Master Services Agreement

Last Updated: January 2025

This Master Services Agreement ("MSA") governs the provision of services by Cyber Security Guardian DBA Voke Cyber, a South Carolina entity with a principal place of business at 604 Rosemore Pl, Rock Hill, SC 29730 ("Voke Cyber"), to the entity or individual ("Client") identified in an applicable Order Form, Proposal, or Statement of Work (collectively, "Order Form").

By executing an Order Form that references this MSA, Client agrees to be bound by these terms. In the event of a conflict between this MSA and any Order Form, the terms of the Order Form shall control regarding that specific engagement.

1. Services

1.1. Scope

Voke Cyber shall provide the cybersecurity, database administration, or consulting services ("Services") and deliverables ("Deliverables") described in the Order Form.

1.2. Scope Changes

Any changes to the scope of Services must be agreed upon in writing. Voke Cyber reserves the right to charge additional fees for work requested by Client that falls outside the scope defined in the Order Form.

1.3. Performance

Voke Cyber will perform Services in a professional manner consistent with industry standards. However, Client acknowledges that cybersecurity is an evolving field and Voke Cyber cannot guarantee that the Services will detect all vulnerabilities or prevent all security breaches.

2. Fees and Payment

2.1. Payment Terms

Client shall pay Voke Cyber the fees set forth in the Order Form. The Order Form shall dictate the payment schedule (e.g., 50% upfront, 50% prior to delivery). If no schedule is defined in the Order Form, invoices are due upon receipt.

2.2. Withholding of Deliverables

Notwithstanding any other provision, Voke Cyber reserves the right to withhold the release of final Deliverables (including final security reports, audit findings, or administrative credentials) until all outstanding fees associated with that project are paid in full.

2.3. Late Payments

Overdue payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall be responsible for all reasonable costs incurred by Voke Cyber in collecting past due amounts, including attorney fees.

2.4. Taxes

Client is responsible for all applicable sales, use, or value-added taxes, excluding taxes on Voke Cyber's net income.

3. Term and Termination

3.1. Term

This MSA remains in effect as long as an active Order Form exists.

3.2. Termination

• For Convenience: Unless otherwise specified in an Order Form, either party may terminate Services with thirty (30) days' written notice. Client is responsible for payment for all work performed and expenses incurred up to the date of termination.
• For Cause: Voke Cyber may terminate this MSA immediately if Client fails to pay fees when due or creates an unsafe or hostile work environment.

3.3. Survival

Sections regarding Fees, Intellectual Property, Confidentiality, Limitation of Liability, and Indemnification shall survive termination.

4. Intellectual Property

4.1. Background IP

Voke Cyber retains all rights, title, and interest in its proprietary tools, scripts, methodologies, templates, and know-how used to perform the Services ("Voke Cyber IP").

4.2. Deliverables

Subject to full payment of all fees, Voke Cyber grants Client ownership of the specific reports or custom documentation created specifically for Client under the Order Form.

4.3. License

To the extent Voke Cyber IP is embedded in the Deliverables, Voke Cyber grants Client a non-exclusive, non-transferable, royalty-free license to use such Voke Cyber IP solely for Client's internal business purposes as part of the Deliverables.

5. Confidentiality

5.1. Obligations

Each party agrees to keep the other's Confidential Information (including security vulnerabilities, network configurations, and business plans) secure and not to disclose it to third parties except as necessary to perform the Services.

5.2. Data Use

Client grants Voke Cyber the right to use aggregated, anonymized data derived from the Services for the purpose of improving Voke Cyber's services and industry benchmarking, provided such data does not identify Client.

6. Client Responsibilities and Disclaimers

6.1. Access and Backup

Client shall provide Voke Cyber with timely access to necessary systems and personnel. Client is solely responsible for maintaining current backups of all data. Voke Cyber shall not be liable for any data loss occurring during the provision of Services.

6.2. Authorization

Client represents and warrants that it owns or has the right to authorize Voke Cyber to access and scan the networks, systems, and databases targeted in the Services.

6.3. Risk Management

Client acknowledges that Voke Cyber acts as an advisor. Client retains sole responsibility for all decisions regarding risk acceptance, remediation, and security implementation.

6.4. No Guarantee

CLIENT ACKNOWLEDGES THAT NO SECURITY MECHANISM IS IMPENETRABLE. VOKE CYBER DOES NOT WARRANT THAT CLIENT'S SYSTEMS WILL BE IMMUNE FROM MALICIOUS CODE, INTRUSIONS, OR UNAUTHORIZED ACCESS.

7. Limited Warranty and Disclaimer

7.1. Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES STATED HEREIN, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS." VOKE CYBER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. Indemnification

8.1. By Client

Client agrees to indemnify, defend, and hold harmless Voke Cyber against any third-party claims arising from: (a) Client's misuse of the Deliverables; (b) Voke Cyber's access to systems Client represented it had the right to authorize; or (c) a data breach or security incident experienced by Client, unless caused directly by Voke Cyber's gross negligence or willful misconduct.

9. Limitation of Liability

9.1. Exclusion of Damages

IN NO EVENT SHALL VOKE CYBER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION, HOWEVER CAUSED.

9.2. Liability Cap

VOKE CYBER'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO VOKE CYBER UNDER THE APPLICABLE ORDER FORM IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

10. General Provisions

10.1. Independent Contractor

Voke Cyber is an independent contractor. Nothing herein creates a partnership or employment relationship.

10.2. Non-Solicitation

During the Term and for one (1) year thereafter, Client agrees not to directly or indirectly solicit, hire, or engage any employee or contractor of Voke Cyber without Voke Cyber's prior written consent.

10.3. Governing Law and Venue

This MSA shall be governed by the laws of the State of South Carolina. Any disputes arising under this MSA shall be resolved exclusively in the state or federal courts located in York County, South Carolina.

10.4. Force Majeure

Voke Cyber shall not be liable for delays caused by circumstances beyond its control, including acts of God, internet service provider failures, or denial of service attacks.

10.5. Entire Agreement

This MSA, combined with the applicable Order Form, constitutes the entire agreement between the parties.