Master Services Agreement

Last Updated: February 24, 2026

This Master Services Agreement (“Agreement”) governs the relationship between Socium IT, LLC (“Company”) and the undersigning entity (“Client”), collectively referred to as the “Parties.”

Definitions

As used in this Agreement, the following terms shall have the meanings set forth below:

“Addendum” means a written supplement to this Agreement that describes specific Services, pricing, deliverables, and terms applicable to a particular engagement, and which upon execution by both Parties becomes part of this Agreement.

“Automated Services” means any Services performed by Company through automated systems, software workflows, or API integrations that execute actions on Client’s behalf without requiring per-transaction manual approval, including but not limited to automated bandwidth management, scheduled carrier service modifications, and API-driven ordering.

“Carrier Charges” means any fees, costs, monthly recurring charges, non-recurring charges, or other amounts charged by a third-party carrier or service provider to Client as a result of orders, modifications, or other actions performed by Company on Client’s behalf in the course of delivering the Services.

“Carrier Credentials” means API keys, OAuth credentials, account numbers, and other authentication materials provided by Client or obtained by Company on Client’s behalf to access third-party carrier or provider systems for the purpose of performing the Services.

“Change Order” means a written amendment to an Addendum or SOW that modifies the scope, timeline, pricing, or other terms of the Services described therein, executed by both Parties.

“Client Materials” means all data, documents, information, systems access, credentials, and other materials provided by Client to Company for the purpose of performing the Services.

“Confidential Information” means all non-public business, technical, financial, operational, or proprietary information disclosed by one Party to the other in connection with this Agreement, whether disclosed orally, in writing, or by inspection, including but not limited to trade secrets, customer lists, pricing, business plans, software, and technical data. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving Party; (ii) was rightfully known to the receiving Party prior to disclosure; (iii) is rightfully obtained from a third party without restriction; or (iv) is independently developed without use of the disclosing Party’s Confidential Information.

“Deliverables” means the tangible and intangible work product, reports, analyses, documentation, configurations, installations, completed on-site work, engineering recommendations, design documents, and other materials created or performed by Company and delivered to Client in the course of performing the Services, as specified in the applicable Addendum or SOW.

“Engineering Services” means technical advisory, configuration, design, and implementation services provided by Company remotely or on-site, including but not limited to network architecture consultation, equipment configuration guidance, technology design review, and direct configuration or administration of Client systems using credentials or access provided by Client.

“Field Services” means on-site services performed by Company or its Subcontractors at a Work Site, including but not limited to site surveys, equipment installation, configuration, cabling, testing, maintenance, repair, and decommissioning of telecommunications equipment and infrastructure.

“Initial Term” has the meaning set forth in Section 2.1.

“Navigo” means Company’s proprietary assessment and procurement support engagement.

“Renewal Term” means each successive twelve (12) month period following the Initial Term during which this Agreement remains in effect.

“Services” means the telecom intelligence, expense management, procurement support, managed technology, software access, field services, engineering services, and related professional services to be provided by Company to Client as described in this Agreement and any Addendums or SOWs.

“SOW” or “Statement of Work” means a written document that describes specific Services, deliverables, timelines, and pricing for a particular project or engagement, and which upon execution by both Parties becomes part of this Agreement.

“Subcontractor” means any third-party individual, firm, or entity engaged by Company to perform any portion of the Services, including but not limited to Field Services, on Company’s behalf.

“Term” means the Initial Term and any Renewal Terms, collectively.

“Underlying Agreements” means the agreements between Company and third-party software, platform, or service providers that Company utilizes to deliver the Services.

“Vigilis” means Company’s proprietary cloud-based telecom expense management and intelligence software platform, including all modules, features, and updates thereto.

“Work Site” means any physical location owned, leased, or controlled by Client (or Client’s end customer) where Company or its Subcontractors perform Field Services.

1. Scope of Services

1.1 General Scope. The services to be provided under this Agreement will be described in one or more Addendums or Statements of Work (SOWs) entered into by the Parties and such services shall be collectively referred to herein as the “Services.” Each Addendum or SOW will describe the specific Services, deliverables, and applicable terms, and upon signing will form an integral part of this Agreement and be subject to the terms and conditions set forth herein.

1.2 Multiple Addendums. Client acknowledges that this Agreement may encompass multiple Addendums or SOWs, each addressing distinct Services provided by the Company. Addendums may include, but are not limited to:

Addendum A: Navigo — Procurement Support
Addendum B: Vigilis Prima — Managed Technology
Addendum B: Vigilis Optima — Managed Technology & Expense Management
Addendum C: Bill Pay — Payment of client bills on their behalf
Addendum D: Nexus — Hardware
Addendum E: Field Services and Engineering Services — On-Site Installation, Configuration, Engineering, and Maintenance

1.3 Performance. Company agrees to provide the Services and Deliverables as outlined in any Statements of Work (SOW), Addendums, or Change Orders.

1.4 Priority of Addendums or SOW. In the event of a conflict between this Agreement and any Addendum or SOW, the terms of the Addendum or SOW shall govern solely with respect to the specific Services described therein, unless explicitly stated otherwise in any such Addendum or SOW.

1.5 Use of Third-Party Software. Client understands, acknowledges, and agrees that Company may use third-party software (collectively, the “Underlying Agreements”) to deliver the Services in this Agreement or any Addendums or SOW. The Client further understands and acknowledges this use and understands these platforms operate under their providers’ terms. Company will manage the integration of these platforms, ensure confidentiality, and use commercially reasonable efforts to protect Client data in compliance with applicable laws and standards, but is not responsible for disruptions beyond its actual control. In the event of any termination or expiration of the Underlying Agreements, some portion of the Services provided by the Company may be impacted. Company shall have no liability to Client for any such event and will use commercially reasonable efforts to replace, substitute, or modify any affected Services within a timely manner and using reasonable efforts to minimize cost increases to Client.

1.6 Use of Third-Party APIs and Automated Ordering. Client understands, acknowledges, and agrees that certain Services may involve Company accessing third-party carrier or provider systems via APIs to perform actions on Client’s behalf, including but not limited to submitting service orders, modifying service configurations, and retrieving service data. Client authorizes Company to perform such actions as described in the applicable Addendum or SOW. Company shall use Carrier Credentials solely for the purpose of performing authorized Services and shall protect such credentials in accordance with Section 5 (Confidentiality) and the applicable Addendum. Company is not responsible for changes to, outages of, or errors in third-party carrier APIs or systems, and any resulting delays or failures in Automated Services shall not constitute a breach of this Agreement.

1.7 Use of Subcontractors. Client acknowledges and agrees that Company may engage Subcontractors to perform any portion of the Services, including Field Services or Engineering Services. Company shall remain responsible for the performance of its Subcontractors and shall ensure that all Subcontractors are bound by confidentiality obligations no less protective than those set forth in Section 5 of this Agreement. Company shall maintain oversight of all Subcontractor activities and shall be the sole point of contact for Client regarding the Services, unless otherwise agreed in writing.

1.8 Field Services and Engineering Services. To the extent any Addendum or SOW includes Field Services or Engineering Services, the terms and conditions specific to such services shall be set forth in the applicable Addendum or SOW. Without limiting the foregoing, the Parties acknowledge that Field Services and Engineering Services may involve on-site access to Client facilities, use of Subcontractors, direct access to Client systems and credentials, and physical work on Client equipment and infrastructure, and agree that the applicable Addendum or SOW shall govern site access, safety, acceptance, workmanship, system access, and related responsibilities for such engagements.

2. Term and Termination

2.1 Initial Term. This Agreement shall commence on the Effective Date and shall continue for a period of thirty-six (36) months (the “Initial Term”), unless earlier terminated in accordance with this Section 2.

2.2 Renewal. Upon expiration of the Initial Term, this Agreement shall automatically renew for successive twelve (12) month periods (each, a “Renewal Term”), unless either Party provides written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current Term.

2.3 Addendum and SOW Terms. Unless a separate term is expressly stated in an Addendum or Statement of Work, the term for the Services described in each such Addendum or Statement of Work shall be coterminous with this Agreement.

2.4 Termination for Convenience. After the Initial Term, either Party may terminate this Agreement or any Addendum or SOW for convenience upon sixty (60) days’ written notice to the other Party.

2.5 Termination for Cause. Either Party may terminate this Agreement or any Addendum or SOW immediately upon written notice if the other Party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach; or (b) becomes insolvent, files for bankruptcy, or has a receiver appointed for a substantial portion of its assets.

2.6 Effect of Termination. Upon any termination or expiration of this Agreement: (a) Client shall pay Company for all Services performed and Deliverables delivered through the effective date of termination; (b) Client shall pay any early termination, cancellation, or similar charges associated with the Underlying Agreements that are attributable to Client’s Services; (c) each Party shall return or destroy the other Party’s Confidential Information upon request; and (d) the following sections shall survive termination: Definitions, Intellectual Property, Confidentiality, Indemnification, Limitation of Liability, Conflict Resolution, and General Provisions.

3. Fees and Payment

3.1 Fees. Client agrees to pay the fees specified in the applicable Addendum or SOW for the Services provided thereunder.

3.2 Fee Adjustments. Fees shall remain fixed during the Initial Term unless otherwise specified in an Addendum. Upon each Renewal Term, Company may increase fees by up to seven percent (7%), or by any amount upon ninety (90) days’ prior written notice to Client. Fee adjustments shall apply to the Renewal Term immediately following such notice.

3.3 Invoicing. Company shall invoice Client monthly in arrears for Services performed, unless a different invoicing schedule is specified in the applicable Addendum or SOW.

3.4 Payment Terms. Payment is due within thirty (30) days of the invoice date. Late payments shall bear interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less.

3.5 Disputed Invoices. Client shall notify Company in writing of any disputed charges within fifteen (15) days of the invoice date, specifying the nature and basis of the dispute. Client shall pay all undisputed amounts when due. The Parties shall work in good faith to resolve any billing disputes promptly.

3.6 Taxes. All fees are exclusive of applicable taxes. Client is responsible for all sales, use, value-added, and similar taxes arising from the Services, excluding taxes based on Company’s net income.

3.7 Travel and Expenses. Unless otherwise specified in the applicable Addendum or SOW, travel and out-of-pocket expenses incurred by Company or its Subcontractors in connection with Field Services (including but not limited to airfare, lodging, ground transportation, mileage, meals, and per diem) shall be billed to Client at cost with no markup. Company shall obtain Client’s prior written approval for any individual trip expected to exceed $1,000 in travel expenses. Travel expenses shall be invoiced separately from Service fees and are subject to the same payment terms set forth in this Section.

4. Intellectual Property

4.1 Ownership. (a) Deliverables: Ownership of Deliverables transfers to Client upon full payment. (b) Preexisting Materials: Company retains ownership of its preexisting intellectual property but grants Client a limited license for internal use within Deliverables.

4.2 License to Use. Client grants Company a non-exclusive license to use Client-provided materials (“Client Materials”) as necessary to perform Services.

5. Confidentiality

5.1 Obligations. Each Party agrees to protect the other’s Confidential Information and use it solely for fulfilling its obligations under this Agreement.

5.2 Association. Client agrees to allow Company to reference the Client name and branding for the announcement of engagement and mention in customer lists. All other uses will be approved by Client in writing, which approval is not to be unreasonably withheld, delayed, or conditioned.

5.3 Carrier Credentials. Carrier Credentials provided by Client shall be treated as Confidential Information under this Agreement. Company shall store Carrier Credentials using industry-standard encryption (AES-256 or equivalent) and shall access them only through automated systems for the purpose of performing authorized Services. In the event Company becomes aware of any unauthorized access to Carrier Credentials, Company shall notify Client within seventy-two (72) hours and cooperate with Client to rotate or revoke affected credentials. Client is responsible for the timely provision, rotation, and revocation of Carrier Credentials as necessary.

6. Warranties and Disclaimers

6.1 Company Warranties. Company represents that Services will be performed in a professional manner consistent with industry standards.

6.2 Disclaimer. Except as expressly stated in this Agreement or any applicable Addendum, Services are provided “as is.”

7. Indemnification

7.1 By Company. Company shall indemnify Client against claims that Deliverables infringe third-party intellectual property rights.

7.2 By Client. Client shall indemnify Company for claims arising from Client Materials or Client’s misuse of Deliverables, together with any and all claims arising from or relating to infringement of third-party intellectual property rights.

8. Limitation of Liability

8.1 Cap on Liability. Company’s total liability under this Agreement shall not exceed the greater of (i) the fees paid by Client in the 12 months preceding the claim, or (ii) $10,000. Notwithstanding the foregoing, a specific Addendum or SOW may establish a different liability cap with respect to the Services described therein, in which case the Addendum-specific cap shall govern for claims arising under that Addendum or SOW.

8.2 Liability Exclusions. For the avoidance of doubt, Carrier Charges incurred by Client as a result of orders or modifications submitted by Company through Automated Services in accordance with Client-approved configurations or instructions shall not be deemed damages attributable to Company and are excluded from Company’s liability under this Section.

8.3 Exclusion of Damages. Company is not liable for indirect, consequential, or punitive damages, including but not limited to Carrier Charges, changes in Client’s monthly recurring costs with third-party providers, lost revenue from service disruptions, or costs of reverting service changes, even if advised of their possibility.

9. Conflict Resolution

9.1 Good Faith Discussions. The Parties agree to resolve any conflicts, discrepancies, or disputes under this Agreement through good faith discussions. Upon written notice of a conflict, both Parties shall meet within ten (10) business days to attempt resolution.

9.2 Escalation. If after the good faith discussions the matters are unresolved, the issue will escalate to senior representatives from both Parties for resolution within an additional ten (10) business days.

9.3 Mediation and Arbitration. If escalation fails, the Parties will submit the conflict to mediation by a neutral third party, with costs shared equally. If mediation does not resolve the issue, the conflict will proceed to binding arbitration as outlined in Section 10.2.

9.4 Continued Performance. Pending resolution, and provided Client continues to make timely payment for all Services as and when due, both Parties shall continue to perform their obligations under this Agreement unless doing so is impracticable or mutually agreed otherwise.

10. General Provisions

10.1 Governing Law. This Agreement is governed by the laws of the State of Georgia. Each of the Parties hereby submit to the exclusive personal and subject matter jurisdiction of Fulton County, Georgia for the resolution of any disputes arising hereunder.

10.2 Dispute Resolution. Disputes shall be resolved through binding arbitration in accordance with the commercial rules of the American Arbitration Association, in Atlanta, Georgia. The prevailing party may elect to confirm any final arbitration ruling with a filing in the appropriate court(s).

10.3 Force Majeure. Except for Client’s obligations to make all payments hereunder as and when due that are not subject to a force majeure event, neither Party is liable for delays caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, government orders or restrictions, building closures, evacuations, utility failures, labor disputes, or other events that prevent physical access to a Work Site.

10.4 Entire Agreement. This Agreement, including all SOWs and Addenda, constitutes the entire agreement between the Parties and supersedes all prior discussions and agreements. Company may, without Client’s prior consent, assign this Agreement to an affiliate or in connection with a merger or change of control of Company or the sale of all or substantially all of Company’s assets, provided that any such successor agrees to fulfill its obligations under this Agreement. Subject to the foregoing restrictions, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.

10.5 Insurance. Company shall maintain, at its own expense, the following insurance coverage throughout the Term: (i) commercial general liability insurance with limits of not less than $1,000,000 per occurrence; (ii) professional liability (errors and omissions) insurance with limits of not less than $1,000,000 per claim; (iii) cyber liability insurance with limits of not less than $1,000,000 per claim; (iv) workers’ compensation insurance as required by applicable law in each jurisdiction where Field Services are performed; (v) commercial automobile liability insurance with limits of not less than $1,000,000 combined single limit, to the extent Company or its Subcontractors use vehicles in connection with Field Services; and (vi) umbrella/excess liability insurance with limits of not less than $2,000,000. Company shall provide certificates of insurance upon Client’s request and shall name Client as an additional insured on its commercial general liability and automobile liability policies where Field Services are performed at Client’s Work Sites. Company shall provide Client with at least thirty (30) days’ prior written notice of any material change or cancellation of the foregoing coverages.

10.6 Notices. Notices must be sent to the official communications channels designated by each Party, via certified mail, a recognized overnight courier, or email with confirmation of receipt.

11. Software Services

11.1 Software Terms Applicability. To the extent applicable in any Addendum, the following terms apply.

11.2 Software Delivery. Company delivers software tools through a cloud-based Software as a Service solution, Vigilis.

11.3 Software Access. Company will provide Client with access to the suite of Vigilis modules as well as basic software configuration and user training.

11.4 Software Ownership. Company is the owner of Vigilis and is in compliance with the use of any third-party software associated with Vigilis and has the right to grant to Client the rights set forth in this Agreement.

11.5 Software Transferability. During the Term (and any renewals), Company grants a non-exclusive, non-transferable license to access Vigilis over the internet to Client.

11.6 Account Security. Company will provide login credentials for Client’s authorized users to access Vigilis. The Client is responsible for its employees’ or representatives’ actions when using Vigilis. It is also the Client’s responsibility to manage and monitor password use. If a password is misused or disclosed without authorization, the Client must notify Company immediately. Accounts may be suspended or canceled if misused.

11.7 Software Use. The Client can use Vigilis only for its internal business operations. The Client is not allowed to: (1) download or copy Vigilis (except to print reports); (2) reverse-engineer, decompile, or disassemble Vigilis; (3) share, sell, lease, or transfer access to Vigilis to third parties; or (4) create or develop any technology based on Vigilis or Company’s confidential information. The Client acknowledges that Company owns all rights to Vigilis, including its intellectual property. This Agreement does not grant any ownership or additional rights to the Client. The Client must also follow export laws when dealing with Vigilis.

11.8 Fair Use. Client’s access to the Vigilis platform is subject to the following fair use terms unless otherwise outlined in an Addendum:

(a) Usage Limit: Client may upload and process up to five (5) invoices per calendar month through the Vigilis platform. This limit ensures reasonable use aligned with the intended support function of the tool.

(b) Exceeding Limits: Use beyond this threshold may result in (i) temporary suspension of access, (ii) the imposition of additional fees, or (iii) a requirement to execute a separate licensing agreement, at Company’s sole discretion.

(c) Monitoring: Company reserves the right to monitor Client’s usage to ensure compliance with this Fair Use clause. Repeated or material overages may constitute grounds for limiting or terminating access to the platform.

(d) Disclaimer: Vigilis is provided “as is” without warranties of any kind. Company disclaims all liability for decisions or actions taken by Client based on its use of the tool.

(e) Company may, at its sole discretion, grant exceptions to the stated usage cap upon written request, provided such use remains consistent with the platform’s intended purpose.

Addendums

For Flux-specific terms, see Addendum F: Flux — Automated Service Management.

Contact

For official notices and communications:

Socium IT 8735 Dunwoody Pl, #5746 Atlanta, GA 30350 comms@sociumit.com