MASTER SERVICES AGREEMENT

Hello and thank you for entrusting The Computer Guy, LLC (“TCG,” “we,” “us,” or “our”) to provide you with professional information technology services. This Master Services Agreement (this “Agreement”) governs our business relationship with you, so please read it carefully and keep a copy for your records.
1. SCOPE
1.1 Context
Throughout this Agreement, references to “Client,” “you,” or “your” mean the entity that has accepted a quote, proposal, service order, or similar document (electronic or otherwise) from TCG. In this Agreement, we refer collectively to these types of documents as a “Quote,” although the actual title(s) or caption(s) may vary.
1.2 Scope of Services
This is a “master” agreement and, as such, specific services are not listed in this Agreement. Instead, any services to be provided to you or facilitated for you (as applicable) will be described in a Quote (collectively, “Services”).
The scope of our engagement with you is limited to those Services expressly listed in a Quote. All other services, projects, and related matters are out of scope and will not be provided unless we expressly agree in writing (collectively, “Out of Scope Services”).
In addition to a Quote, the Services are also defined, clarified, and governed by an additional document referred to in this Agreement as a “Services Guide.” The Services Guide is akin to a “user manual” and provides important and binding details about the Services, including, for example:
(a) how the Services are provided/delivered;
(b) service levels applicable to the Services;
(c) additional payment terms/obligations; and
(d) auto-renewal terms for the Services.
Please read both the Quote and the Services Guide before accepting the Quote. If you have questions about either of those documents or this Agreement, do not sign the Quote; instead, contact us for more information.
1.3 Version
Each Quote will be governed by the version of this Agreement in effect as of the “Last Updated” date indicated at the bottom of this document. For that reason, you should keep a copy of this document and note the date indicated below when you accept a Quote.
1.4 Conflicts
The provisions of a Quote govern over conflicting or different terms contained in this Agreement and the Services Guide. Conflicting language between the Services Guide and this Agreement will be interpreted in favor of the Services Guide.
1.5 Third Party Providers / Services
Some services may be provided to you directly by our personnel (for example, installing software agents on managed devices or physically installing equipment at your premises). These services are distinguishable from services provided to you or to us by third-party providers, often referred to as “upstream providers.”
In this Agreement:

• upstream providers are “Third Party Providers”; and

• services provided by Third Party Providers are “Third Party Services.”

By way of example, Third Party Services may include help desk services, malware detection and remediation services, firewall and endpoint security-related services, backup and disaster recovery solutions, and software used to monitor the managed portion of your network, among others.
1.6 Selection
As your managed information technology provider, we will select Third Party Providers that provide services appropriate for your managed information technology environment (the “Environment”) and facilitate the provision of Third Party Services to you.
Not all Third Party Services will be expressly identified as being provided by a Third Party Provider. 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 to you under a Quote.
1.7 Reseller; “As Is” Third Party Services
We are resellers of Third Party Services and do not provide those services to you directly. Accordingly, we are not and cannot be responsible for any defect, omission, or failure of any Third Party Service, or any failure of any Third Party Provider to provide its services to you or to us. Third Party Services are provided on an “as is” basis only.
If an issue requiring remediation arises with a Third Party Service, we will endeavor to provide a reasonable workaround or, if available, a temporary fix. However, we do not warrant or guarantee that any particular workaround or fix will be available or achieve any particular result, or that Third Party Services will operate uninterrupted or error-free.
1.8 Price Increases (Third Party Pass-Through)
We reserve the right to pass through to you any increases in costs and/or fees charged by Third Party Providers for Third Party Services (“Pass Through Increases”). We do not control Third Party Providers and cannot predict whether price increases will occur. If they occur, we will endeavor to provide as much advance notice as reasonably possible.
2. ADVICE; INSTRUCTIONS; CO-MANAGEMENT; OPERATING REQUIREMENTS
2.1 Advice; Instructions
From time to time, we may provide advice and directions related to the Services (“Advice”), such as recommendations to increase capacity, replace obsolete equipment, or refrain from activities that disrupt or reduce the security of the Environment.
You are strongly advised to promptly follow our Advice, which may require additional purchases or investments at your sole cost. We are not responsible for problems (including downtime or security-related issues) caused by your failure to promptly follow our Advice.
If, in our reasonable discretion, your failure to follow our Advice makes part or all of the Services economically or technically unreasonable or impracticable to provide, then we may terminate the applicable Services For Cause (described below) by providing notice, or we may adjust the scope of the Quote to exclude impacted portions of the Environment.
Unless specifically and expressly stated in writing by us (such as in a Quote), the following are out of scope:
(a) services required to remediate issues caused by your failure to follow our Advice;
(b) services required to remediate your unauthorized modification of the Environment; and
(c) services required to bring the Environment up to or maintain the Minimum Requirements (defined below).
2.2 Co-Management
In co-managed situations (for example, where you designate other vendors or personnel, “Co-Managed Providers,” to provide services that overlap or conflict with the Services), we will endeavor to implement the Services efficiently and effectively. However:
(a) we are not responsible for the acts or omissions of Co-Managed Providers, or remediation of problems, errors, or downtime associated with them; and
(b) if a Co-Managed Provider’s determination differs from our position on a Service-related matter, we will yield to the Co-Managed Provider’s determination and bring that situation to your attention.
2.3 Prioritization
All Services will be implemented and/or facilitated (as applicable) on a schedule and in a prioritized manner, as we determine reasonable and necessary. Start dates may vary from dates we state depending on the Services and any prerequisites (including transition or onboarding activities) that must be completed. [A1]
2.4 Modifications
To avoid delay or negative impact on the Services, we strongly recommend that you refrain from modifying or moving the Environment, or installing software in the Environment, unless we expressly authorize it. We are not responsible for unauthorized changes to the Environment or issues or errors arising from those changes.
2.5 Third Party Support; OEM Fees
If, in our discretion, a hardware or software issue requires vendor or OEM support, we may contact the vendor or OEM on your behalf and invoice you for all fees and costs involved (“OEM Fees”). If OEM Fees are anticipated in advance, we will endeavor to obtain your permission before incurring such expenses unless exigent circumstances require otherwise.
We do not warrant or guarantee that payment of OEM Fees will resolve any particular issue; the resolution process may require OEM Fees to narrow or eliminate potential causes.
2.6 Authorized Contact(s)
We may rely on directions or consent provided by your personnel or representatives you designate (“Authorized Contacts”). If no Authorized Contact is identified in a Quote, or if a previously identified Authorized Contact is no longer available, then your Authorized Contact will be the person:
(a) who accepted the Quote; and/or
(b) who you generally designate during our relationship to provide direction or guidance.
We may rely on directions from your Authorized Contact until we are affirmatively made aware of a change. If a change is provided in writing (physical document or email), it will be implemented within two (2) business days after the first business day on which we receive notice. If provided in person or by live telephone call, it will be implemented on the same business day.
Do not use a ticketing system or help desk request to notify us of a change to an Authorized Contact, and do not leave a recorded message for such notice. We reserve the right (but not the obligation) to delay Services until we can confirm the Authorized Contact’s authority.
2.7 Access
You grant to us and our designated Third Party Providers the right to monitor, diagnose, manipulate, communicate with, retrieve information from, and otherwise access the Environment solely as necessary to provide the Services. Depending on the Service, we may install software agents to enable such access.
You are responsible, at your own cost and prior to commencement of Services, to secure any necessary rights of entry, licenses (including software licenses), permits, or other permissions necessary for TCG or Third Party Providers to provide the Services. Proper and safe environmental conditions must always be provided by you. TCG is not required to provide Services under conditions that pose (or may pose) a safety or health concern or require extraordinary or non-industry-standard efforts.
2.8 Ongoing Requirements; Minimum Requirements
Everything in the managed Environment must be genuine and properly licensed (including hardware and software). If we request proof of authenticity and/or licensing, you must provide it.
If we require certain minimum hardware or software requirements (“Minimum Requirements”), you agree to implement and maintain those Minimum Requirements as an ongoing condition of our providing the Services.
2.9 Response
Our response to issues will be handled in accordance with the Quote and, if applicable, the Services Guide. We are not responsible for delays during:
(a) the Transition Exception (defined below);
(b) Scheduled Downtime, Client-Side Downtime, or Vendor-Side Downtime (defined below);
(c) periods when we must suspend Services to protect the security or integrity of the Environment or our equipment or network; or
(d) a force majeure event.
2.10 Scheduled Downtime
“Scheduled Downtime” means hours, as determined by us, during which we perform scheduled maintenance or adjustments to the Environment. Scheduled Downtime will not occur between 9:00 AM and 5:00 PM Eastern Time, Monday through Friday, without your authorization, unless exigent circumstances exist. We will use best efforts to provide at least twenty-four (24) hours’ notice.
2.11 Client-Side Downtime
We are not responsible for delays or deficiencies in providing or accessing Services caused by your actions or omissions (“Client-Side Downtime”). Client-Side Downtime includes periods when we require your participation or require information, direction, or authorization but cannot reach your Authorized Contact(s).
2.12 Vendor-Side Downtime
We are not responsible for delays or deficiencies caused by third-party service providers, licensors, or upstream service or product vendors.
2.13 Transition Exception
For the first forty-five (45) days following commencement of any Service, and during off-boarding-related services (such as transitioning Services to another provider or terminating a service), response-time commitments do not apply (the “Transition Exception”). You acknowledge that unanticipated downtime or delays may occur during these periods.
3. FEES; PAYMENT
3.1 Fees
You agree to pay fees, costs, and expenses for the Services as described in each Quote and the Services Guide. You are responsible for sales tax and other governmental fees associated with the Services. If you qualify for a tax exemption, you must provide a valid certificate or other appropriate proof.
You are also responsible for all freight, insurance, and taxes (including import/export duties, sales, use, value add, and excise taxes).
3.2 Schedule
Unless otherwise indicated in a Quote, fees are payable in advance. Generally, fees anticipate automatic monthly recurring payment. Payment by other methods may result in increased fees or costs.
3.3 Nonpayment
Fees unpaid more than fifteen (15) days after due will accrue interest at the lower of (a) 3% per month, or (b) the maximum rate permitted by law, until paid.
We reserve the right (but not the obligation) to suspend part or all Services without prior notice if any undisputed fees are not timely paid. Monthly or recurring charges will continue to accrue during suspension.
Fee disputes must be received within sixty (60) days after the applicable Service is rendered or the date you pay an invoice, whichever is later; otherwise, you waive the right to dispute the fee. We may charge a reasonable reconnect fee (no more than 10% of your monthly recurring fees) if Services are suspended for nonpayment.
3.4 Increases
Fee increases (including increases in monthly recurring fees or service rates) will be handled as described in the Quote and Services Guide. Limits on fee increases (if any) do not apply to Pass Through Increases.
3.5 Expenses During State of Emergency
Costs or expenses incurred while providing Services during a national, state, or local emergency, or during fuel, manpower, or other shortages (“State of Emergency”), will be invoiced and payable by you. Examples include increased gasoline or electrical power costs, or health/safety equipment reasonably necessary to provide Services.
4. LIMITED WARRANTIES; LIMITATIONS OF LIABILITY
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• Hardware / Software Purchases

• Liability Limitations

• Waiver of Liability for Admin/Root Access

• Indemnification

• Term; Termination

• Confidentiality

• Ownership

• Arbitration

• Miscellaneous

Last Updated: December 2025