This Master Services Agreement (the “Agreement”) is between System Binaries LLC (“Provider”, “we”, “us”, “our”) and the customer identified in the applicable Order (“Client”, “you”, “your”). This Agreement, together with any linked or attached documents — including the Service Level Agreement (“SLA”), Data Processing Agreement (“DPA”), Service Attachments, and any Orders — governs all services we provide.

Entity: System Binaries LLC (Texas)

Support: 24/7 for critical issues

Section 1

Scope of Services

We provide managed IT, security, and related technology services as described in your Order Form and Service Attachments. Services may include:

Helpdesk support
System maintenance
Remote monitoring
Patch management
Endpoint protection
Backup solutions
Consulting and project-based work

Services may be delivered remotely or onsite, depending on the nature of the work and availability.

Section 2

Term & Renewal

The initial term is defined in your signed Order Form.
Agreements automatically renew unless either party provides 30 days’ written notice before the renewal date.
Month-to-month agreements renew monthly unless terminated with 30 days’ written notice.

Section 3

Fees & Payment

Services are billed monthly in advance unless otherwise agreed.
Payment is due within 15 days of the invoice date.
Late payments may incur a 1.5% monthly interest charge or the maximum allowed by law.
Annual service price increases of 3% occur on the anniversary of your Effective Date.
Time-and-materials project work is billed at $150/hour unless otherwise stated.
Project fees are waived if you purchase related hardware through System Binaries.

Section 4

Service Hours & Scheduling

We prioritize critical issues immediately. Non-urgent requests may be scheduled during non-peak hours to ensure quality service.

Critical issues are prioritized immediately (per SLA).
Non-urgent requests may be scheduled based on workload and mutual agreement.
Certain complex issues may require extended troubleshooting time.

Section 5

Client Responsibilities

Provide necessary access to systems, premises, and staff.
Maintain required software licenses unless provided by us.
Ensure systems meet minimum technical requirements.
Report suspected issues promptly so we can respond appropriately.

Section 6

Warranties & Disclaimers

We will perform services professionally and in good faith. No system can be guaranteed 100% error‑free or secure. Except as expressly stated, we disclaim all other warranties to the fullest extent permitted by law.

Section 7

Limitation of Liability

Our total liability for any claim will not exceed the fees paid by you in the 12 months prior to the claim. We are not liable for indirect or consequential damages, including lost profits or data loss.

Section 8

Termination

For Cause: Either party may terminate if the other materially breaches this Agreement and fails to cure within 15 days of notice.
For Convenience: You may terminate with 60 days’ written notice; early termination fees may apply.
All unpaid amounts are due upon termination.

Section 9

Confidentiality

Both parties will protect each other’s confidential information and use it only for purposes related to this Agreement.

Section 10

Governing Law

This Agreement is governed by the laws of Texas.

Section 11

Entire Agreement

This Agreement, together with the SLA, DPA, Service Attachments, and Orders, is the complete agreement between us and replaces any prior agreements.

Acceptance

Acceptance & Incorporation by Reference

By signing or accepting the Order Form, the Client acknowledges and agrees to be bound by this Master Services Agreement and all linked documents. Electronic signatures will bind the parties. Provider may make changes to linked documents; amendments take effect upon posting unless otherwise stated.

Exhibit A

Linked Documents

Projects: billed $150/hr T&M unless stated otherwise. Hardware purchased through System Binaries may qualify for project‑fee waivers.

Master Services Agreement (MSA)