Master Services Agreement (On-Demand)

This Master Services Agreement (this "Agreement") is entered into as of the Effective Date by and between goCloudOffice, Inc. ("goCloudOffice"), a California corporation with its principal place of business at 99 Almaden Blvd, Ste 600, San Jose, CA 95113, and the company that accepts this Agreement (the "Company"). For an online subscription, the "Effective Date" is the date the Company completes checkout, and the "Company" is the business identified in that checkout. goCloudOffice and the Company are each a "party" and together the "parties."

Recitals

WHEREAS, the Company desires to retain goCloudOffice as an independent contractor to provide managed information-technology services on a subscription basis, together with related information-technology, consulting, support, administration, management, cybersecurity, and compliance services performed on demand; and

WHEREAS, goCloudOffice wishes to provide those services to the Company on the terms set out in this Agreement and the Terms and Conditions incorporated by reference;

NOW, THEREFORE, in consideration of the mutual covenants set out below, the parties agree as follows.

1. Definitions

1.1 "Order" means the subscription order the Company places and accepts at checkout, including the products, plan, device or seat quantities, subscription term (for example, month-to-month or annual), and the fees presented at checkout.

1.2 "Subscription Services" means the recurring managed information-technology services identified in the Order.

1.3 "On-Demand Services" means information-technology consulting, support, administration, management, cybersecurity, and compliance services, and related tasks, that goCloudOffice performs at the Company's request and authorization outside the scope of the Subscription Services, performed by personnel at one of three professional skill and experience levels (Pro1, Pro2, and Pro3), as determined by goCloudOffice.

1.4 "Services" means the Subscription Services and the On-Demand Services, collectively.

1.5 "On-Demand Service Rates" means goCloudOffice's hourly rates for On-Demand Services for each skill level (Pro1, Pro2, Pro3). The On-Demand Service Rates are made available to the Company in the Company's account portal and are quoted to the Company before any billable On-Demand Services begin under Section 2.2, and may be revised by goCloudOffice on written notice under Section 4.5. The On-Demand Service Rates are incorporated into this Agreement by reference.

1.6 "Terms and Conditions" means goCloudOffice's Terms and Conditions published at gocloudoffice.com/terms, as in effect from time to time, which are incorporated into this Agreement by reference.

1.7 "Privacy Policy" means goCloudOffice's Privacy Policy published at gocloudoffice.com/privacy, incorporated by reference.

2. Services

2.1 Subscription Services. goCloudOffice will provide the Subscription Services identified in the Company's Order for the subscription term stated in the Order, in accordance with this Agreement and the Terms and Conditions.

2.2 On-Demand Services; rate quoted before work begins. From time to time the Company may request, and authorize goCloudOffice to perform, On-Demand Services. goCloudOffice will perform authorized On-Demand Services using personnel at the Pro1, Pro2, or Pro3 level appropriate to the task, as determined by goCloudOffice. Before goCloudOffice begins billable On-Demand Services, it will identify to the Company the applicable skill level(s) and the corresponding On-Demand Service Rate(s). goCloudOffice is not obligated to begin, and the Company is not charged for, billable On-Demand work until the Company has authorized it. The Company will provide goCloudOffice with reasonable access to the accounts, systems, and information needed to perform the Services.

2.3 No project work under this Agreement. Discrete projects, statements of work, or engagements that are not Subscription Services or authorized On-Demand Services are not governed by this Agreement. The parties will document any such project in a separate written agreement that the parties execute (for example, by electronic signature through DocuSign). In the event of a conflict between this Agreement and a later separate project agreement, the separate project agreement controls as to that project only.

3. Time Tracking

goCloudOffice records time for On-Demand Services in five (5) minute increments and bills that time at the applicable On-Demand Service Rate. goCloudOffice will make time records reasonably available to the Company on request.

4. Fees and Payment

4.1 Subscription fees. The Company will pay the subscription fees stated in the Order for the subscription term, billed in advance through goCloudOffice's payment processor on the cadence shown at checkout (for example, monthly or annually). The Company authorizes goCloudOffice and its payment processor to charge the Company's designated payment method for the subscription fees and any other amounts due under this Agreement.

4.2 On-Demand fees and invoicing. The Company will pay for authorized On-Demand Services at the On-Demand Service Rate quoted under Section 2.2 and in effect when the work is performed, for time recorded under Section 3. goCloudOffice invoices authorized On-Demand Services monthly in arrears, or as otherwise stated at the time of authorization; invoiced amounts are due upon receipt and are automatically charged to the payment method on file under Section 4.6. The On-Demand Service Rates are available in the Company's account portal.

4.3 Reimbursement. The Company will reimburse goCloudOffice for reasonable, pre-approved out-of-pocket costs and expenses incurred in performing the Services, including outside services and direct charges at cost and, where on-site work is requested and pre-approved, reasonable travel and subsistence at cost. goCloudOffice will not incur reimbursable expenses without the Company's prior approval.

4.4 Late payment and disputes. If the Company fails to make timely payment of undisputed amounts, the Company will pay interest and any administrative charge on the unpaid balance in accordance with the Terms and Conditions then in effect. The Company is not required to pay amounts disputed in good faith until the dispute is resolved, provided the Company pays all undisputed amounts when due.

4.5 Rate and fee changes (prospective only). goCloudOffice may revise the On-Demand Service Rates and the subscription fees on written notice (including notice posted in the Company's account portal or sent by email). A change to the recurring subscription fee takes effect only on renewal, never mid-term. Revised On-Demand Service Rates apply only to On-Demand Services performed after the effective date of the notice, and are quoted to the Company under Section 2.2 before that work begins. No rate or fee change applies retroactively. The Company's continued use of the Services after the effective date of a notice constitutes acceptance of the revised rates or fees for future Services and future terms.

4.6 Payment method; automatic charge; payment timing. The Company must keep a valid payment method on file with goCloudOffice at all times during the term. goCloudOffice's preferred payment method is ACH bank debit; a valid credit card kept on file is also accepted. The Company authorizes goCloudOffice and its payment processor to automatically charge the payment method on file for all amounts due under this Agreement, including subscription fees, authorized On-Demand fees, and approved reimbursable expenses. All amounts are due upon receipt of the invoice or charge and are charged automatically to the payment method on file. NET payment terms are not standard and may be extended only upon the Company's written request and goCloudOffice's written approval (including any credit approval); absent that approval, all amounts are automatically charged as set out in this Section. If a charge to the payment method on file fails, the Company will promptly provide a valid payment method, and goCloudOffice may suspend the Services for non-payment as provided in the Terms and Conditions.

(a) ACH authorization. If the Company provides a bank account, the Company authorizes goCloudOffice and its payment processor to initiate recurring ACH debit entries to that account for the subscription fee each billing period (in the amount and on the cadence shown at checkout and in the account portal) and for authorized On-Demand fees and approved expenses (in the amounts shown on each invoice, on or after the invoice date). Debit amounts may vary, and goCloudOffice will make each invoice and the applicable amount available in the account portal before or at the time of the debit. This authorization continues until the Company cancels the subscription or revokes it by written notice to [email protected] at least three (3) business days before the next debit; revocation does not relieve the Company of amounts already owed.

(b) Card-on-file authorization. If the Company provides a payment card, the Company authorizes goCloudOffice and its payment processor to store that card as the payment method on file and to charge it on the same recurring and per-invoice basis described above. The Company may update or remove the card, or cancel, in the account portal; removing the only payment method on file may result in suspension for non-payment as described above.

5. Term and Termination

5.1 Term. This Agreement begins on the Effective Date and continues for so long as the Company maintains a subscription with goCloudOffice. The subscription term and renewal are as stated in the Order.

5.2 Cancellation. The Company may cancel the subscription as provided in the Terms and Conditions (Section 3) and the Returns and Cancellation Policy. A month-to-month subscription may be cancelled effective at the end of the then-current billing period; an annual subscription may be cancelled on the notice stated in the Terms and Conditions, with any pro-rata refund of prepaid, unused full months as provided there.

5.3 Effect of termination. On termination, the Company will pay goCloudOffice for all Subscription Services and authorized On-Demand Services performed through the effective date of termination, together with reimbursable expenses. For On-Demand Services then in progress, the Company will pay the fees, costs, and expenses for that work up to and including the two (2) week period following notice of termination, to allow goCloudOffice's orderly discontinuation of the work. This two-week wind-down applies only to On-Demand Services in progress and does not extend the subscription term or any cancellation notice period. Provisions that by their nature should survive termination (including accrued payment obligations and the incorporated Terms and Conditions) survive.

5.4 Automatic renewal; how to cancel. The subscription automatically renews at the end of each subscription term, and the Company's payment method is automatically charged the then-current subscription fee for the next term, until the Company cancels. A month-to-month subscription renews each month; an annual subscription renews for successive twelve (12) month terms. The Company may cancel at any time, without charge for future terms, through the account portal, by email to goCloudOffice support, or by telephone at (408) 414-7300, as further described in the Terms and Conditions and the Returns and Cancellation Policy. The renewal price, renewal date, and cancellation method are shown in the Company's account portal, and goCloudOffice will send a renewal reminder before each annual renewal.

6. Independent Contractor

goCloudOffice performs the Services as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

7. Incorporated Terms; Order of Precedence

7.1 Incorporation and acknowledgment. The Terms and Conditions and the Privacy Policy are incorporated into this Agreement by reference and govern matters including confidentiality, data protection, intellectual property, warranties and disclaimers, limitation of liability, indemnification, and dispute resolution. The Terms and Conditions include a limitation of liability and warranty disclaimer (Sections 15–18) and a binding dispute-resolution provision (Section 20). By accepting this Agreement, the Company acknowledges that it has had the opportunity to review the Terms and Conditions, including those provisions.

7.2 Order of precedence. In the event of a conflict, the following order controls, notwithstanding any conflicting order-of-precedence provision in the Terms and Conditions: (a) a separate written project agreement the parties have executed (as to that project only); (b) the Order (as to the specific products, quantities, term, and fees the Company purchased); (c) this Agreement; (d) the Terms and Conditions; and (e) the Privacy Policy (as to privacy matters).

8. Electronic Acceptance

8.1 Click-wrap acceptance; consent to electronic records. For a subscription purchased online, the Company accepts this Agreement by checking the required acceptance box and completing checkout at gocloudoffice.com. The parties consent to transact electronically and intend that checking the acceptance box and completing checkout is the Company's electronic signature to this Agreement, with the same legal effect as a handwritten signature under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Uniform Electronic Transactions Act (UETA). The Company consents to receive this Agreement, the executed copy, and all notices under Section 9.6 in electronic form.

8.2 Business purpose; identification of the Company; authority to bind; ratification. The individual who completes checkout represents that they are acquiring the Services on behalf of the Company for the Company's business purposes (and not as a consumer for personal, family, or household purposes), and that they are authorized to bind the Company to this Agreement. The Company is identified by the business name, entity type, and business address provided at checkout, and goCloudOffice may rely on that information as identifying the Company. If that individual lacks authority, the Company ratifies this Agreement by accepting the Services or paying the fees.

8.3 Record, executed copy, and rate schedule. goCloudOffice records each acceptance — including the accepting person, the Company's identifying information provided at checkout, the date and time, the revision of this Agreement, the version of the acceptance language shown, the On-Demand Service Rate schedule in effect, and the versions of the Terms and Conditions and Privacy Policy then in effect. goCloudOffice provides the Company an executed copy of the accepted Agreement — together with an electronic acceptance certificate and the On-Demand Service Rate schedule in effect on the date of acceptance — by email and for download in the Company's account portal. The rates set out in that executed copy are the rates that apply to the Company unless and until revised under Section 4.5.

9. General

9.1 Entire agreement. This Agreement, together with the Order and the incorporated Terms and Conditions and Privacy Policy, is the entire agreement between the parties about the Services and supersedes prior understandings about the same subject matter.

9.2 Amendment. goCloudOffice may modify this Agreement on written notice as provided in the Terms and Conditions; the Company's continued use of the Services after the effective date of a modification constitutes acceptance for future Services and future terms. No other amendment is effective unless agreed in writing by the parties.

9.3 Assignment. The Company may not assign this Agreement without goCloudOffice's prior written consent, except to a successor in connection with a merger or sale of substantially all of its assets.

9.4 Governing law. This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws rules, as further provided in the Terms and Conditions.

9.5 Severability. If any provision of this Agreement is held unenforceable, the remaining provisions remain in effect.

9.6 Notices. goCloudOffice may give notices under this Agreement through the Company's account portal or by email to the address associated with the Company's account.

goCloudOffice Master Services Agreement — Online Subscription Edition, Revision 2.0. This Agreement incorporates the goCloudOffice Terms and Conditions (gocloudoffice.com/terms) and Privacy Policy (gocloudoffice.com/privacy) by reference.