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Managed Services Master Agreement

Last updated: October 7, 2025

This Managed Services Master Agreement (“Agreement”) is between Iomodus Inc. d/b/a Streamline IT Solutions (“Service Provider,” “we,” or “us”) and the customer on an accepted Quote/Order (“Client” or “you”). By approving any Quote/Order (including via QuoteValet) or any Statement of Work (“SOW”), you agree to this Agreement. If there is a conflict, precedence applies unless an Order/SOW expressly states otherwise: (1) a mutually executed SOW (only where it expressly overrides), (2) this Agreement, then (3) the Order.

1) Plan Family & Scope (Silver, Gold, Per-User)

Order controls; inclusions. Only items and quantities listed on the Order/SOW are included. All other services are excluded and billable at current rates.

Universal technical requirements (all plans).

  • Devices must be capable of HIPAA-aligned operation and vendor-supported patching.
  • Workstations must run Windows Pro or Enterprise (no Home editions).
  • Unsupported/EOL systems are excluded (e.g., Windows 7; Windows 10 beyond Microsoft EOL; Windows Server 2012/earlier; hypervisors/platforms no longer under vendor support).
  • Devices must remain powered on and connected 24/7 for monitoring/patching.
  • Devices/network equipment must be technically monitorable (agent/SNMP/telemetry). Systems that cannot be monitored or patched are excluded from management.

Network devices (all plans). Unless the Order/SOW explicitly includes management/configuration, network devices are monitoring-only.

  • Proactive Monitoring/Alerting = availability/health (up/down, basic status).
  • Proactive Performance Monitoring/Alerting = availability/health plus performance/traffic telemetry for trend/anomaly investigation.
    Content filtering is not included unless part of the device’s licensed feature set purchased by Client. Configuration/changes/tuning/troubleshooting are billable unless listed on the Order/SOW.

Plan definitions.

  • Silver. Includes proactive monitoring/alerting for covered devices, automated patch management (Microsoft + supported 3rd-party) for workstations/servers, and EDR (e.g., SentinelOne or equivalent) on covered endpoints; network devices are monitoring-only (basic or performance, as selected). No labor is included; all support, configuration, troubleshooting, and projects are billable unless expressly listed on the Order/SOW. Any minimum device counts on the Order apply (e.g., five workstations).
  • Gold / Per-User. Build on Silver where specified. Any added inclusions (e.g., included hours, configuration changes, vendor management, backup monitoring, compliance reporting, enhanced SLAs) must be explicitly listed on the Order/SOW. Everything not listed remains billable.

2) Workstations & Servers (Scope)

  • Included (per plan and Order): Proactive monitoring/alerting; automated patch management (Microsoft + supported 3rd-party); EDR on covered endpoints.
  • Labor exclusion (Silver): Management consists of monitoring/alerting, automated patching, and EDR. All support, configuration, troubleshooting, and projects are excluded and billable unless expressly listed on the Order/SOW.
  • 24/7 requirement: Devices must remain powered and online for monitoring/patching. Devices powered off/asleep/disconnected fall outside our ability to maintain compliance, security, and patching; we are not liable for vulnerabilities, missed updates, or compliance gaps on such systems.

3) Network Monitoring (Scope)

  • Automated health monitoring and regular connectivity checks for applicable devices (e.g., firewalls, switches, access points, printers, UPS), with asset tracking.
  • Monitoring-only unless an Order/SOW states otherwise.
  • Supported equipment requirement: Client maintains business-grade equipment that supports remote monitoring (agent/SNMP/API) and ongoing vendor updates. Unsupported/unmanaged/consumer-grade hardware is excluded.
  • Content filtering: Not included unless part of the device’s licensed features and purchased by Client.

4) Help Desk

We maintain a Help Desk for incident/request intake. Under the Silver Plan, support labor (remote or onsite), configuration, troubleshooting, and projects are not included and are billable unless expressly quoted as line items or covered under a separate SOW.

5) Optional / Additional Services (available)

Employee remote access; backup/replication (e.g., Veeam); endpoint content filtering; global DNS/content filtering; Microsoft 365 solutions; email backup/archiving; policy/compliance tooling; cybersecurity prevention platforms and consulting; MDM; compliance assistance; cloud services management; user training; IoT management; periodic IT assessments; client portal access; customizable packages. These are not included unless listed on the Order/SOW.

6) Issue Resolution Policy

For repeated device errors without Client remediation (e.g., failing drive, bad memory, recurring BSOD), we may discontinue monitoring of the specific error/device to prevent continuous ticketing. Client will be notified prior to discontinuation. If Client refuses/delays replacement of unsupported, non-compliant, or failing systems, we may discontinue monitoring/management of those systems until remediation; we bear no liability for incidents arising from Client’s decision not to remediate.

7) Billing, Taxes, Counts & Fees

  • Recurring services: Billed on the first of the month for the current month.
  • Labor & projects: Billed in arrears unless a fixed-fee SOW states otherwise.
  • Onboarding & agent removal: Implementation/onboarding and the removal of prior agents/tools (RMM, antivirus/EDR, backup, filtering, etc.) are billable unless expressly included on the Order/SOW.
  • Counts & true-up: Device/user counts on quotes are estimates; recurring charges true-up to actual managed counts during onboarding and monthly thereafter.
  • Taxes: All services are subject to applicable taxes (e.g., Texas sales tax).
  • Payment method: A credit card or ACH must be on file for automated invoicing.
  • Late fees: Invoices not paid within 10 days of the due date may incur a late fee up to 10% of the outstanding balance.

8) Support Access

  • Support Icon: Provided by the Service Provider.
  • Email: support@iomodus.com
  • Phone: 713.574.9037

9) Legal Disclaimer (TX / Harris County)

9.1 Governing Law and Venue — This Agreement shall be governed by and construed under the laws of the State of Texas, United States. Any legal action or proceeding arising under or in connection with this Agreement shall be brought exclusively in the federal or state courts located in Houston, Harris County, Texas, and the parties hereby consent to the personal jurisdiction and venue of such courts.
9.2 Limitation of Liability — The Service Provider’s liability for any claims arising out of or related to this Agreement, whether in contract, tort or under any other theory of liability, shall be limited to the fees paid by the Client to the Service Provider under this Agreement during the twelve (12) months immediately preceding the date of the claim. In no event shall the Service Provider be liable for any indirect, special, incidental, consequential, or punitive damages, including but not limited to loss of profits or data, arising out of or related to this Agreement.
9.3 No Warranty — The services are provided “as is” and “as available” without warranty.
9.4 Indemnification — Client will indemnify and hold harmless the Service Provider, its officers, directors, employees, and agents from claims arising out of Client’s use of the services.
9.5 Force Majeure — We are not liable for delays/failures due to events beyond reasonable control.
9.6 Entire Agreement — This Agreement supersedes prior/ contemporaneous understandings.
9.7 Modification and Waiver — Changes must be in writing and signed; no waiver by inaction.
9.8 Severability — If a provision is invalid, the remainder remains in effect.
9.9 No Third-Party Beneficiaries — No third-party rights are created.

10) Reservation of Rights; Third-Party Services

We may cancel or revise Orders for errors, discontinued/obsolete items, or vendor price/availability changes. Client acknowledges third-party services (e.g., Microsoft 365, carriers, cloud providers) are governed by their own terms/SLAs; we are not responsible for third-party outages, deprecations, or price changes.

11) Compliance & BAA

We assist with security controls and provide tools as purchased, but we do not warrant Client’s compliance with HIPAA or other regulations. A Business Associate Agreement (BAA) is available upon request and will govern PHI handling. Client remains the covered entity/business associate of record.

12) Electronic Signature

By electronically approving an Order (e.g., via QuoteValet), Client agrees the electronic acceptance is legally equivalent to a handwritten signature. A confirmation copy of the acceptance and the Order will be provided for Client’s records.

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