MASTER SERVICE AGREEMENT (MSA) - Comprehensive Edition
Revision: 2026.1-MVL (Reflecting current security standards and legal best practices)
Provider: Daylove Infotech Ventures LLC (dba DayLoveInc)
Location: Moreno Valley, CA, United States
DayLoveInc agrees to act as the exclusive provider of IT Managed Services, designed to maintain, secure, and optimize the Client's critical technology infrastructure. The precise suite of services, including specific technologies, maintenance schedules, and designated user/device counts, shall be meticulously defined in the separately executed Statement of Work (SOW) or by the selected Service Tier (e.g., Bronze, Silver, Gold).
1.1 Service Limitation: All proactive and reactive services are strictly limited to those hardware assets, software licenses, and end-users that are actively registered, monitored, and managed within the NinjaOne Remote Monitoring and Management (RMM) platform. This centralized management is essential for providing effective and timely support.
1.2 Out-of-Scope Work: Any request for services, projects, consulting, or support performed outside the clearly defined boundaries of the current SOW or Service Tier will be considered Out-of-Scope work. Such work is not covered by the monthly service fee and will be automatically billed at our standard, non-discounted hourly professional services rate of $\[Insert Rate\]/hr, with a minimum billing increment of one hour. Prior written or email authorization from the Client’s primary contact will be secured before initiating any substantial Out-of-Scope project.
DayLoveInc is committed to maximizing Client operational uptime and business continuity through defined response targets. These targets represent the time frame for a DayLoveInc technician to acknowledge the issue, initiate troubleshooting, and begin active remediation, not the time to resolution.
Priority Level | Description | Target Initial Response Time (Moreno Valley/Riverside County) |
Critical | Complete work-stoppage, catastrophic system failure, or a confirmed security breach impacting core business function. | 2-hour initial response |
High | Significant impairment of a core business process, impacting multiple users, or a severe degradation of service quality. | 4-hour initial response |
Normal | General support requests, non-critical errors, software installations, minor configuration changes, or individual user issues that do not impede critical business functions. | 1-business-day initial response |
2.1 Standard Support Hours: Primary support is provided Monday through Friday, 8:00 AM – 5:00 PM Pacific Standard Time (PST), excluding federal holidays observed by DayLoveInc.
2.2 Emergency After-Hours Support: Emergency support for Critical and High issues outside of standard support hours is available. This service is subject to a premium rate multiplier (typically 1.5x - 2.0x the standard hourly rate) unless explicitly covered under a 24/7 Service Tier outlined in the SOW.
The provision of "Gold Standard" Managed Services is a partnership. To ensure DayLoveInc can effectively monitor and manage the Client's environment, the Client must adhere to the following obligations:
3.1 Network and Connectivity: The Client must maintain a stable, high-speed internet connection provided by a reputable Internet Service Provider (ISP) and ensure physical access to all network devices (routers, switches, firewalls) during scheduled maintenance or troubleshooting.
3.2 Security Compliance: Compliance with Multi-Factor Authentication (MFA/2FA) for all business-critical cloud services (e.g., email, ERP, financial systems) is mandatory. DayLoveInc reserves the right to withhold support for accounts found non-compliant with standard security protocols.
3.3 Inventory Management & Notification: The Client must notify DayLoveInc's service desk via email within twenty-four (24) hours of:
Client expressly acknowledges that cybersecurity is a dynamic and constantly evolving "Shared Responsibility" model.
4.1 No Guarantee of Security: While DayLoveInc employs industry-leading security practices, including the deployment of advanced EDR (Endpoint Detection & Response) platforms, AI-driven network monitoring, and routine vulnerability scanning, due to the nature of cyber threats, DayLoveInc cannot and does not guarantee a 100% hack-proof or breach-proof operating environment.
4.2 Data Backup Responsibility: Unless a Managed Cloud Backup or Disaster Recovery as a Service (DRaaS) solution is explicitly and verifiably detailed in the SOW, the ultimate responsibility for ensuring the regular, verifiable, and secure backup of all Client data (including files, databases, and application data) remains solely with the Client.
4.3 Declination of Critical Recommendations: If DayLoveInc provides a written or email recommendation to the Client regarding a critical security vulnerability (e.g., immediate patching of a zero-day exploit, replacement of unsupported hardware, or mandatory security configuration change) and the Client formally refuses or fails to implement the recommendation within the defined timeframe, DayLoveInc shall be fully and irrevocably released from all liability, responsibility, and claims for damages arising from any security incident or business interruption directly attributable to that specific, unaddressed vulnerability.
To the maximum extent permitted by California state law, the total cumulative liability of Daylove Infotech Ventures LLC, including its owners, employees, and agents, for any and all claims, losses, or damages arising out of or in connection with this agreement or the services provided (including but not limited to breach of contract, negligence, and statutory claims), is strictly limited to the total amount paid by the Client to the Provider for services during the three (3) months immediately preceding the date the event giving rise to the claim occurred. DayLoveInc is not an insurer against the Client's business risks. The Client acknowledges this limitation and is strongly encouraged to procure and maintain a separate, comprehensive Cyber Liability Insurance policy to cover business interruption, data restoration, and legal expenses related to security incidents.
DayLoveInc operates as a "Trusted Partner." In the course of providing services, DayLoveInc will necessarily have access to the Client's sensitive business information, proprietary data, and employee personal information.
6.1 Non-Disclosure: DayLoveInc agrees to hold all Client information in the strictest confidence and to use such information only for the purpose of providing the contracted IT services.
6.2 Regulatory Compliance: DayLoveInc is committed to complying with all applicable California privacy laws, including the California Consumer Privacy Act (CCPA) and the California Privacy Rights Act (CPRA), in its handling of personal data.
6.3 Data Security: We will never sell, rent, or otherwise distribute Client data to any third parties, except as required by law or necessary for the operation and maintenance of the Client’s managed systems (e.g., providing information to a software vendor for support).
7.1 Term of Agreement: This MSA shall remain in effect on a flexible month-to-month basis, automatically renewing on the first day of each calendar month, unless a specific multi-year or fixed-term commitment is clearly specified within the associated SOW.
7.2 Termination: Either party (Client or Provider) may terminate this MSA, or any specific SOW, without cause, by providing the other party with 30 days' written notice (email notice is acceptable). Termination shall not relieve the Client of the obligation to pay any outstanding or accrued fees up to the effective date of termination.
7.3 Transition Export: Upon the effective date of termination and contingent upon the full settlement of all outstanding invoices, DayLoveInc will cooperate in the orderly transition of services. This includes providing the Client with a "Transition Export," which will be an encrypted file containing essential system credentials, asset inventory, and configuration summaries necessary for the Client's next service provider to assume management. DayLoveInc will cease access to all Client systems immediately following the transition export.