Master Service Agreement

Last updated: July 28, 2026

This Master Service Agreement (“MSA”) is between EZ Support, Inc., PO Box 1408, Blackfalds AB T0M 0J0 (“EZ Support”), and the customer identified in an accepted Order (“Customer”). It becomes binding only when Customer affirmatively accepts it through the EZ Support Portal or when the parties sign an Order, statement of work (“SOW”), or other agreement that incorporates it. Browsing the public website or requesting information does not create a service relationship.

1. Orders and document priority

An “Order” means an accepted quote, order form, SOW, subscription confirmation, lease-related document, or other written purchasing document. Each Order identifies the applicable services or products, commercial structure, scope, deliverables, dependencies, exclusions, responsibilities, acceptance checks, fees, currency, taxes, timing, and service expectations.

If documents conflict, the more specific document controls in this order:

1. The applicable signed or affirmatively accepted Order or SOW
2. An applicable addendum, including the Data Processing Addendum
3. This MSA
4. A policy expressly incorporated by one of those documents

A vendor, distributor, reseller, carrier, lessor, software publisher, or other third party may impose separate terms for its product or responsibility. Those terms apply only where the Order identifies them.

2. Services and delivery

EZ Support will perform the agreed work with reasonable professional care using personnel with responsibilities appropriate to the scope. Services may include recurring support, managed specialist capacity, projects, training, products, subscriptions, procurement, facilitation, or leasing coordination.

Hours, availability, response and restoration targets, supported systems, monitoring coverage, recovery commitments, testing methods, deliverables, acceptance criteria, dependencies, exclusions, and customer or vendor responsibilities exist only when stated in the applicable Order. EZ Support does not promise a particular result, certification, assessment outcome, uninterrupted operation, threat detection rate, recovery result, or business performance unless an authorized written document expressly says so.

For managed specialist capacity, the assigned worker remains employed or contracted by EZ Support. Customer directs agreed priorities and approvals while EZ Support remains responsible for delivery coordination, documentation, escalation, and reasonable continuity arrangements. No Order guarantees one individual indefinitely unless it expressly says so.

3. Customer responsibilities

Customer will:

• Provide timely, accurate information, decisions, access, contacts, approvals, and dependencies reasonably required for the work
• Maintain authority to provide the systems, content, data, accounts, and instructions involved
• Use the services lawfully and follow agreed security and access procedures
• Maintain reasonable backups and business safeguards assigned to Customer
• Review deliverables and identify material non-conformity within the acceptance period stated in the Order
• Pay undisputed amounts when due

Delays or additional work caused by missing dependencies, changed scope, inaccurate information, or third-party action may change timing and fees only through the applicable written change process.

4. Accounts, credentials, and authorized access

Portal accounts are private and must be assigned to identifiable authorized users. Customer is responsible for promptly updating user authority and reporting suspected misuse.

When access to a customer or third-party system is required, the parties will prefer customer-authorized delegated access, scoped tokens, service identities, or approved integrations. Reusable password disclosure is not required unless the Order expressly requires it and the parties establish an appropriate secure exchange, storage, use, and revocation process. Credentials, authentication codes, private keys, and sensitive evidence must not be sent through ordinary email.

EZ Support may suspend affected access or work when reasonably necessary to address a security risk, misuse, legal requirement, material breach, non-payment, or termination. EZ Support will provide notice when practical and will limit the suspension to what is reasonably necessary.

5. Fees, currency, taxes, and payment

Commercial structure may be recurring, fixed-phase, time-and-materials, project-based, product or subscription resale, leasing-related, training, or another structure stated in the Order.

Amounts are in Canadian dollars unless the Order expressly states another currency. The accepted Order and invoice determine pricing, applicable taxes, approved facilitation or third-party charges, credits, deposits, and payment timing. Payment may be made by an enabled portal card method or by invoice using the method shown on the invoice. Customer may dispute an invoice in good faith by identifying the amount and reason promptly; undisputed amounts remain payable.

6. Products, subscriptions, shipping, leasing, and third parties

Products or subscriptions may be supplied by EZ Support or by identified manufacturers, publishers, distributors, resellers, carriers, or lessors. The Order will identify material third-party responsibility and any incorporated licence, warranty, shipping, return, renewal, cancellation, credit, or lease terms.

Shipping is available within Canada when confirmed in the Order. Carrier, destination, cost, timing, title, risk, installation, and acceptance are transaction-specific. The Payments, Shipping, Returns and Warranties Policy applies only when incorporated and does not replace mandatory consumer rights.

EZ Support is responsible for its agreed facilitation and delivery work, but not for a third party’s independent product, network, decision, or obligation beyond responsibility expressly accepted in writing.

7. Information, privacy, and security

Each party will comply with applicable privacy law for personal information under its control. The Privacy Policy applies to the public website. The DPA applies only when an Order or other accepted agreement expressly incorporates it.

Customer determines the lawfulness of its instructions and will not provide personal information beyond what is reasonably required. EZ Support will use Customer Data only to perform, secure, support, and administer the applicable services; meet legal obligations; or as Customer otherwise authorizes.

No security measure eliminates all risk. Specific safeguards, logging, monitoring, evidence handling, incident notification, recovery, retention, location, and deletion commitments must be stated in the Order or incorporated DPA.

8. Confidentiality

“Confidential Information” means non-public information disclosed for the relationship that a reasonable person would understand to be confidential. It excludes information the receiving party can demonstrate was lawfully known without restriction, independently developed, lawfully obtained from another source, or made public without breach.

The receiving party will use Confidential Information only for the relationship, protect it with at least reasonable care, and disclose it only to personnel and providers who need it and are bound to protect it. A party may disclose information when legally required after giving notice when permitted.

These duties continue for three years after disclosure, except trade secrets and personal information remain protected for as long as applicable law or their nature requires.

9. Intellectual property and deliverables

Each party retains ownership of material it owned or developed independently of the engagement. Customer grants EZ Support the limited rights required to use Customer-provided material for the work.

Ownership and licence rights for engagement deliverables are defined in the Order. Unless the Order says otherwise, EZ Support retains its pre-existing methods, templates, tools, know-how, software, and reusable components, and grants Customer a non-exclusive licence to use embedded elements as reasonably necessary to use the paid deliverable.

Feedback may be used to improve EZ Support’s services provided it does not identify Customer or disclose Customer Confidential Information.

10. Customer name, logo, and statements

Customer authorizes EZ Support to identify Customer by name and logo as a customer and to make a brief, accurate statement that a relationship exists, unless Customer opts out in writing. EZ Support will stop new publicity uses within a reasonable period after receiving an opt-out.

EZ Support will obtain Customer approval before publishing testimonial wording, quantified outcomes, a detailed case study, or a statement attributed to an identified individual. This section does not permit disclosure of Confidential Information.

11. Warranty and disclaimers

EZ Support warrants that it will perform its services with reasonable professional care and will address a material failure to meet an express service commitment if Customer reports it within the applicable acceptance or warranty period.

Except for express written commitments and rights that cannot lawfully be excluded, services and deliverables are provided without implied guarantees of merchantability, fitness for a particular purpose, uninterrupted operation, compatibility with every environment, certification, compliance, security outcome, revenue, savings, or performance.

Third-party products and subscriptions are subject to the warranties, licences, and remedies offered by their responsible provider. EZ Support will provide reasonable facilitation where included in the Order but does not enlarge a third-party warranty.

12. Term, suspension, termination, and transition

This MSA remains effective while an Order is active. Either party may terminate for material breach not cured within a reasonable written cure period, insolvency, or another termination right stated in an Order. Recurring services may also be ended under the notice and renewal terms in the applicable Order.

On termination, Customer will pay amounts due for accepted products, completed work, committed third-party charges, and authorized transition work. EZ Support will stop affected access and, subject to payment, security, law, and the Order, make Customer Data available for export for 30 days after termination. After that window, EZ Support may delete or de-identify the data unless retention is required by law, contract administration, security, fraud prevention, or dispute handling.

Transition assistance, format, effort, dependencies, and fees beyond the standard export window must be agreed in writing.

13. Limitation of liability

13.1 General Cap

Except as set out in Section 13.3, each party’s total aggregate liability arising out of or related to this MSA and any Order, whether in contract, tort (including negligence), strict liability, statute or otherwise, and regardless of the form of action, will not exceed the fees actually paid by Customer for the affected service under the affected Order in the twelve (12) months immediately preceding the first event giving rise to the claim. Where a claim relates to more than one Order, the cap will be calculated by reference to the single Order under which the greatest amount of such fees was paid. Where the affected service had been delivered for less than twelve (12) months at the time of that event, the cap is the fees actually paid for that service to that date.

13.2 Third-Party Products, Subscriptions and Leasing

With respect to any third-party product, subscription, licence, lease or service procured, resold, facilitated or coordinated by Provider under Section 6, Provider’s total liability is limited to the amount Provider actually recovers from the applicable third-party supplier or manufacturer in respect of the same matter, and Provider’s sole obligation is to pass through to Customer the benefit of any warranty, remedy or credit that supplier or manufacturer provides and permits to be passed through. Provider does not warrant third-party products or services and is not liable for their acts, omissions, defects, discontinuation, price changes or failure to perform.

13.3 Exceptions

The limitations in Sections 13.1 and 13.2 do not apply to: (a) Customer’s payment obligations; (b) either party’s breach of Section 8 (Confidentiality); (c) Provider’s indemnification obligations under Section 9 in respect of third-party intellectual property infringement claims; or (d) liability that applicable law does not permit the parties to exclude or limit, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation. Except for items (a) and (d), each party’s total aggregate liability under this Section 13.3 will not exceed [three (3)] times the amount determined under Section 13.1, inclusive of and not in addition to the cap in Section 13.1.

13.4 Excluded Damages

Neither party is liable for any indirect, incidental, special, exemplary, punitive or consequential loss, or for any loss of profits, revenue, goodwill or reputation, anticipated savings, business opportunity, business interruption, or cost of procurement of substitute goods or services, in each case whether direct or indirect, however caused and whether in contract, tort (including negligence), strict liability or otherwise, and even if that party has been advised of or is otherwise aware of the possibility of such loss. This Section 13.4 does not restrict Customer’s payment obligations and does not exclude liability that applicable law does not permit the parties to limit.

13.5 Aggregation, Beneficiaries and Enforceability

The limitations and exclusions in this Section 13 apply collectively and in the aggregate across this MSA, all Orders, all SOWs and all incorporated documents, and multiple claims will not expand them. They will be given full effect even if any remedy specified in this MSA or any Order is deemed to have failed of its essential purpose. They operate for the benefit of Provider and its affiliates, licensors, suppliers, subcontractors and their respective officers, directors, employees and agents (the “Provider Parties”), and Customer will bring any claim arising out of or related to this MSA only against Provider and not against any other Provider Party. If applicable law limits the application of any provision of this Section 13, that provision will be deemed modified only to the minimum extent necessary to make it enforceable and the remainder of this Section 13 will continue in full force.

13.6 Time Limit on Claims

No claim arising out of or related to this MSA or any Order may be brought by either party more than twelve (12) months after the date on which the party bringing the claim first became aware, or ought reasonably to have become aware, of the facts giving rise to it. This Section 13.6 does not apply to claims for unpaid fees or where applicable law prohibits the parties from shortening the limitation period.

14. Disputes and governing law

The parties will first try in good faith to resolve a dispute through authorized business representatives. If unresolved, either party may require confidential mediation in Red Deer, Alberta, with a mutually agreed mediator.

If mediation does not resolve the dispute, the courts of Alberta sitting in Red Deer have exclusive jurisdiction. Either party may seek urgent injunctive or protective relief without first completing mediation when delay could cause irreparable harm.

This MSA is governed by Alberta law and applicable federal Canadian law, without regard to conflict-of-law rules.

15. General terms

Neither party may assign an Order or this MSA without the other party’s consent, except in connection with a bona fide merger, reorganization, or sale of substantially all relevant assets where the assignee accepts the obligations. EZ Support may use qualified personnel and subprocessors while remaining responsible for its commitments.

Neither party is liable for delay caused by events beyond its reasonable control, except payment obligations, provided it takes reasonable steps to reduce the effect.

Notices under an Order may be delivered through the portal, to the designated business contact, or by another method stated in the Order. If a provision is unenforceable, it will be limited to the minimum extent necessary and the remainder will continue. Failure to enforce a provision once is not a waiver. This MSA and its incorporated documents are the entire agreement for their subject matter.

Questions about this MSA may be sent to info@ezsupport.tech.