Master Service Agreement

Agreement governing the provision of IT services

This Master Service Agreement ("Agreement") is entered into by and between the customer ("Customer") and WPG Consulting LLC ("WPG CONSULTING LLC"). Customer is deemed to have accepted to be bound by this Agreement upon signing a Service Order referencing this Agreement.

1. Services

Subject to the terms and conditions of the Agreement, and in consideration of the payments for such Services, Customer has agreed to purchase and WPG CONSULTING LLC shall provide the Services listed on each Service Order attached or making reference hereto.

2. WPG Consulting's Obligations

Compliance with Laws

WPG CONSULTING LLC will comply with, and ensure its personnel comply with:

  • All laws, regulations, and orders issued by courts or other governmental bodies of competent jurisdiction applicable to the provision of Services
  • Any reasonable Customer security policies applicable to the provision of Services

3. Customer's Obligations

Access Rights

Customer will provide WPG CONSULTING LLC with timely information and access to any property and equipment as reasonably required to provide the Services. Access rights include the right to construct, install, repair, maintain, replace, and remove access lines and network facilities.

Safe Work Environment

Customer will ensure that the location at which WPG CONSULTING LLC provides Services is a suitable and safe working environment, free of Hazardous Materials. WPG CONSULTING LLC does not handle, remove, or dispose of Hazardous Materials.

Acceptable Use Policy

Customer will comply with WPG CONSULTING LLC's Acceptable Use Policy ("AUP") as set forth at wpgc.ai/legal/aup.

Utilities

Customer shall procure and make available adequate space, continuous electrical service (AC power), and HVAC for equipment at Customer's sole cost and expense.

4. Fees & Payment Terms

Late Fees

If Customer fails to pay any undisputed amount within 30 days from the date fees are posted:

  • WPG CONSULTING LLC may charge interest at 1% per month calculated daily and compounded monthly
  • Customer shall reimburse WPG CONSULTING LLC for all costs incurred in collecting late payments, including attorneys' fees

Billing Disputes

All disputes must be reported in writing no later than 30 days from the date the disputed charge was posted. Unless disputed within this period, all charges are deemed correct.

Credits and Refunds

Credits, refunds, or payments must be used or claimed within one year from the date of such credit.

5. Confidential Information

The parties agree, for a period of three (3) years following receipt of any Confidential Information, to protect each other's Confidential Information from unauthorized disclosure to any third party.

Non-Solicitation

Neither WPG CONSULTING LLC nor Customer shall knowingly, during the Term of this Agreement and for a period of one year thereafter, solicit for employment or employ any person who is or has been employed by the other party, without prior written consent.

6. Disclaimer & Limitations of Liability

Disclaimer of Warranties

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED, WPG CONSULTING LLC DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:

  • Any warranty of merchantability or fitness for a particular purpose
  • That the Services are error free, uninterrupted or secure from third-party attack
  • That Services are free from defects or will perform to a particular standard

Limitation of Liability

WPG CONSULTING LLC SHALL NOT BE LIABLE FOR:

  • Any indirect, incidental, consequential, punitive, or special damages
  • Lost profits, advantage, savings or revenues
  • Lost or altered messages or transmissions
  • Unauthorized access to or theft, alteration, loss or destruction of data

7. Indemnification

Each party will defend, indemnify, and hold the other party harmless against liabilities, costs, and expenses resulting from third-party claims resulting from personal injury or death, or loss or damage to property, to the extent caused by the negligence or willful misconduct of the indemnifying party.

Customer will indemnify WPG CONSULTING LLC against damages arising from:

  • The use, modification, or resale of the Services by Customer
  • Any violation of the AUP

8. Term & Termination

Term

The Agreement continues until all Services have been completed unless terminated as set forth herein.

Termination for Breach

Either party may terminate if the other party materially breaches this Agreement and does not cure such breach within 30 days after receipt of written notice.

Immediate Termination

WPG CONSULTING LLC may immediately terminate if Customer commits a fraud, utilizes Services to commit a fraud, unlawfully uses services, abuses the network, or interferes with third-party network use.

9. Insurance

Customer will maintain insurance on any equipment rented, loaned, or otherwise provided to Customer under the Services. Customer shall provide certificates of insurance naming WPG CONSULTING LLC Inc. as Loss Payee.

10. Miscellaneous

Force Majeure

Neither party will be liable for delays due to fire, explosion, cable cuts, power blackout, earthquake, flood, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism, acts of God, or causes beyond reasonable control.

Governing Law & Venue

This Agreement will be governed by the laws of the State of New York. Any legal suit shall be instituted exclusively in the federal courts or courts of the State of New York located in the city of Buffalo and County of Erie.

Legal Action Limitation

Any legal action arising in connection with this Agreement must be filed within 3 years after the cause of action accrues or it will be deemed time-barred and waived.

Last updated: January 2025