Master Terms and Conditions

This Master Services Agreement (“Agreement”) governs the services, technology solutions, products, support, subscriptions, and related work provided by Black Rock Technologies LLC, an Ann Arbor, Michigan limited liability company (“Black Rock Technologies,” “BRT,” “we,” “us,” or “our”), to the customer identified in an applicable Service Order (“Customer,” “you,” or “your”).

By signing a Service Order, accepting a quote, approving services, purchasing products, accessing BRT-managed systems, or otherwise receiving services from BRT, you agree to this Agreement.

1. Agreement Structure

1.1 Master Terms

These terms are intended to serve as BRT’s master online terms for managed services, professional services, cybersecurity services, technology procurement, cloud administration, backup monitoring, project work, consulting, hardware, software, subscriptions, and related technology services.

1.2 Service Orders

The specific services, fees, term, locations, users, devices, subscriptions, service levels, and other commercial details will be described in one or more written service orders, quotes, order forms, statements of work, municipal approvals, purchase orders accepted by BRT, or other written ordering documents that reference or are governed by this Agreement, each a “Service Order.”

A Service Order is incorporated into this Agreement. If there is a conflict between this Agreement and a Service Order, the Service Order will control only for the specific commercial or service details expressly addressed in that Service Order. These master terms will control all other matters unless the Service Order expressly states that it is amending a specific section of this Agreement.

1.3 Services Outside a Service Order

From time to time, you may request work that is not specifically included in a Service Order. If BRT agrees to perform that work, it will be governed by this Agreement and billed at the applicable rates communicated by BRT or otherwise approved by you in writing.

1.4 Non-Exclusive Services

BRT may provide the same or similar services, tools, processes, templates, deliverables, recommendations, and technology solutions to other customers. Nothing in this Agreement creates an exclusive relationship.

2. Definitions

For purposes of this Agreement:

“Affiliate” means an entity that controls, is controlled by, or is under common control with a party.

“Authorized Contact” means a person designated by you to approve work, submit requests, provide instructions, receive notices, or make decisions on your behalf.

“BRT Tools” means BRT-owned or BRT-licensed software, scripts, agents, templates, documentation, methods, processes, automations, monitoring tools, management tools, security tools, deployment tools, checklists, configurations, know-how, and other materials used to provide services.

“Business Hours” means Monday through Friday, 9:00 a.m. to 5:00 p.m. Eastern Time, excluding United States federal holidays, unless a Service Order states otherwise.

“Customer Data” means data, records, files, content, credentials, configurations, logs, communications, and information provided by you or accessed by BRT in connection with the services.

“Deliverables” means reports, documentation, configurations, diagrams, scripts, written materials, project outputs, or other work product that BRT provides to you as part of the services.

“Emergency Request” means a request involving a material and immediate risk to your operations, data, systems, or security, including suspected cybersecurity incidents, significant outages, material data loss, or critical hardware or infrastructure failures.

“Restricted Holiday Window” has the meaning given in Section 19.

“Service Request” means a request for support, maintenance, troubleshooting, administration, consulting, project work, change assistance, procurement assistance, or any other service requested by you or performed by BRT on your behalf.

“Third-Party Products” means hardware, software, subscriptions, cloud services, telecommunications services, internet services, licenses, warranties, peripherals, appliances, tools, platforms, and services provided by manufacturers, publishers, vendors, carriers, distributors, cloud providers, or other third parties.

3. Services

3.1 Scope of Services

BRT will provide the services described in the applicable Service Order. Services may include managed IT services, co-managed IT services, help desk support, remote and onsite support, cybersecurity services, managed detection and response coordination, endpoint management, patching, backup monitoring, Microsoft 365 or Google Workspace administration, network administration, vendor coordination, technology consulting, procurement assistance, project services, cloud services, and related technology services.

3.2 Service Standards

BRT will perform services in a professional and workmanlike manner using commercially reasonable efforts, technical judgment, and industry-informed practices appropriate to the nature of the services. BRT does not guarantee that every issue can be resolved, that systems will be uninterrupted, that all threats will be prevented, or that all data can be recovered.

3.3 Service Requests

Unless otherwise stated in a Service Order, all Service Requests must be submitted through BRT’s designated help desk channel, currently:

support@black-rock.tech

Requests submitted outside the designated help desk process may not qualify for response-time commitments, service credits, or tracking under the applicable Service Order.

3.4 Prioritization

BRT may classify and prioritize Service Requests based on severity, business impact, affected users, security risk, urgency, available information, and technical complexity. Final priority classification will be determined by BRT using reasonable technical judgment.

3.5 Response Times

Any response-time commitments apply only if expressly stated in a Service Order. Unless a Service Order states otherwise, response times measure the period between BRT’s receipt of a properly submitted Service Request through the designated help desk channel and the time BRT begins work, triage, investigation, communication, or coordination on that request.

Response-time commitments are not resolution guarantees. Resolution depends on factors that may include the nature of the issue, vendor involvement, hardware availability, third-party service availability, customer responsiveness, internet connectivity, security conditions, backup integrity, and the condition of affected systems.

3.6 Exclusions from Response-Time Commitments

Unless a Service Order states otherwise, response-time commitments do not apply to:

1. Requests submitted outside the designated help desk process;
2. Requests submitted outside Business Hours;
3. User additions, moves, changes, device changes, configuration changes, or network changes;
4. Issues caused by unsupported, outdated, unlicensed, unauthorized, or non-standard hardware or software;
5. Issues caused by your failure to follow BRT recommendations;
6. Issues caused by changes made by you or a third party;
7. User-initiated malware, phishing, credential compromise, or security events;
8. Third-party outages, carrier issues, vendor delays, manufacturer defects, or cloud-platform issues;
9. Procurement, sourcing, quoting, or product availability issues;
10. Hardware or software that is out of warranty, out of support, end-of-life, or not under maintenance;
11. Force majeure events;
12. Emergency, after-hours, holiday, project, or out-of-scope work unless expressly included in a Service Order.

4. Customer Responsibilities

4.1 Access and Cooperation

You will provide BRT with timely access to systems, premises, users, devices, credentials, documentation, vendor accounts, administrative portals, and information reasonably needed to provide the services. You will cooperate with BRT’s troubleshooting, scheduling, security, onboarding, offboarding, and remediation efforts.

If access delays, missing information, unavailable contacts, third-party restrictions, or customer-side issues increase the time required to provide services, BRT may treat the additional time as billable.

4.2 Authorized Contacts

You will designate one or more Authorized Contacts. BRT may rely on instructions, approvals, requests, access grants, and decisions provided by Authorized Contacts.

For critical or high-priority incidents, you agree to centralize communications through your designated contacts so BRT can focus on restoring service rather than responding to duplicative communications.

4.3 Customer Systems and Standards

You are responsible for maintaining supported, licensed, and reasonably current systems, hardware, software, subscriptions, internet service, warranties, and vendor support. BRT may decline to support, or may charge separately for supporting, systems that are unsupported, obsolete, unlicensed, insecure, misconfigured, out of warranty, or inconsistent with BRT’s reasonable technical recommendations.

4.4 Security Responsibilities

You remain responsible for your own business operations, governance, user behavior, cybersecurity posture, internal policies, access decisions, data classification, insurance requirements, regulatory obligations, and acceptance of risk.

BRT’s services reduce certain risks but do not eliminate all cybersecurity, privacy, operational, hardware, software, or data-loss risks. No technology provider can guarantee complete prevention of unauthorized access, ransomware, malware, phishing, social engineering, data loss, downtime, or system failure.

4.5 Backups and Data Protection

Unless a Service Order expressly states otherwise, BRT’s backup-related services are limited to the backup monitoring, administration, troubleshooting, testing, reporting, or advisory services described in the Service Order.

You are responsible for selecting appropriate backup scope, retention periods, recovery objectives, cloud storage capacity, local storage capacity, business continuity requirements, and disaster recovery priorities. Backup and recovery outcomes may depend on vendor platforms, licensing, connectivity, storage health, credentials, system state, retention settings, user actions, and other factors outside BRT’s control.

BRT does not guarantee that every file, system, mailbox, database, device, or cloud service is backed up unless expressly stated in a Service Order.

4.6 Legal and Regulatory Compliance

You are responsible for determining which laws, regulations, ordinances, insurance requirements, record retention rules, security frameworks, public records laws, procurement rules, and industry-specific obligations apply to you.

BRT may provide advice, technical assistance, reporting, or compliance support, but BRT does not guarantee that you will achieve or maintain compliance with any law, regulation, framework, insurance requirement, audit requirement, or contractual obligation unless expressly stated in a Service Order.

5. Fees, Payment, and Billing

5.1 Fees

You agree to pay all fees, charges, expenses, subscriptions, product costs, taxes, and other amounts described in the applicable Service Order or otherwise approved by you in writing.

5.2 Invoicing and Payment

Unless a Service Order states otherwise, recurring services are billed in advance and are due according to the payment terms stated on the invoice. Project work, hourly work, products, subscriptions, and out-of-scope work may be billed in advance, upon order, upon delivery, upon milestone, monthly, or as otherwise stated by BRT.

5.3 Late Payments

Undisputed amounts not paid when due may accrue late charges at the lesser of 1.5% per month or the maximum rate permitted by law. BRT may also recover reasonable collection costs, attorney fees, court costs, filing fees, and other expenses incurred in collecting overdue amounts.

5.4 Invoice Disputes

You must notify BRT in writing of any invoice dispute within thirty (30) days after receipt of the invoice. The notice must identify the disputed amount and explain the basis for the dispute. Undisputed portions of an invoice remain due and payable.

If you do not dispute an invoice within the required period, the invoice will be deemed accepted, subject to applicable law.

5.5 Suspension for Nonpayment

If undisputed amounts remain unpaid after written notice and a reasonable opportunity to cure, BRT may suspend some or all services until payment is received. BRT may continue providing emergency services at its discretion but is not required to do so. Reconnection, reactivation, or remediation following suspension may be billable.

5.6 Taxes

You are responsible for all sales, use, excise, gross receipts, personal property, communications, regulatory, tariff, and similar taxes, fees, assessments, and charges related to the services or Third-Party Products, other than taxes based on BRT’s net income.

5.7 Expenses

You agree to reimburse reasonable expenses incurred in connection with the services, including shipping, delivery, travel, lodging, parking, tolls, expedited freight, emergency procurement, disposal, and other out-of-pocket costs, unless a Service Order states otherwise.

5.8 Fee Adjustments

Unless a Service Order states otherwise, BRT may adjust recurring fees, hourly rates, product prices, subscription charges, and service charges periodically upon written notice. Adjustments may be based on inflation, labor costs, vendor increases, licensing changes, changes in your environment, increased usage, expanded scope, tool cost increases, or other commercially reasonable factors.

Third-Party Product price increases, vendor licensing changes, taxes, tariffs, and pass-through costs may be applied when they take effect.

6. Third-Party Products and Vendors

6.1 Third-Party Terms

Third-Party Products are provided by their respective vendors and may be subject to separate license agreements, acceptable use policies, warranties, support terms, privacy terms, service levels, subscription terms, and other third-party terms.

By purchasing, using, or authorizing BRT to procure or administer Third-Party Products, you agree to comply with the applicable vendor terms.

6.2 Vendor Warranties

BRT does not manufacture Third-Party Products and does not provide independent warranties for them. Manufacturer, publisher, distributor, carrier, or cloud-provider warranties, if any, are provided by the applicable third party.

BRT may assist with warranty claims, vendor support, or escalation as part of the services, but vendor decisions, response times, replacement timelines, product availability, and warranty outcomes are outside BRT’s control.

6.3 Third-Party Outages and Failures

BRT is not responsible for outages, defects, vulnerabilities, data loss, service interruptions, licensing changes, vendor price increases, discontinued products, end-of-life announcements, support delays, or other issues caused by Third-Party Products or third-party providers.

6.4 Procurement Assistance

If BRT assists with product selection, procurement, quoting, licensing, renewal, or vendor coordination, you remain responsible for approving purchases, reviewing licensing requirements, confirming quantities, and ensuring that products meet your business, legal, regulatory, insurance, and operational needs.

7. Hardware, Loaned Equipment, and BRT-Owned Equipment

7.1 Ownership

Unless a Service Order or paid invoice expressly states that ownership transfers to you, all BRT-provided equipment, appliances, devices, tools, monitoring systems, loaners, or hardware remain the property of BRT or its suppliers.

7.2 Customer Care of Equipment

You will use BRT-owned equipment only for its intended business purpose, keep it at approved locations, protect it from damage, loss, theft, misuse, unauthorized access, and environmental harm, and not modify, relocate, sell, pledge, transfer, or dispose of it without BRT’s written approval.

7.3 Risk of Loss

You are responsible for loss, theft, destruction, or damage to BRT-owned equipment while it is in your possession or control, except for ordinary wear and tear. BRT may invoice you for repair or replacement costs.

7.4 Removal After Termination

Upon expiration or termination of services, you will provide BRT reasonable access to remove BRT-owned equipment, software, agents, tools, and systems. If you do not provide access, or if equipment is missing or damaged, BRT may invoice you for replacement value, removal costs, and related expenses.

8. BYOD and Personal Devices

If you ask BRT to support, secure, configure, monitor, enroll, or access personally owned, employee-owned, contractor-owned, leased, or third-party-controlled devices, you represent that you have obtained all permissions required for BRT to perform the requested services.

You are responsible for notifying device users of any monitoring, management, remote access, security software, mobile device management, data collection, or remote wipe capabilities that may apply.

BRT is not responsible for personal data, personal applications, personal accounts, or non-business content on BYOD devices.

9. Monitoring, Security Tools, and Remote Access

9.1 Monitoring and Telemetry

BRT services may include remote monitoring, endpoint management, security telemetry, log collection, alerting, vulnerability information, system health data, software inventory, hardware inventory, backup status, network status, and other diagnostic information.

You authorize BRT to collect, process, review, and use this information for service delivery, security, troubleshooting, reporting, quality improvement, and operational purposes.

9.2 Remote Access

BRT may use remote access tools to provide support, maintenance, administration, investigation, or remediation. You authorize BRT to access covered systems as reasonably necessary to provide services.

9.3 Recording and Quality Assurance

BRT may record or retain service communications, tickets, notes, remote-session metadata, call records, chat records, and other service-related information for quality assurance, training, legal, security, and operational purposes. You are responsible for providing notices or obtaining consents required by applicable law.

10. Confidentiality

10.1 Confidential Information

Each party may receive non-public business, technical, financial, operational, security, customer, employee, or proprietary information from the other party. This information is “Confidential Information” if it is marked confidential or if a reasonable person would understand it to be confidential based on the nature of the information or the circumstances of disclosure.

Customer Data is your Confidential Information. BRT Tools, pricing, methods, templates, internal processes, security procedures, service documentation, and non-public technical materials are BRT’s Confidential Information.

10.2 Use and Protection

The receiving party will use Confidential Information only as necessary to perform or receive services, administer the relationship, comply with law, or exercise rights under this Agreement. The receiving party will use reasonable safeguards to protect Confidential Information from unauthorized access, use, or disclosure.

10.3 Exclusions

Confidential Information does not include information that the receiving party can show:

1. Is or becomes publicly available without breach of this Agreement;
2. Was already known without restriction before disclosure;
3. Was independently developed without use of the disclosing party’s Confidential Information; or
4. Was lawfully received from a third party without a duty of confidentiality.

10.4 Required Disclosure

A party may disclose Confidential Information if required by law, subpoena, court order, public records request, governmental request, or similar legal process, provided that the receiving party gives notice to the disclosing party when legally permitted and reasonably cooperates with efforts to limit disclosure.

10.5 Public Records

If you are a public-sector entity, municipality, authority, district, or other governmental body, nothing in this Agreement requires you to violate applicable public records, open meetings, procurement, or transparency laws. The parties will work in good faith to protect legally exempt confidential, security-sensitive, proprietary, or trade secret information.

10.6 Return or Destruction

Upon reasonable request, the receiving party will return or destroy Confidential Information, except that it may retain copies required for legal, archival, backup, security, audit, insurance, or compliance purposes, subject to continued confidentiality obligations.

11. Customer Data

11.1 Ownership

You retain ownership of Customer Data. BRT does not acquire ownership of Customer Data by providing services.

11.2 Customer Responsibility for Data

You are responsible for the accuracy, quality, legality, integrity, classification, retention, and right to use Customer Data. You are also responsible for determining what Customer Data should be backed up, migrated, retained, deleted, encrypted, archived, or restricted.

11.3 Use of Customer Data

BRT may access and use Customer Data as needed to provide services, administer systems, troubleshoot issues, comply with law, protect systems, investigate security events, and perform this Agreement.

12. Intellectual Property

12.1 Pre-Existing Materials

Each party retains ownership of its pre-existing intellectual property, tools, methods, software, materials, trade secrets, templates, documentation, and know-how.

12.2 BRT Tools and Methods

BRT retains all rights in BRT Tools, including tools, scripts, automations, procedures, templates, configurations, dashboards, documentation, training materials, processes, methods, know-how, software, security workflows, and technical approaches used or developed in connection with the services.

Nothing in this Agreement transfers ownership of BRT Tools to you.

12.3 Deliverables

Unless a Service Order expressly states otherwise, Deliverables provided to you are licensed, not sold. Subject to payment of applicable fees, BRT grants you a limited, non-exclusive, non-transferable license to use Deliverables internally for your business operations.

You may not resell, publish, distribute, reverse engineer, commercialize, or provide Deliverables to third parties except as necessary for your internal business purposes or as required by law.

12.4 Customer-Owned Materials

You retain ownership of materials, data, trademarks, content, policies, records, and other information you provide to BRT. You grant BRT a limited right to use those materials as needed to provide services.

12.5 Feedback

If you provide suggestions, ideas, improvements, or feedback about BRT services, BRT may use them without restriction or obligation.

13. Warranties and Disclaimers

13.1 Workmanship Warranty

BRT warrants that services will be performed in a professional and workmanlike manner. You must notify BRT in writing of any alleged deficiency within thirty (30) days after the work is completed. BRT’s sole obligation, and your sole remedy, is for BRT to use commercially reasonable efforts to re-perform the deficient service.

13.2 Exclusions

The workmanship warranty does not apply to issues caused by misuse, negligence, unauthorized changes, unsupported systems, third-party products, vendor failures, customer instructions, failure to follow BRT recommendations, cyber incidents, hardware failures, environmental conditions, power issues, internet outages, or other causes outside BRT’s reasonable control.

13.3 No Implied Warranties

Except as expressly stated in this Agreement, BRT disclaims all warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted service, error-free operation, data recovery, security outcomes, cost savings, business results, regulatory compliance, and compatibility.

13.4 No Security Guarantee

BRT does not guarantee that any system, network, account, user, device, application, backup, or environment will be free from vulnerabilities, compromise, ransomware, malware, unauthorized access, data loss, downtime, or cyber incidents.

13.5 No Compliance Guarantee

BRT does not guarantee that services will satisfy any legal, regulatory, audit, cyber insurance, grant, procurement, retention, CJIS, HIPAA, PCI, CMMC, FTC Safeguards, NIST, CIS, or other framework requirement unless expressly stated in a Service Order.

14. Limitation of Liability

14.1 Excluded Damages

To the maximum extent permitted by law, BRT will not be liable for indirect, incidental, special, consequential, exemplary, enhanced, or punitive damages, or for lost profits, lost revenue, loss of goodwill, business interruption, loss of data, data corruption, cost of substitute services, reputational harm, loss of business opportunity, or downtime, whether arising in contract, tort, negligence, strict liability, warranty, statute, or otherwise.

14.2 Liability Cap

To the maximum extent permitted by law, BRT’s total aggregate liability arising out of or relating to this Agreement, any Service Order, the services, Third-Party Products, cybersecurity incidents, hardware failures, software failures, or any related claim will not exceed the fees paid by you to BRT for the affected service during the three (3) months immediately preceding the event giving rise to the claim.

Amounts paid for Third-Party Products, taxes, pass-through costs, shipping, and reimbursed expenses are excluded from the calculation of the liability cap.

14.3 Cybersecurity and Hardware Risks

BRT is not liable for damages arising from cybersecurity incidents, unauthorized access, credential compromise, ransomware, malware, phishing, social engineering, data theft, data alteration, data loss, system outages, hardware failures, software failures, or third-party failures, except to the extent directly caused by BRT’s gross negligence or willful misconduct.

14.4 Essential Basis

The limitations in this section are a material part of the bargain between the parties and apply even if a limited remedy fails of its essential purpose.

14.5 Exceptions

Nothing in this Agreement limits liability to the extent such limitation is prohibited by applicable law.

15. Indemnification

15.1 Customer Indemnity

To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless BRT, its owners, officers, employees, contractors, agents, and representatives from claims, damages, liabilities, losses, costs, and expenses, including reasonable attorney fees, arising out of or related to:

1. Your business operations;
2. Customer Data or materials you provide;
3. Your violation of law or third-party rights;
4. Your breach of vendor terms, software licenses, or acceptable use policies;
5. Your misuse of services or Third-Party Products;
6. Instructions, approvals, or specifications provided by you;
7. Cybersecurity incidents, hardware failures, or data loss not directly caused by BRT’s gross negligence or willful misconduct;
8. Claims by your employees, contractors, users, customers, residents, vendors, or other third parties relating to your systems, data, or operations.

15.2 Indemnity Procedure

The indemnified party will provide reasonably prompt notice of the claim, allow the indemnifying party to control the defense and settlement, and reasonably cooperate. The indemnifying party may not settle a claim in a way that admits fault by the indemnified party or imposes non-monetary obligations without the indemnified party’s prior written consent.

15.3 Public-Sector Limitation

If you are a public-sector entity, this section applies only to the extent permitted by applicable law.

16. Term and Termination

16.1 Term

This Agreement begins when you first accept a Service Order, approve services, or receive services from BRT and continues until terminated. Each Service Order will continue for its stated term.

16.2 Termination

Whenever either of the parties determines that Termination of this Agreement is in such party’s best interest, then the Agreement may be terminated by providing ninety (90) days written notice to the other party. All Termination requests must be made in writing to: invoices@black-rock.tech.  If the Client elects to terminate the Agreement with less than ninety (90) days written notice, the Client shall be liable to pay Black Rock Tech an early termination fee equivalent to the balance of the fees that would have been payable by the Client for the remainder of the 90-day notice period. This clause is designed to ensure that Black Rock Tech is compensated for potential losses due to a shorter notice period while providing an option for the Client to exit the Agreement early, under specific financial conditions.

16.3 Financed Hardware and Pre-Payments

If you terminate a Service Order before the end of its committed term for any reason other than BRT’s uncured material breach, you agree to pay all fees that would have become due for the remainder of the committed term for financed hardware, together with all unpaid fees, product costs, subscription commitments, expenses, and other amounts owed.

Except as otherwise expressly provided in an applicable Service Order or required by applicable law, all fees paid or prepaid by Customer are non-refundable.

If Customer prepays for Services on a quarterly, annual, multi-year, or other prepaid basis and subsequently terminates the applicable Service Order for convenience prior to the end of the prepaid service period, Customer will not be entitled to a refund, credit, or reimbursement for any unused portion of the prepaid fees.

Any discount provided in consideration of advance payment or a longer-term commitment is conditioned upon Customer completing the applicable commitment period. If Customer terminates early and applicable law requires Black Rock Technologies to provide a refund or credit, Black Rock Technologies may first recalculate the fees for Services already provided using the standard, non-discounted rates that would otherwise have applied, and any required refund or credit will be calculated after such adjustment.

This Section does not limit any refund or credit expressly required under an applicable Service Order, resulting from Black Rock Technologies’ uncured material breach, or otherwise required by applicable law. The parties agree that early termination damages are difficult to calculate and that this amount is a reasonable estimate of BRT’s loss and not a penalty.

16.4 Termination for Nonpayment

BRT may suspend or terminate services if undisputed amounts remain unpaid after written notice and a reasonable opportunity to cure.

16.5 Effect of Termination

Upon termination or expiration:

1. You must pay all amounts owed;
2. BRT may stop providing services;
3. You must provide access for removal of BRT-owned equipment, software, tools, and agents;
4. Each party must return or destroy Confidential Information as required by this Agreement;
5. BRT may provide transition assistance at its then-current rates if requested and accepted;
6. Third-party subscriptions may continue to be governed by vendor terms and may not be cancellable or refundable.

16.6 Survival

Provisions that by their nature should survive termination will survive, including payment obligations, confidentiality, intellectual property, warranties and disclaimers, limitation of liability, indemnification, dispute resolution, governing law, and all accrued rights and obligations.

17. Change Requests

You may request changes to services, scope, users, devices, locations, licensing, deliverables, timelines, or responsibilities. BRT is not required to perform changed or additional work unless approved in writing.

BRT may treat changed or additional work as billable if it is outside the applicable Service Order, caused by changed circumstances, requested by you, required due to customer-side issues, or necessary because of third-party changes.

18. Emergency, After-Hours, and Out-of-Scope Work

BRT may provide emergency, after-hours, weekend, holiday, or out-of-scope work at its discretion and subject to availability. Such work may be billed separately unless expressly included in a Service Order.

BRT may require written approval before beginning billable work. If immediate action is reasonably necessary to protect systems, reduce damage, preserve data, respond to a cyber incident, or restore critical operations, BRT may proceed in good faith and notify you as soon as practicable.

19. Holiday and Restricted Maintenance Windows

BRT will not schedule planned maintenance, planned outages, disruptive project work, system migrations, major configuration changes, cutovers, upgrades, or other work that could reasonably interrupt, degrade, or materially affect Customer operations during a Restricted Holiday Window, unless expressly approved in writing by both Customer and BRT.

Restricted Holiday Windows include:

1. Any United States federal holiday;
2. The business day immediately before and the business day immediately after any United States federal holiday;
3. October 30 through October 31;
4. November 24 through November 27; and
5. December 23 through January 2.

This restriction applies only to planned, elective, or non-emergency work. BRT may perform emergency work, security remediation, incident response, critical break-fix work, urgent vendor-required changes, or other work reasonably necessary to protect systems, restore service, prevent data loss, respond to a cybersecurity threat, or reduce material operational risk during a Restricted Holiday Window.

If Customer requests or approves planned, disruptive, after-hours, weekend, emergency, or holiday work during a Restricted Holiday Window, such work may be subject to BRT’s applicable after-hours, weekend, holiday, emergency, or out-of-scope rates.

BRT may decline to perform planned or elective work during a Restricted Holiday Window if BRT determines, in its reasonable discretion, that the work creates unnecessary operational risk, staffing risk, vendor support risk, or customer-impact risk.

20. Non-Solicitation

During the term of this Agreement and for twelve (12) months after termination, you will not knowingly solicit for employment or hire BRT employees or contractors who performed services for you, except through general solicitations not targeted at BRT personnel.

If you breach this section, you agree to pay BRT a placement fee equal to fifty percent (50%) of the individual’s annualized compensation, unless prohibited by applicable law.

21. Force Majeure

BRT is not responsible for delay or failure to perform caused by events beyond its reasonable control, including acts of God, severe weather, fire, flood, epidemic, pandemic, labor disruption, war, terrorism, civil unrest, governmental action, power failure, internet outage, carrier failure, vendor failure, supply chain disruption, cyberattack, ransomware event, emergency conditions, or other events beyond BRT’s reasonable control.

22. Notices

Notices under this Agreement must be in writing and delivered by personal delivery, certified mail, nationally recognized courier, or email to the addresses provided in the applicable Service Order or otherwise designated by the parties.

Notices to BRT regarding billing or termination should be sent to:

invoices@black-rock.tech

Service Requests must be submitted through the help desk and are not legal notices.

23. Assignment

You may not assign this Agreement or any Service Order without BRT’s prior written consent, except as part of a merger, reorganization, or sale of substantially all assets, provided the assignee assumes all obligations. BRT may assign this Agreement to an Affiliate, successor, acquirer, or purchaser of substantially all of its assets.

24. Subcontractors

BRT may use employees, contractors, vendors, distributors, and other third parties to provide services. BRT remains responsible for services performed by its subcontractors to the same extent BRT would be responsible if it performed the services directly, subject to this Agreement.

25. Independent Contractor

BRT is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary relationship, employment relationship, or franchise.

26. Governing Law and Venue

Unless a Service Order states otherwise, this Agreement is governed by the laws of the State of Michigan, without regard to conflict-of-law principles. Subject to any mandatory public-sector requirements, the parties consent to exclusive venue in the state or federal courts located in Washtenaw County, Michigan, for disputes arising out of or relating to this Agreement.

27. Injunctive Relief

A breach involving confidentiality, intellectual property, unauthorized use of BRT Tools, or unauthorized access to systems may cause irreparable harm. In such cases, the injured party may seek injunctive or equitable relief without posting bond, in addition to other available remedies.

28. Waiver

A party’s failure to enforce any provision of this Agreement is not a waiver of that provision or any other provision. A waiver must be in writing and signed by the waiving party.

29. Severability

If any provision of this Agreement is found unenforceable, the remaining provisions remain in effect. The unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving its intended effect as closely as possible.

30. Entire Agreement

This Agreement, together with applicable Service Orders and documents incorporated by reference, is the entire agreement between the parties regarding the services and supersedes prior or contemporaneous discussions, proposals, drafts, emails, or understandings regarding the same subject matter.

31. Amendments

BRT may update these online terms from time to time. Updates will apply prospectively unless otherwise required by law. Material changes will not retroactively alter an active Service Order unless permitted by that Service Order, agreed in writing, or required by law.

A Service Order may be amended only in writing approved by both parties.

32. Order of Precedence

Unless expressly stated otherwise, conflicts will be resolved in the following order:

1. A written amendment signed by both parties;
2. The applicable Service Order;
3. These Master Services Agreement terms;
4. Any incorporated online policy or service-specific terms.

Customer purchase orders, vendor registration portals, procurement terms, or payment-system terms will not modify this Agreement unless BRT expressly agrees in writing.

33. Public-Sector and Municipal Terms

If you are a municipality, governmental agency, authority, district, or other public-sector entity, the following additional terms apply to the extent required by law:

1. This Agreement is subject to applicable public procurement, public records, open meetings, appropriations, and governmental immunity laws;
2. Any indemnity, limitation, venue, governing law, confidentiality, payment, interest, or attorney-fee provision applies only to the extent permitted by law;
3. Nothing requires either party to violate applicable law;
4. If legally required, the parties will work in good faith to amend affected provisions while preserving the commercial intent of the Agreement;
5. Security-sensitive, confidential, proprietary, trade secret, infrastructure, network, and cybersecurity information should be protected from disclosure to the maximum extent permitted by law.

34. Contact Information

Questions about this Agreement may be directed to:

Black Rock Technologies LLC
6175 Jackson Rd
Ann Arbor, MI 48103
Email: invoices@black-rock.tech

Support requests must be submitted to:

support@black-rock.tech

Confidentiality Notice

These Master Services Agreement terms, together with any related service terms, pricing references, operational procedures, security requirements, technical standards, templates, policies, and incorporated materials, are confidential and proprietary to Black Rock Technologies LLC.

Customer may use these terms solely for evaluating, approving, receiving, and administering services from Black Rock Technologies LLC. Customer may not copy, publish, distribute, disclose, forward, post, or otherwise share these terms, in whole or in part, with any third party without Black Rock Technologies LLC’s prior written consent, except as reasonably necessary for Customer’s internal business, legal, procurement, insurance, accounting, audit, or contract-administration purposes, or as otherwise required by applicable law.

If Customer is a public-sector or municipal entity, Customer agrees to protect these terms and any security-sensitive, proprietary, trade secret, pricing, infrastructure, network, cybersecurity, operational, or confidential information contained in or related to them from disclosure to the maximum extent permitted by applicable public records laws.