Master Services Agreement

Last Updated: September 15, 2025

SCOPE

1. Context

Throughout this Agreement, references to “Client,” “you,” or “your” denote the entity who has accepted a quote, proposal, service order, or similar document from Gravity Networks. This document limits the liability of Gravity Networks for services not provided directly and those provided by third parties (defined as “Third Party Services” and “Third Party Providers”).

2. Scope of Services

This is a master agreement where specific services are described in a Quote. The engagement scope is limited to services expressly listed in a Quote; all other services are “Out of Scope Services” and require express written agreement.

Services are governed by the Quote itself and by our Services Guide, which functions as a binding user manual containing service delivery methods, service level agreements, additional payment terms, and auto-renewal terms. Read both the Quote and Services Guide before accepting.

3. Version

Each Quote is governed by the version of this Agreement in effect on its “last updated” date. Keep a copy of this document with that date noted.

4. Conflicts

Quote provisions override conflicting terms in this Agreement and the Services Guide. Conflicting language between the Services Guide and this Agreement favors the Services Guide.

5. Third Party Providers / Services

Selection.As your managed IT provider, we select Third Party Providers appropriate for your managed IT environment (“Environment”) and facilitate those Third Party Services to you. We reserve the right to change Third Party Providers in our sole discretion provided the change does not materially diminish the Services we are obligated to provide under a Quote.

Reseller Status.We are resellers and facilitators of Third Party Services and do not provide those services directly. We are not responsible for defects, acts, omissions, or failures of any Third Party Service or Third Party Provider. Third Party Services are provided “as is” only. If issues arise, we will endeavor to provide reasonable workarounds or temporary fixes, but we do not warrant that any particular workaround will be available or that Third Party Services will run uninterrupted or error-free.

Pass Through Increases.We reserve the right to pass through cost increases charged by Third Party Providers for Third Party Services (“Pass Through Increases”). We will provide as much advance notice as reasonably possible should price increases occur.

IMPLEMENTATION

1. Advice; Instructions

We may offer specific advice and directions related to the Services (“Advice”), such as increasing server capacity, replacing obsolete equipment, or requesting you refrain from acts that disrupt the Environment or reduce security. You are strongly advised to promptly follow our Advice, which may require additional purchases at your sole cost. We are not responsible for problems caused by your failure to follow our Advice promptly.

If your failure to follow Advice makes the Services economically or technically unreasonable, we will provide no less than ten (10) days to remediate. If issues persist, we may terminate the applicable Services For Cause or adjust the Quote scope. Unless specifically stated in writing, services required to remediate issues from your failure to follow Advice, unauthorized Environment modifications, or bringing the Environment to Minimum Requirements are out-of-scope.

Co-Management.In co-managed situations (where other vendors or personnel provide overlapping or conflicting services), we are not responsible for acts or omissions of Co-Managed Providers or remediation of related problems. If a Co-Managed Provider’s determination differs from our position, we yield to their determination and notify you. In co-managed situations, Client agrees to indemnify and hold us harmless from Environment-related issues, errors, downtime, exploitations, and vulnerabilities where issues cannot be directly traced to Gravity Networks wrongdoing.

Prioritization. All Services will be implemented and facilitated in a scheduled, prioritized manner as we determine reasonable and necessary. Exact commencement dates may vary depending on the Services and required prerequisites such as transition or onboarding activities.

Modifications. We strongly recommend refraining from modifying or moving the Environment or installing software unless we expressly authorize such activity. We are not responsible for changes to the Environment not authorized by us or issues arising from those changes.

2. Third Party Support

If hardware or software issues require vendor or OEM support, we may contact the vendor or OEM on your behalf and invoice you for all fees and costs (“OEM Fees”). We will endeavor to obtain your permission before incurring OEM Fees unless exigent circumstances require otherwise. We do not warrant that paying OEM Fees will resolve any particular problem.

3. Authorized Contact(s)

We are entitled to rely on directions or consent provided by personnel you designate as “Authorized Contacts.” If no Authorized Contact is identified in a Quote or a previously identified contact is unavailable, your Authorized Contact is the person who (i) accepted the Quote, and/or (ii) is generally designated to provide us direction during our relationship.

We will rely on Authorized Contact directions until affirmatively made aware of a change. Change notices via written communication (physical or email) are implemented within two (2) business days after our first business day receipt. Changes via in-person or live telephone calls are implemented the same business day. Do not use ticketing systems, help desk requests, or recorded messages to notify us of Authorized Contact changes. We reserve the right but not obligation to delay Services until we confirm the Authorized Contact’s authority.

4. Access

You grant us and our designated Third Party Providers the right to monitor, diagnose, manipulate, communicate with, retrieve information from, and access the Environment solely as necessary to enable us to provide or facilitate Services. Depending on the Service, we may install software agents into the Environment.

You are responsible for securing, at your own cost and prior to Service commencement, any necessary rights of entry, licenses (including software licenses), permits, or permissions for Gravity Networks or Third Party Providers to provide or facilitate Services. You must provide proper and safe environmental conditions. Gravity Networks is not required to engage in activities or provide Services under conditions posing safety or health concerns or requiring extraordinary or non-industry standard efforts.

5. Ongoing Requirements

Everything in the Environment must be genuine and licensed, including hardware and software. If we request proof of authenticity and/or licensing, you must provide it. If we require certain Minimum Requirements, you agree to implement and maintain those requirements as an ongoing condition of our providing Services.

6. Response

Our response to Service-related issues will be handled in accordance with the Quote or applicable Services Guide. We are not responsible for response delays or Service provision delays during Transition Exception periods, Scheduled Downtime, Client-Side Downtime, Vendor-Side Downtime, periods we must suspend Services to protect Environment security or integrity, or delays caused by force majeure events.

Scheduled Downtimemeans downtime during which we perform scheduled maintenance or adjustments to the Environment or our network or systems. Scheduled Downtime generally will not occur Monday through Friday between 9:00 AM and 5:00 PM (local time) without your authorization unless exigent circumstances require emergency maintenance. We will use best efforts to provide at least twenty-four (24) hours’ notice.

Client-Side Downtime.We are not responsible for delays or Service deficiencies caused by your actions or omissions, or your Co-Managed Provider’s acts or omissions. This includes any period when we require your participation or need information, directions, or authorization from you but cannot reach your Authorized Contact(s).

Vendor-Side Downtime. We are not responsible for delays or Service deficiencies, expenses, or costs caused by Third Party Providers, third party licensors, or upstream service or product vendors.

Transition Exception. For the first forty-five (45) days following Service commencement, and any period during which we perform off-boarding-related services, response time commitments will not apply, and there may be unanticipated downtime or delays.

FEES; PAYMENT

1. Fees

You agree to pay fees, costs, and expenses for Services in accordance with amounts, methods, restrictions, and schedules in each Quote and the Services Guide (“Fees”). You are responsible for any miscellaneous costs and expenses not exceeding $250/month without your prior consent, incurred in providing or facilitating Services (“Miscellaneous Expenses”).

Miscellaneous Expenses generally appear as line items on invoices and may include small device purchases, delivery/postal/courier costs, data migration tools, and registration/service initiation fees charged by Third Party Providers. You are also responsible for all freight, insurance, and taxes (including import/export duties, sales, use, value add, and excise taxes). If you qualify for tax exemption, provide a valid exemption certificate or appropriate proof of exemption.

2. Nonpayment

Fees unpaid for more than thirty (30) days when due are subject to interest from the due date until payment, at the lower of either 1.5% per month or the maximum allowable rate under applicable law. We reserve the right, but not obligation, to suspend part or all Services without prior notice if any undisputed fees are not timely paid. Monthly or recurring charges continue accruing during suspension.

Disputes regarding Fees must be received by us within sixty (60) days after the Service is rendered or the invoice date, whichever is later; otherwise, you waive your right to dispute the Fee. We reserve the right to charge a reasonable reconnect fee (no more than 10% of your monthly recurring fees) if we suspend Services due to nonpayment.

3. Minimum Monthly Fees

Initial Fees for recurring services are minimum monthly fees (“MMF”) charged during the term. You agree amounts paid will not drop below the MMF regardless of the number of users or devices receiving Services, unless we agree to the reduction. All modifications to hardware, devices, or authorized users must be in writing and accepted by both parties.

4. Increases

We reserve the right to increase monthly recurring fees on your invoices; provided, if a single increase or all increases in a calendar year exceed five percent (5%) of the prior calendar year’s fees for the same Services, you will receive a sixty (60) day opportunity to terminate Services by providing written notice (“Termination Option Period”). If you terminate during the Termination Option Period, you are responsible for all accrued fees through the termination date and all pre-approved, non-mitigatable expenses we incurred through termination. Continued use after the Termination Option Period indicates acceptance of increased fees. Pass Through Increases are independent and are not included in the five percent calculation.

5. Schedule of Payments

We require automatic payment for all invoiced fees via ACH or credit card kept on file. If you authorize both payment methods, ACH is attempted first. If that attempt fails, we will process payment using your designated credit card.

ACH. When enrolled in ACH, you authorize us to electronically debit your designated checking or savings account for payments due. This authorization continues until otherwise terminated in writing. We will apply a $20.00 service charge (or the maximum permitted by law) to your account for any electronic debit returned unpaid due to insufficient funds or electronic draft restrictions.

Credit Card. When enrolled in credit card payment, you authorize us to charge your designated credit card for payments due. We reserve the right to add a convenience fee to the invoice not exceeding our actual credit card acceptance costs.

6. Expenses

Any costs or expenses incurred while providing Services during national, state, or local emergencies or during fuel, manpower, or other national or local shortages (“State of Emergency”) will be invoiced and payable by you. Examples include incremental increases in gasoline or electrical power costs, or health or safety equipment purchases reasonably necessary to provide or facilitate Services.

LIMITED WARRANTIES; LIMITATIONS OF LIABILITY

1. Hardware / Software Purchases

All equipment, machines, hardware, software, peripherals, or accessories purchased through Gravity Networks (“Third Party Products”) are generally nonrefundable once ordered from our third party provider or reseller. Third party provider or reseller return policies apply if you desire returns. We do not guarantee Third Party Products are returnable or exchangeable, or that restocking fees can be avoided. You are responsible for all restocking or return-related fees. We will use reasonable efforts to assign, transfer, and facilitate all warranties and service level commitments for Third Party Products to you, but have no liability for quality, functionality, or operability of any Third Party Products. All Third Party Products are provided “as is” and without any warranty whatsoever between Gravity Networks and you (including implied warranties).

2. Liability Limitations

This paragraph limits liabilities and is a bargained-for, material part of our business relationship. You acknowledge we would not provide Services or enter into any agreement without relying on these limitations.

In no event will either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits, savings, or other indirect economic loss arising from the Services, this Agreement, or breach thereof, even if advised of the possibility of such damages. Exceptions include amounts you owe us, reasonable attorneys’ fees awarded to a prevailing party, your indemnification obligations, and amounts due under the non-solicitation provision.

Except for these exceptions, a Responsible Party’s aggregate liability to the Aggrieved Party for all Claims from any form of action arising from this Agreement (whether contract, tort, indemnification, or negligence) is limited to the actual, direct damages not exceeding: (i) fees you paid to Gravity Networks for the specific Service during the six (6) month period before the cause of action accrued, or (ii) $10,000, or (iii) amounts actually paid under insurance policies, whichever is greater. Only one remedy may be selected and becomes the sole available remedy. These limitations apply even if remedies fail of essential purpose; however, they do not apply to the extent prohibited by applicable law, or where Claims arise from willful or intentional misconduct or gross negligence.

3. Waiver of Liability for Admin/Root Access

We strongly advise refraining from providing administrative (“root”) access to the Environment to any party other than Gravity Networks, as such access by others could create serious security and operational issues. If you request or require us to provide non-Gravity Networks personnel with administrative or root access to any Environment portion, you agree to indemnify and hold us harmless from Environment-related issues, downtime, exploitations, and vulnerabilities, and any damages, expenses, costs, fees, charges, obligations, claims, and causes of action arising from or related to activities at administrative or root levels, provided such activities were not performed or authorized in writing by Gravity Networks. Gravity Networks’ business records are final and determinative proof of whether such activities were performed or authorized by us.

4. Waiver of Liability for Legacy Devices

“Legacy Device” means outdated, obsolete, incompatible, or manufacturer-unsupported equipment, hardware, or software. Legacy Devices may create network vulnerabilities or cause failures or improper operations in the Environment. Neither we nor any Third Party Provider is responsible for remediating Legacy Device-related issues. We and our Third Party Providers are held harmless from all Legacy Device-related issues, claims, and causes of action. We strongly advise reviewing your company’s insurance policies regarding Legacy Device exclusions for security incidents.

TERM; TERMINATION

1. This Agreement

This Agreement applies to all Services and is effective as of the date we provide Services or you accept a Quote, whichever is earlier (“Effective Date”). This Agreement terminates automatically if either party terminates For Cause, or thirty (30) days after we last provided or facilitated Services. Upon termination, all Services immediately and permanently cease; however, termination does not change or eliminate fees accrued and payable prior to termination, all of which you must pay. This Agreement will not be terminated by either party without cause if Services are in progress under a Quote.

2. Term

The Services term is as indicated in the applicable Quote and Services Guide. Terminating Services under one Quote does not terminate (or impact) this Agreement or any other Services between parties. Unless otherwise expressly stated in the Quote, Services automatically renew. Regardless of termination reason, you agree to pay all Access Licensing-related fees as described in the Miscellaneous section.

3. Termination Without Cause

Unless otherwise indicated in the Quote or permitted under this Agreement, no party will terminate this Agreement without cause if Services are in progress. Additionally, no party will terminate a Quote without cause prior to its natural expiration or termination date. If you terminate Services under a Quote without cause and without Gravity Networks’ consent, you agree to pay the termination fee described below.

4. Termination For Cause

If one party (a “Defaulting Party”) commits a material breach under a Quote, Services Guide, or this Agreement, the non-Defaulting Party may immediately terminate Services under the relevant Quote (a “For Cause” termination) provided the non-Defaulting Party has notified the Defaulting Party of the specific breach in writing, and the Defaulting Party has not cured the default within twenty (20) days (ten (10) days for Client nonpayment) following written breach notice receipt.

Remedies for Early Termination.If Gravity Networks terminates this Agreement or any Quote For Cause, or if you terminate Services without cause before expiration, Gravity Networks is entitled to all amounts that would have been paid had the Agreement or Quote remained in full effect, calculated using fees in effect at termination (“Termination Fee”). If you terminate For Cause, you are responsible only for Services properly delivered and accepted through the termination effective date, plus per-seat licensing fees, and nothing more.

5. Client Activity as a Basis for Termination

If you or your staff, personnel, contractors, or representatives engage in unacceptable acts or behavior rendering it impracticable, imprudent, or unreasonable to provide or facilitate Services, and the activity does not cease after we provide notice, then in addition to our other rights under this Agreement, we have the right, upon providing ten (10) days prior written notice, to terminate this Agreement or the applicable Quote For Cause.

6. Consent

You and we may mutually consent, in writing, to terminate a Quote or this Agreement at any time.

7. Auto-Renewal

Unless otherwise expressly stated in the Quote, the term of any managed Service provided on an ongoing recurring basis and invoiced monthly (“Managed Service”) will, unless terminated earlier, automatically renew for contiguous terms equal to the initial term unless either party notifies the other of its intention to not renew in writing (email is sufficient) no less than thirty (30) days before the then-current Managed Service term end. Non- Managed Services (one-time projects, break/fix assignments, temporary non-recurring services, etc.) are not subject to auto-renewal.

8. Equipment / Software Removal

Upon terminating this Agreement or applicable Quote, you will provide us access during normal business hours to your premises or other Gravity Networks Equipment locations to enable us to remove all Gravity Networks Equipment. If you fail or refuse to grant access, or if Gravity Networks Equipment is missing, broken, or damaged (normal wear and tear excepted) or Gravity Networks-supplied software is missing, we may invoice you for and you will pay immediately the full replacement value. Certain services require installing software agents in the Environment (“Software Agents”). You agree not to remove, disable, circumvent, or disrupt Software Agents unless we explicitly direct you to do so.

9. Transition; Deletion of Data

If you request assistance transitioning away from our services, we will provide such assistance if all fees due and owing to us are paid in full prior to providing transition assistance, and you agree to pay our then-current hourly rate for such assistance, with upfront amounts payable as we require. Retrieval and provision of passwords, log files, administrative server information, or data conversion are transition services subject to these requirements. Custom software configurations we create are our proprietary information and will not be disclosed under any circumstances. Unless otherwise expressly stated in a Quote or Services Guide or prohibited by applicable law, we have no obligation to store or maintain any Client data following this Agreement or applicable Services termination.

CONFIDENTIALITY

1. Defined

“Confidential Information” means all non-public information provided by one party (“Discloser”) to the other (“Recipient”), including customer-related data, customer lists, internal documents, internal communications, proprietary reports and methodologies, and related information. Confidential Information does not include information that has become part of the public domain through no Recipient act or omission, was independently developed by the Recipient, or was lawfully and independently provided to the Recipient prior to Discloser disclosure, from a third party not subject to confidentiality obligations.

2. Use

The Recipient will keep received Confidential Information fully confidential and will not use or disclose it to third parties except as expressly authorized by the Discloser in writing, as needed to fulfill obligations under this Agreement, or as required by law, rule, or industry-related regulation.

3. Due Care

The Recipient will exercise the same degree of care with received Confidential Information as it normally takes to safeguard its own confidential and proprietary information, which in all cases will be at least a commercially reasonable level of care.

4. Compelled Disclosure

If a Recipient is legally compelled to disclose Confidential Information, and provided it is not prohibited by law from doing so, that Recipient will immediately notify the Discloser in writing so the Discloser may seek a protective order or other appropriate remedy and/or waive Recipient compliance. The Recipient will use best efforts, as directed by the Discloser and at the Discloser’s expense, to obtain or assist in obtaining any protective order. Absent a protective order or waiver, the Recipient may disclose, without liability, only that portion the Recipient’s written counsel has advised the Recipient it is legally compelled to disclose.

5. Additional NDA

You and we may be required to enter one or more additional nondisclosure agreements (each an “NDA”) for third party Confidential Information protection. NDA terms will be read in conjunction with confidentiality provisions of this Agreement, with terms protecting confidentiality most stringently governing relevant Confidential Information use and destruction. If we have access to personal health information (as defined in HIPAA) in normal Service provision, we will be your business associate as defined under HIPAA and will enter into a mutually agreeable Business Associate Agreement.

OWNERSHIP

Each party is and will remain the owner and/or licensor of all works of authorship, patents, trademarks, copyrights, and other intellectual property owned by that party (“Intellectual Property”). Nothing in this Agreement, any Quote, or Services Guide conveys or grants any ownership rights or goodwill in one party’s Intellectual Property to the other.

You understand and agree we own any software, codes, algorithms, or other works of authorship we create while providing Services. If we provide licenses for third party software, you understand and agree that software is licensed, not sold, to you, and your use is subject to this Agreement, the applicable Quote, written directions supplied by us, and any applicable End User Agreement. No other uses of third party software are permitted. To the maximum extent permitted by applicable law, we make no warranty or representation, either expressed or implied, regarding third party software or its quality, performance, merchantability, or fitness for a particular purpose.

ARBITRATION

Except for undisputed collections actions to recover fees due (“Collections”) or amounts qualifying for small claims court jurisdiction, all disputes, claims, or controversies arising from this Agreement, including scope or applicability determination, shall be settled by arbitration before one mutually agreed-upon arbitrator. There is no jury in arbitration, and by agreeing to arbitrate you waive any jury trial right.

The arbitration shall be administered by the American Arbitration Association (the “AAA”) or, if no AAA-certified arbitrator is available within a twenty (20) mile radius of our office, by any arbitration forum we determine, pursuant to the selected forum’s commercial disputes arbitration rules. The arbitrator will be experienced in commercial contracts and information technology transactions. If parties cannot agree on an arbitrator within fifteen (15) days after a demand for arbitration is filed, the arbitration venue will select the arbitrator.

Arbitration takes place in our office unless we agree to a different venue. The arbitrator will determine discovery scope; however, the parties intend discovery to be limited to specific issues and tailored accordingly. Initially, arbitration costs are split evenly; however, the prevailing party is entitled to an award of reasonable attorneys’ fees and costs.

MISCELLANEOUS

1. Changes to Services Guide

Services and policies governing Service implementation, facilitation, or provision may be further described and governed under our Services Guide. We reserve the right, and you agree we are permitted, to modify our Services Guide and the Services themselves from time to time at our discretion to accommodate industry changes and relevant Service requirements under a Quote. You will be notified of materially negative Service-impacting changes by email.

2. End User Agreements

Service portions may require accepting one or more third party end user license agreements (EULAs), third party customer agreements, and/or third party subscription agreements (collectively, “End User Agreements”). If accepting an End User Agreement is required for you to receive any Services, you hereby grant us permission to accept the applicable agreement(s) on your behalf.

You may request a list of all End User Agreements we have entered on your behalf by sending a written request (email is sufficient). If an End User Agreement deviates materially from industry-standards, we will bring that to your attention. End User Agreements may contain service levels, warranties, and/or liability limitations different from this Agreement. You agree to be bound by all applicable End User Agreements. If, while providing Services, an End User Agreement is modified or amended and you or we must comply, we reserve the right to modify any applicable Quote to ensure continued compliance.

3. Devices

You represent and warrant we are authorized to access all devices, peripherals, and/or computer processing units, including mobile devices, connected to the Environment (collectively, “Devices”), regardless of ownership, lease, or control status. Unless otherwise stated in writing, Devices managed under a Quote will not receive or benefit from Services while powered off, detached from, or unconnected to the Environment. Client is strongly advised to refrain from connecting Devices to the Environment where such devices are not previously known to us and are not expressly covered under our managed service plan (“Unknown Devices”). We are not responsible for diagnosing or remediating Environment issues caused by Unknown Device connection or use, and we are not obligated to provide Services to any Unknown Devices.

4. Insurance Forms

If we assist in preparing or completing any insurance-related forms, questionnaires, or similar third party documentation, you understand and agree our responses are based on your managed IT environment knowledge as of those response dates. To the extent your managed IT environment has been modified by you or third parties without our knowledge, and/or to the extent you failed to implement, circumvented, or disabled any Service features or functions, our responses may be incorrect or obsolete and should not be relied upon. You agree to hold us harmless and indemnify us against any claims, expenses, and fees arising from such unauthorized activity.

5. Equipment

Information on equipment returned at Service end will be deleted; however, we cannot and do not guarantee deleted information will be rendered irrecoverable under all circumstances. We strongly recommend permanently deleting any personal, confidential, and/or highly-sensitive information from equipment before returning it to us.

6. Compliance; No Legal Advice

Unless otherwise expressly stated in a Quote, the Services are not intended and will not be used to bring you into compliance with any particular law, regulation, or industry standard. No advice, information, or guidance provided by Gravity Networks constitutes legal advice. You are solely responsible for consulting with qualified legal counsel regarding your compliance obligations.