MASTER IT SERVICES AGREEMENT
Heaven Technology LLC — Essential IT Support Plan

This Master IT Services Agreement (“Agreement”) is entered into as of the date of Customer’s electronic enrollment (the “Effective Date”) by and between:

PROVIDER: Heaven Technology LLC, a New Mexico limited liability company, with its principal place of business at 5830 Franklin Rd SE, Deming, NM 88030 (“Provider,” “we,” “us,” or “our”).

CUSTOMER: The individual or entity that electronically enrolls in the Essential IT Support Plan through Provider’s website (the “Customer,” “you,” or “your”).

Collectively referred to as the “Parties” and individually as a “Party.”

RECITALS

WHEREAS, Provider is in the business of providing information technology support, managed services, cybersecurity, and related professional services; and

WHEREAS, Customer desires to engage Provider to deliver the Essential IT Support Plan services as described herein; and

WHEREAS, the Parties intend for this Agreement to constitute a complete, binding, and enforceable contract under the laws of the State of New Mexico;

NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1 — DEFINITIONS

1.1 “Services” means the specific IT support services described in Article 3 of this Agreement, as may be modified in writing by mutual agreement.

1.2 “Service Period” means each calendar month during which the Agreement is in effect, beginning on the 1st day and ending on the last day of that month.

1.3 “Initial Term” means the period of twelve (12) consecutive Service Periods beginning on the day immediately following the expiration of the Free Trial Period.

1.4 “Free Trial Period” means the first seven (7) calendar days following the Effective Date, during which Customer receives full Services at no charge.

1.5 “Renewal Term” means each successive month-to-month period following the Initial Term.

1.6 “On-Site Visit” means one (1) scheduled visit by a Provider technician to Customer’s physical location, including up to two (2) hours of on-site work per month.

1.7 “Business Hours” means 10:00 AM to 4:00 PM, Monday through Friday, excluding federal holidays observed in the State of New Mexico.

1.8 “Ticket” means any request for technical assistance submitted by Customer via phone, email, or web form.

1.9 “Endpoint” means any computer, laptop, tablet, or similar device managed by Provider under this Agreement.

1.10 “Data” means all information, files, documents, emails, databases, and other digital content stored on Customer’s systems or in Customer’s possession, regardless of medium.

1.11 “Confidential Information” means any non-public information disclosed by either Party to the other in connection with this Agreement, including but not limited to business plans, financial data, customer lists, technical specifications, security configurations, and proprietary processes.

1.12 “Early Termination Fee” or “ETF” means the sum of all remaining monthly fees through the end of the Initial Term, as described in Article 5.

1.13 “SLA” means the Service Level Agreement described in Article 8.

1.14 “Out-of-Scope Work” means any service, repair, project, or task not explicitly included in the Services described in Article 3.

ARTICLE 2 — SERVICES & SCOPE

2.1 Included Services. Provider shall deliver the following services to Customer during each Service Period:

(a) Business-hours help desk support via phone and email (10:00 AM – 4:00 PM, Monday – Friday);
(b) Response to Tickets within four (4) Business Hours of submission;
(c) Monthly preventive maintenance including disk health checks, driver updates, performance tuning, and system cleanup;
(d) Operating system and application patching on a risk-based schedule;
(e) Basic endpoint monitoring (heartbeat checks, uptime verification);
(f) Antivirus and/or Endpoint Detection and Response (EDR) management including deployment, updates, and alert triage;
(g) Email-based ticket submission and status tracking;
(h) One (1) On-Site Visit per month, up to two (2) hours.

2.2 Exclusions. The following are expressly NOT included in the Services and constitute Out-of-Scope Work:

(a) 24/7 after-hours, weekend, or holiday support;
(b) Proactive 24/7 monitoring with real-time alerting;
(c) Cloud administration including Microsoft 365 tenant management, Azure administration, or SaaS configuration;
(d) Dedicated IT manager or named single point of contact;
(e) Same-day on-site response guarantee;
(f) Complex infrastructure engineering including server builds, data center design, network redesign, or multi-site deployments;
(g) Project management, multi-week deployments, or implementation projects exceeding eight (8) hours total;
(h) Quarterly strategy sessions, executive reporting, or C-level advisory;
(i) Uptime SLA with guaranteed service credits beyond those in Article 8;
(j) Data recovery services (billed separately at $150/hour);
(k) Hardware procurement, resale, or physical repair beyond component replacement during an On-Site Visit;
(l) Legal, accounting, or compliance advisory services;
(m) Any service requiring more than four (4) hours of combined remote and on-site work in a single Ticket without prior written authorization.

2.3 Out-of-Scope Billing. Any Out-of-Scope Work requested by Customer will be quoted in writing before commencement. Customer must approve the quote in writing (email suffices) before Provider proceeds. Approved Out-of-Scope Work is billed at Provider’s then-current hourly rate of $85/hour, with a one (1) hour minimum.

2.4 Best Efforts. All Services are provided on a best-efforts basis in accordance with generally accepted industry standards. Provider does not guarantee any specific outcome, resolution time beyond the SLA in Article 8, or that all issues will be resolvable. Some problems may be unsolvable, require third-party vendor support, or exceed the scope of this Agreement.

2.5 No Guarantee of Security. Provider implements reasonable security measures as part of the Services. However, Provider does not and cannot guarantee that Customer’s systems, networks, or Data will be free from intrusion, attack, vulnerability, or compromise. The cybersecurity landscape is dynamic, and no set of measures can eliminate all risk. Customer acknowledges and accepts this inherent risk.

2.6 No Guarantee of Uptime. Provider does not guarantee continuous, uninterrupted availability of Customer’s systems, network, or internet connectivity. Downtime caused by Customer’s hardware, Customer’s ISP, third-party service providers (including Microsoft, AWS, or any SaaS vendor), power outages, or Force Majeure events is not attributable to Provider.

ARTICLE 3 — TERM, TRIAL, AND RENEWAL

3.1 Effective Date. This Agreement becomes effective when Customer electronically submits the enrollment form on Provider’s website. The Effective Date is the date of submission.

3.2 Free Trial Period. Customer shall have seven (7) calendar days from the Effective Date to evaluate the Services at no cost. The Free Trial Period ends at 11:59 PM on the seventh (7th) calendar day.

3.3 Opt-Out During Trial. To cancel during the Free Trial Period, Customer must provide written notice via email to support@myonetech.com before the expiration of the seventh (7th) day. No fee, charge, or obligation of any kind shall be incurred if proper notice is given. Provider will cease all Services within one (1) Business Day of receiving cancellation notice.

3.4 Automatic Conversion. If Customer does not provide written cancellation notice before the Free Trial Period expires, this Agreement automatically converts to a binding contract effective the eighth (8th) calendar day, and the Initial Term begins. Customer’s first invoice will be generated for the current calendar month (prorated from the 8th day through month-end).

3.5 Initial Term. The Initial Term is twelve (12) consecutive Service Periods. The plan is billed month-to-month at $249.00 USD per site per month.

3.6 Renewal. Upon completion of the Initial Term, this Agreement automatically renews on a month-to-month basis (each Renewal Term) until terminated by either Party in accordance with Article 5.

3.7 Price Changes. Provider may adjust the monthly fee with sixty (60) days’ prior written notice to Customer. If Customer does not accept the new fee, Customer may terminate at the end of the then-current Service Period without ETF (this is the only circumstance in which early termination is permitted without ETF during the Initial Term).

ARTICLE 4 — FEES AND PAYMENT

4.1 Monthly Fee. Customer shall pay Provider $249.00 USD per site per month for the Services. The fee is non-refundable once the applicable Service Period begins.

4.2 Billing Cycle. Invoices are issued on the 1st of each calendar month for that month’s Service Period. The first invoice (if the Effective Date falls mid-month) is prorated.

4.3 Payment Methods. Payment is accepted via ACH bank transfer, personal or business check, or major credit card. Payment is due within ten (10) calendar days of invoice date.

4.4 Late Payment. Overdue amounts accrue a finance charge of 1.5% per month (18% per annum) on the outstanding balance, or the maximum rate permitted by New Mexico law, whichever is less. Provider may suspend Services after fifteen (15) days of non-payment upon five (5) days’ prior written notice. Provider may resume Services upon receipt of payment in full, including any late charges.

4.5 Taxes. All fees are exclusive of applicable federal, state, and local taxes. Customer is responsible for all sales tax, use tax, or other governmental charges arising from the Services.

4.6 Collection Costs. If any amount becomes more than thirty (30) days past due, Customer shall pay all reasonable costs of collection, including but not limited to reasonable attorney’s fees, court costs, and collection agency fees, to the extent permitted by New Mexico law.

4.7 No Set-Off. Customer may not withhold, deduct, or set off any amount from fees due to Provider, regardless of any claim, dispute, or perceived deficiency in the Services.

4.8 Price Increases. As stated in Section 3.7, Provider may increase fees with 60 days’ notice.

ARTICLE 5 — CANCELLATION AND TERMINATION

5.1 During Free Trial. As stated in Section 3.3, Customer may cancel without obligation during the 7-day Free Trial Period.

5.2 During Initial Term — Customer Cancellation. If Customer cancels or terminates this Agreement for any reason during the Initial Term (after the Free Trial Period), Customer shall pay the Early Termination Fee (ETF), which equals the sum of all remaining monthly fees through the end of the Initial Term. For example, if Customer cancels at the end of month 4, the ETF equals 8 × $249.00 = $1,992.00.

5.3 During Initial Term — Provider Termination for Cause. Provider may terminate this Agreement immediately upon written notice if Customer: (a) fails to pay any amount within fifteen (15) days of the due date and fails to cure within an additional five (5) days of written notice; (b) uses the Services for any unlawful purpose; (c) materially breaches any provision of this Agreement and fails to cure within ten (10) days of written notice; or (d) becomes insolvent, files for bankruptcy, or has a receiver appointed. In the event of Provider termination for cause under this Section 5.3, Customer is not required to pay the ETF for the remaining term, but Customer remains liable for all fees accrued through the termination date.

5.4 During Renewal Term. After the Initial Term, either Party may terminate this Agreement with thirty (30) days’ prior written notice. No ETF applies during Renewal Terms.

5.5 Effect of Termination. Upon termination or expiration: (a) Customer’s right to receive Services ceases immediately; (b) Customer shall pay all fees accrued through the termination date, plus any applicable ETF; (c) Provider shall, within fourteen (14) days of termination, export and deliver to Customer any monitoring logs, patch reports, configuration documentation, or other records generated by Provider during the Service Period at no additional charge; (d) all provisions of this Agreement that by their nature survive termination (including Articles 6, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, and 20) shall survive.

5.6 No Refunds Except as Stated. Except for the Free Trial Period and the specific circumstance in Section 3.7, no fees are refundable under any circumstances, including but not limited to early termination, service interruption, or Customer’s change of business.

ARTICLE 6 — SERVICE LEVEL AGREEMENT (SLA)

6.1 Response Times.

Metric	Target
First response to Ticket (Business Hours)	Within 4 Business Hours
Remote resolution (standard issues)	Within 1 Business Day
On-Site Visit scheduling	Within 3 Business Days of request
Patch deployment (critical security)	Within 14 days of vendor release
Monthly maintenance completion	Within the applicable calendar month

6.2 SLA Credits. If Provider fails to meet the targets in Section 6.1, Customer is entitled to the following credits applied to the following month’s invoice:

Missed Metric	Credit
First response > 4 Business Hours	10% of monthly fee
Remote resolution > 1 Business Day	5% of monthly fee
On-Site Visit not scheduled within 3 Business Days	10% of monthly fee
Critical patch not deployed within 14 days	5% of monthly fee
Monthly maintenance not completed	5% of monthly fee

6.3 Maximum Credits. Total SLA credits in any single Service Period shall not exceed twenty-five percent (25%) of the monthly fee.

6.4 Sole Remedy. SLA credits are Customer’s sole and exclusive remedy for Provider’s failure to meet the targets in Section 6.1. Customer waives all other claims, damages, or remedies related to response time or resolution time, whether in contract, tort, or otherwise.

6.5 Exclusions. The SLA does not apply to: (a) issues caused by Customer’s hardware, software, or configuration; (b) outages of Customer’s internet service provider, telephone carrier, or any third-party service; (c) Microsoft, AWS, or other SaaS platform outages; (d) scheduled maintenance for which Provider gave 48 hours’ prior notice; (e) Force Majeure events; (f) issues requiring Customer’s cooperation, access, or credentials that Customer failed to provide in a timely manner; (g) Out-of-Scope Work.

6.6 Claim Process. To claim an SLA credit, Customer must submit a written request via email to support@myonetech.com within ten (10) calendar days of the missed target, specifying the Ticket number, the metric missed, and the date/time of the event. Provider will respond within five (5) Business Days. If not claimed within 10 days, the credit is forfeited.

ARTICLE 7 — DATA RESPONSIBILITY AND BACKUP

7.1 Customer’s Sole Responsibility. Customer is solely and exclusively responsible for maintaining current, verified, and complete backups of all Data prior to and during the term of this Agreement. Customer acknowledges that Provider does not perform, and is not responsible for, data backup as a service under this Agreement.

7.2 No Data Liability. Provider shall not be liable under any theory of law — including but not limited to contract, negligence, strict liability, or breach of warranty — for any loss, corruption, alteration, deletion, or destruction of Data, regardless of cause. This includes losses caused by: hardware failure; software error or bug; human error (by Customer, Provider, or third parties); cyber attack, ransomware, or malware; power failure; natural disaster; or Provider’s own negligence in the performance of Services.

7.3 Reasonable Efforts Only. During the performance of Services, Provider will make reasonable efforts to avoid disrupting Data. However, Provider makes no guarantee of Data integrity, availability, or recoverability. Customer acknowledges that certain operations (patching, re-imaging, configuration changes) carry an inherent, non-zero risk of Data disruption, and Customer accepts this risk.

7.4 No Storage Obligation. Provider does not store copies of Customer’s personal or business files, documents, photos, or other Data content. Provider stores only monitoring logs, ticket history, patch records, and configuration documentation necessary to deliver the Services. Upon termination, Provider will delete all Customer Data within thirty (30) days, except as required by law.

7.5 Customer’s Warranties Regarding Data. Customer represents and warrants that: (a) Customer has the legal right to possess and use all Data on Customer’s systems; (b) Customer’s Data does not and will not violate any law, regulation, or third-party right; (c) Customer has implemented its own backup solution independent of Provider; and (d) Customer has verified the integrity of its backups within the past thirty (30) days.

ARTICLE 8 — BEST-EFFORTS SERVICE AND WARRANTY

8.1 Best Efforts. All Services are provided on a best-efforts basis. Provider uses skilled technicians and follows industry-standard practices. However, Provider does not guarantee: (a) that all issues will be resolved; (b) any specific resolution time beyond the SLA in Article 6; (c) that components will be immediately available; (d) that a repair will be permanent; (e) compatibility between existing and new components; or (f) that Customer’s systems will be free from errors, vulnerabilities, or downtime.

8.2 Parts and Labor Warranty. Provider warrants parts ninety (90) days and two (2) weeks labor performed by Provider for a period of from the date of service completion. This warranty: (a) covers only the specific part replaced or work performed; (b) does not cover damage caused by misuse, liquid exposure, physical impact, electrical surge, unauthorized modification by Customer or a third party, or failure to follow Provider’s written care instructions; (c) is void if the equipment is serviced by a party other than Provider after the initial repair; and (d) is the sole warranty provided, express or implied.

8.3 Disclaimer of Implied Warranties. TO THE MAXIMUM EXTENT PERMITTED BY NEW MEXICO LAW, PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PROVIDER MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

8.4 No Obligation to Repair. Provider is under no obligation to repair, replace, or refund for: (a) hardware that is obsolete, end-of-life, or beyond economical repair; (b) damage caused by Customer or a third party; (c) issues arising from Customer’s failure to follow Provider’s recommendations; or (d) problems that Customer’s own staff or a previous provider caused.

ARTICLE 9 — COST AUTHORIZATION AND SCOPE CONTROL

9.1 Authorization Threshold. Customer authorizes Provider to perform in-scope work up to the quoted price for a specific job. If additional issues are discovered that would increase the total cost by more than fifteen percent (15%) of the original quote, Provider shall contact Customer for written approval before proceeding with the additional work.

9.2 On-Site Time Limit. The monthly On-Site Visit includes up to two (2) hours. Provider will notify Customer before exceeding two hours. Additional time is billed at $85/hour with Customer’s prior verbal or written approval.

9.3 No Unauthorized Work. Provider shall not perform Out-of-Scope Work without Customer’s prior written authorization. Any work performed without authorization is at Provider’s sole expense and Customer owes nothing for it.

9.4 Customer’s Duty to Cooperate. Customer shall provide reasonable cooperation, access, and information necessary for Provider to perform the Services. If Customer fails to provide access, credentials, or a point of contact within a reasonable time, the SLA clock is paused until Customer responds.

ARTICLE 10 — ON-SITE SERVICE TERMS

10.1 Customer’s Obligations. For each On-Site Visit, Customer shall: (a) provide safe, secure, and unobstructed access to the work area; (b) provide adequate power outlets and a stable working environment; (c) have a designated point of contact available for the duration of the visit; (d) provide existing network documentation, administrator credentials, or physical keys as reasonably necessary; and (e) ensure that no hazardous conditions (exposed wiring, water, chemicals, animals) are present in the work area.

10.2 Provider Not Liable for Pre-Existing Conditions. Provider shall not be liable for any damage to Customer’s property, equipment, or premises discovered during an On-Site Visit that is attributable to pre-existing conditions, including but not limited to: power instability or surges; water or moisture damage; pest damage; structural deficiencies; prior unauthorized modifications; or wear and tear.

10.3 Travel and Scheduling. On-Site Visits are scheduled by mutual agreement. Provider is not obligated to travel more than fifty (50) miles from its Deming, NM location without prior written agreement on additional travel charges.

ARTICLE 11 — SOFTWARE, LICENSING, AND COMPLIANCE

11.1 Customer’s Responsibility for Licenses. Customer is solely responsible for owning, maintaining, and renewing valid licenses for all operating systems, applications, and software running on Customer’s devices and infrastructure. Provider does not supply, activate, renew, or warrant the legality of any pre-existing software.

11.2 No Piracy. Customer represents and warrants that all software installed on Customer’s systems is properly licensed. Customer shall not request, and Provider shall not perform, any service that would facilitate software piracy, license evasion, or violation of any end-user license agreement.

11.3 Compliance. Customer is solely responsible for ensuring that its business operations, use of technology, and handling of Data comply with all applicable federal, state, and local laws and regulations, including but not limited to HIPAA, PCI-DSS, COPPA, FERPA, and any industry-specific requirements. Provider may recommend compliance measures but is not a legal, compliance, or regulatory advisor.

11.4 Provider’s Right to Refuse. Provider may refuse to perform any service that Provider reasonably believes would violate applicable law, facilitate unauthorized access to any system, or expose Provider to legal liability.

ARTICLE 12 — SECURITY AND CONFIDENTIALITY

12.1 Reasonable Safeguards. Provider shall implement and maintain reasonable administrative, technical, and physical safeguards to protect Customer’s Confidential Information and systems from unauthorized access, use, or disclosure. “Reasonable” is defined as consistent with generally accepted industry practices for IT service providers of similar size and scope.

12.2 No Absolute Security. Provider acknowledges that no system is completely secure. Provider does not guarantee that Customer’s systems, networks, or Data will be free from intrusion, attack, vulnerability, or compromise. Customer acknowledges the inherent risk of operating in a connected digital environment and accepts that risk.

12.3 Confidentiality Obligation. Each Party shall hold the other’s Confidential Information in strict confidence and shall not disclose it to third parties without prior written consent, except: (a) as required by law, regulation, or court order; (b) to Provider’s employees, agents, or subcontractors who need to know and are bound by equivalent confidentiality obligations; or (c) as necessary to enforce this Agreement.

12.4 Survival. The confidentiality obligations in this Article survive termination of this Agreement for a period of two (2) years.

12.5 Data Breach Notification. In the event Provider becomes aware of a security breach affecting Customer’s Data or systems, Provider shall notify Customer within forty-eight (48) hours of discovery. Provider shall cooperate with Customer in investigating and remediating the breach. However, Provider’s liability for any breach is subject to the limitations in Article 14.

12.6 Customer’s Security Responsibilities. Customer is responsible for: (a) maintaining strong passwords and enabling multi-factor authentication on all accounts; (b) not sharing credentials with unauthorized individuals; (c) promptly reporting suspected security incidents to Provider; and (d) not installing unauthorized software on managed Endpoints.

ARTICLE 13 — CUSTOMER REPRESENTATIONS AND WARRANTIES

Customer represents, warrants, and covenants that:

13.1 Customer is at least eighteen (18) years of age and has the legal capacity to enter into this Agreement.

13.2 If Customer is an entity, the individual enrolling has actual authority to bind that entity to this Agreement.

13.3 Customer’s enrollment in and use of the Services will comply with all applicable federal, state, and local laws and regulations.

13.4 Customer owns or has the legal right to use all hardware, software, and Data on its systems.

13.5 Customer has implemented its own independent backup solution and has verified the integrity of its backups.

13.6 Customer will not use the Services for any unlawful purpose, including but not limited to: hacking, unauthorized access to any computer system, distribution of malware, spam, fraud, or any activity that violates the Computer Fraud and Abuse Act (18 U.S.C. § 1030) or New Mexico’s computer crimes statutes (NMSA 1978, § 30-22-1 et seq.).

13.7 Customer is not currently the subject of any bankruptcy, insolvency, or receivership proceeding.

13.8 Customer’s enrollment information (name, address, email, phone) is accurate and current.

ARTICLE 14 — LIMITATION OF LIABILITY

THIS ARTICLE IS A MATERIAL TERM OF THIS AGREEMENT. BY ENROLLING, CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES TO THE LIMITATIONS BELOW.

14.1 NO CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE NEW MEXICO LAW, IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO: LOSS OF BUSINESS; LOSS OF PROFITS; LOSS OF REVENUE; LOSS OF DATA; LOSS OF GOODWILL; LOSS OF PRODUCTION SAVINGS; LOSS OF USE; BUSINESS INTERRUPTION; COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR DAMAGES FOR LITIGATION, ARBITRATION, OR DISPUTE RESOLUTION. THIS LIMITATION APPLIES REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND REGARDLESS OF WHETHER PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 CAP ON LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR AT LAW, PROVIDER’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, OR ANY DELIVERY OF SERVICES, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO PROVIDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL PROVIDER’S LIABILITY EXCEED $2,988.00 (TWELVE MONTHS OF THE MONTHLY FEE).

14.3 EXCLUSIONS FROM CAP. The limitations in Sections 14.1 and 14.2 do not apply to: (a) Customer’s payment obligations under this Agreement; (b) Provider’s indemnification obligations under Article 15 (to the extent Provider is the indemnifying party); or (c) liability that cannot be limited under applicable New Mexico law.

14.4 NO LIABILITY FOR THIRD PARTIES. Provider shall not be liable for any acts, omissions, errors, or failures of any third party, including but not limited to: Customer’s internet service provider; telephone or cable carriers; Microsoft, AWS, Google, or any SaaS vendor; hardware manufacturers; software vendors; or any other entity not directly employed by Provider.

14.5 NO LIABILITY FOR CUSTOMER’S ACTS. Provider shall not be liable for any loss or damage resulting from: Customer’s failure to follow Provider’s written instructions or recommendations; Customer’s own negligence or mismanagement; acts or omissions of Customer’s employees, agents, or contractors; Customer’s failure to maintain adequate backups; or Customer’s unauthorized modification of managed systems.

14.6 ACKNOWLEDGMENT. Customer acknowledges that: (a) the limitations in this Article are a material inducement for Provider to offer the Services at the stated price; (b) without these limitations, Provider would not provide the Services or would charge substantially more; and (c) Customer has had the opportunity to seek independent legal counsel before enrolling.

ARTICLE 15 — INDEMNIFICATION

15.1 Customer Indemnifies Provider. Customer shall indemnify, defend, and hold harmless Provider, its members, managers, employees, agents, officers, directors, successors, and assigns (collectively, “Provider Indemnitees”) from and against any and all claims, demands, actions, suits, losses, liabilities, damages, costs, and expenses (including reasonable attorney’s fees and court costs) arising out of or relating to:

(a) Customer’s use of the Services, including any use not in accordance with this Agreement;
(b) Customer’s violation of any applicable law, regulation, or third-party right;
(c) Any claim that Customer’s Data, hardware, or software infringes a third party’s intellectual property or other rights;
(d) Any claim by Customer’s employees, agents, or contractors related to the Services;
(e) Customer’s breach of this Agreement;
(f) Any claim arising from Customer’s failure to maintain adequate backups;
(g) Any claim arising from Customer’s unlawful use of the Services or any system;
(h) Any tax, penalty, or fine imposed on Provider as a result of Customer’s actions or omissions.

15.2 Provider Indemnifies Customer (Limited). Provider shall indemnify and hold harmless Customer from and against any third-party claim that Provider’s Services, as performed in accordance with this Agreement, infringe a third party’s patent, copyright, or trademark, provided that: (a) Customer promptly notifies Provider in writing of the claim; (b) Provider has sole control of the defense and settlement; and (c) Customer provides reasonable cooperation at Provider’s expense. Provider’s sole obligation under this Section is to procure the right for Customer to continue using the infringing element, modify it, or replace it with a non-infringing equivalent. Provider’s total liability under this Section is subject to the cap in Section 14.2.

15.3 Exclusions from Provider Indemnification. Provider’s indemnification in Section 15.2 does not apply to claims arising from: (a) Customer’s modification of the Services; (b) combination of the Services with hardware, software, or data not provided by Provider; (c) Customer’s use of the Services in a manner not recommended by Provider; or (d) any open-source software included at Customer’s request.

ARTICLE 16 — INTELLECTUAL PROPERTY

16.1 Provider’s IP. All methodologies, scripts, monitoring tools, dashboards, documentation templates, proprietary processes, trade secrets, and other intellectual property used by Provider in delivering the Services are and shall remain the sole and exclusive property of Provider. Nothing in this Agreement grants Customer any right, title, or interest in Provider’s intellectual property.

16.2 Customer’s IP. All Data, documents, and content owned by Customer remain the sole property of Customer. Provider acquires no right, title, or interest in Customer’s Data except the limited right to process it as necessary to deliver the Services.

16.3 Feedback. If Customer provides suggestions, ideas, or feedback regarding the Services, Provider may use them without obligation or compensation to Customer.

ARTICLE 17 — INDEPENDENT CONTRACTOR

17.1 Provider is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or fiduciary relationship between the Parties.

17.2 Provider is not an employee of Customer and has no authority to bind Customer to any obligation. Customer is not an employee of Provider.

17.3 Each Party is solely responsible for its own taxes, insurance, and employment obligations.

ARTICLE 18 — FORCE MAJEURE

18.1 Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent caused by events beyond its reasonable control, including but not limited to: acts of God; natural disasters (flood, earthquake, wildfire, tornado); war; terrorism; civil unrest; government action or order; pandemic or epidemic; labor strike; fire; explosion; widespread internet or telecommunications failure; power grid failure; or failure of a third-party service provider on which Provider relies.

18.2 The affected Party shall: (a) notify the other Party within forty-eight (48) hours of the Force Majeure event; (b) use commercially reasonable efforts to mitigate the impact and resume performance; and (c) provide regular updates on the expected duration.

18.3 If a Force Majeure event continues for more than thirty (30) consecutive days, either Party may terminate this Agreement upon written notice without ETF, and Customer shall pay only for Services actually rendered through the termination date.

ARTICLE 19 — DISPUTE RESOLUTION AND GOVERNING LAW

19.1 Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of New Mexico, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

19.2 Good-Faith Negotiation. The Parties shall first attempt to resolve any dispute arising out of or relating to this Agreement through good-faith negotiation. A designated representative from each Party shall meet (in person or by video conference) within fifteen (15) days of written notice of a dispute.

19.3 Binding Arbitration. If the dispute is not resolved through negotiation within thirty (30) days, it shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Las Cruces, New Mexico. The arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

19.4 Attorney’s Fees. The prevailing Party in any arbitration or court proceeding shall be entitled to recover its reasonable attorney’s fees, expert witness fees, and costs from the non-prevailing Party.

19.5 Injunctive Relief. Notwithstanding the arbitration clause, either Party may seek temporary or preliminary injunctive relief in the state or federal courts located in Doña Ana County, New Mexico, to prevent irreparable harm, including but not limited to unauthorized disclosure of Confidential Information or unauthorized use of intellectual property.

19.6 WAIVER OF JURY TRIAL. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR ENTERING INTO THIS AGREEMENT.

19.7 Class Action Waiver. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION, COLLECTIVE ACTION, OR CONSOLIDATED ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. ANY DISPUTE SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY.

19.8 Small Claims. Notwithstanding the arbitration clause, either Party may elect to pursue a claim in small claims court in Doña Ana County, New Mexico, for amounts within the jurisdictional limit, in lieu of arbitration.

ARTICLE 20 — ASSIGNMENT AND SUBCONTRACTING

20.1 Customer May Not Assign. Customer shall not assign, transfer, or delegate this Agreement or any rights or obligations hereunder without Provider’s prior written consent, which may be granted or withheld in Provider’s sole discretion. Any purported assignment without consent is void.

20.2 Change of Ownership. A sale, merger, or change of majority ownership of Customer’s business constitutes a change of entity and requires Provider’s written consent to continue the Agreement. Without consent, the Agreement terminates and the ETF applies.

20.3 Provider May Subcontract. Provider may subcontract portions of the Services to trusted third-party technicians or specialists, provided that: (a) Provider remains fully responsible for the quality and confidentiality of all work; (b) subcontractors are bound by confidentiality obligations no less restrictive than this Agreement; and (c) Customer is not required to consent to any subcontractor.

ARTICLE 21 — NOTICES

21.1 All notices under this Agreement must be in writing and are deemed effectively given when: (a) delivered personally; (b) sent by confirmed email (with read receipt or return confirmation) to the email address provided in the enrollment form; (c) sent by certified mail, return receipt requested, to the address on file; or (d) sent by nationally recognized overnight courier.

21.2 Provider’s Address: 5830 Franklin Rd SE, Deming, NM 88030. Email: support@myonetech.com.

21.3 Customer’s Address: As provided in the enrollment form. Customer shall notify Provider within five (5) Business Days of any change of address.

21.4 Notices of cancellation, termination, or breach must be sent via email AND certified mail to be effective.

ARTICLE 22 — RECORDS AND AUDIT

22.1 Provider shall maintain records of all Tickets, On-Site Visits, patch deployments, and maintenance activities for a minimum of twenty-four (24) months.

22.2 Customer may request a service report once per quarter. Provider shall provide a summary of Tickets, resolutions, and On-Site Visits within five (5) Business Days of request.

22.3 Provider is not obligated to maintain or provide real-time access to its internal monitoring dashboards, ticketing systems, or administrative tools.

ARTICLE 23 — PROVIDER’S RIGHTS AND REMEDIES

23.1 Right to Suspend. Provider may suspend or terminate Services immediately (without notice) if: (a) Customer uses the Services for unlawful purposes; (b) Customer’s systems pose a security threat to Provider’s network or other customers; (c) Customer fails to pay and the cure period in Section 4.4 has expired; or (d) Provider reasonably believes continued service would expose Provider to legal liability.

23.2 Right to Refuse. Provider may refuse to perform any specific service or Ticket that Provider reasonably determines is: (a) out of scope; (b) unsafe; (c) likely to cause damage; (d) in violation of law; or (e) beyond Provider’s technical capability.

23.3 Right to Modify Services. Provider reserves the right to modify, upgrade, or discontinue specific tools, platforms, or methodologies used in delivering the Services, provided the overall scope and quality of the Services is maintained. Provider shall notify Customer of material changes at least thirty (30) days in advance.

23.4 No Duty to Train. Provider has no obligation to train Customer’s staff, provide educational materials, or provide ongoing IT literacy instruction beyond what is necessary to deliver the Services.

 

ARTICLE 24 — ELECTRONIC SIGNATURE AND RECORDS

24.1 Electronic Signature. Customer acknowledges and agrees that the electronic submission of the enrollment form on Provider’s website constitutes a legally binding electronic signature under: (a) the federal ESIGN Act (15 U.S.C. § 7001 et seq.); (b) the New Mexico Uniform Electronic Transactions Act (NMSA 1978, § 14-16-1 et seq.); and (c) the New Mexico UETA. This electronic signature is the legal equivalent of a handwritten signature.

24.2 Acknowledgment of Understanding. By submitting the enrollment form, Customer represents that: (a) Customer has read this entire Agreement in its entirety; (b) Customer understands all terms, conditions, and limitations; (c) Customer has had the opportunity to consult with independent legal counsel; (d) Customer enters into this Agreement voluntarily and without duress; and (e) Customer is bound by all terms as if physically signed.

24.3 Electronic Records. The Parties agree that electronic records and communications (including email confirmations) are valid and admissible in any proceeding to the same extent as paper records under NMSA 1978, § 14-16-5.

ARTICLE 25 — SEVERABILITY

25.1 If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if it cannot be modified, it shall be severed and the remaining provisions shall continue in full force and effect.

25.2 The invalidity of any provision does not affect the validity of the remaining provisions or the Agreement as a whole.

ARTICLE 26 — WAIVER

26.1 The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of that Party’s right to enforce that provision or any other provision in the future.

26.2 A waiver of any breach must be in writing and signed by the waiving Party to be effective.

26.3 No course of dealing or pattern of conduct shall constitute a waiver of any term of this Agreement.

ARTICLE 27 — ENTIRE AGREEMENT AND AMENDMENTS

27.1 Entire Agreement. This Agreement, together with the service description published on Provider’s website at the time of enrollment, constitutes the entire agreement between the Parties regarding the subject matter hereof. It supersedes all prior or contemporaneous negotiations, representations, warranties, commitments, offers, or agreements, whether written or oral.

27.2 No Oral Modifications. No modification, amendment, or supplement to this Agreement is valid unless made in writing and signed (or electronically acknowledged) by both Parties. No representative, employee, or agent of either Party has authority to modify this Agreement except as expressly provided herein.

27.3 No Reliance. Customer acknowledges that it has not relied on any representations, statements, or promises made by Provider (or its agents) other than those expressly set forth in this Agreement.

ARTICLE 28 — COMPLIANCE WITH LAWS

28.1 Each Party shall comply with all applicable federal, state, and local laws, regulations, and ordinances in the performance of this Agreement.

28.2 Customer specifically represents that its use of the Services will comply with all applicable data protection, privacy, and industry-specific regulations applicable to Customer’s business.

28.3 If compliance with any law requires modification of this Agreement, the Parties shall negotiate in good faith to effect such modification. If no modification can be agreed upon, the affected Party may terminate upon thirty (30) days’ notice.

ARTICLE 29 — NO THIRD-PARTY BENEFICIARIES

29.1 This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. Nothing in this Agreement, express or implied, confers any rights or remedies upon any third party, including Customer’s employees, clients, or other users of Customer’s systems.

29.2 Customer’s end-users (employees, contractors) have no direct contractual relationship with Provider and cannot make claims against Provider under this Agreement.

ARTICLE 30 — COUNTERPARTS AND FORMAT

30.1 This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

30.2 This Agreement may be delivered electronically (PDF, email, or web form) and shall have the same force and effect as a paper original.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

PROVIDER:
Heaven Technology LLC
By: ___________________________
Name:
Title:
Date: ___________________________

CUSTOMER:
By: ___________________________
Name:
Title:
Entity: ___________________________
Date: ___________________________

EXHIBIT A — SERVICE DESCRIPTION

The following services are included in the Essential IT Support Plan at $249.00 per site per month:

1. Business-hours help desk (phone & email), 10 AM – 4 PM, M–F
2. 4-hour response time (Business Hours)
3. Monthly preventive maintenance
4. OS & application patching
5. Basic endpoint monitoring
6. Antivirus / EDR management
7. Email support
8. One (1) on-site visit per month (up to 2 hours)

Out-of-scope work: $85/hour, 1-hour minimum, requires prior written authorization.

EXHIBIT B — SLA CREDIT SCHEDULE

Missed Metric	Credit (% of Monthly Fee)
First response > 4 Business Hours	10%
Remote resolution > 1 Business Day	5%
On-Site Visit not scheduled within 3 Business Days	10%
Critical patch not deployed within 14 days	5%
Monthly maintenance not completed	5%
Maximum total per month	25%