Master Service Agreement (MSA)

Heaven Technology LLC
Effective Date: January 7, 2026

  1. Parties

This Master Service Agreement (“Agreement”) is entered into between:

Heaven Technology LLC, a limited liability company organized under the laws of the State of Arizona (“Heaven Technology,” “Provider,” “we,” “our,” or “us”),

and

Client Organization (the “Client,” “you,” or “Customer”),

collectively referred to as the Parties.

  1. Purpose

This Agreement establishes the general terms and conditions under which Heaven Technology LLC will deliver technology products, consulting, hosting, website development, integration, or support services (collectively, the “Services”) to the Client.

All specific deliverables, schedules, or pricing shall be described in one or more Statements of Work (SOWs) or Service Orders issued under this Agreement.

  1. Term of Agreement

This MSA becomes effective upon the Effective Date and remains in effect until terminated in accordance with Section 18 (“Termination”).

Each SOW executed under this Agreement shall specify its own term, renewal conditions, and termination procedures.

  1. Scope of Services

Heaven Technology LLC agrees to provide professional IT and business technology services, including but not limited to:

  1. Web Development & Hosting: WordPress, WooCommerce, and associated plugin integrations.
  2. Software Implementation: Integration of third-party APIs, systems, or business tools.
  3. Managed IT Solutions: Ongoing support, maintenance, and cybersecurity monitoring.
  4. Data & Cloud Services: Data analytics, backup, and infrastructure consulting.
  5. E-commerce Operations: Payment integration via Square, Amazon Pay, Google for WooCommerce, etc.
  6. Digital Marketing & Communications: Email automation, forms, and campaigns via MailPoet or similar platforms.

Each SOW will describe performance metrics, SLAs, and timelines.

  1. Service Levels (SLAs)

Heaven Technology LLC commits to maintaining service quality through quantifiable metrics:

Service Category

Metric/Target

Performance Commitment

Website uptime

99.5% monthly

Excluding scheduled maintenance and force majeure events

Response time

< 4 business hours

For critical support requests via designated channels

Data backups

Daily, encrypted

Retained for minimum 30 days

Security updates

Within 48 hours

Of release for critical patches

Client support

24/7 email support

Escalated priority for premium SLA plans

Failure to meet SLA targets may result in service credits or remedies defined in future SOWs.

  1. Client Obligations

The Client agrees to:

  • Provide timely access to necessary systems, information, and personnel.
  • Maintain accurate contact and billing information.
  • Use Heaven Technology systems and tools according to all published policies.
  • Cooperate in resolving issues, approving work, and meeting mutual deadlines.
  • Abide by all Acceptable Use and Security Standards set forth in accompanying policies.

Failure to fulfill obligations may affect delivery timelines and performance guarantees.

  1. Fees and Payment

Service fees are defined in applicable SOWs or quotes. Unless otherwise stated:

  • All fees are due net 15 days from invoice date.
  • Interest may accrue on overdue balances at 1.5% per month or the maximum rate permitted by law.
  • Expenses such as third-party licensing, hosting, or domain renewals will be billed separately with Client approval.
  • Heaven Technology LLC reserves the right to suspend services for non-payment after reasonable notice.

All payments shall be made in U.S. dollars by approved methods including Square, ACH, or other designated platforms.

  1. Intellectual Property
  2. Pre-Existing Materials. All proprietary software, frameworks, documentation, or processes owned by Heaven Technology LLC prior to this Agreement remain its exclusive property.
  3. Deliverables. Upon full payment, the Client shall receive a perpetual, non-exclusive license to use deliverables specifically identified in the applicable SOW.
  4. Third-Party Licenses. Any third-party tools, APIs, or plugins remain subject to their respective license terms. Heaven Technology LLC is not liable for licensing disputes arising from client alterations or misuse.
  5. Confidentiality

Both Parties agree that all non-public, proprietary, or sensitive information disclosed will be treated as confidential and will not be used or disclosed except for the performance of obligations under this Agreement.

Confidentiality obligations survive termination for five (5) years or indefinitely when required by law.

  1. Data Protection and Security

The Parties acknowledge and agree to comply with the Data Protection Agreement (DPA) and Cybersecurity & Data Handling Addendum incorporated by reference herein.

Heaven Technology LLC shall implement commercially reasonable technical and organizational security measures consistent with NIST, ISO/IEC 27001, SOC 2 Type II, and FTC Safeguards Rule requirements.

  1. Warranties

Heaven Technology LLC warrants that:

  • Services will be performed in a professional and workmanlike manner consistent with industry standards.
  • Deliverables will conform materially to SOW specifications upon delivery.

All other warranties, including implied warranties of merchantability, fitness, and non-infringement, are expressly disclaimed.

  1. Limitation of Liability

To the maximum extent permitted by law:

  • Heaven Technology LLC’s total aggregate liability shall not exceed the total fees paid by the Client under the applicable SOW in the preceding twelve (12) months.
  • Heaven Technology LLC shall not be liable for consequential, incidental, or indirect damages including data loss, loss of profits, or downtime.
  1. Indemnification

Each Party agrees to defend, indemnify, and hold harmless the other from any claim, demand, or liability arising from:

  • Negligent acts or omissions;
  • Misuse of confidential information; or
  • Infringement of intellectual property rights by deliverables or supplied data.

Indemnities are contingent on prompt written notice and cooperation by the indemnified party.

  1. Compliance and Legal Standards

Heaven Technology LLC will comply with all applicable laws and regulations including but not limited to:

  • CCPA/CPRA (California Consumer Privacy regulations)
  • GDPR (EU Data Protection) — for international data subjects
  • FTC Cybersecurity Standards
  • Export Administration Regulations (EAR) and U.S. trade compliance laws

Clients must ensure their content and operations comply with all relevant laws within their jurisdictions.

  1. Force Majeure

Neither Party shall be liable for failures or delays in performance caused by acts beyond reasonable control, including natural disasters, network outages, cyberattacks, war, terrorism, or governmental restrictions.

Performance timelines will be extended proportionally to the duration of the disruption.

  1. Insurance

Heaven Technology LLC maintains commercial insurance coverage, including:

  • General liability insurance;
  • Professional (E&O) insurance;
  • Cyber liability insurance covering data breaches, ransomware, and third-party claims.

Certificates of insurance can be provided upon written request.

  1. Audit and Oversight

The Client may, upon reasonable notice and at its expense, audit provider compliance regarding security controls, licensing, and data handling.

Audits shall not disclose proprietary methodologies and must preserve Heaven Technology LLC’s confidentiality standards.

  1. Termination

Either Party may terminate this Agreement:

  • With 30 days’ written notice for convenience;
  • Immediately upon material breach uncured within fifteen (15) days of notice;
  • Due to insolvency, cessation of business, or violation of applicable law.

Upon termination:

  • Heaven Technology LLC shall promptly return or destroy client data per the DPA.
  • All outstanding amounts shall become immediately due and payable.
  • Client licenses or access may be revoked.
  1. Governing Law and Jurisdiction

This Agreement shall be governed by and interpreted in accordance with U.S. Federal Law and the laws of the State of Arizona.

Exclusive jurisdiction shall reside with the courts of Maricopa County, Arizona.

All parties waive any right to jury trial or participation in class actions. Binding arbitration may be used if mutually agreed.

  1. Entire Agreement

This MSA, together with the SOWs, Privacy Policy, Terms of Service, Acceptable Use Policy, Cybersecurity Addendum, and Data Protection Agreement, constitutes the entire understanding between the Parties and supersedes all prior agreements or communications.

  1. Amendments and Notices

All amendments must be made in writing and signed by both Parties.

Official notices shall be transmitted by certified mail, courier, or verified email to the designated contacts specified in the governing SOW.

  1. Counterparts and Execution

This Agreement may be executed electronically and in multiple counterparts, each constituting one binding instrument. Electronic signatures are legally valid and enforceable under the U.S. E-SIGN Act.

  1. Contact Information

Heaven Technology LLC
5830 Franklin Rd SE Deming NM 88030
Email: compliance@myonetech.com
+1 (575) 265-4527
https://myonetech.com/contact-us/