Revive PC, LLC - Master Service Agreement (MSA)

Effective Date: 1/1/2025
Location: Orlando, Florida, United States

1. ADVISORY SERVICES DISCLAIMER AND RELEASE

1.1 Advisory Nature of Services:
Revive PC, LLC ("Revive PC") provides cybersecurity services that are advisory in nature. Recommendations regarding cybersecurity best practices, infrastructure improvements, and compliance requirements are professional opinions based on available information at the time.

1.2 Non-Acceptance of Recommendations:
Revive PC is not liable for damages resulting from the Client's decision to delay, partially implement, modify, or not implement any recommendations. Client assumes all associated risks.

1.3 Global Operations Acknowledgement:
All services are deemed to be provided from Florida, and this Agreement is governed by Florida law, regardless of the Client’s operations worldwide.

1.4 Global Release of Claims for Advisory Services:
Client releases Revive PC from any claims or liabilities arising from the advisory nature of recommendations, provided Revive PC acts with the agreed standard of care.

1.5 Permission and Access to Systems:
Client agrees to grant Revive PC, LLC the necessary access, credentials, and permissions required to perform the advisory services. Client represents and warrants that such access is legally authorized and does not violate any third-party rights or agreements. Revive PC shall not be held liable for any inability to perform services or delays resulting from insufficient or restricted access provided by the Client.

2. LIMITATION OF LIABILITY

2.1 Direct Damages Cap:
Liability is capped at the greater of (i) fees paid in the prior six (6) months for the specific service or (ii) applicable insurance proceeds.

2.2 Florida Comparative Fault Provision:
Liability is assessed based on comparative fault per Florida Statute § 768.81.

2.3 Exclusion of Indirect Damages:
Neither party is liable for indirect, incidental, special, or consequential damages, even if advised of the possibility.

2.4 Global Application:
Liability limits apply globally, irrespective of where services are delivered or data is stored.

2.5 Exceptions:
Limits do not apply to gross negligence, willful misconduct, indemnification obligations, payment obligations, or damages prohibited from limitation under Florida law.

3. INDEMNIFICATION

3.1 Revive PC’s Indemnification:
Revive PC shall defend, indemnify, and hold harmless Client from and against third-party claims alleging:
(a) that Revive PC’s services infringe a third-party intellectual property right;
(b) bodily injury, death, or damage to tangible property directly caused by Revive PC’s gross negligence or willful misconduct while physically present on Client’s premises;
(c) Revive PC’s material breach of its data security obligations under this Agreement.
Such indemnification by Revive PC shall be limited to direct damages only and shall not include reimbursement of any legal fees, court costs, or other expenses incurred by Client unless expressly agreed to in a separate written agreement.

3.2 Client’s Indemnification:
Client shall defend, indemnify, and hold harmless Revive PC, its officers, employees, and affiliates from and against any and all claims, actions, demands, losses, liabilities, fines, penalties, settlements, costs, and expenses (including reasonable attorneys’ fees) arising from:
(a) Client’s violation of applicable law or third-party rights through the use of services;
(b) Client’s failure to implement, delay in implementing, or modification of Revive PC’s cybersecurity recommendations;
(c) any claim that Client’s data, systems, or actions infringe, misappropriate, or violate a third party’s rights;
(d) any breach of Client’s obligations, representations, or warranties under this Agreement.
Client’s indemnification obligations shall expressly include all legal fees, expert fees, court costs, settlement payments, and related expenses incurred by Revive PC.

3.3 Indemnification Procedure:
The indemnified party shall:
(i) promptly notify the indemnifying party in writing of any claim subject to indemnification;
(ii) allow the indemnifying party sole control over the defense and settlement of such claim (provided any settlement must fully release the indemnified party without imposing obligations on it); and
(iii) reasonably cooperate, at the indemnifying party’s expense, in the defense and settlement of the claim.
Each party shall bear its own legal costs unless otherwise specifically agreed in writing.

4. CLIENT ACKNOWLEDGMENTS AND RESPONSIBILITY

4.1 Acknowledgment of Risk:
Absolute security cannot be guaranteed.

4.2 Security Responsibilities:
Client must promptly implement recommendations, train personnel, report incidents, test security measures, and maintain backups.

4.3 Security Decision Authority:
Client retains authority over which recommendations to implement and assumes related risks.

4.4 Worldwide Compliance Responsibility:
Client is solely responsible for complying with global laws and regulations.

5. REVIVE PC’S SERVICES

5.1 Scope of Services:
Defined in the "Managed Security Services Provider" Scope of Work ("SOW") dated 1/1/2025. [Ask for copy]

5.2 Standard of Care:
Services are performed professionally and to industry standards.

5.3 Changes to Services:
Service changes must be agreed to in writing.

5.4 Payment Terms:
Services are billed monthly and are payable in advance. The agreement carries a one-year overall term. Any intent to terminate or modify the term must be communicated in writing at least thirty (30) days prior to the renewal date.

6. SPECIFIC FLORIDA COMPLIANCE PROVISIONS

6.1 Florida Information Protection Act (FIPA) Compliance:
Breach notifications handled per Florida Statute § 501.171.

6.2 Florida Deceptive and Unfair Trade Practices Act:
Nothing waives Client’s rights under Florida law.

6.3 Statute of Limitations:
Claims must be filed within two (2) years or as governed by applicable Florida law.

7. THIRD-PARTY SERVICES AND TECHNOLOGIES

7.1 Third-Party Products:
Revive PC is not liable for performance issues with third-party products except where it fails to exercise reasonable care.

7.2 Force Majeure (Including Hurricanes):
Neither party is liable for events outside of their control, including Florida-specific natural disasters.

8. DISPUTE RESOLUTION AND GOVERNING LAW

8.1 Florida Governing Law:
This Agreement is governed by Florida law.

8.2 Venue and Jurisdiction:
Disputes must be brought exclusively in courts located in Orange County, Florida.

8.3 Alternative Dispute Resolution:
Mediation in Orlando, Florida is required prior to litigation.

8.4 Global Enforcement:
Florida court judgments may be enforced worldwide.

9. REVIVE PC PROPRIETARY INFORMATION

9.1 Ownership of Materials:
Materials provided are Revive PC’s confidential property.

9.2 Limited License:
Client may use materials internally for implementing services.

9.3 Non-Transferability:
Recommendations are specific to Client and not transferable.

10. CONFIDENTIALITY

10.1 Definition:
Confidential Information is non-public, sensitive information shared between the parties.

10.2 Obligations:
Each party must protect the other's Confidential Information with reasonable care.

10.3 Exclusions:
Confidentiality does not cover public domain, prior known information, or independently developed information.

10.4 Survival:
Confidentiality obligations survive five (5) years post-termination.

11. ILLEGAL CLIENT ACTIVITY DISCLAIMER

11.1 No Liability for Client Conduct:
Revive PC is not responsible for illegal activities by the Client.

11.2 Client Responsibility:
Client must use services legally.

11.3 Client Indemnity:
Client indemnifies Revive PC against claims arising from Client’s illegal use of services.

12. COMPLIANCE LIMITATIONS

12.1 No Compliance Guarantee:
Revive PC does not guarantee compliance certifications.

12.2 Third-Party Audit Responsibility:
Client remains responsible for passing audits and obtaining certifications.

13. TERMS ACCEPTANCE AND SIGNATURE

This Agreement becomes effective upon acceptance via digital signature, order placement, or commencement of services. Each party represents that the individual signing has authority to bind their organization.

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Revive PC, LLC
Orlando, Florida, United States