UpCasa Technology Services, LLC

Effective Date: November 3rd, 2025

This Master Service Agreement (“MSA”) governs all services provided by UpCasa Technology Services, LLC (“UpCasa”) to its clients (“Client”).
By entering into any Service Agreement or Order Form referencing this MSA, Client agrees to be bound by its terms.
The current version of this MSA is available at https://upcasa.com/master-service-agreement

1. This Agreement begins on the Effective Date stated in the applicable Service Agreement and continues for twelve (12) months.

2. This Agreement automatically renews for successive one-year terms unless either party gives ninety (90) days’ written notice of non-renewal.

3. UpCasa may adjust pricing upon renewal or if the scope of covered users, devices, or locations materially changes, with thirty (30) days’ notice.

1. Client shall pay all fees and charges as set forth in the applicable Service Agreement.
   Invoices are due upon receipt and considered past due after thirty (30) days.

2. Past-due balances may incur a late fee of three percent (3%) per month, or the maximum rate permitted by law, whichever is lower.

3. Client is responsible for all applicable taxes, excluding UpCasa’s income taxes.

4. UpCasa reserves the right to suspend or terminate services for any account more than thirty (30) days past due, without liability, until payment is received in full.

1. The specific services, service levels, and associated fees for each Client engagement shall be detailed in the applicable Service Agreement or Quote, which is incorporated into and governed by this MSA.

2. This MSA establishes the general terms and conditions under which all such services are provided, including but not limited to network monitoring, help desk support, proactive maintenance, managed security, cloud hosting, and compliance oversight.

3. No services or obligations shall exist beyond those expressly stated in the applicable Service Agreement.

1. Client shall provide UpCasa with all necessary administrative credentials, system access, and secure remote connectivity required to deliver the contracted services.

2. Client must maintain properly licensed and supported software, notify UpCasa in advance of any material network or system changes, and ensure adequate internet connectivity, power, and environmental conditions.

3. UpCasa shall not be liable for downtime, performance issues, or data loss resulting from Client negligence, unauthorized third-party activity, or changes made without UpCasa’s prior approval.

1. Services are limited to those expressly defined in the applicable Service Agreement.
   Any additional or out-of-scope work — including but not limited to projects, system migrations, hardware or software procurement, rollouts, consulting, or end-user training — shall require Client authorization and will be billed at UpCasa’s then-current hourly rates as specified in the applicable Service Agreement or rate card.

2. UpCasa shall have no obligation to perform any out-of-scope work without prior written approval from Client.

1. UpCasa shall perform all services in a professional and workmanlike manner consistent with industry best practices.
   Except as expressly stated in this Agreement, UpCasa makes no warranties, express or implied, including any warranties of merchantability, fitness for a particular purpose, or non-infringement.

2. Neither party shall be liable to the other for any indirect, incidental, consequential, punitive, or special damages, including lost profits, loss of data, or business interruption, even if advised of the possibility of such damages.

3. UpCasa’s total aggregate liability arising out of or relating to this Agreement, whether in contract, tort, or otherwise, shall not exceed the total fees paid by Client during the three (3) months immediately preceding the event giving rise to the claim.

1. ither party may terminate this Agreement upon ninety (90) days’ written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within that period.

2. UpCasa may also terminate or suspend services immediately in the event of nonpayment, illegal activity, or any condition that, in UpCasa’s reasonable judgment, poses a security or operational risk.

3. If Client terminates this Agreement without cause, or if termination occurs due to Client’s nonpayment, all remaining fees for the current term shall become immediately due and payable, and no refunds will be issued for prepaid amounts.

4. Upon termination, each party shall return or destroy any confidential information or property belonging to the other.

1. Each party (“Receiving Party”) may receive confidential or proprietary information from the other (“Disclosing Party”), including client data, financials, systems, pricing, and trade secrets (“Confidential Information”).

2. The Receiving Party shall keep such information strictly confidential, use it only to fulfill its obligations under this Agreement, and limit access to personnel with a legitimate need to know who are bound by similar obligations.

3. These obligations do not apply to information that is public, previously known, lawfully obtained, or independently developed. If disclosure is required by law, the Receiving Party shall give prompt notice and cooperate to limit the scope.

4. Upon termination, each party shall return or securely destroy all Confidential Information. Unauthorized disclosure may cause irreparable harm, entitling the Disclosing Party to injunctive relief and other remedies.

5. This obligation survives termination for five (5) years, and indefinitely for trade secrets.

1. UpCasa shall maintain, at its sole expense, the following insurance coverages throughout the term of this Agreement:

   • Commercial General Liability: minimum limit of $1,000,000 aggregate

   • Umbrella (Excess) Liability: minimum limit of $2,000,000 aggregate

   • Technology Errors and Omissions (E&O): minimum limit of $1,000,000 aggregate

   • Cyber Liability: minimum limit of $1,000,000 aggregate

   • Workers’ Compensation: statutory coverage with employer’s liability limits of $2,000,000 aggregate

2. Upon request, UpCasa shall provide Certificates of Insurance evidencing such coverage and naming the Client as a certificate holder.

3. UpCasa shall provide prompt notice to Client of any material change or cancellation of coverage.

1. During the term of this Agreement and for twenty-four (24) months following its termination, neither party shall, directly or indirectly, solicit for employment, contract, or otherwise engage any employee, contractor, or agent of the other party who was involved in the provision or receipt of services under this Agreement, without the prior written consent of the other party.

2. This restriction applies whether such solicitation or hire is direct or indirect, including through affiliated companies, recruiters, or third parties.

3. If either party breaches this provision, the breaching party shall pay to the non-breaching party liquidated damages equal to fifty percent (50%) of the individual’s total annual compensation.

4. The parties agree that this amount is a fair and reasonable estimate of damages likely to result from such breach, and not a penalty.

1. ​This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict-of-law provisions.

2. The parties agree that any legal action arising under or relating to this Agreement shall be brought exclusively in the state or federal courts located in New Jersey, and each party consents to such jurisdiction and venue.​

1. ​Neither party shall be liable for any failure or delay in performance caused by events beyond its reasonable control, including but not limited to natural disasters, labor disputes, acts of war or terrorism, power or internet failures, or third-party service interruptions.

2. Performance shall resume as soon as reasonably practicable after the event is resolved.​

1. UpCasa may assign or transfer its rights and obligations under this Agreement to an affiliate or successor entity with written notice to Client.

2. Client may not assign or transfer this Agreement, in whole or in part, without UpCasa’s prior written consent.

1. This MSA, together with any applicable Service Agreements or Order Forms executed hereunder, constitutes the entire understanding between the parties and supersedes all prior proposals, agreements, or communications, whether oral or written, relating to its subject matter.

2. No modification shall be effective unless made in writing and signed by both parties.

​End of Master Service Agreement