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This Master Services Agreement (the “MSA” or “Agreement”) sets forth the terms and conditions between OFFSITE IT LLC, (“OFFSITE IT“, “Managed Service Provider”, or “MSP”) and you (“Client”) regarding work to be performed by Be Co for Client in exchange for good and valuable consideration. By signing a Proposal offered by OFFSITE IT relating to such work, Clients acknowledge and agree that they have read this Agreement and agree to be governed by its terms and conditions.

1. SCOPE

1.1. Access to Services in Scope of Work. As set forth in this Agreement, MSP grants Client a non-exclusive non-sub licensable, non-transferable, non-assignable, revocable license for the Term of this Agreement to access and use the agreed-upon Services provided by MSP. “Services” means MSP’s information technology services, including but not limited to hosting, providing or recommending technology support, software and other products as needed. MSP provides these Services to Client as set forth in detail in the Scope of Work (“SOW”), and any subsequent changes to the SOW (“Change Orders”).. Client understands and agrees that Change Orders may incur Additional Fees for which Client is responsible.

1.2 Services are for Internal Business Purposes only. Client agrees to use the Services for its internal business purposes only and to comply with the terms and conditions of this Agreement and with all applicable policies and procedures set forth by MSP.

1.3 Action by User is an Action by Client. Client agrees that any actions by any of its employees, consultants, agents, or independent contractors (“Users”) will be deemed actions by Client and that any breach of this Agreement by Users will be deemed a breach of this Agreement by Client.

1.4 Time is of the Essence. The Parties understand and agree that timely performance is essential to this Agreement. Client agrees to keep MSP notified regarding changing information including but not limited notifying MSP promptly but no later than three (3) business days after any relevant change in Client information, including but not limited to Client contact information. Failure by Client, for any reason, to respond within three (3) business days to any inquiry by MSP may result in MSP not being able to provide Services as set forth in this Agreement, through no fault of MSP, and constitutes a material breach of this Agreement by Client.

1.5 Client responsible for Software Licenses. Client understands and agrees that it may be entering into, or is otherwise subject to, software licenses, including but not limited to open source software, and related agreements with software manufacturers and providers, or storage providers, in connection with the Services. Client must be registered with the applicable software manufacturer(s) or service providers as MSP’s customer, and be enrolled in the manufacturer’s enhancement plan(s), to the extent applicable, to ensure such software remains current. Client shall maintain current software licenses in compliance with all manufacturers’ license requirements at all times during the Term of this Agreement. Client also agrees that it has reviewed the software product(s) and/or specifications and agrees that the applications and specifications set forth in the Scopeof Work are fit for and complete to Client’s satisfaction for its business purpose.

1.6 Client responsible for Account Security. Client agrees that it is solely responsible for (i) the confidentiality and security of Client’s logins and passwords; and (ii) all activities that occur in connection with the Account, whether initiated by Client, other Users, or any third-party. Client agrees to notify MSP immediately of any unauthorized use or actual or potential breach of security of any Client’s account, access information, or systems connected in any way to the Services provided by MSP. Client agrees that MSP is not responsible or liable in any way for any losses incurred as a result of authorized or unauthorized use of Client’s logins or passwords. Client acknowledges that MSP strongly recommends:

(a) keeping access information in a secure location, taking precautions, including use of a password manager, to prevent others from accessing it, and changing it when prudent to maintain confidentiality and security;

(b) implementing and enforcing a remote-work policies that promote and maintain security.

1.7 Security Breaches Not Included in Scope. Client understands and agrees that the Services provided by MSP DO NOT include mitigating, investigating, repairing, or responding in any way to any cyber-attacks data breaches, account compromises, or any other third-party security threats (together, a “Security Breach”). Client understands and agrees that MSP is not responsible or liable for any Security Breach, or for any damages or problems arising in any way out of a Security Breach. Client agrees to obtain cyber insurance to cover any Security Breach, and acknowledges that Client and/or Client’s insurance are solely responsible in the event of any Security Breach.

2. TERM; TERMINATION

2.1. Term. This Agreement is effective from the date of the Proposal until completion of the Services, as determined by MSP in its sole discretion.

2.2. Termination by Client. Client may terminate this Agreement at any time before completion of the Services. In such a case, Client understands and agrees to pay an Early Termination Fee of $200, in addition to any and all portion of the Services that MSP has already begun undertaking, or for any equipment, including but not limited to software or hardware, that MSP has procured with the expectation of providing to Client. Client understands and agrees that MSP will not in any circumstances provide any refunds for any payments Client already has rendered.

2.3 Termination by MSP.

(a) MSP may terminate this Agreement for any reason and without penalty by giving seven (7) days notice to Client;

(b) MSP may immediately and without prior notice terminate this Agreement for cause and without penalty for any of the following reasons:

(i) Non-payment or Breach of this Agreement. MSP may terminate this Agreement if Client does not pay the Fees as set forth in this Agreement or in the Proposal, or if Client commits a breach of this Agreement, as determined by MSP in its sole discretion.

(ii) Legal Action. If Client’s use of the Services results in or is the subject of any actual or potential legal or regulatory action or threatened legal or regulatory action against MSP or any of MSP’s affiliates, vendors, partners, employees, agents, representatives, or customers.

(iii) Client nonpayment. Client agrees to pay all Fees within 21 days. After 21 days, MSP may issue a notice of termination if Client has not paid the Fees due. If a Client is 30 days overdue in its payment to MSP, MSP may either terminate the Agreement and all Services immediately or suspend all Services until Client has paid in full. In the case of a suspension or termination, MSP reserves the right to charge Client a fee for re-instating Services (“Reinstatement Fee”).3. FEES

3.1 Fees. “Service Fees” are the amount charged for a specific Service or set of Services and are set forth in the Scope of Work of the Proposal. “Fees” is a term that includes all fees set forth in this Agreement and that may be charged to Client by MSP. 3.2 Additional Services and Additional Fees. Additional Services (services provided by MSP but outside of the SOW) may be available for Additional Fees. If Client requests or if MSP recommends Additional Services, MSP will inform Client in writing ahead of performing the Additional Services of the cost of these Additional Fees, which may be a flat rate or an hourly rate. If the Additional Services are performed, MSP will bill Client for the Additional Fees. Client agrees to ask MSP if a specific Service is included in the Scope of Work if Client has questions. CLIENT ACKNOWLEDGES AND AGREES THAT ALL ADDITIONAL SERVICES ARE SUBJECT TO THE RULES AND RESTICTIONS SET FORTH AND AGREED TO BY CLIENT IN THIS AGREEMENT. Examples of Additional Services by MSP that will incur Additional Fees include but are not limited to:

i. educating users on/assisting with password management/recovery/other applications;

ii. providing support for use of personally owned or third-party-owned equipment, or older/unsupported equipment;

iii. Client re-locations, which includes moving or recentralizing services;

iv. addition/re-configuration of servers/Wi-Fi access points outside of standard business hours;

v. contingencies that arise from Client’s use of unspecified software/hardware about which MSP was not sufficiently notified ahead of time;

vi. continued support on the same or similar questions/problems as a result of Client’s failure to learn how to /troubleshoot the systems/Services;

vii. insufficient lead time (no less than seven (7) calendar days) for accommodation of significant changes, i.e. onboarding a new computer or employee;

viii. support from MSP outside of standard business hours. Standard business hours are Monday through Friday, 9 a.m. to 6 p.m. Eastern time, holidays excepted.

ix. problems that result from a Client’s failure to communicate promptly and sufficiently;

x. data recovery efforts (results are not guaranteed) in the event of a data loss event or Security Breach;

xi. any hardware provided to Client by MSP;

xii. problems or work associated with devices that cannot be monitored by Be Co’s software solutions;

xiii. technical problems related to home networks.

3.6 Authorized Contacts. Client understands and agrees that all Additional Services subject to Additional Fees must be approved in writing by an Authorized Contact in its organization. Client agrees that the named person(s)it names in the “Authorized Contacts” section of the SOW is the only person(s) authorized to request work Change Orders or Additional Services. Notwithstanding this provision, Client also agrees that it is responsible for payment to MSP for any work conducted by MSP, even if not approved by an Authorized Contact.

4. PAYMENT

4.1. Billing and Payment. MSP will bill Client for all Fees, as set forth in the SOW. Payment shall be made within 21 days of the billing.

4.2. Late Payments. Payments made to MSP later than 21 days after billing, are subject to a late fee of $200 (“Late Fee”), due immediately. In addition, all Fees (including the Late Fee) that are still unpaid more than sixty (60) days after due to MSP shall accrue interest annually until paid. Interest shall accrue at the rate equal to the maximum allowed under New York law. This interest provision shall not be construed as a grant of permission for payment delays.

5. CONFIDENTIALITY

5.1 Confidential Information. “Confidential Information” is all information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Client’s Confidential Information includes its Data (defined as all data submitted by Client’s Users to MSP in connection with the Services, including all content, material, Intellectual Property, addresses, recordings, messages, software, account information, proprietary business information, and account-related settings). MSP’s Confidential Information includes the Services (and any portion thereof), the terms and conditions of this Agreement, and any Schedules, all related Service order forms, MSP’s business and marketing plans, technology and technical information, product plans and designs, pricing information, and business processes disclosed by MSP. Confidential information does not include any information that (a) is or becomes generally known to the public without a breach of this Agreement; (b) is received from a third party without a breach of this Agreement; (c) was known to the Receiving Party prior to Disclosing Party’s disclosure; (d) was developed independently by Receiving Party. Intellectual Property means any patent, right to apply for patent, copyright and application or registration of copyright worldwide, trademark, trade name, service mark or name, brand name or logo, domain name, schematics, industrials models, inventions, know-how, trade secrets, computer software programs, and any other tangible or intangible proprietary information.

5.2 Protection of Confidential Information. Parties agree to protect information of the Disclosing Party with the same degree of care that they use to protect their own Confidential Information.

5.3 Use of Confidential Information. Notwithstanding the foregoing, MSP may use or disclose Client Data (a) as expressly permitted in writing by Client; (b) as expressly provided for in this Agreement or as necessary to carry out the Services provided for in this Agreement.

6. OWNERSHIP AND CONTROL OVER SERVICES

6.1 No Transfer of Property to Client. Unless expressly set forth in this Agreement, MSP will not transfer any Intellectual Property or other property or proprietary rights to Client. All rights, title, and interest in any Service provided to Client, including, without limitation any copyright, trade secret, or vested or potential trademark or patent right, is and will remain solely the property of MSP. All materials MSP distributes to Client in connection with the Services provided will remain the property of MSP, and will be returned to MSP at the termination of this Agreement or upon request from MSP.

6.2 MSP Retains Control of Services. Client agrees that MSP will have sole and complete control over, and reserves the right at any time to make changes to, the configuration, appearance, content, and functionality of the Services. MSP reserves the right to, at any time and without prior notice, suspend or terminate any Service for the protection of the security and integrity of the Services, or for any other business, technical, or financial considerations as determined by MSP. Client agrees that refusing MSP the ability to implement important changes may subject Client to additional security risks and may be considered a material breach of this Agreement, subject to termination.

6.3. MSP Holds License To Use Client’s Feedback. Any feedback, suggestions, testimonials, endorsements, information, or materials conveyed to MSP by Client in connection with the Services shall be considered “Feedback.” Client agrees and hereby grants to MSP a non-exclusive, perpetual, irrevocable, transferrable, royalty-free, worldwide license to use the Feedback or incorporate into the Services in any way.

7. EQUIPMENT, HARDWARE, and SOFTWARE

7.1 Equipment Compatibility. Client understands and agrees that it is responsible for and must provide all hardware, software, services, and other components necessary to access and use the Services provided by MSP.

(a) MSP makes no representations, warranties, or assurances that Client’s hardware, software, services, or other components will be compatible with any Service. When necessary or optimal, and as set forth in Section 3.2 herein, MSP reserves the right to charge Additional Fees, or to change or upgrade at Client’s expense, any equipment or software that it uses to provide the Services.

(b) Client understands and agrees that old, outdated, incompatible, or End of Life (“EoL”) devices provided by Client may pose significant security risks that MSP cannot mitigate. Client also understands that MSP may refuse to service such devices, or may implement Additional Fees to do so.

(c) Client understands and agrees that MSP is not responsible for systems that MSP cannot control (including but not limited to, for example, home routers or airport wifi networks) and that any assistance in situations involving these external factors may be considered Additional Services subject to Additional Fees.

7.2 Updates. MSP agrees to install security patches, updates, upgrades, and service packs at its sole discretion, and reserves the right, but does not have an obligation, to roll back any updates at its sole discretion.

(a) Client understands and agrees that updates may change system behavior and functionality and as such may negatively affect the Services. Client understands and agrees that MSP is not responsible or liable for service disruption or changes in functionality, performance, or security, due to updates, nor is MSP liable for incompatibilities between Client’s Data, the Services provided by MSP, and any update or change in configuration.

(b) Client agrees to allow MSP to install security patches, updates, upgrades, and service packs at MSP’s sole discretion and without prior notice to Client, and understands that denying Client this ability may be considered a material breach of this Agreement and subject to termination.

(C) Client agrees that MSP has the right to exclude from coverage or to charge Additional Fees for work related to any devices that do not permit, or from which employees remove, any software system or monitoring agents deemed advisable by of this Agreement and

agrees that MSP shall be the administrator of the password manager account.

7.3 Hardware. Client agrees to pay MSP in advance for any physical items MSP agrees to provide to Client. If payment has not been rendered, MSP may discontinue service to that device or repossess the device. Any item loaned to Client by MSP must be returned upon termination of this Agreement, or at the request of MSP, or Client shall pay full replacement value in accordance with the provisions of Section 4 of this Agreement.

8. USE OF THE SERVICES.

8.1 Internal Use Only. Client agrees that it will use the Services provided by MSP for its own internal, non-personal business. Client agrees it will not allow any third party, including but not limited to vendors and service providers, to access or use the Services.

8.2 Required Activities. Client is required to take any necessary actions that are needed to enable and facilitate MSP’s work, as determined by MSP in its sole discretion. Client’s failure to take necessary actions prescribed by MSP will be considered material breaches of this Agreement and subject it to termination. Client understands that at a minimum the following services also are mandatory:

(a) patching of all systems;

(b) implementation of MSP’s choice of managed security and backup software.

8.3 Restricted Activities. Client agrees not to:

(a) use the Services for any purpose outside the Service’s intended scope, features, or functionality;

(b) use any Service for third-party training;

(d) use any Service to design software or other materials or services with similar or competitive functionality for any purpose, including distribution to third parties;

(e) except with respect to Client’s Data, duplicate any portion of the Services, or display, distribute, publish, or otherwise disclose any Service;

(f) use any of the Services to interface with any other service or application that is outside the scope of intended use;

(g) decompile, disassemble, or otherwise reverse engineer any portion of the Services;

(h) make any modification or interface to the Service that is not specifically authorized in writing by MSP;

(i) re-sell or sub-license any portion of the Services (which re-sale or sub-license would be void);

(j) store, maintain, or use on or through the Service any “Protected Health Information” (“PHI”) as those terms are defined in the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and the rules and regulations promulgated thereunder.

8.4 Compliance with the Law. Client agrees not to use the Services where prohibited by any applicable law. Client represents and warranties that Client and its Users are not named on any government authority’s list of persons or entities prohibited from receiving exports. Client represents and warranties that it will not permit Users to access or use Services in violation of any export embargo, prohibition, or restriction.

8.5 Availability and Meetings. Client agrees to be available and responsive to MSP at all times, and to be available for meetings as MSP requires. Client further agrees that cancelling a meeting with MSP within 24 hours of the scheduled meeting will incur an Additional Fee of one hour minimum of the hourly rate set forth in the Scope of Work.

9. LIMITATION OF LIABILITY

9.1 No Warranties of Any Kind. Client understands and agrees that the Services MSP provides are “as is,” and that Client’s use of the Services provided by MSP are at Client’s sole risk. Client understands and agrees that MSP provides no warranty of any kind, whether express, implied, statutory, or any other kind, verbal or written, and provides no guarantee that Client’s problems can or will be fixed.

9.2 Limited Liability. Client understands and agrees that MSP shall not be liable or responsible for any direct, indirect, incidental, special, punitive, compensatory, or consequential damages (including but not limited to damages for lost profits, business interruption or regulatory compliance, loss of programs or information). Client further understands and agrees that MSP shall not be liable or responsible for any harm caused to Client by Client’s access to application programming interfaces or the execution or transmission of malicious code or similar occurrences, including but not limited to disabling devices, drop dead devices, time bombs, trap doors, Trojan horses, worms, viruses, malware, and any other similar mechanisms. To the extent liability is not otherwise limited herein, MSP’s liability with respect to this Agreement (whether in contract, tort, strict liability, negligence, or otherwise) is limited to an amount equal to the amount paid by Client under this Agreement during the twelve (12) months prior to the date of the alleged liability.

9.2 Third-Party Services. From time to time MSP may link to or offer or recommend third-party services. Any purchase, enabling, or engagement of third-party services, including but not limited to customization, implementation, consulting, and any Data-exchange, is solely between Client and the third-party service provider. Client understands and agrees that MSP does not warrant, endorse, or support third-party services and is not responsible or liable for any services provided by a third party, nor is MSP liable or responsible for any losses as a result of Client’s use of third-party services, whether or not MSP recommended such third-party services

10. INDEMNIFICATION

Client agrees to defend, indemnify, save and hold MSP harmless from any and all demands, liabilities, losses, costs, and claims, including reasonable attorney’ fees, asserted against MSP that may arise or result from Client’s use of the Services. Client’s breach of this Agreement, or Client’s negligence or willful misconduct.

11. NOTICE

Client and MSP agree that where notice is to be provided, they shall use the email addresses provided in the Proposal, unless otherwise agreed to in writing.

12. MISCELLANEOUS

12.1 MSP may use Subcontractors. MSP may enter into subcontracts for the performance of certain of the Services under this Agreement, provided that MSP remains responsible for the acts or omissions of the subcontractors as if the subcontracted services had been performed by MSP.

12.2 Promotions. Client agrees that MSP may describe or identify Client and the general Services provided to Client for use in MSP’s promotional materials or website.

12.3 No Joint Venture. This Agreement does not create, is not intended to create, nor shall it be construed to create any joint venture, ownership, partnership, employment, or fiduciary relationship between MSP and Client.

12.4 Force Majeure. Except for monetary obligations, neither Party shall be liable to the other for failure or delay in the performance of required obligations hereunder if such inability or delay is caused by reason of Force Majeure Event. A “Force Majeure Event” is any cause beyond a Party’s reasonable control or anticipation, including without limitation, acts of war, acts of God, terrorism, earthquakes, hurricanes, flood, fire or other casualty, embargo, riot, sabotage, labor shortage or dispute, governmental acts, laws, or regulations, insurrections, epidemics, quarantines, inability to procure materials or transportation, failure of power, condemnation, acts of third parties, failure of the Internet, or other reason that is beyond a Party’s reasonable control.

12.5 Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of New York. Each Party unconditionally consents to the exclusive jurisdiction of the State of New York, County of New York.

12.6 Amendment. This Agreement may be amended or modified only if made in writing and signed by both Parties.

12.7 No Assignment. Neither Party may assign or transfer this Agreement without the prior written consent of the other Party, which may be withheld in the Party’s sole discretion.

12.8 Severability. If any provision of this Agreement is held invalid, the provision shall be ineffective only to the extent of such invalidity, and the remaining provisions shall continue to be valid and enforceable.

12.9 Waiver. No waiver by either Party of any breach of this Agreement shall be deemed to waive any other breach. No acceptance of payment or performance after a breach will be deemed a waiver of the breach. No failure or delay in exercising a Party’s right upon the other Party’s default shall prevent the Party from exercising its rights as a consequence of the default.

12.10 Entire Agreement. Client acknowledges that they have read this Agreement, understands it, and agrees to be bound by its terms, and further agrees that this Agreement, the Proposal, and any Change Orders, constitute the entire Agreement between the Parties for provision of Services, and supersedes all prior agreements and understandings, both written and oral, between the Parties.

12.11 Survival. All payment obligations incurred prior to the date of termination, and any Sections relating to intellectual property ownership, representations, warranties, limitations of liability, indemnity, and confidentiality of this Agreement shall survive any expiration or termination of this Agreement.

12.12 Counterparts. This Agreement may be executed in two or more counterparts, including by facsimile or email copy, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

12.13 Attorney Fees. If any action or proceeding relating to this Agreement or the enforcement of any provision of this Agreement is brought against any party hereto, the prevailing party shall be entitled to recover reasonable attorney’s fees, costs and disbursements (in addition to any other relief to which the prevailing party may be entitled).

12.14 Binding Effect. This Agreement is binding upon and inures to the benefit of the Parties and their respective heirs, representatives, successors, and assigns.

MASTER SERVICES AGREEMENT

This Master Services Agreement (the “MSA” or “Agreement”) sets forth the terms and conditions between Data Asset Management IT, LLC, DBA Be Co, (“Be Co“, “Managed Service Provider”, or “MSP”) and you (“Client”) regarding work to be performed by Be Co for Client in exchange for good and valuable consideration. By signing a Proposal offered by Be Co relating to such work, Clients acknowledge and agree that they have read this Agreement and agree to be governed by its terms and conditions.