Huneidi Services LLC
This Master Services Agreement (this “Agreement”) is entered into as of July 19, 2026 (the “Effective Date”) by and between Huneidi Services LLC, an Illinois limited liability company with its principal place of business at 1 Oak Drive, Unit 9, Maryville, Illinois 62062 (“Huneidi Services,” “we,” “us,” or the “Company”), and [Client Legal Name], a [State] [entity type] with its principal place of business at [Client Address] (“Client”). Huneidi Services and Client are each a “party” and together the “parties.” This Agreement governs all Services purchased by Client from Huneidi Services under one or more Order Forms.
Online Agreement; Acceptance. This Agreement is published by Huneidi Services at https://huneidiservices.com/msa (the “Site”) and is incorporated by reference into each proposal, quote, statement of work, and Order Form that references this Agreement or that URL. Client accepts and is bound by this Agreement by any of the following, whichever occurs first: (a) signing or accepting a proposal, quote, or Order Form that references this Agreement or its URL; (b) signing this Agreement directly; or (c) using or paying for the Services. A signature on this Agreement is not required for it to be binding where Client has accepted a referencing proposal, quote, or Order Form.
Updates. Huneidi Services may update this Agreement from time to time by posting a revised version to the Site with a new effective date. The version in effect when Client accepts an Order Form governs that Order Form for its then-current term. For material changes, Huneidi Services will provide reasonable advance notice (for example, by email to Client’s Authorized Contact or through the Support Channel or portal). Material changes take effect at the start of the next renewal term, or earlier if Client accepts them or continues to use the Services after the notice period, and do not apply retroactively. Client’s remedy for a material change it does not accept is not to renew.
1.1 Order Form. means any written order, statement of work, proposal, or quote that is signed or otherwise accepted by both parties (or accepted by Client under the “Online Agreement; Acceptance” provisions above) and that describes the Services, deliverables, fees, quantities, and term. A proposal or quote that references this Agreement serves as an Order Form.
1.2 Services. means the managed information-technology, security, advisory, procurement, and related services that Huneidi Services provides under an Order Form, together with any Third-Party Products resold or provisioned by Huneidi Services.
1.3 Supported Environment. means the systems, devices, users, sites, software, and cloud tenants expressly listed on an Order Form as covered by the Services. Anything not listed is out of scope.
1.4 Client Systems. means the hardware, networks, software, cloud tenants, accounts, and data owned, licensed, or controlled by Client.
1.5 Client Data. means data and content that Client or its users provide to, or process within, the Supported Environment.
1.6 Third-Party Products. means software, subscriptions, licenses, hardware, cloud services, and other products of third parties that Huneidi Services resells, procures, or provisions for Client, including CSP Subscriptions.
1.7 CSP Subscriptions. means Microsoft (and other cloud-provider) licenses and subscriptions provisioned for Client through Huneidi Services’ Cloud Solution Provider (CSP) or equivalent partner tenant or reseller relationship.
1.8 Committed Third-Party Costs. means all fees, subscription charges, license costs, and cancellation or early-termination charges for Third-Party Products (including CSP Subscriptions and security tools) that carry a commitment term or that Huneidi Services has committed to a supplier on Client’s behalf.
1.9 Authorized Contact. means an individual designated in writing by Client with authority to request Services, approve change orders, and receive notices.
2.1 Provision of Services. Subject to this Agreement, Huneidi Services will provide the Services described in each Order Form. The specific scope, deliverables, and any service levels for an engagement are set by the applicable Order Form, proposal, or Statement of Work.
2.2 Order Forms; Order of Precedence. Each Order Form is governed by this Agreement and, once accepted by both parties, is incorporated into it. In the event of a conflict, this Agreement controls except to the extent an Order Form expressly states that a specific provision of this Agreement is modified for that Order Form.
2.3 Out-of-Scope Work; Change Orders. Any work, request, project, on-site support, or item that is not expressly included in the Supported Environment or the applicable Order Form is out of scope. Out-of-scope work will be performed only upon a written change order or Client’s written approval and will be billed at Huneidi Services’ then-current standard hourly rate (as set out in the applicable Order Form or Huneidi Services’ then-current rate card) or as quoted, plus applicable materials and expenses.
2.4 Subcontractors. Huneidi Services may perform the Services through employees, agents, and subcontractors and remains responsible for the Services performed on its behalf. Huneidi Services will bind its subcontractors to confidentiality obligations at least as protective as those in this Agreement.
2.5 Service Levels. Huneidi Services will use commercially reasonable efforts to meet the response and resolution targets, if any, set out in the applicable Order Form, proposal, or Statement of Work. Any such targets are goals, not guarantees, and do not carry service credits or penalties. Service-level measurements exclude any delay or failure caused by Client, by Client’s users, by Third-Party Products or providers, by Client’s failure to follow Huneidi Services’ recommendations, or by events outside Huneidi Services’ reasonable control.
2.6 Hours of Support. Standard support is provided during Huneidi Services’ business hours (Monday–Friday, 9:00 a.m.–5:00 p.m. Central Time, excluding holidays). After-hours or 24/7 coverage is available only if purchased on an Order Form; otherwise, after-hours work is billed at the standard hourly rate.
2.7 Right to Decline. Huneidi Services may decline or defer any request or task that it reasonably believes is unlawful, unsafe, unethical, outside the scope of the Services, or beyond its expertise or capacity, without liability and without the request counting against any service-level target.
2.8 Changes to Tools and Vendors. Huneidi Services may, in its discretion and without Client consent, add, substitute, modify, or discontinue the specific software, tools, platforms, vendors, and methods it uses to deliver the Services, provided it continues to deliver the Services in substantial conformance with the applicable Order Form. Changes in Third-Party Product costs may be passed through under Section 4.4.
2.9 Designated Support Channel; Out-of-Band and Principal-Level Requests. Huneidi Services provides support through its designated support channel: the Huneidi Services support portal (primary) and, where enabled for Client, an approved Microsoft Teams or Slack channel (secondary) (together, the “Support Channel”). The Support Channel is used because it validates the requester’s identity and company in real time; email is not a supported channel for service requests. Only requests submitted through the Support Channel are tracked, covered by any service-level target, and part of the included Services. Support requests made outside the Support Channel — including calls, texts, or emails directed to Huneidi Services’ owner, principals, or individual personnel — are out-of-band requests: they are not tracked, carry no service-level commitment, and may be redirected to the Support Channel without action. If Huneidi Services elects to perform an out-of-band request, or if support work is performed personally by Huneidi Services’ owner or a principal, that work is billed at Huneidi Services’ then-current principal rate (higher than the standard rate, as set out in the applicable Order Form or rate card), with a minimum of one (1) hour. Substantive involvement of Huneidi Services’ owner or principals beyond incidental matters is available only as a separate, paid advisory or virtual-CIO engagement.
2.10 Designated Contacts; Collaborative Communications. Client and Huneidi Services may each designate specific individuals — for Client, one or more authorized representatives, and for Huneidi Services, its principals or account managers — who may communicate directly for relationship management, planning, escalation, project coordination, and other collaborative purposes. Such collaborative communications are not out-of-band requests under Section 2.9. However, any actual support or technical work arising from them must be entered into the Support Channel to be tracked and covered, and substantive work performed directly by a principal remains subject to the principal rate under Section 2.9.
3.1 Cooperation and Access. Client will provide timely access to the Supported Environment, credentials, facilities, information, and personnel that Huneidi Services reasonably needs, and will designate Authorized Contacts and decision-makers who can respond without undue delay. Huneidi Services is not responsible for delays or issues caused by Client’s failure to do so.
3.2 Standard Practices; Mandatory Waiver. Huneidi Services delivers the Services using its own standard operating procedures, tooling, configurations, and security controls. Any deviation from those standard practices that Client requests or requires — including declining, delaying, or not funding a recommendation (for example, replacing end-of-life hardware or enabling multi-factor authentication), or requiring Huneidi Services to support a non-standard configuration — requires a signed written waiver from Client before Huneidi Services is obligated to proceed, and may result in additional fees and/or price increases. Where Client operates under such a waiver, Huneidi Services is not liable for any loss, damage, security incident, or service-level failure arising from the deviation.
3.3 Licenses and Rights. As the default, Huneidi Services supplies and resells the software licenses and subscriptions required for the Services as the reseller of record (see Section 5). To the extent Client instead supplies its own licenses or software (“bring-your-own”), Client is responsible for having valid licenses and rights to that software and data, for maintaining its related third-party agreements, and in all cases for ensuring Huneidi Services has the rights and consents needed to perform the Services on the Client Systems.
3.4 Backups. Except for a backup or disaster-recovery service that Client has expressly purchased on an Order Form, Client is solely responsible for maintaining backups of Client Data. See Section 9.2.
3.5 Acceptable and Lawful Use. Client will use the Services lawfully and will not use them to infringe, harass, or violate any law or third-party right. Client is responsible for the acts and omissions of its users. Client represents that its instructions and requests to Huneidi Services comply with applicable law, and Huneidi Services may decline or defer any instruction it reasonably believes may be unlawful.
3.6 Minimum Users. Unless an Order Form states otherwise, Services are subject to a minimum of five (5) billable users per month. This minimum applies from the date Client becomes subject to this Agreement, including an existing Client then below five users, whom Huneidi Services may bill at the five-user minimum on a going-forward basis; Huneidi Services will not back-bill the minimum for periods before that date.
3.7 Administrative Access. Client will grant and maintain full administrative control and access for Huneidi Services to all systems within the Supported Environment. If Client withholds, limits, revokes, or shares administrative access to any system, Client must sign a waiver of liability, and Huneidi Services is not responsible or liable for any issue, outage, security incident, service-level failure, or other outcome relating to any system over which Huneidi Services does not retain administrative control.
3.8 Support Requests; Portal Identity. Each user is responsible for logging in as, and submitting support requests under, the correct company, tenant, and user identity in Huneidi Services’ support portal or ticketing system. Huneidi Services is entitled to rely on the identity and company under which a request is submitted and will perform (and, where applicable, bill) the requested work against that account or company. Huneidi Services is not responsible for verifying, tracking, or correcting which identity or company a user logs in under, and is not liable for work performed on, or charges applied to, the wrong company, tenant, or account resulting from a user submitting a request under the wrong identity. Requests submitted through the portal are deemed authorized by Client. Where employees or personnel are shared among Client and its affiliated or related companies, the same rules apply: each request is attributed to the company and identity under which it is submitted, Client and its affiliated companies are responsible for ensuring a shared employee logs in under the company they are acting for, and Huneidi Services is not responsible for allocating or apportioning work performed or charges among companies that share employees.
3.9 Credentials and BYOD. Client is responsible for safeguarding any credentials it holds, including any break-glass or administrative accounts, and for the security and maintenance of user-owned or Client-owned devices (including BYOD) that access the Supported Environment. Huneidi Services is not responsible for loss or damage arising from Client’s failure to protect its credentials or devices, and is not responsible for company data residing on personal or user-owned devices.
3.10 Authorized Instructions; Account Access and Deletion. Client represents and warrants that it has the legal authority and any necessary consents to instruct Huneidi Services to access, monitor, forward, convert, disable, restrict, or delete any user account, mailbox, device, file, or data within the Supported Environment, including those of departed, terminated, or former personnel. Huneidi Services acts on Client’s instructions and is entitled to rely on them. Destructive or irreversible actions (including account or mailbox deletion, user removal, and data wipes) are performed only at Client’s request and at Client’s risk, and Huneidi Services is not liable for loss of data or access resulting from such actions. Client will defend and indemnify Huneidi Services against any claim by any person (including current or former personnel) arising from access to or handling of accounts, mailboxes, or data at Client’s direction.
3.11 Reliance on Requests; Fraudulent Instructions. Huneidi Services is entitled to rely on and act upon any request that reasonably appears to originate from an Authorized Contact or from the correct company and identity in its support portal or ticketing system, including requests to reset passwords or multi-factor authentication, create or disable accounts, grant access, or change configurations. Huneidi Services is not responsible or liable for acting on a request later determined to be unauthorized, impersonated, fraudulent, or the result of a compromised account, social-engineering, or business-email-compromise attempt, and Client is responsible for verifying the legitimacy of requests made in its name.
3.12 Sensitive and Regulated Data. Client will not transmit or store payment card numbers, bank account or wire details, Social Security numbers, protected health information, or other regulated or highly sensitive data through the support portal, email, or ticketing system, and will not introduce such data into the Supported Environment without first notifying Huneidi Services and executing any required agreement (such as a Business Associate Agreement or data processing agreement). Huneidi Services is not responsible or liable for Client’s transmission or storage of such data in violation of this Section, and may decline to receive or process it.
3.13 Legal Holds and Records. Client is solely responsible for its own legal, litigation-hold, records-retention, e-discovery, and privilege obligations. Huneidi Services is not the custodian of Client’s records and has no obligation to preserve, collect, or produce Client Data for legal or regulatory purposes except pursuant to a separately agreed, paid engagement.
3.14 Recording and Monitoring Consents. If Client directs Huneidi Services to configure or enable call or meeting recording, mailbox or message monitoring, location tracking, or other monitoring or surveillance of any person, Client is solely responsible for providing all notices and obtaining all consents required by applicable law (including two-party or all-party consent and eavesdropping laws, such as those in Illinois). Client will defend and indemnify Huneidi Services against any claim arising from such recording, monitoring, or surveillance.
4.1 Fees. Client will pay the fees stated in each Order Form. Per-user and per-seat fees are billed based on the applicable license, seat, or account count in effect at the time of invoicing, including counts added during a billing period.
4.2 Invoicing and Auto-Pay. Huneidi Services invoices on a net thirty (30) day basis unless an Order Form states otherwise. As a condition of receiving the Services, Client will maintain a valid ACH or credit/debit card payment method on file through Huneidi Services’ payment portal at https://pay.hservices.io and authorizes Huneidi Services to automatically charge all undisputed amounts to that method when due. Client will keep its payment information current. Payment by check or other method is permitted only with Huneidi Services’ prior written approval. A declined or failed automatic payment that remains uncured is treated as non-payment under Section 4.3.
4.3 Late Payments and Suspension. Undisputed amounts not paid when due accrue interest at the lesser of 2% per month (24% per year) or the maximum rate permitted by law, plus Huneidi Services’ reasonable collection costs. Client is responsible for all fees and charges resulting from a failed, returned, reversed, or charged-back payment (including insufficient-funds, ACH-return, card-decline, and chargeback fees). Huneidi Services may suspend Services on notice if any undisputed amount is more than [10] days overdue, and for any Third-Party Products or CSP Subscriptions that Client has not paid for, Huneidi Services may also suspend, reduce, or (where the provider’s terms permit) cancel those subscriptions (Client remaining liable for all Committed Third-Party Costs). Suspension does not relieve Client of its payment obligations, and Service-level targets do not apply during suspension. Huneidi Services may charge the payment method on file for any undisputed past-due amount, including where Client normally pays by another method.
4.4 Price Adjustments. Huneidi Services may increase its recurring rates (including per-user and hourly rates) effective on each renewal term by providing at least [60] days’ written notice, by up to 10% per year on a cumulative basis. In addition, and at any time on notice, Huneidi Services may pass through to Client any increase in the cost of Third-Party Products (including Microsoft/CSP and security-tool price changes), taxes, and regulatory or compliance fees. Continued use of the Services after the effective date of an adjustment constitutes acceptance.
4.5 Taxes. Fees may be stated inclusive of applicable taxes, which Huneidi Services will collect and remit. Where taxes are separately billed to or reimbursed by Client, Client will pay the amount invoiced without requiring itemization, receipts, or other supporting documentation. Client is responsible for all sales, use, and similar taxes on the Services, other than taxes on Huneidi Services’ net income.
4.6 Onboarding and One-Time Fees. Onboarding, migration, cleanup, and other one-time fees are non-refundable once the applicable work has begun. Huneidi Services may require prepayment or a deposit for onboarding, projects, and other one-time or out-of-scope work before it begins.
4.7 Expenses. Pre-approved travel and out-of-pocket expenses for on-site work are billed at cost unless an Order Form states otherwise. Client may pre-approve expense amounts or caps in advance; however, Huneidi Services follows its own internal travel and expense policies, which Client may not dictate, modify, or override.
4.8 Invoice Disputes; No Setoff. Invoices are due net thirty (30) days. Client must notify Huneidi Services in writing of any dispute regarding an invoice within thirty (30) days of the invoice date; an invoice not disputed within that period is deemed accepted and payable in full. Client will pay all undisputed amounts when due and may not withhold, deduct, or set off any amount against amounts owed to Huneidi Services. Overdue amounts accrue interest as provided in Section 4.3. Client may audit an invoice at its own expense, but an audit does not extend the dispute or payment deadlines in this Section or excuse timely payment of undisputed amounts.
5.1 Third-Party Products. Third-Party Products are provided subject to the applicable third-party license and terms, which Client agrees to comply with. Huneidi Services resells and provisions Third-Party Products as an accommodation and makes no warranty regarding them; the sole warranties, if any, are those of the third-party provider. See Section 10.3.
5.2 CSP Commitment Terms. Client acknowledges that CSP Subscriptions and certain other Third-Party Products carry commitment terms set by the provider that bind Huneidi Services as the reseller — for example, Microsoft annual subscriptions are generally a twelve (12) month, non-cancellable commitment, and monthly subscriptions generally require thirty (30) days’ notice. Huneidi Services will identify material commitment terms on the applicable Order Form when reasonably practicable.
5.3 Client’s Financial Responsibility. Client is financially responsible for all Committed Third-Party Costs for the full commitment term, regardless of whether this Agreement or the related Services are terminated, suspended, or reduced, and regardless of whether Client continues to use the subscriptions.
5.4 Reductions. Except where a provider’s terms allow otherwise, subscription quantities may be reduced only effective at the end of the applicable commitment term and only upon at least [30] days’ prior written notice from Client. Client remains responsible for committed quantities until then.
5.5 On Termination of Services. Upon expiration or termination of this Agreement or the applicable Services, at Huneidi Services’ option Client will either (a) continue to pay for the affected CSP Subscriptions and other committed Third-Party Products through the end of their commitment terms, or (b) accept transfer or reassignment of those subscriptions to a tenant or reseller relationship designated by Client (including a successor provider) and reimburse Huneidi Services for any cancellation, early-termination, or transfer charges imposed by the provider.
5.6 Survival of Payment Obligations. Client’s obligations under this Section 5 survive termination of this Agreement and remain owing and payable even if Client becomes insolvent, files for or becomes subject to bankruptcy or receivership, dissolves, is acquired, or ceases to do business.
5.7 Cooperation and Transfer. Huneidi Services will reasonably cooperate to transfer or release CSP Subscriptions and administrative relationships to Client or its successor provider, provided that all amounts owed to Huneidi Services (including Committed Third-Party Costs and the offboarding amounts in Section 6.5) have first been paid in full.
5.8 Ownership. As between the parties, the underlying cloud tenant and subscription entitlements remain Client’s; this Section governs the billing, commitment, and payment obligations that bind Client while and after Huneidi Services acts as reseller of record.
5.9 Hardware. Client prepays for all hardware ordered through Huneidi Services. Title and risk of loss pass to Client upon delivery. Hardware may be returned only within thirty (30) days of delivery and only to the extent the applicable manufacturer or vendor accepts the return and refunds Huneidi Services, and any return is subject to the manufacturer’s or vendor’s restocking, shipping, and handling charges. Except where Client has purchased a separate warranty or support product, hardware carries only the manufacturer’s warranty, which Huneidi Services passes through and does not itself guarantee.
6.1 Term and Renewal. This Agreement begins on the Effective Date and continues until all Order Forms have expired or been terminated. Unless an Order Form states otherwise, each Order Form has an initial term of twelve (12) months and automatically renews for successive twelve (12) month terms unless either party gives written notice of non-renewal at least [60] days before the end of the then-current term. Huneidi Services will use reasonable efforts to remind Client of the upcoming renewal and the non-renewal deadline before that deadline.
6.2 Termination for Cause. Either party may terminate this Agreement or an affected Order Form for cause if the other party materially breaches and fails to cure within thirty (30) days after written notice (ten (10) days for non-payment), or immediately if the other party becomes insolvent or subject to bankruptcy, receivership, or an assignment for the benefit of creditors.
6.3 Termination for Convenience. Client may terminate an Order Form for convenience on at least [90] days’ prior written notice, subject to the exit obligations in Section 6.5 and the licensing obligations in Section 5. Huneidi Services may terminate an Order Form for convenience on [90] days’ notice.
6.4 Suspension. Huneidi Services may suspend Services (in addition to Section 4.3) if reasonably necessary to prevent a security risk, to comply with law, or to protect its systems or other clients, and will restore Services promptly once the cause is resolved.
6.5 Exit Obligations and Offboarding Fee. If this Agreement or an Order Form terminates or expires for any reason other than Huneidi Services’ uncured material breach — including termination for convenience, termination for Client’s breach, or Client’s insolvency, dissolution, or ceasing to do business — Client will pay, in addition to all amounts already accrued: (a) all Committed Third-Party Costs (including CSP Subscriptions, licenses, and security tools) through the end of their commitment terms; and (b) a flat transition and offboarding fee of $1,200. These amounts are due upon termination and survive Client’s insolvency or dissolution.
6.6 Effect of Termination; Data Handover. Upon termination, Client will pay all amounts then due (including Section 6.5). Once all amounts owed are paid in full, Huneidi Services will hand over Client Data and administrative access in a commercially reasonable format; after handover, Huneidi Services will securely delete its remaining copies of Client Data in the ordinary course (subject to any active legal hold or legal-retention requirement of which Client has notified Huneidi Services in writing), and in any event has no obligation to retain Client Data more than [30] days after termination. Huneidi Services has no obligation to hand over or continue retaining Client Data while any amount remains unpaid.
6.7 Transition Assistance. Beyond the offboarding fee in Section 6.5, any additional transition assistance Client requests (up to [60] days) will be provided on a time-and-materials basis at the standard hourly rate, prepaid, and conditioned on Client’s account being current. Transition assistance is limited to Client Data and Client-owned systems; Huneidi Services is not required to disclose, license, or grant any successor or incoming provider access to Huneidi Services’ proprietary tools, scripts, automations, methods, or documentation (see Section 8), or to perform work that would compromise its security or other clients.
6.8 Survival. Provisions that by their nature should survive termination will survive, including Sections 3 (Client representations and indemnities), 4 (accrued fees), 5, 6.5–6.6, 7, 8, 9, 10, 11, 12, 14, and 17.
7.1 Mutual NDA. This Section is a mutual non-disclosure agreement that applies to both parties equally, as discloser and as recipient.
7.2 Confidential Information. Each party may receive non-public information of the other that is marked or should reasonably be understood to be confidential (“Confidential Information”), including Huneidi Services’ pricing, methods, tools, configurations, and documentation, and Client’s business and Client Data. Confidential Information excludes information that is public through no fault of the receiver, already known without restriction, independently developed, or rightfully received from a third party.
7.3 Obligations. The receiving party will use the other’s Confidential Information only to perform or receive the Services, will protect it with at least reasonable care, and will not disclose it except to its personnel and subcontractors who need it and are bound by similar obligations. The receiving party will not reverse-engineer the other’s Confidential Information. On the disclosing party’s written request, the receiving party will return or destroy the Confidential Information, subject to routine archival backups and legal-retention requirements. A party may disclose Confidential Information if required by law, provided it gives reasonable notice where permitted.
7.4 Duration. The confidentiality obligations in this Section continue for as long as the information remains confidential and to the fullest extent permitted by applicable law. Information that qualifies as a trade secret remains protected for as long as it qualifies as a trade secret under applicable law.
7.5 Injunctive Relief. The parties agree that a breach of this Section may cause irreparable harm for which monetary damages are inadequate, and the non-breaching party may seek injunctive relief in addition to any other remedy, without the necessity of posting a bond.
8.1 Huneidi Services IP. This is not a work-made-for-hire agreement. Huneidi Services and its licensors own and retain all right, title, and interest in and to the Services and all methods, know-how, software, scripts, automations, tooling (including HuniBot and similar automation), templates, configurations, and documentation, and all enhancements and modifications to them, whether or not developed in connection with Client.
8.2 Client Data. Client retains all right, title, and interest in Client Data. Client grants Huneidi Services the rights to access and process Client Data as needed to provide the Services.
8.3 License to Deliverables. To the extent Huneidi Services delivers configurations or materials to Client, Huneidi Services grants Client a non-exclusive, non-transferable license to use them internally during the term, solely with the Services. Huneidi Services’ pre-existing and general-purpose IP is not assigned.
8.4 Company Equipment. Any hardware, appliances, sensors, or devices that Huneidi Services owns and places at Client’s site or within the Supported Environment (for example, a remote-access mini PC) remain Huneidi Services’ property, notwithstanding any fee charged to Client for their deployment or use, unless an Order Form expressly states that Client is purchasing the equipment. Upon termination, Client will return such equipment in good condition (ordinary wear excepted) or allow Huneidi Services to retrieve it, and Client is responsible for its loss of or damage to such equipment while in Client’s possession.
9.1 Security Measures; Authority. Huneidi Services defines, selects, and controls the security standards, controls, and tooling used to deliver the Services, which it may summarize in a separate information-security document made available to Client on request (and which Huneidi Services does not publish), and may update them from time to time to reflect evolving best practices. Client does not dictate Huneidi Services’ security methods. Huneidi Services will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Client Data in its possession. Client may request additional or different controls, which are subject to Huneidi Services’ approval and may result in additional fees or price increases. Security is a shared responsibility, and no safeguards can guarantee against every threat.
9.2 Backups and Disaster Recovery. Huneidi Services is responsible for backup or disaster-recovery of Client Data only if Client has purchased that service on an Order Form, and then only to the service levels described there. Otherwise, Client is responsible for maintaining its own backups. Huneidi Services is not an insurer of Client Data and, except for a purchased backup service, disclaims liability for loss of or damage to Client Data.
9.3 Security Incidents. If Huneidi Services becomes aware of a confirmed security incident affecting Client Data in its custody, it will notify Client without undue delay and use commercially reasonable efforts to mitigate. Huneidi Services does not guarantee that the Services will be uninterrupted, error-free, or immune from all malicious activity.
9.4 Regulatory Compliance. Client is responsible for determining and meeting the legal and regulatory requirements applicable to Client Data (including HIPAA, GDPR, CCPA, and industry rules). If required, the parties will enter into a separate data processing agreement or business associate agreement.
9.5 Allocation of Breach Costs. Except to the extent directly caused by Huneidi Services’ gross negligence or willful misconduct, all costs arising from a security incident or data breach affecting the Supported Environment — including customer or regulatory notification, credit monitoring, forensic investigation, fines, and penalties — are the responsibility of Client. This Section does not expand Huneidi Services’ liability beyond Section 11.
9.6 Minimum Security Baseline. Huneidi Services conditions the Services on Client maintaining, funding, and permitting a minimum baseline of security controls that Huneidi Services reasonably specifies (for example, multi-factor authentication, managed endpoint detection and response, timely patching, managed backup, email and DNS security, and administrative access for Huneidi Services). If Client declines, disables, or fails to fund any baseline control, Client does so at its own risk, must acknowledge the decision in a signed waiver under Section 3.2, and Huneidi Services is not responsible or liable for any resulting incident or loss (see Sections 9.5 and 11) and may decline to onboard or continue the Services or adjust pricing accordingly.
10.1 Mutual. Each party warrants that it has the authority to enter into this Agreement and that doing so does not conflict with any other obligation.
10.2 Limited Service Warranty. Huneidi Services warrants that it will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards, and will use commercially reasonable efforts to avoid introducing malware into the Supported Environment. To make a warranty claim, Client must notify Huneidi Services in writing of the deficiency within thirty (30) days after the affected Services are performed; Client’s exclusive remedy, and Huneidi Services’ sole obligation, is re-performance of the deficient Services. Services for which no timely warranty claim is made are deemed accepted.
10.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 10.2, THE SERVICES AND ALL THIRD-PARTY PRODUCTS ARE PROVIDED “AS IS,” AND HUNEIDI SERVICES DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. HUNEIDI SERVICES DOES NOT WARRANT THAT THE SERVICES OR THIRD-PARTY PRODUCTS WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.
11.1 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, OR LOST OR CORRUPTED DATA, EVEN IF ADVISED OF THE POSSIBILITY.
11.2 Liability Cap. EXCEPT AS STATED IN SECTION 11.3, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CLIENT TO HUNEIDI SERVICES FOR THE SERVICES IN THE [THREE (3)] MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11.3 Exceptions. The exclusions and cap above do not apply to Client’s payment obligations (including Sections 4, 5, and 6.5), Client’s obligations under Sections 9.5 (Allocation of Breach Costs) and 14 (Non-Solicitation), a party’s indemnification obligations, or a party’s gross negligence or willful misconduct.
11.4 Time to Bring Claims. Except for claims for non-payment, any claim or action arising out of or related to this Agreement must be brought within one (1) year after the cause of action accrues, or it is permanently barred, to the extent permitted by applicable law.
12.1 By Huneidi Services. Huneidi Services will defend and indemnify Client against third-party claims to the extent arising from (a) Huneidi Services’ gross negligence or willful misconduct, or (b) an allegation that Huneidi Services’ proprietary tooling, as provided and used as authorized, infringes a third party’s intellectual-property rights.
12.2 By Client. Client will defend and indemnify Huneidi Services against third-party claims to the extent arising from (a) Client Data or Client-provided content, (b) Client’s use of the Services in violation of this Agreement or law, (c) Client Systems or Client’s instructions, or (d) Client’s breach of its Third-Party Product or licensing obligations, or (e) any governmental, regulatory, or third-party claim, fine, or penalty arising from Client’s instructions or Client Data, including instructions to access, monitor, forward, or delete accounts, or to record or monitor communications.
12.3 Procedure. The indemnified party will promptly notify the indemnifying party, allow it to control the defense, and cooperate. The indemnifying party will not settle a claim in a way that imposes liability or admission on the other without consent.
13.1 Coverage. Huneidi Services will maintain, at its expense, commercially reasonable insurance for a business of its size and type, including commercial general liability, errors-and-omissions/technology professional liability, and workers’ compensation as required by law, with limits of at least [$1,000,000] per occurrence. Upon reasonable written request, Huneidi Services will provide a certificate of insurance. The required coverage is not a limitation of liability, and Client may not unilaterally require higher limits or additional coverage.
14.1 Restriction. During the term and for twelve (12) months after termination, Client will not, directly or indirectly, solicit for employment or engagement, or hire or engage, any employee, contractor, or subcontractor of Huneidi Services who performed or supported the Services, without Huneidi Services’ prior written consent. General public advertisements not targeted at such personnel are not a breach.
14.2 Liquidated Damages. Because actual damages from a breach of Section 14.1 would be difficult to quantify, Client will pay Huneidi Services, as liquidated damages and not a penalty, an amount equal to [100%] of the affected individual’s total annual compensation (base plus expected bonus) at the time of the breach. This remedy is in addition to Huneidi Services’ right to seek injunctive relief.
15.1 Relationship. Huneidi Services is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, or joint-venture relationship, and neither party may bind the other.
16.1 General. Each party will comply with the laws and regulations applicable to it in connection with this Agreement, including anti-corruption and export-control laws.
17.1 Governing Law. This Agreement is governed by the laws of the State of Illinois, without regard to its conflict-of-laws rules.
17.2 Dispute Resolution and Venue. Any dispute arising out of or relating to this Agreement will be brought exclusively in the state or federal courts located in [County], Illinois. The prevailing party is entitled to recover its reasonable attorneys’ fees and costs.
17.3 Assignment; Change of Control. Client may not assign this Agreement without Huneidi Services’ prior written consent. Huneidi Services may assign this Agreement, in whole or in part, to an affiliate or in connection with a merger, acquisition, reorganization, or sale of assets, without consent, and may transfer Client relationships, Order Forms, and CSP Subscriptions to its successor or acquirer, with this Agreement continuing in effect with that successor. A change of control, merger, sale, or acquisition of either party does not relieve that party or its successor of any obligation under this Agreement. If Client undergoes a change of control or is sold, all of Client’s obligations (including Committed Third-Party Costs and the amounts under Section 6.5) continue and bind Client and its successor. In connection with any sale, transition, or change of control of Client or any of its businesses, Huneidi Services may act on the instructions of the party then in apparent control of the affected accounts, and is not responsible for resolving disputes between prior and successor owners regarding access to or ownership of accounts or data. This Agreement binds and benefits the parties’ permitted successors and assigns.
17.4 Publicity and References. Huneidi Services may identify Client as a customer and use Client’s name and logo in customer lists and reference materials in a factual, non-endorsing manner; Client may opt out on written request. Neither party will otherwise use the other’s trademarks without consent.
17.5 Force Majeure. Neither party is liable for delays or failures (other than payment obligations) caused by events beyond its reasonable control, including acts of God, outages, supply-chain and vendor failures, labor events, and government action.
17.6 Notices. Notices must be in writing and are effective on receipt when sent to a party’s address of record or Authorized Contact, including by email with confirmation. Notices to Huneidi Services: 1 Oak Drive, Unit 9, Maryville, Illinois 62062, Attn: Ryan Huneidi, ry**@*************es.com.
17.7 Entire Agreement; Amendment. This Agreement (as posted to the Site) together with its Order Forms and any documents it expressly incorporates is the entire agreement between the parties and supersedes all prior understandings. Except for updates to the posted Agreement under the “Online Agreement; Updates” provisions above, price adjustments under Section 4.4, and pass-throughs under Section 5, this Agreement may be modified only by a writing signed by both parties. This Agreement supersedes and replaces any prior or contemporaneous agreement between the parties on the same subject matter, including any prior master services agreement; where Client has an existing signed agreement with Huneidi Services, that agreement is superseded only upon Client’s acceptance of this Agreement or of an Order Form that expressly references and replaces it.
17.8 Severability; Waiver. If any provision is unenforceable, the rest remains in effect and the provision is modified to the minimum extent needed to make it enforceable. A party’s failure to enforce a right is not a waiver.
17.9 Counterparts; Electronic Signatures. This Agreement may be signed in counterparts and by electronic signature, each of which is deemed an original.
17.10 No Third-Party Beneficiaries. This Agreement is solely for the benefit of the parties and their permitted successors and assigns. It creates no rights in any third party, including Client’s affiliates, employees, customers, or end users.
17.11 Interpretation. In this Agreement, “including” and “such as” mean including without limitation; headings are for convenience only and do not affect interpretation; the singular includes the plural and vice versa; and “days” means calendar days unless stated otherwise. This Agreement will not be construed against a party because that party drafted it.
17.12 Cumulative Remedies. Except where this Agreement expressly states that a remedy is exclusive, all rights and remedies under this Agreement are cumulative and in addition to any other rights and remedies available at law or in equity.
17.13 Waiver of Jury Trial. TO THE EXTENT ANY DISPUTE IS RESOLVED IN COURT, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
No separate signature to this Agreement is required. As described in the “Online Agreement; Acceptance” provisions above, Client accepts and becomes bound by this Agreement by signing or accepting a proposal, quote, or Order Form that references this Agreement or its URL, or by using or paying for the Services. The applicable proposal, quote, or Order Form is where the parties, effective date, scope, and fees are recorded and signed. This Agreement may also be signed directly if the parties choose, but a signature on this document is not required for it to be binding.
