Master Service Agreement
Master Service Agreement
rackAID LLC — 221 N. Hogan Street #308, Jacksonville, FL 32202
Effective date: June 23, 2026
1. Introduction
This is your Service Agreement with rackAID. Your Service Agreement consists of this document, any Service Level Agreements (“SLAs”), the Acceptable Use Policy(ies) applicable to your Services, our Privacy Policy, and any agreements with third parties that are “flowed down” to you through this Service Agreement. Each of these is incorporated by reference and collectively referred to as the “Service Agreement.” Our current Privacy Policy and Terms are published at https://www.rackaid.com. Third-party agreements (including upstream provider terms) flowed down to you vary by Service and are available on request via our helpdesk. These policies may change from time to time; changes are published to our helpdesk. It is your obligation to review all incorporated agreements from time to time.
For ease of review, rackAID LLC is referred to as we, us, our, or rackAID. The individual or entity entering into this Service Agreement is referred to as you, your, or Customer. Entities providing services to our Customers through rackAID are “Third Parties,” and their services “Third Party Services.” Where you use the Services to provide your own services, the recipients are “End Users” and your services “Customer Services.”
This Service Agreement is only between you and rackAID. You do not have a Service Agreement with the Third Parties providing Third Party Services. rackAID is not a party to your agreements with End Users, and you may not undertake obligations on rackAID’s behalf.
2. Becoming a Customer
To become a customer, you confirm your Services through our sales system. An estimate or Order will be sent for approval. By approving the Services in the helpdesk or sales system, or by accepting the estimate/Order, you accept this Service Agreement. The products, services, and items we supply are the “Services.” The date we approve your order is the “Effective Date.” Neither party is obligated until the Effective Date. Each Order you approve incorporates and reaffirms the then-current version of this Service Agreement, so all of your Services are governed by our latest published terms.
You must provide accurate, understandable, and current Customer Information; failure to do so is a material breach. The entity listed as “Account Holder” is our customer and the owner of all information, equipment, data, and items associated with the account.
If you administer the account on behalf of another, you do so in good faith and indemnify us against losses arising from administration adverse to an End User or the actual account owner.
3. The Services We Provide
The sales system and estimate are a general description only. Specific features are set out in the applicable SLAs, which are incorporated into this Service Agreement.
3.1 Configuration and Support
3.1.1. Services are provided as configured for our standard customer, or with manufacturer defaults. You bear ultimate responsibility to configure the Services to meet your operational, privacy, and security needs. Your hardware, software, and other items must be compatible. We are not obligated to modify Services except as outlined in an SLA, and you may not terminate for incompatibility. If your use damages our or our providers’ network or equipment, you will be charged for repairs at our then-current rates, and we may suspend the Services until we assess the damage.
3.1.2. Any speed/capacity descriptions assume an ideal environment. Because of factors beyond our control, we do not guarantee speed or upload/download capacity, and you may not terminate on that basis.
3.1.3. Standard support is described in the applicable SLA and is part of the Services. At your request we may provide support beyond what is necessary to support the Services (“Additional Support”), at our discretion, charged at our then-current consulting rates.
3.1.4. Additional Support is provided on a reasonable-efforts basis and is subject to the warranty disclaimers below. We are under no obligation to provide it and handle each request case-by-case.
3.1.5. Both parties owe each other courtesy. If your interactions with our staff involve profanity, threats, or harassment, you are in material breach and this Service Agreement may be terminated.
3.2 Modifications to the Service
3.2.1. We may make non-material changes at our discretion (changes that would not reasonably be expected to affect use for the majority of customers).
3.2.2. Third Parties may change Third Party Services. We will use reasonable efforts to assess and mitigate impact but have no liability for such changes, and you may not terminate on that basis even if the changes are material.
3.2.3. If aspects of the Services pose a material risk to our or our providers’ network, we may change them, using reasonable efforts to mitigate impact; you may not terminate on that basis. We use reasonable efforts to keep ordered Services available during the Term, but in certain circumstances may be unable to continue providing them.
3.2.4. We are not in breach if we cannot provide the Services because: (i) a Third Party stops making key aspects available; (ii) law or order prohibits it; (iii) circumstances beyond our reasonable control make it cost-prohibitive; (iv) an alpha/beta period ends; (v) a trial ends; or (vi) at any time prior to a Renewal Term.
3.2.5. IP Address. Any IP address we provide remains ours, is usable only while you use the Services, may not be transferred, and ends on termination. IP addresses are recycled.
3.3 Ownership of Tools and Work Product
3.3.1. Our IP. We retain all right, title, and interest in our pre-existing and independently developed materials — including scripts, automations, configurations, templates, methodologies, and know-how (“rackAID Materials”) — whether or not used or deployed in providing the Services. Nothing transfers ownership of rackAID Materials to you.
3.3.2. License to you. To the extent rackAID Materials are installed on or embedded in systems we manage for you, we grant you a non-exclusive, non-transferable license to use them solely in connection with the Services. This license terminates automatically on termination of the relevant Service, and we may remove rackAID Materials on termination.
3.3.3. Your data and content. As between the parties, you own your data, content, and materials. You grant us the limited rights necessary to provide, support, secure, and back up the Services.
4. Patching and Software Support
You control the configuration, updating, and general security of any Services not specifically covered by an SLA. We may apply Updates beyond SLA scope in limited circumstances — for example, if your failure to install security Updates endangers our network, IP reputation, or Third Party contracts. You release us from liability arising from such mitigating Updates.
5. Cooperation
5.1. Each party will cooperate reasonably to perform its obligations.
5.2. You are responsible for legal compliance in your use of the Services. Any advice we provide is advisory only and is not legal advice; secure professional counsel before using the Services for legal matters.
5.3. You must respect others’ intellectual property and, on request, provide valid licenses for software we install on your behalf. If your use of software is unauthorized, you will cooperate to establish authorization, including providing license copies.
6. Confidential Information
6.1 Obligations. Each party will (a) protect the other’s Confidential Information with the same care it uses for its own (and no less than reasonable care); and (b) not disclose it except to Affiliates, employees, and agents who need to know and are bound to confidentiality. Each party is responsible for its personnel’s compliance. “Confidential Information” means information disclosed under this Agreement that is marked confidential or would reasonably be considered confidential. Customer Data is Customer’s Confidential Information.
6.2 Exceptions. Confidential Information excludes information that: (a) the recipient already knew; (b) becomes public through no fault of the recipient; (c) was independently developed; or (d) was rightfully received from another party.
6.3 Required Disclosure. A party may disclose when required by law, but only after (if legally permitted) using commercially reasonable efforts to notify the other and allowing it to challenge the disclosure.
6.4 Data Protection and Processing Roles. 6.4.1. For data we process on your behalf in providing the Services (such as email and database content), you are the controller/business and we act as a processor/service provider on your documented instructions. You are responsible for the lawfulness of the data, for providing required notices and obtaining consents, and for compliance with privacy and data-protection laws applicable to your data.
6.4.2. We will process Customer Data only to provide, secure, support, and bill the Services, and will not sell it. We will require our personnel and subprocessors to protect it consistent with this Agreement and with the applicable upstream provider terms.
6.4.3. We do not provide a Data Processing Addendum or HIPAA Business Associate Agreement by default. If your use requires one, contact us before transmitting regulated data; a separate signed agreement and additional fees may apply.
6.5 Service Tooling and Automation. 6.5.1. We may use our own and third-party tools, software, monitoring systems, and automation — including artificial-intelligence and machine-learning assistants — to provide, support, secure, and improve the Services.
6.5.2. Any such use remains subject to the confidentiality and data-protection obligations in §6.1–§6.4. We will not use your Confidential Information or Customer Data to train publicly available AI models, and we will require our tooling providers to protect your data consistent with this Agreement and applicable upstream provider terms.
7. Security
7.1. We maintain network security per generally accepted industry standards (and rely on our upstream providers for underlying infrastructure security). If your use endangers the security of our network or others, you will cooperate in a security review. If your use is found to have compromised security, you will be charged for remediation; your Services may be suspended during this period; and material breaches may result in termination.
7.2. You will implement industry-standard methods to keep the Services secure, including uploading only data and software you have determined to be free of security issues. Your End Users have the same obligation, and you are responsible for their failures.
7.3. You are responsible for the maintenance and security of any software not explicitly identified in an SLA.
7.4. Incident reporting. You will report any security breach in the Services to us via the helpdesk without undue delay after becoming aware of it. Where we become aware of a security incident affecting your Customer Data, we will notify you without undue delay and provide information reasonably available to us. You are responsible for any notifications to End Users, regulators, or other third parties. Additional fees may apply to assist with issues not covered by an SLA.
8. Service Level Agreements
Please review your SLA(s), available in the SLA section of our helpdesk. The SLAs are your sole and exclusive remedy for disruptions to or failure of the Services and describe each Service’s specific terms. Multiple SLAs may apply. If there is a conflict between an SLA and this Master Service Agreement, this Master Service Agreement controls (see §15.7).
9. Term
The Term begins on the Effective Date and continues through the date in your Order (Initial Term), renewing for equal periods unless properly terminated (Renewal Term). Unless an Order specifies otherwise, the Service is month-to-month, with an Initial Term and Renewal Term of one (1) calendar month each. Longer terms apply only where stated in an Order or service agreement. We may prorate the Initial Term for billing alignment.
Automatic renewal disclosure. Your Service renews automatically and your payment method on file will be charged for each Renewal Term at our then-current rates, until you cancel as described in §12.1. You may cancel at any time, and the cancellation method is at least as simple as the method you used to sign up.
10. Fees
10.1. Fees are set out in your Order and accrue from the Effective Date. Rates for hourly, consulting, and emergency work are our then-current published rates or the rates set out in the applicable Order. Emergency rates are two times (2×) our then-current hourly rate.
10.2. You are responsible for all fees, charges, taxes, and assessments on your use of the Services (excluding taxes on our net income).
10.3. Price changes. We may change Fees and rates at any time. For month-to-month Services, changes take effect on your next Renewal Term; we will provide notice through the helpdesk or control panel before the change takes effect. Continuing the Services after the effective date constitutes acceptance. Promotional pricing applies only during the period stated and not to Renewal Terms.
10.4. We screen initial orders for fraud; you consent to screening and to termination if your order fails our criteria.
10.5. If your negligence or failure to cooperate with reasonable security requests creates work beyond what is set out here, you will be charged emergency rates (2× current hourly).
10.6. Early termination. If you have committed to a fixed Term and terminate other than as permitted, you owe the Fees that would have come due for the remainder of the Term (Early Termination Fee), calculated as the Service Fee × time remaining. This compensates us for foregone opportunities and reserved capacity and is not a penalty. It is due immediately on early termination. No refunds for unused portions of the Term. For month-to-month Services with no fixed commitment, this section does not apply.
11. Payment
11.1. Your payment method on file will be automatically charged for the Initial Term, Renewal Terms, emergency charges, overages, and other charges in this Agreement or the Order. Invoices for Additional Services are due per our Billing Policy.
11.2. You must keep a valid payment method on file. We have no liability for disruption caused by your failure to do so or by declined charges. A $35 declined-payment fee may apply each time a charge is declined; a $150 reinstatement fee applies if you request reinstatement after a declination.
11.3. Late amounts. Past-due amounts accrue interest at 1.5% per month (18% per annum) or the maximum permitted by law, whichever is lower. If a charge is declined or Fees go unpaid, the Service may be suspended (no Internet access). To reconnect, you must pay all past-due Fees, a $100 per-service reconnect fee, and any other charges. If suspended, you have 15 days to bring the account into compliance or the Services will be terminated. Customer Data and provisioned resources may be deleted 30 days after suspension and will not be recoverable.
12. Termination
12.1 Termination by you. You may cancel a Service at any time through the helpdesk or your control panel, using a cancellation method at least as simple as the method you used to sign up. To stop the next Renewal Term, submit your cancellation at least 7 days before the current Term expires; a cancellation received later takes effect at the end of the following Term. We may ask you to verify your identity (e.g., invoice amount, last four of card, or similar) to protect your account, but identity verification will not be used to obstruct or delay a valid cancellation. We will confirm your cancellation promptly; if you do not hear back within one business day, contact billing. No refunds are given for prepaid or unused Services.
12.1.1 Data on termination. On termination, the Services are disconnected and you lose access. It is your obligation to export/retrieve your data before termination. We will retain Customer Data for up to thirty (30) days after termination solely to allow retrieval on request (retrieval assistance is billable at current rates), after which it is permanently deleted and not recoverable. We may delete data sooner where required by an upstream provider, by law, or by security need.
12.2 Termination by us. 12.2.1. We will give 30 days’ notice before terminating at the end of a Term, unless an earlier termination right applies. Notice is provided through the helpdesk.
12.2.2. If you fail to pay Fees within 15 days of the due date, we will send a Termination notice; if Fees remain unpaid, we may terminate without further notice.
12.2.3. We may terminate without notice if: (i) you or an End User violates an applicable AUP (including upstream provider AUPs) in a way that endangers the network or our ability to provide the Services; (ii) a Third Party stops making essential elements available and we cannot secure replacements on reasonable terms; (iii) you file or have filed against you a bankruptcy/reorganization action; (iv) you fail to provide technical information needed to implement the Service in a commercially reasonable time; or (v) you lack the technical expertise to use the Services, as evidenced by your use of our support.
12.3 Termination for material breach. Either party may terminate for the other’s material breach on written notice and 10 calendar days to cure, with notice sufficient to allow cure. Your termination for our material breach is your sole and exclusive remedy. The following are material breaches by you allowing immediate termination without a cure period: (i) failure to pay Fees when due; (ii) failure to cure your or an End User’s violation of an applicable AUP (including upstream provider AUPs); or (iii) failure to cooperate with our security requests. Either party may terminate immediately if a material breach is incapable of cure.
13. Warranties, Disclaimers, and Limitations of Liability
13.1. Reciprocal Warranties. Each party warrants it has the power and authority to enter into and perform this Agreement.
13.2. Your Warranties. You represent and warrant that: (i) you have the experience and knowledge to use the Services; (ii) you understand the risks of accessing the Internet; (iii) you have sufficient knowledge to administer the functions the Services facilitate; (iv) you will not violate applicable laws; (v) you will maintain your own backups even if you purchase “backup” services from us; (vi) you are over 18; and (vii) you will pass through applicable AUP and Privacy Policy terms to your End Users. You further warrant you own or are licensed to use all materials provided to us or transmitted via the Services.
13.3. Except for the Reciprocal Warranties, we make no warranties and disclaim all implied warranties, including as to materials on our FAQ/support sites.
13.4. THE SERVICE IS PROVIDED AS-IS AND AT YOUR OWN RISK. WE DISCLAIM ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY ARISING FROM COURSE OF DEALING OR TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR EXPECTATIONS, OPERATE IN ALL COMBINATIONS, OR BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. NO EMPLOYEE OR AGENT MAY MAKE WARRANTIES ON OUR BEHALF.
13.5. Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER WE NOR OUR LICENSORS, AGENTS, EMPLOYEES, OFFICERS, OR THIRD-PARTY VENDORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REVENUE, BUSINESS, DATA, OR USE — WHETHER IN CONTRACT, TORT, OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY.
13.6. Liability cap. OUR TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES ACTUALLY PAID BY YOU TO US DURING THE ONE (1) MONTH PERIOD PRECEDING THE CLAIM. Some jurisdictions do not allow certain limitations; there, our liability is limited to the maximum extent permitted by law.
13.7. Carve-outs from the cap. The limitations in §13.5 and §13.6 do not limit your obligations to us, including your payment obligations, your indemnification obligations (§14.1), and your breach of confidentiality (§6) or of the license/IP terms (§3.3). Those obligations are not subject to the cap in §13.6.
14. Indemnification
14.1. Your indemnity. You will indemnify, defend, and hold harmless us, our parent, subsidiaries, affiliates, Third-Party providers, and their officers, directors, employees, shareholders, and agents from any third-party claims, damages, losses, liabilities, actions, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) your use of the Services; (ii) your violation of any of our policies or applicable AUPs; (iii) any breach of your representations, warranties, or covenants; and/or (iv) your acts or omissions. This survives termination. For this section, “you” includes you, your End Users, visitors to your sites, and users of your products/services facilitated by us.
14.2. Our IP indemnity. We will defend and indemnify you against third-party claims that the Service, to the extent fully owned by us, infringes an issued U.S. patent or registered U.S. copyright. This does not extend to Third-Party products/services even if incorporated into the Service; where our supplier agreements permit, we will flow down similar IP indemnities to you. This is conditioned on prompt written notice and your giving us control of the defense and settlement (you may participate at your expense). If infringement occurs or is likely, we may, at our option and expense: (i) procure the right to continue; (ii) replace or modify the affected component to be non-infringing; or (iii) if neither is reasonably available, terminate the affected Service and refund the Fees you paid for the one (1) month preceding the claim. This is your sole remedy for such claims.
15. General Provisions
15.1. The parties are independent contractors; neither may bind the other except as expressly stated.
15.2. We are not required to provide information for your civil litigation. If we choose to, it is subject to a separate agreement and you pay our expenses, including legal fees.
15.3. Force majeure. Except for payment obligations, neither party is liable for delay or failure due to events beyond its reasonable control (acts of God, weather, hurricanes, floods, earthquakes, labor disputes, supply shortages, riots, war, fire, epidemics/pandemics, failures or outages of upstream cloud/hosting providers, telecommunications failures, or carrier delays). The affected party’s deadlines extend day-for-day and it will notify the other within 10 days of the event’s start.
15.4. Governing law and venue. This Agreement is governed by the internal laws of the State of Florida, excluding conflict-of-laws rules. Subject to §15.5, disputes will be brought in the state or federal courts located in Jacksonville, Florida (U.S. District Court for the Middle District of Florida), and the parties consent to jurisdiction and venue there. The U.N. Convention on the International Sale of Goods does not apply.
15.5. Dispute resolution. Before filing suit, the parties will attempt to resolve any dispute by: (a) good-faith negotiation between authorized representatives for 30 days after written notice; and (b) if unresolved, non-binding mediation in Jacksonville, Florida, with costs shared equally. Either party may then proceed under §15.4. Each party waives any right to a jury trial, and waives any right to participate in a class or representative action related to this Agreement. This section does not bar either party from seeking injunctive relief for misuse of IP or Confidential Information.
15.6. Insurance. We maintain commercially reasonable insurance for a business of our size and type. Certificates of insurance are available to you on request. We are not obligated to name you as an additional insured except where separately agreed in writing.
15.7. Order of precedence. This Agreement, the SLA(s), applicable AUP(s), and Privacy Policy are construed as one and supersede prior understandings. In a conflict, the order of precedence is: (1) this Master Service Agreement; (2) the applicable Order; (3) the SLA(s); (4) applicable AUP(s); (5) Privacy Policy — except that a privacy or AUP requirement imposed by an upstream provider or by law controls where compliance is mandatory.
15.8. No waiver of any right is a waiver of any other or future right.
15.9. Assignment. You may not assign this Agreement without our written consent. We may assign it, including to an affiliate or in connection with a sale or reorganization.
15.10. Copyright / DMCA. Because the Services may host content you control, you must not use them to infringe others’ intellectual property. We comply with the Digital Millennium Copyright Act; our designated DMCA agent and takedown procedure are published at https://www.rackaid.com. We maintain a repeat-infringer policy and may suspend or terminate Services or End User content in appropriate circumstances. You will cooperate with valid takedown and counter-notice processes.
15.11. Marketing. You agree we may identify you as a client on our website, client lists, and marketing, using your name/trademark for that purpose only and not claiming ownership of your marks. You may opt out by notifying our helpdesk.
15.12. Both parties had the opportunity to review and negotiate. This Agreement will not be construed against either party as drafter.
15.13. Notices. Notices to you go to the Account Holder address. Notices to us go to rackAID LLC, 221 N. Hogan Street #308, Jacksonville, FL 32202, attention “General Counsel,” or contact@rackaid.com. Notices are effective on receipt, or seven calendar days after dispatch by a reputable delivery service if receipt is not confirmed. Either party may give operational notice via the control panel; legal notices may not be delivered via the control panel.
15.14. This Agreement may be executed in counterparts and acknowledged electronically, each deemed an original.
15.15. Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable (or severed if it cannot be), and the remaining provisions remain in full force and effect.
15.16. No Third-Party Beneficiaries. This Agreement is for the benefit of the parties only. No End User, visitor, or other third party has any rights under it, except that the indemnified parties identified in §14.1 may enforce that section.
15.17. Entire Agreement. This Agreement, together with the SLA(s), applicable Order(s), applicable AUP(s), and Privacy Policy, is the entire agreement between the parties regarding the Services and supersedes all prior or contemporaneous understandings, oral or written.
15.18. Amendments. We may modify this Agreement and the incorporated policies from time to time. We will post changes to the helpdesk and, for material changes, provide notice through the helpdesk or control panel before they take effect. Your continued use of the Services after the effective date constitutes acceptance. If you do not agree to a material change, your sole remedy is to cancel the affected Service under §12.1 before the change takes effect.
15.19. Non-Solicitation of Personnel. During the Term and for twelve (12) months afterward, you will not, directly or indirectly, solicit for employment or engagement, or hire or engage, any rackAID employee or contractor who provided Services to you, without our prior written consent. General job postings not specifically targeted at our personnel are not a breach. If you hire or engage such a person in breach of this section, you agree to pay us a placement fee equal to fifty percent (50%) of that person’s projected first-year total compensation, as liquidated damages reflecting our recruiting and training investment and not as a penalty.
15.20. Time Limit on Claims. Except for payment obligations, any claim or action arising out of or relating to this Agreement must be brought within one (1) year after the claim first accrued; claims brought after that period are permanently barred, to the maximum extent permitted by law.
15.21. Survival. The following survive termination or expiration: §3.3 (IP), §6 (Confidentiality, including §6.4 Data Protection and §6.5 Tooling), §10 (Fees), §11 (Payment), §12.1.1 (Data on termination), §12.2 (Termination by us), §13 (Warranties/Liability), §14 (Indemnification), §15.19 (Non-Solicitation), §15.20 (Time Limit on Claims), and §15 (General) generally.
Acceptance
By approving your Order or Services in the helpdesk or sales system, or by using the Services, you agree to this Master Service Agreement as of the Effective Date. Where a countersigned copy is preferred, the parties may execute below.
| Customer | rackAID LLC | |
|---|---|---|
| Signature | _______________________ | _______________________ |
| Name | _______________________ | _______________________ |
| Title | _______________________ | _______________________ |
| Date | _______________________ | _______________________ |
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