except with respect to trade secrets and other information protected by applicable law, which shall remain protected for so long as such protection is available.

13.10 Equitable Relief

Each party acknowledges that unauthorized disclosure or misuse of Confidential Information may cause irreparable harm for which monetary damages alone may be inadequate. Accordingly, the injured party shall be entitled to seek temporary, preliminary, or permanent injunctive relief, in addition to any other remedies available at law or in equity.

14. Governing Law and Dispute Resolution

14.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of law principles.

14.2 Exclusive Venue

Any legal action, suit, arbitration, mediation, or other proceeding arising out of or relating to this Agreement or the Services provided by Netwindy LLC shall be brought exclusively in the state or federal courts located in Maricopa County, Arizona, unless the parties mutually agree in writing to an alternative forum.

Each party irrevocably submits to the jurisdiction of such courts and waives any objection based upon improper venue or forum non conveniens.

14.3 Good Faith Negotiation

Before initiating litigation, the parties agree to make a good-faith effort to resolve any dispute through informal discussions between authorized representatives.

Either party may request a meeting, whether in person or by electronic means, for the purpose of attempting to resolve the dispute without formal legal proceedings.

14.4 Mediation

If the parties are unable to resolve the dispute through good-faith negotiations, either party may request non-binding mediation before initiating litigation.

Unless otherwise agreed, mediation shall be conducted in Maricopa County, Arizona, and the costs of mediation shall be shared equally by the parties.

14.5 Injunctive Relief

Nothing contained in this Section shall prevent either party from seeking temporary, preliminary, or permanent injunctive relief, temporary restraining orders, or other equitable remedies where necessary to protect Confidential Information, intellectual property, Company systems, Customer data, or other rights that may suffer immediate and irreparable harm.

14.6 Attorneys’ Fees

In any action or proceeding arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, court costs, expert witness fees, collection costs, and other litigation expenses to the fullest extent permitted by applicable law.

14.7 Limitation Period

To the fullest extent permitted by applicable law, any claim arising out of or relating to this Agreement must be commenced within one (1) year after the claim accrues or such claim shall be permanently barred.

14.8 Preservation of Rights

Nothing contained in this Section shall limit either party’s right to pursue collection of unpaid invoices, enforce contractual payment obligations, recover Company-owned property, or seek emergency legal relief where immediate action is reasonably necessary.

14.9 Survival

The dispute resolution provisions contained in this Section shall survive the expiration or termination of this Agreement and shall continue to govern any disputes arising from or relating to Services performed during the term of this Agreement.

14.10 Exclusive Remedy Procedures

Except where immediate equitable relief is authorized under this Agreement or required by applicable law, the procedures described in this Section shall constitute the parties’ agreed process for resolving disputes arising under this Agreement.

15. General Provisions

15.1 Independent Contractors

The parties are independent contractors. Nothing contained in this Agreement shall be construed to create a partnership, joint venture, agency, franchise, fiduciary relationship, employment relationship, or other legal association between the parties.

15.2 Assignment

The Customer may not assign, transfer, delegate, or otherwise convey any rights or obligations under this Agreement without the prior written consent of Netwindy LLC.

Netwindy LLC may assign this Agreement, in whole or in part, to an affiliate, successor, purchaser, or acquiring entity without the Customer’s consent, provided such assignment does not materially diminish the Customer’s rights under this Agreement.

15.3 Notices

Unless otherwise required by this Agreement, all notices shall be provided in writing and may be delivered by email, the Netwindy LLC Customer Portal, the Netwindy LLC Billing Portal, certified mail, nationally recognized overnight courier, or another commercially reasonable delivery method.

Notices shall be deemed received upon delivery or electronic transmission to the Customer’s last known contact information maintained by Netwindy LLC.

15.4 Electronic Communications

The Customer consents to receive invoices, notices, disclosures, service announcements, policy updates, Statements of Work, Proposals, Quotes, and other communications electronically.

Electronic communications shall satisfy any legal requirement that such communications be in writing.

15.5 Publicity

Unless otherwise prohibited by a written agreement, Netwindy LLC may identify the Customer as a client in customer lists, proposals, presentations, marketing materials, and on the Company’s website.

Netwindy LLC shall not disclose the Customer’s Confidential Information without authorization except as permitted by this Agreement.

15.6 Intellectual Property

Except as otherwise expressly agreed in writing, all software, documentation, methodologies, automation tools, scripts, templates, workflows, processes, trademarks, service marks, logos, technical materials, and other intellectual property developed, owned, or licensed by Netwindy LLC shall remain the exclusive property of Netwindy LLC or its licensors.

No ownership rights are transferred to the Customer except for the limited rights necessary to receive the contracted Services.

15.7 Severability

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

The invalid provision shall be modified or interpreted, where possible, to most closely reflect the original intent of the parties while remaining enforceable under applicable law.

15.8 No Waiver

The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any subsequent breach.

No waiver shall be effective unless made in writing by an authorized representative of the party granting the waiver.

15.9 Entire Agreement

This Master Services Agreement, together with all applicable Statements of Work (SOW), Service Orders, Proposals, Quotes, Service Level Agreements (SLA), the Netwindy LLC Terms of Service (TOS), the Acceptable Use Policy (AUP), and any written amendments executed by the parties, constitutes the complete and exclusive agreement between the parties regarding the Services.

These documents supersede all prior or contemporaneous oral or written agreements, negotiations, proposals, understandings, and representations concerning the subject matter of this Agreement.

15.10 Survival

Any provision of this Agreement that by its nature should survive expiration or termination, including but not limited to payment obligations, confidentiality, intellectual property rights, limitation of liability, indemnification, dispute resolution, and all accrued rights and obligations, shall survive the expiration or termination of this Agreement.