Master Service Agreement

1.1 “Services” “Services” means the managed IT, cybersecurity, cloud, voice, data, unified communications, and any other technology services described in one or more Service Orders executed under this Agreement.

1.2 “Service Order” “Service Order” means a written or electronic order form, statement of work, or addendum signed by both Parties that specifies the scope, pricing, and term of particular Services.

1.3 “Confidential Information” “Confidential Information” means any non-public information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

1.4 “Client Data” “Client Data” means all data, files, and information owned or controlled by Client that is stored on, transmitted through, or processed by BlueStream systems or personnel in connection with the Services.

2.1 Scope. BlueStream will provide the Services described in each Service Order. BlueStream reserves the right to modify the manner in which Services are delivered, provided that such modifications do not materially reduce the functionality or quality of the Services.

2.2 Service Orders. Each Service Order is incorporated into and governed by this Agreement. In the event of a conflict between a Service Order and this Agreement, the Service Order controls solely with respect to the specific Services described therein.

2.3 Changes. Any material change to the scope of Services must be documented in a written change order signed by both Parties. BlueStream may charge additional fees for out-of-scope work performed at Client's request.

2.4 Third-Party Services. Certain Services may include or depend upon third-party software, hardware, or cloud platforms. BlueStream will use commercially reasonable efforts to manage such third-party relationships but is not liable for third-party outages, price changes, or discontinuation of service.

3.1 Access and Cooperation. Client shall provide BlueStream with timely access to Client systems, facilities, personnel, and information reasonably necessary for BlueStream to perform the Services. Delays caused by Client's failure to cooperate may extend delivery timelines without liability to BlueStream.

3.2 Accurate Information. Client is responsible for the accuracy and completeness of all information provided to BlueStream. BlueStream is not liable for errors or failures resulting from inaccurate or incomplete information supplied by Client.

3.3 Authorized Users. Client is responsible for all actions taken by its employees, contractors, and agents who access BlueStream-managed systems or services. Client shall promptly notify BlueStream of any unauthorized access or security incident.

3.4 Backups. Unless backup services are explicitly included in a Service Order, Client is solely responsible for maintaining adequate backups of all Client Data. BlueStream strongly recommends that Client maintain independent, off-site backups at all times.

4.1 Fees. Client shall pay BlueStream the fees set forth in each Service Order. Recurring fees are invoiced monthly in advance unless otherwise specified.

4.2 Payment Terms. Invoices are due and payable within thirty (30) days of the invoice date. BlueStream reserves the right to charge interest on overdue balances at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is less).

4.3 Disputed Invoices. Client must notify BlueStream in writing of any disputed invoice within fifteen (15) days of receipt. Undisputed portions of an invoice remain due and payable by the original due date.

4.4 Taxes. All fees are exclusive of applicable taxes, including but not limited to federal, state, and local sales, use, excise, value-added, or similar taxes. Client is solely responsible for remitting all such taxes arising from the Services, excluding taxes assessed on BlueStream's net income. BlueStream will itemize applicable taxes on each invoice where required by law.

4.5 Regulatory Fees and Surcharges. Certain Services — including but not limited to Voice over IP (VoIP), hosted telephony, and data communications — may be subject to federal, state, or local regulatory fees, universal service fund (USF) contributions, E911 surcharges, telecommunications relay service (TRS) fees, and other government-mandated assessments. These charges are passed through to Client at cost and will appear as separate line items on the applicable invoice. BlueStream reserves the right to adjust such pass-through charges at any time to reflect changes in applicable law or regulatory assessments without prior notice.

4.6 Third-Party Cost Pass-Throughs. Fees for third-party software licenses, hardware procurement, cloud platform consumption, carrier circuits, and similar vendor costs incurred on Client's behalf will be invoiced at BlueStream's cost plus any applicable handling or procurement fee as specified in the Service Order.

4.7 Fee Adjustments. BlueStream may adjust recurring service fees upon sixty (60) days' written notice to Client. If Client objects to a fee increase, Client may terminate the affected Service Order without penalty by providing written notice within thirty (30) days of receiving BlueStream's notice. Pass-through regulatory fees and surcharges described in Section 4.5 are not subject to this notice requirement.

5.1 Agreement Term. This Agreement commences on the Effective Date and continues until all Service Orders have expired or been terminated.

5.2 Service Order Term. Each Service Order specifies its own initial term. Unless otherwise stated, Service Orders automatically renew for successive one-year periods unless either Party provides written notice of non-renewal at least sixty (60) days before the end of the then-current term.

5.3 Termination for Cause. Either Party may terminate a Service Order or this Agreement upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach.

5.4 Termination for Convenience. Unless a Service Order expressly permits termination for convenience, early termination by Client prior to the end of the committed term will result in an early termination fee equal to the remaining monthly fees for the unexpired term.

5.5 Effect of Termination. Upon termination, Client shall pay all outstanding fees. BlueStream will provide reasonable transition assistance for up to thirty (30) days at its then-current hourly rates. BlueStream will return or destroy Client Data in accordance with its data retention policy.

6.1 Obligations. Each Party agrees to hold the other Party's Confidential Information in strict confidence and not to disclose it to any third party without the disclosing Party's prior written consent, except as required by law or as necessary to perform obligations under this Agreement.

6.2 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known before disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or court order.

6.3 Survival. Confidentiality obligations survive termination of this Agreement for a period of three (3) years.

7.1 Security Measures. BlueStream will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Client Data from unauthorized access, disclosure, alteration, or destruction.

7.2 Incident Notification. BlueStream will notify Client promptly (and in no event later than seventy-two (72) hours) after becoming aware of a confirmed security incident that materially affects Client Data.

7.3 Compliance. Each Party is responsible for its own compliance with applicable data protection and privacy laws. If Client is subject to HIPAA, PCI-DSS, or other regulated frameworks, Client must notify BlueStream and execute any required addenda prior to BlueStream handling regulated data.

7.4 Ownership. Client retains all ownership rights in Client Data. BlueStream may use Client Data solely to provide the Services and for no other purpose.

8.1 BlueStream IP. BlueStream retains all right, title, and interest in its pre-existing intellectual property, tools, methodologies, and any improvements thereto developed in connection with the Services. Nothing in this Agreement transfers ownership of BlueStream IP to Client.

8.2 Client IP. Client retains all right, title, and interest in Client Data and Client's pre-existing intellectual property. BlueStream receives a limited, non-exclusive license to use Client IP solely to perform the Services.

8.3 Work Product. Unless otherwise specified in a Service Order, deliverables created specifically for Client and paid for in full become Client's property upon receipt of full payment.

9.1 BlueStream Warranty. BlueStream warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards.

9.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1, BLUESTREAM PROVIDES THE SERVICES “AS IS” AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. BLUESTREAM DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

10.1 Exclusion of Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Liability. BLUESTREAM'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO BLUESTREAM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.3 Exceptions. The limitations in this Section 10 do not apply to: (a) Client's payment obligations; (b) either Party's indemnification obligations; or (c) damages arising from a Party's gross negligence or willful misconduct.

11.1 By Client. Client shall indemnify, defend, and hold harmless BlueStream and its officers, directors, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Client's breach of this Agreement; (b) Client's negligence or willful misconduct; or (c) Client's use of the Services in violation of applicable law.

11.2 By BlueStream. BlueStream shall indemnify, defend, and hold harmless Client from and against any third-party claims alleging that the Services, as provided by BlueStream, infringe any U.S. patent, copyright, or trademark, provided that Client promptly notifies BlueStream of such claim and cooperates in the defense.

12.1 Prohibited Activities. Client shall not use the Services to: (a) violate any applicable law or regulation; (b) transmit malware, spam, or other harmful content; (c) infringe the intellectual property rights of any third party; (d) engage in any activity that disrupts or interferes with BlueStream's network or systems; or (e) access systems or data without authorization.

12.2 Suspension. BlueStream may immediately suspend Services, without liability, if it reasonably believes Client is engaged in prohibited activities. BlueStream will notify Client of the suspension and provide an opportunity to cure where practicable.

13.1 Informal Resolution. The Parties agree to attempt to resolve any dispute informally by escalating the matter to senior management of each Party before initiating formal proceedings.

13.2 Governing Law. This Agreement is governed by the laws of the State of Florida, without regard to its conflict-of-law principles.

13.3 Venue. Any legal action arising under this Agreement shall be brought exclusively in the state or federal courts located in Florida, and each Party consents to the personal jurisdiction of such courts.

13.4 Attorneys' Fees. In any dispute arising under this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party.

14.1 Entire Agreement. This Agreement, together with all Service Orders and addenda, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings.

14.2 Amendments. This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties.

14.3 Assignment. Neither Party may assign this Agreement without the other Party's prior written consent, except that BlueStream may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

14.4 Severability. If any provision of this Agreement is found to be unenforceable, the remaining provisions will continue in full force and effect.

14.5 Waiver. Failure to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

14.6 Force Majeure. Neither Party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, government actions, cyberattacks by third parties, or internet outages.

14.7 Notices. All notices under this Agreement must be in writing and delivered by email (with confirmation of receipt), overnight courier, or certified mail to the addresses specified in the applicable Service Order or as updated by written notice.

14.8 Counterparts. This Agreement may be executed in counterparts, including electronic signatures, each of which shall be deemed an original.