Updated: 8/7/2025
This Master Services Agreement (“MSA”) is between Fluid Networks Services, LLC, of 80 Wood Road, Suite 308, Camarillo, CA 93010 (“Fluid Networks”), and you the (“Client”) and shall be effective as of September 15, 2025 (“Effective Date”). The parties agree as follows:
1. SCOPE. This MSA is to govern all services of Fluid Networks performed or provided to Client (collectively, the “Services”) relating to the Client’s computer network, system, peripherals, devices which are installed or operated by Client (“System”) and all software, equipment, computers, printers, servers, routers and other goods supplied by Fluid Networks or that are included in the Services (collectively, the “Products”) and replaces all other agreements between the parties. Fluid Networks does not obligate itself to provide any Services or Products by this MSA. The scope, terms, and fees of Services or Products will be limited to the activities specified in one (1) or more addendum executed from time to time by both parties electronically or by physical signature referencing this MSA (individually and collectively “Addendum”). If an Addendum for Products or Services is executed by both parties referencing this MSA, the Addendum shall automatically be incorporated in and deemed a part of this MSA. In the event of a direct conflict between the language of this MSA and any Addendum the language of the Addendum shall control except as it relates to warranties, limitations of liability or termination, which are controlled by this MSA.
2. TERM; RENEWAL. The term of this MSA shall begin on the Effective Date and shall continue until one (1) year after the expiration or termination of all Addendum(s). The term of all Addendums shall be, unless otherwise provided by the Addendum, three (3) years (“Initial Addendum Term”), with an annual price adjustment equal to the greater of three percent (3%) or the twelve- (12) month percent change for Consumer Price Index published by the U.S. Bureau of Labor Statistics for US city average for all items (see www.bls.gov/cpi/latest-numbers.htm) measured from the month prior to renewal (“CPI Adjustment”). In addition, if a third-party manufacturer of software embedded within the Services pursuant to an Addendum increases its license fees, Fluid Networks will notify Client at least sixty (60) days in advance, and Client shall pay the increased fee.
a. AUTO-RENEWAL. UPON THE EXPIRATION OF THE INITIAL ADDENDUM TERM, THE ADDENDUM SHALL AUTOMATICALLY RENEW FOR SUCCESSIVE ONE- (1) YEAR TERMS (EACH A “RENEWAL TERM”) ON THE SAME TERMS AND CONDITIONS, BUT WITH THE CPI ADJUSTMENT, UNLESS EITHER PARTY NOTIFIES THE OTHER PARTY OF ITS INTENTION TO NOT RENEW THE ADDENDUM NO LESS THAN THIRTY (30) DAYS PRIOR TO THE END OF THE THEN-CURRENT TERM. THE INITIAL ADDENDUM TERM AND EACH RENEWAL TERM SHALL BE COLLECTIVELY REFERRED TO AS THE “ADDENDUM TERM.”
i) THE AUTOMATIC RENEWAL PROVISION IN 2.A SHALL NOT APPLY TO CLIENTS LOCATED IN NEW YORK OR OTHER STATES WHERE AUTO-RENEWAL PROVISIONS ARE RESTRICTED OR REQUIRE AFFIRMATIVE CONSENT THAT IS INCONSISTENT WITH 2.A. IN SUCH STATES, THE ADDENDUM SHALL RENEW ON A MONTH-TO-MONTH BASIS AT THE END OF THE THEN-CURRENT TERM.
3. FEES; SERVICE RATES. Client agrees to pay Fluid Networks the fees described in, and in accordance with, the Addendum for the Services or Products provided under that Addendum. Any Services beyond the scope detailed within an Addendum(s), or within the scope of an Addendum but for which Services are required to be performed outside of regular business as described in, and in accordance with, the Addendum (“Business Hours”), or on New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, or Christmas Day (“Holiday(s)”), or due to unauthorized modifications to System by Client (“Out-of-Scope Work”), shall be billed to Client and Client shall pay for such Out-of-Scope Work according to Fluid Networks then-current rate schedule, which may be modified by Fluid Networks with notice to Client. Out-of-Scope Work shall not be provided to Client without written confirmation by either party within thirty (30) days of such request and an invoice may serve as such confirmation. All Fluid Networks representations relating to time relating to Out-of-Scope Work are estimates of actual time and not a guarantee or agreement to perform for a fixed fee as time and cost involved may vary based upon issues involving infrastructure, cabling, internet service providers or other third parties, hardware, software, data transfer via LAN or WAN, system speeds, interruptions, corruption, System issues, manufacturer support, warranty, scheduling of Client or third parties and Client-supplied hardware or software. Client may halt Out-of-Scope Work at any time with notice and payment of balance of work performed. Different hourly rates may apply based upon overtime, weekends or Holiday time, different levels of personnel experience, and/or sophistication of work.
4. PRODUCT PURCHASES. Any acquisition, leasing, purchase or licensing (“Acquisition(s)”) of Product shall be at a price, delivery date and for Products agreed to by Fluid Networks and Client and memorialized in writing, electronically or by email. Fluid Networks invoice for the same shall constitute such written acknowledgment. Notwithstanding the foregoing, delivery dates are based upon the estimates of third parties. Fluid Networks shall use commercially reasonable efforts to achieve the delivery date conditioned upon having received payment from Client but failure to meet the delivery date due to the actions of third parties shall not constitute a breach of this Addendum. Client shall pay for Product at agreed upon invoices plus taxes, delivery and freight charges and accordance with terms and conditions of the MSA. Client shall not cancel or withdraw Acquisition of Products from Fluid Networks but may pursue return or refund directly with the manufacturer of such Products. Fluid Networks may cancel Acquisition of Product for a good reason including, but not limited to, Client’s nonpayment, a manufacturer change in price, change in delivery expectations, or the unavailability of Product. Fluid Networks may deliver the Products to Client’s location using the manufacturer’s methods for packaging and shipping such Products. Client shall take delivery of the Products within three (3) days of Products having been delivered to the Client’s location. Delivery shall be FOB shipping point. Title to Product shall pass on payment by Client.
Client acknowledges and consents to Fluid Networks provision of Products supplied by external manufacturers ("Third-Party Product Manufacturers"). FLUID NETWORKS IS NOT LIABLE FOR THE ACTIONS OR INACTIONS OF SUCH THIRD-PARTY PRODUCT MANUFACTURERS. ANY CLAIMS THE CLIENT MAY HAVE AGAINST THIRD-PARTY PRODUCT MANUFACTURERS WILL BE SUBJECT TO THE TERMS AND CONDITIONS OF THE RESPECTIVE THIRD-PARTY PRODUCT MANUFACTURER’S USER AGREEMENT OR TERMS OF SERVICE.
5. PAYMENT. Unless otherwise stated in an Addendum, payment is due within thirty (30) days of invoice from Fluid Networks. Fluid Networks may, with notice to Client and ten- (10) day opportunity for Client to cure, suspend or withdraw Products or Services. Fluid Networks may, in accordance with the terms described in an Addendum, require Client to pay a reactivation fee to restore Services. Client shall pay any sales, use, excise, or service taxes that might be levied on the Products or Services provided. Late payments shall be subject to interest on the unpaid invoice amount(s) until and including the date payment is received, at the lower of either one and one-half percent (1.5%) per month or the maximum allowable rate of interest permitted by applicable law. Client shall be liable for all reasonable attorneys’ fees as well as costs incurred in collection of past due balances including but not limited to collection fees, filing fees and court costs. TIME IS OF THE ESSENCE IN THE PERFORMANCE OF ALL PAYMENT OBLIGATIONS BY CLIENT.
a. Payment Disputes. If Client disputes any or all fees listed in an invoice, or if Client request to modify any fee amount, Client must submit any such dispute or request in writing to Fluid Networks prior to invoice due date, including detail of reason for request or dispute and specific modification requested. Payment for full amount due on invoice must still be received on or before date payment is due, irrespective of dispute resolution status. If, after review, Fluid Networks agrees that the disputed amount was not due, a credit for the same amount will be applied against the Service fees for the subsequent month, or a refund will be issued for non-recurring Services.
6. AUTHORIZED CONTACT PERSON. Client shall designate up to two (2) authorized contact person(s) (“Authorized Contact”) with whom Fluid Networks will accept Service-related direction for the Services provided pursuant to each Addendum. In the event that an Authorized Contact is not listed in an Addendum, the Authorized Contact shall be the signatory below. Fluid Networks shall accept direction of the Authorized Contact, until Client notifies Fluid Networks otherwise together with identifying the new Authorized Contact.
7. ACCESS. Fluid Networks may access and assess Client’s System for the performance of Addendums. Due to such remote access, Fluid Networks cannot guaranty security of data of Client. Fluid Networks shall use a reputable third-party software to access the System. To the extent Addendum performance is on Client’s premises (“Premises”), Client grants Fluid Networks the right of ingress and egress. Client is financially liable for any damage to or loss of any Fluid Networks-owned equipment occurring while within Client premises, up to the full replacement cost of any such equipment. If Addendum performance is not on Premises, Client shall secure, at Client’s cost, any necessary rights of entry or permission necessary for Fluid Networks to provide Services at such location(s). Client shall provide Fluid Networks with any passwords or keys (virtual or otherwise) that Fluid Networks requires in order to provide Products and Services.
8. WARRANTIES. If Client is dissatisfied with Fluid Networks Services for any reason during the first ninety (90) days of Services, Client is permitted to terminate an Addendum without penalty and shall be entitled to a one hundred percent (100%) refund of fees paid for Services (but not licenses or Products as set forth in Section 12(d)(iii)) paid through the date of the notice for such Addendum. Client shall elect such remedy by notifying Fluid Networks during the initial ninety- (90) day period and pay for license fees set out in Section 12(d)(iii). After the initial ninety (90) days of Services, Fluid Networks warrants only that its technicians are qualified to provide the Services. All Services thereafter shall be deemed to be acceptable thirty (30) days following performance. Fluid Networks liability, and Client's sole and exclusive remedy, for a breach of this warranty shall be to terminate the Addendum pursuant to a written notice after providing Fluid Networks notice of such breach in writing and a reasonable period of time of at least thirty (30) days to cure such breach. The foregoing remedy shall not be available if Client fails to provide a written notice of such breach within thirty (30) days after delivery of the services to Client. It shall not be a Fluid Networks breach if Client, its contractors or agents modified any Fluid Networks Products or Services except as authorized by Fluid Networks in writing. FLUID NETWORKS MAKES NO OTHER SERVICE OR PRODUCT WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY OF MERCHANTABILITY. WITH RESPECT TO THIRD PARTY MANUFACTURER OF PRODUCTS OR SERVICES PROCURED BY FLUID NETWORKS FOR CLIENT, CLIENT SHALL RELY ONLY UPON THE WARRANTY OF THE THIRD-PARTY MANUFACTURER OF PRODUCTS AND THE THIRD-PARTY SERVICES ORGANIZED BY FLUID NETWORKS FOR CLIENT WITH A THIRD PARTY. CLIENT CAN PURSUE WARRANTY CLAIMS AGAINST THE MANUFACTURER ONLY AS PRODUCTS ARE PROVIDED BY FLUID NETWORKS “AS IS,” WITH ALL FAULTS AND SUBJECT TO ANY LICENSE AGREEMENT.
9. LIMITATIONS OF LIABILITY. FLUID NETWORKS SHALL HAVE NO LIABILITY FOR ANY SUSPENSION OF SERVICES BASED ON CLIENT’S FINANCIAL BREACH.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING FOR LOST REVENUE, LOSS OF PROFITS, SAVINGS, OR OTHER ECONOMIC LOSS, ARISING OUT OF OR IN CONNECTION WITH THIS MSA OR ANY ADDENDUM, INCLUDING ANY LOSS OR INTERRUPTION OF DATA, TECHNOLOGY OR SERVICES, OR FOR ANY DAMAGES CAUSED BY DELAY IN FURNISHING SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER FOR DAMAGES FROM ANY AND ALL CAUSES WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR NEGLIGENCE, SHALL BE LIMITED TO THE AMOUNT OF THE AGGRIEVED PARTY’S ACTUAL DIRECT DAMAGES NOT TO EXCEED THE AMOUNT OF FEES PAID BY CLIENT TO FLUID NETWORKS FOR THE SERVICES (BUT NOT PRODUCTS) DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE DATE ON WHICH THE CAUSE OF ACTION ACCRUED. THE LIMITATION OF LIABILITY AND EXCLUSION OF DAMAGES SHALL NOT APPLY TO CLAIMS MADE WITHIN THE AVAILABLE COVERAGES OF FLUID NETWORKS PROFESSIONAL LIABILITY INSURANCE, BUT ONLY TO THE EXTENT OF SUCH COVERAGE. FLUID NETWORKS IS NOT REQUIRED TO DISPUTE ANY INSURANCE COVERAGE DETERMINATIONS MADE BY ITS CARRIER. FLUID NETWORKS SHALL NOT BE LIABLE FOR DELAY IN PERFORMANCE OR NONPERFORMANCE OF ANY TERM OR CONDITION OF THIS MSA DIRECTLY OR INDIRECTLY RESULTING FROM LACK OF FULL AND FREE ACCESS TO SYSTEM OR PREMISES. NOTWITHSTANDING THE FOREGOING, FLUID NETWORKS SHALL NOT BE LIABLE FOR ANY DAMAGES WHICH WERE CAUSED OR WOULD HAVE BEEN PREVENTED BY PRODUCTS OR SOFTWARE OFFERED TO CLIENT BY FLUID NETWORKS FOR WHICH CLIENT DECLINED OR DELAYED OR FOR THE INTENTIONAL CRIMINAL ACTS OF THIRD PARTIES. THIS LIMITATION OF LIABILITY REPRESENTS A BARGAINED FOR EXCHANGE AND IS A MATERIAL COMPONENT TO THE CALCULATION OF FEES BY FLUID NETWORKS.
10. INDEMNIFICATION. Each party (an “Indemnifying Party”) hereby agrees to indemnify, defend and hold the other party (an “Indemnified Party”) harmless from and against any and all loss, damage, cost, expense or liability, including reasonable attorneys’ fees, (collectively, “Damages”) that arise from, or are related to the negligent acts, negligent omissions or intentional wrongful misconduct of the Indemnifying Party and/or the Indemnifying Party’s employees or subcontractors, and from any Damages arising from or related to the Indemnifying Party’s uncured, material breach of this MSA. Wrongful misconduct shall include infringement of copyrights, patent rights and/or the unauthorized or unlicensed use of any material, property or other work.
11. COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY. Client shall be responsible for software licenses for software installed on the System and warrants Client is authorized to use all software installed or stored on the System and, upon request will provide evidence of licenses to Fluid Networks. Fluid Networks shall not be required to provide Services for any portion of the System on which unlicensed software is installed. Each party owns and retains all intellectual property rights in and to its works of authorship, plans, software or software modifications which may not be distributed or sold by the other in any form or manner. Client may use and modify any intellectual property provided to Client by Fluid Networks pursuant to this MSA, provided Client (i) does not infringe upon the intellectual property rights of any third party, (ii) does not reverse engineer Fluid Networks intellectual property, and (iii) does not negatively impact the security or integrity of any of Fluid Networks equipment, or Fluid Networks provision of Services. Each party’s limited right to use the other party’s intellectual property as described herein automatically terminates upon the earlier of the termination of an applicable Addendum or this MSA. Any and all written material created by Fluid Networks or Client and produced during the course of this Agreement, and which pertains to the preexisting works owned by Fluid Networks shall not be considered a “work for hire,” and shall remain entirely and exclusively under the ownership of Fluid Networks. Client is acquiring the Product from Fluid Networks as a reseller for a third-party manufacturer. All restrictions, and other terms pertaining to the Product are found only in the applicable agreement provided with the Product by the third-party manufacturer of the Product (the “License Agreement”), and such License Agreement is only between Client and the third-party manufacturer of the Product.
a. Third-Party Service Providers. Client acknowledges and consents to Fluid Networks use of external solutions and service providers in delivering certain managed Services ("Third-Party Service Providers"). FLUID NETWORKS IS NOT LIABLE FOR THE ACTIONS OR INACTIONS OF SUCH THIRD-PARTY SERVICE PROVIDERS. ANY CLAIMS THE CLIENT MAY HAVE AGAINST THIRD-PARTY SERVICE PROVIDERS WILL BE SUBJECT TO THE TERMS AND CONDITIONS OF THE RESPECTIVE THIRD-PARTY SERVICE PROVIDER’S USER AGREEMENT OR TERMS OF SERVICE.
12. TERMINATION.
a. Cause. Either party may terminate an Addendum for a material breach of the performance obligations hereunder (“Cause”) by first providing the other party thirty (30) days’ written notice setting forth the basis for such proposed Cause and an opportunity to cure. If the basis of the Cause is not remedied within the thirty- (30) day written notice period, the particular Addendum for which the Cause existed may be terminated by the nonbreaching party. Fluid Networks may, in addition to any other remedy, terminate or suspend Products or Services if Client fails to make timely payment within fifteen (15) days of written notice. Termination of an Addendum for any reason shall not constitute termination of this MSA, which shall remain in effect through the remainder of its term, and until one (1) year after the expiration of all incorporated Addenda herein.
b. Equipment Removal. Upon termination of an Addendum for any reason, Client shall provide Fluid Networks with access, during normal business hours, to Premises (or any other locations at which Fluid Networks-owned equipment is located) to enable Fluid Networks to remove all Fluid Networks-owned equipment (if any) from Premises.
c. Transition. If Client requests Fluid Networks assistance to transition to a new service provider and all fees due and owing to Fluid Networks under this MSA are paid by Client, Fluid Networks shall provide such assistance with transition fees billed in normal invoice manner at Fluid Networks then-current hourly rate. Fluid Networks shall have no obligation to store or maintain any Client data in Fluid Networks possession or control for more than ten (10) days following the expiration or termination of an applicable Addendum. Fluid Networks shall be held harmless for and indemnified by Client against any and all claims, costs, fees, or expenses incurred by either party that arise from, or are related to, Fluid Networks deletion of Client data beyond the time frames described in this Section.
d. Early Termination and Reimbursement of Costs. An Addendum may be terminated early by either party by submitting written notice of the intent to terminate the Addendum to the other party, at least sixty (60) days in advance of the termination date. If the termination is by Client and not for Cause or is by Fluid Networks and resulting from a breach by Client, Client shall pay:
i) a termination fee equal to fifty percent (50%) of the average fees paid by Client per month over the prior twelve (12) months for each month remaining in the Addendum Term unless the termination occurs during the first ninety (90) days of the Term (during which no termination fee shall be applicable);
ii) any unpaid monthly fees due through the termination date of the Addendum; and
iii) all amounts for Products, vendor service and equipment commitments made by Fluid Networks in order to provide Services to Client for (a) the remainder of the Term, or (b) the termination fees required by of Fluid Networks to terminate such commitments, whichever is less. Some vendors, i.e. Microsoft, do not allow early termination of license fees and Client understands and consents to payment of the licenses for the remainder of the license term.
13. CONFIDENTIALITY.
a. Defined. Confidential Information shall mean any and all non-public information provided to Fluid Networks by Client, including but not limited to Client’s customer data, personally identifiable information, employee information, customer lists, internal Client documents, and related information. Confidential Information shall not include information that: (i) has become part of the public domain through no act or omission of Fluid Networks, (ii) was developed independently by Fluid Networks, or (iii) is or was lawfully and independently provided to Fluid Networks prior to disclosure by Client, from a third party who is not and was not subject to an obligation of confidentiality or otherwise prohibited from transmitting such information. Copies of an Addendum, proposals, written recommendations and assessments are not permitted to be shared or disclosed to any third party, except for when required for reasons related to legal compliance and with the written consent of Fluid Networks.
b. Use. Fluid Networks shall keep Client’s Confidential Information confidential and shall not use or disclose such information to any third party for any purpose except as needed to perform hereunder. If Fluid Networks is required to disclose the Confidential Information to any third party, then Fluid Networks shall ensure that such third party is required, by written agreement, to keep the information confidential under terms that are at least as restrictive as those stated in this Section.
c. Due Care. Fluid Networks shall exercise the same degree of care with respect to the Confidential Information it receives from Client as Fluid Networks normally takes to safeguard and preserve its own confidential and proprietary information, which in all cases shall be at least a commercially reasonable level of care.
d. Compelled Disclosure. If Fluid Networks is legally compelled by subpoena or similar process to disclose Confidential Information, Fluid Networks shall notify Client in writing so that Client may seek a judicial remedy. Fluid Networks will cooperate, at Client’s expense, with Client efforts to obtain judicial relief. Failing Client securing judicial relief, Fluid Networks may disclose, without liability hereunder, that portion of the Confidential Information that it is legally compelled to disclose.
e. Fluid Networks Information. Client shall not disclose information provided to Client by Fluid Networks relating to proposals, pricing or deliverables of Fluid Networks to Client.
f. Disclosure of Client Affiliation. Fluid Networks may disclose the existence of this relationship to any prospective client.
14. MISCELLANEOUS.
a. Assignment. This MSA may not be assigned or transferred without the prior written consent of the other party. This MSA shall be binding upon and inure to the benefit of the parties hereto, their legal representatives, and permitted successors and assigns. Notwithstanding the foregoing, Fluid Networks may assign its rights and obligations hereunder to a successor in ownership in connection with any merger, consolidation, or sale of substantially all of the assets of the business of a party, or any other transaction in which ownership of more than fifty percent (50%) of either party's voting securities is transferred; provided such assignee expressly assumes the assignor’s obligations hereunder.
b. Amendment. No amendment or modification of this MSA or any Addendum shall be valid or binding upon the parties unless such amendment or modification specifically refers to this MSA, is in writing, and is signed by each party.
c. Severability. If any provision hereof or any is declared invalid by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such invalidity, illegibility or unenforceability so that the remainder of that provision and all remaining provisions of this MSA or any shall be valid and enforceable to the fullest extent permitted by applicable law. Such unenforceability shall not affect any other provision of this MSA, and the MSA shall be construed as if such an unenforceable provision or provisions had never been included in this MSA.
d. No Waiver. The failure of either party to enforce or insist upon compliance with any of the terms and conditions of this MSA, the temporary or recurring waiver of any term or condition of this MSA, or the granting of an extension of the time for performance, shall not constitute an MSA to waive such terms with respect to any other occurrences.
e. Merger. This MSA, together with Addendums incorporated by the parties into the MSA, sets forth the entire understanding of the parties and supersedes prior agreements related to the Services or Products. Any document that is not expressly and specifically incorporated into this MSA shall act only to provide illustrations or descriptions of Services to be provided and shall not act to modify this MSA or provide binding contractual language between the parties.
f. Force Majeure. Fluid Networks shall not be liable to Client for delays or failures to perform its obligations under this MSA or any Addendum because of circumstances beyond its reasonable control. Such circumstances include, but shall not be limited to, any acts or omissions of any governmental authority, natural disaster, act of a public enemy, acts of terrorism, riot, epidemic, sabotage, disputes or differences with workmen, power failure, communications delays/outages, delays in transportation or deliveries of supplies or materials, acts of God, or any other events beyond the reasonable control of Fluid Networks.
g. Placement Fee. Client agrees that during the term of this MSA and for a period of one (1) year following the termination of this MSA, Client will pay Fluid Networks the Placement Fee (defined below) for, individually or in conjunction with others, hiring or retaining, directly or indirectly any of Fluid Networks employees or subcontractors (“Fluid Networks Resource”) in order to compensate Fluid Networks for the internal and external costs of recruitment, interviewing, placement expenses, training, certification and other efforts of Fluid Networks relative to such person. “Placement Fee” means fifty percent (50%) of that employee or subcontractor’s annualized compensation with Fluid Networks (including any bonuses) which shall be due and payable fifteen (15) days following Client’s hiring of Fluid Networks Resource.
h. Governing Law; Venue. This MSA shall be governed by, and construed according to, the laws of the State of New York. Client hereby irrevocably consents to the exclusive jurisdiction and venue in the state and federal courts of the State of New York for any and all claims and causes of action arising from or related to this MSA. Other than for payment obligations of Client for Products or Services provided pursuant to this MSA or incorporated Addendum, no action or other proceeding of may be commenced by either party more than one (1) year after the date of the breach or event giving rise to the claim; failure to make such a claim within such one- (1) year period shall forever bar the claim.
i. Cyber Insurance. Client should, at Client’s expense, maintain cyber insurance covering Client’s System with financially sound and reputable insurers. Upon request, Client will provide Fluid Networks with a certificate of insurance from Client’s insurer evidencing the insurance coverage. Fluid Networks shall maintain professional liability insurance, including technology errors and omissions and cyber incident response coverages, with limits of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate and will provide Client with a certificate of insurance evidencing the insurance coverage.
j. No Third-Party Beneficiaries. The Parties have entered into this MSA solely for their own benefit and intend no third party to be able to rely upon or enforce any part of this MSA.
k. Notices. Generally, notices and communications may be exchanged between the parties by electronic mail (“email”), provided that the emails are sent by the sender to the last known email address of the recipient. Notwithstanding the foregoing, notices relating to a material breach or termination of this MSA or any Addendum, must be sent in writing. Email shall be deemed delivered one (1) business day after the email is sent to the recipient; written notice shall be deemed delivered three (3) business days after such notice is deposited in the United States Mail, first class and return receipt requested, or one (1) day following delivery when sent by FedEx to the addresses set forth in the opening paragraph of this MSA, or to such other address(es) as the parties may designate from time to time.
l. Independent Contractor. Each party is an independent contractor of the other, and neither is an employee, partner or joint venturer of the other. Fluid Networks may subcontract part or all of the Services to one (1) or more third parties provided, however, that Fluid Networks shall be responsible for, and shall guarantee, all work performed by any Fluid Networks-designated subcontractor as if Fluid Networks performed such work itself. Notwithstanding the foregoing, Fluid Networks shall not delegate or subcontract any Services that are expressly designated as being non-delegable by Client in an Addendum.
m. Captions. All captions, headings and subheadings in this MSA are included for reference only, and in no way define or otherwise modify the terms of this MSA.
Revision History
8/7/2025
- Updated and revised significant content in MSA to be effective 9/15/2025.
- Updated language to support new online version, instead of per/customer.
- Initial publishing of online MSA.