Last Updated: March 11, 2026

This Master Services Agreement ("Agreement") governs all services, hardware sales, subscriptions and partnerships provided by Anson CTO, LLC ("Consultant") to the Client ("Partner" or "Client").

1. PARTNERSHIP & ENGAGEMENT STRUCTURE

1.1. The Strategic Partnership Model

The Anson CTO Strategic Partnership is a recurring service engagement. By enrolling, the Client gains access to preferred rates, priority scheduling, and exclusive support tiers.

Subscription Fee: As set forth in the applicable Quote, Service Order, or Partnership Agreement.

Term: The initial term shall be twelve (12) full billing cycles. The Term commences on the first day of the first full calendar month following the date of execution ("Billing Start Date"). Any services provided or fees charged on a prorated basis between the date of execution and the Billing Start Date shall not count toward the satisfaction of the 12-month Term.

Auto-Renewal: The Partnership automatically renews for subsequent 12-month periods unless terminated in accordance with Section 5.

1.2. Service Rates & Billing Increments

Rates for services are defined in the Client's signed Quote or Partnership Agreement.

Billing Increments:

Non-Partners: Billed in 1-hour minimum increments.

Partners: Billed in 15-minute increments (0.25 hours).

Billable Activities: Billable time includes all work performed on behalf of the Client, including but not limited to: remote configuration, on-site visits, vendor negotiations, email support, phone consultations, and text message support.

Travel Time and Expenses: Travel time to and from a Client location is considered a billable activity and is billed at the applicable standard hourly rate. In addition to hourly rates, the Client is responsible for reimbursing all reasonable travel-related expenses incurred by Consultant in connection with any on-site visit.

1.3. Right to Access

Client shall provide Consultant with necessary administrative access to digital systems (including but not limited to PBX, router, and carrier portals) and reasonable physical access to premises as required to perform the Services. Consultant is not liable for service delays, security vulnerabilities, or system failures caused by Client’s withholding of such access.

1.4. Authorized Requestors and Presumptive Authority

To ensure timely support, Consultant does not maintain or verify a restricted list of "authorized callers". Client agrees that any request for service, support, or consultation made by a Client employee, contractor, or agent via phone, email, text, or ticketing system carries "presumptive authority". Consultant is entitled to rely on such requests and perform billable work accordingly. Client assumes full responsibility for all charges incurred by its personnel and is responsible for internal communication regarding who is permitted to request Consultant’s time.

2. EMERGENCY SUPPORT POLICY (PARTNERS ONLY)

2.1. Standard Response (Best Effort)

Consultant is committed to providing timely support to all Partners. We will make a commercial best effort to address all standard support requests as quickly as possible during our normal business hours at the standard Partner Rate.

2.2. Emergency Designation

Emergency Support rates apply only when the Client explicitly designates the request as an emergency or requires immediate attention.

How to Trigger: Emergency status is activated when the Client requests immediate assistance via phone call, text, email, or support ticket using language such as "Emergency," "Urgent," "Critical," "Immediate Attention," or similar explicit designations indicating a need for prioritized response.

The Agreement: By utilizing such language or requesting immediate prioritization, the Client acknowledges that they are bypassing the standard queue and agreeing to the Emergency Rates listed below.

2.3. Emergency Rates

Emergency Support is billed at a premium rate as defined in the Client's Partnership Agreement (typically 2x the Standard Partner Rate).

Minimum Charge: A one (1) hour minimum applies to all emergency engagements.

Increments: Time exceeding the first hour is billed in 15-minute increments at the applicable emergency rate.

3. BILLING, PAYMENTS & VARIABLE AUTO-PAY

3.1. Upfront Payments

All fixed-cost items, including monthly partnership fees, flat-rate projects, hardware, and software licenses, must be paid in full prior to the commencement of work or ordering of equipment.

3.2. Variable Auto-Pay Authorization & Requirement

The Client acknowledges that the monthly billing amount may vary based on the usage of hourly services.

Requirement to Maintain Valid Method: The Client shall maintain a valid, up-to-date Credit Card or ACH Bank Account on file with Consultant at all times during the Term. It is the Client’s responsibility to update this information immediately upon any change (e.g., expiration, card reissue, or bank change).

Authorization: The Client authorizes Consultant to automatically charge the credit card or ACH method on file for:

(a) The recurring monthly Partnership Fee; PLUS

(b) Any unbilled hourly labor incurred.

Progress Billing: While standard billing occurs on the 1st of each month, Consultant reserves the right to process payment for accrued hourly labor at any time during the billing cycle.

Waiver of Review: To facilitate efficient service, the Client waives the right to pre-approve each recurring variable invoice, provided the charges reflect the rates agreed to in the Partnership Agreement.

3.3. Late Payments, Penalties & Collections

Late Fee: Invoices remaining unpaid for more than five (5) days past the due date may incur a late fee of 2.0% of the outstanding balance or $50.00, whichever is greater, for each month (or fraction thereof) that the invoice remains unpaid.

Suspension: Invoices not paid within 10 days of the due date may result in immediate suspension of services. Re-activation of a suspended account may incur a separate administrative fee.

Collections: Accounts that remain delinquent for more than 30 days may be referred to a third-party collections agency. The Client agrees to be responsible for all reasonable costs associated with the collection of past-due amounts, including collection agency fees, court costs, and reasonable attorney’s fees.

3.4. Expiration & Forfeiture of Pre-Paid Labor

Non-Partners: Any pre-paid labor, retainers, or block hours purchased by a Client who is not an active Strategic Partner must be utilized within twelve (12) months from the date of payment. Any unused labor balance remaining after this twelve (12) month period automatically expires and is forfeited with no cash value.

Partners: Pre-paid labor balances for active Partners do not expire based on date of purchase so long as the Partnership remains active and in good standing. However, upon cancellation, termination, or non-renewal of the Strategic Partnership subscription, any unused pre-paid labor is immediately forfeited and holds no cash value.

No Refunds or Exchanges: All pre-paid labor is non-refundable and non-transferable. Pre-paid labor credits cannot be exchanged for cash, applied toward hardware or software purchases, or utilized to pay distinct fixed-fee invoices.

4. HARDWARE, LICENSING & RETURNS

4.1. Title & Risk

Title to hardware passes to the Client upon full payment. Risk of loss passes to the Client upon delivery by the carrier (dropship).

4.2. No Returns or Refunds

Client acknowledges that Consultant is a reseller and not a manufacturer.

Hardware: All hardware sales (phones, networking gear) are final. No returns or refunds are accepted once the order has been placed with the distributor.

Software/Licenses: All software licenses are non-refundable once issued.

4.3. Warranties

Consultant makes no independent warranties regarding hardware or software. All warranties are "pass-through" from the respective manufacturer. The Consultant will assist the Partner in processing warranty claims (RMA) as a billable service.

5. TERM & TERMINATION

5.1. Partnership Cancellation

The Client may cancel the Partnership at the end of the current term by providing written notice at least forty-five (45) days prior to the renewal date.

Failure to Notify: If notice is not received within this window, the Partnership will automatically renew for another 12-month term.

5.2. Early Termination

If the Client terminates this Agreement prior to the end of the 12-month term, the Client shall be liable for:

(a) 100% of the remaining monthly partnership fees for the unexpired portion of the term; AND

(b) Any outstanding hourly support charges accrued but not yet paid. Both amounts are due and payable immediately upon termination.

5.3. Termination by Consultant for Cause

Consultant may terminate this Agreement immediately upon written notice if: (a) Client fails to pay any undisputed amount when due and fails to cure such failure within ten (10) days of notice; (b) Client breaches any material provision of this Agreement (including Section 6 or 7); (c) Client engages in abusive, threatening, or illegal behavior toward Consultant’s staff; or (d) Client requests Consultant to perform illegal or unethical acts. Upon such termination, all unpaid fees for the remainder of the current Term shall become immediately due and payable.

6. INTELLECTUAL PROPERTY

6.1. Ownership of Deliverables

Upon full payment of all fees due, the Client shall own all rights, title, and interest in and to the specific reports, diagrams, system configurations, and documentation created specifically for the Client under this Agreement ("Deliverables").

6.2. Consultant Background Technology

Consultant retains all rights, title, and interest in and to its pre-existing materials, software, scripts, methodologies, templates, and know-how ("Background Technology"), even if incorporated into the Deliverables. Consultant grants the Client a perpetual, non-exclusive, non-transferable license to use such Background Technology solely for the Client’s internal business purposes as part of the Deliverables.

6.3. No Resale

The Client may not resell, sublicense, or distribute the Consultant’s Background Technology or specialized scripts to any third party without prior written consent.

7. INDEMNIFICATION

7.1. By Client

Client agrees to indemnify, defend, and hold harmless Consultant and its officers, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) Client’s use of the Services in violation of applicable law; (b) any content or data provided by Client; or (c) Client’s negligence or willful misconduct.

7.2. By Consultant

Consultant agrees to indemnify, defend, and hold harmless Client from and against any third-party claims alleging that the Services or Deliverables infringe upon any valid U.S. copyright or trade secret, provided that Client promptly notifies Consultant of such claim and cooperates in the defense.

8. NON-SOLICITATION

During the Term of this Agreement and for a period of twelve (12) months thereafter, Client agrees not to directly or indirectly solicit, hire, or engage any employee or independent contractor of Consultant without Consultant’s prior written consent. In the event of a breach of this provision, Client agrees to pay Consultant a placement fee equal to 100% of the employee’s annual compensation.

9. DATA PRIVACY & SECURITY

Consultant shall use commercially reasonable industry standards to secure Client’s data and systems. However, Client acknowledges that no system is entirely secure. Consultant is not liable for data breaches, ransomware, or cyber-attacks caused by third parties, software vulnerabilities, or factors beyond Consultant’s direct control, provided that Consultant has not been grossly negligent in its security practices.

10. THIRD-PARTY CARRIER SERVICES (AGENCY DISCLOSURE)

10.1. Agency Role

When acting as an agent for third-party carriers or master agents, Consultant acts solely as a broker. The contract for telecommunications or data services is strictly between the Client and the Carrier.

10.2. No Liability for Carrier Performance

Consultant is not responsible for service outages, billing errors, or data speeds provided by third-party carriers, even if Consultant assisted in the procurement of said services.

10.3. Disclosure of Commissions

Client acknowledges that Consultant may receive commissions or referral fees from third-party carriers in connection with services procured on Client’s behalf. The existence of such commissions does not alter the Consultant’s duty to provide vendor-agnostic advice centered on the Client’s best interests, and Client is under no obligation to utilize carriers recommended by Consultant.

11. 911 & EMERGENCY SERVICES WARNING

11.1. Not a Carrier

Client acknowledges that Consultant is a technical consultant and equipment reseller, not a telecommunications carrier. We do not provide the underlying telephone service or the connection to emergency services.

11.2. Client Responsibility for E911 Registration

The Client is solely responsible for registering the physical location of each VoIP device with their underlying carrier or SIP provider to ensure 911 calls route to the correct Public Safety Answering Point (PSAP).

Moving Equipment: If the Client moves a VoIP phone or device to a new physical location, it is the Client’s sole responsibility to immediately update the registered address with the Carrier. Consultant is not responsible for updating these records.

11.3. Testing and Verification

It is the Client's obligation to verify and test 911 functionality in accordance with their Carrier's terms and conditions. Consultant assumes no liability for the failure of emergency calls to connect, route correctly, or provide accurate location data.

12. LIMITATION OF LIABILITY

12.1. Indirect Damages

In no event shall Consultant be liable for any indirect, special, incidental, or consequential damages, including but not limited to loss of profits, loss of data, or business interruption.

12.2. Liability Cap

The total liability of Consultant for any claim arising out of this Agreement shall not exceed the total fees paid by the Client to the Consultant during the three (3) months preceding the event giving rise to the claim.

12.3. No Personal Liability

The Client agrees that any claim, cause of action, or legal proceeding arising out of or related to this Agreement or the services provided hereunder shall be brought solely against Anson CTO, LLC as a business entity. The Client hereby waives any right to sue, and agrees not to seek personal liability against, any individual owner, member, officer, employee, or agent of Anson CTO, LLC.

13. CONFIDENTIALITY

13.1. Definition

"Confidential Information" means any non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that strictly relates to the business, customers, or financial affairs of the disclosing party. This includes, but is not limited to, login credentials, network configurations, pricing, and business strategies.

13.2. Obligations

Both parties agree to hold all Confidential Information in strict confidence and not to disclose it to any third party (other than employees or contractors who have a need to know and are bound by similar confidentiality obligations) without the prior written consent of the disclosing party.

13.3. Exclusions

Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; or (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information.

14. GENERAL PROVISIONS

14.1. Independent Contractor

The parties agree that Consultant is an independent contractor and not an employee of the Client.

14.2. Force Majeure

Neither party shall be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable) to the extent said failures or delays are proximately caused by causes beyond that party's reasonable control and occurring without its fault or negligence, including, without limitation, acts of God, government restrictions, wars, insurrections, natural disasters, or power/telecommunications outages.

14.3. Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

14.4. Entire Agreement

This Agreement, along with any applicable Quotes or Partnership Agreements, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior proposals, agreements, and understandings, whether written or oral.

14.5. Governing Law

This Agreement shall be governed by the laws of the Commonwealth of Virginia. Any disputes shall be resolved in the courts of Franklin County, Virginia.

14.6. Amendments and Modifications

Consultant reserves the right to modify or update this Agreement at any time by posting the revised terms on our website. Such changes shall become effective immediately upon posting. The Client’s continued use of the Services, payment of invoices, or renewal of the Partnership after such changes have been posted constitutes full acceptance of the revised Agreement. It is the Client’s responsibility to review this Agreement periodically for changes.