MASTER SERVICES AGREEMENT
Revision 1.5 — May 8, 2026
This Master Services Agreement (this "Agreement") entered into by and between the client identified in the applicable Invoice ("Customer") and Bay Area Tech Hero ("BATH") governs Customer's purchase of the Services. By accepting this Agreement, or by executing an Invoice that references this Agreement, Customer agrees to the terms of this Agreement. If an individual is entering into this Agreement on behalf of a company or other legal entity, Customer represents that the individual has the authority to bind such Customer to these terms and conditions. If you do not have such authority or if you do not agree with these terms and conditions, you must not accept this Agreement or use the Services. This Agreement is effective between Customer and BATH the date the applicable Invoice is executed by Customer. BATH and Customer are each referred to herein as a "Party," and collectively as the "Parties."
Residential Home Improvement Services. If Customer is a residential customer purchasing home improvement services as defined under California Business and Professions Code §7151, the additional provisions set forth in Annex A (Residential Home Improvement Services) apply and govern in the event of any conflict with the main body of this Agreement.
BATH (and its licensors, where applicable) owns all right, title, and interest (including all related intellectual property rights), in and to the Services, including any suggestions, enhancements, feedback, or other information provided by any Party relating to the Services.
Warranty. BATH warrants for a period of twenty-four (24) months following completion of the applicable Service (the "Warranty Period") that: (a) the Services were performed with reasonable care and skill consistent with industry standards; (b) materials supplied by BATH were free from defects in workmanship at the time of installation; and (c) the Services complied with all applicable laws at the time of performance.
On-Prem Hardware. Hardware sold to or installed for Customer is covered by the manufacturer's warranty, which BATH will pass through to Customer. BATH is not responsible for hardware defects beyond the manufacturer's warranty, except where attributable to BATH's installation.
Exclusions. This warranty does not cover: damage caused by Customer or third-party modification, environmental conditions outside hardware specifications, force majeure events, failures of third-party services (ISP, cloud platforms, manufacturer firmware), or normal wear and tear.
1. ORDERING
BATH offers various products and services (each, a "Service") that may be purchased on a one-time or subscription basis. BATH reserves the right, in its sole discretion, to make any changes to the Services that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of BATH's Services to its customers; (ii) the competitive strength of or market for the Services; or (iii) the Services cost efficiency or performance; or (b) to comply with applicable law. The specific Services purchased by Customer and made available by BATH will be identified in one or more separate, written ordering documents that are entered into by both Parties and reference this Agreement (each, an "Invoice").
Each Invoice will set forth:
a) the Service(s) Customer is purchasing from BATH;
b) the start date and end date;
c) the fees Customer will pay BATH for the Service(s), and the payment terms; and
d) other terms applicable to such Service(s) (for example, number of devices, total subscriptions, usage restrictions, Service-specific terms, etc.).
To the extent any provision of an Invoice conflicts with any provision set forth in this Agreement, the provision set forth in the Invoice will control.
2. FEES AND PAYMENT
2.1 Fees
For each Service, Customer will pay BATH the applicable fees in the amounts, and in accordance with the payment terms, set forth on the applicable Invoice. Fees do not include any taxes, levies, duties or similar governmental assessments, including, for example, value-added, sale, use or withholding taxes assessable by any jurisdiction whatsoever (collectively, "Taxes"). Customer is responsible for paying any Taxes associated with its purchases hereunder. If BATH has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, BATH will invoice Customer and Customer will pay that amount unless Customer provides BATH a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, BATH is solely responsible for taxes assessable against it based on its income, property and employees. Purchased subscription Service(s) may not be cancelled and all fees paid are non-refundable.
2.2 Payment Terms
Payment is due Net 15 unless otherwise agreed in writing on the applicable Invoice. Past-due balances accrue interest at one and one-half percent (1.5%) per month. If any amount owing by Customer is overdue, BATH may, without limiting its other rights and remedies, suspend Customer's access to, and receipt of, the Service(s) until such amounts are paid in full or terminate this Agreement pursuant to Section 3.2 (Termination).
3. TERM, TERMINATION, AND EFFECT
3.1 Term
The term of this Agreement begins on the Effective Date and shall continue, with respect to any Invoice, for as long as such Invoice remains in effect (the "Term").
3.2 Termination
Either Party may terminate an Invoice upon thirty (30) days prior, written notice to the other Party if the other Party commits a material breach of such Invoice (or of this Agreement); provided, however, that such Invoice will not terminate if the other Party cures such breach by the end of the thirty (30) day period. In the event Customer terminates an Invoice for BATH's uncured material breach in accordance with the previous sentence, Customer would be entitled to a pro rata refund of any prepaid, but unused, fees for the remaining portion of the Term of such Invoice following such termination. In addition, BATH may terminate any Invoice upon notice to Customer if BATH reasonably believes that Customer is engaging in any business or conduct that may be illegal, fraudulent, or tortious.
3.3 Effects of Termination
Upon expiration or termination of the Agreement for any reason: (a) any amounts owed to BATH under this Agreement including any Invoice(s) issued before such termination will be immediately due and payable; (b) BATH reserves the right in its sole discretion to disable all access to the Services, using any lawful means; and (c) Customer shall immediately cease any and all use of the Services.
4. CUSTOMER RESPONSIBILITIES
Customer shall provide BATH with all appropriate information concerning, and reasonable access to, Customer's premises and computer systems and provide all information, access and full, good faith cooperation reasonably necessary to facilitate the Services. If Customer fails or delays in its performance of any of the foregoing, BATH shall be relieved of its obligations hereunder to the extent such obligations are dependent on such performance.
4.1 Permits and Approvals
Unless explicitly stated otherwise in the applicable Invoice, Customer is responsible for obtaining all permits, licenses, certifications, HOA approvals, landlord consents, and governmental authorizations required for the Services to be lawfully performed at Customer's premises. BATH will identify in good faith any permits or approvals that BATH believes are required, but Customer remains responsible for verifying applicable requirements with their local jurisdiction and obtaining all necessary authorizations before work commences.
BATH-Pulled Permits. Where BATH is engaged to pull permits on Customer's behalf, the cost of permits, plan review fees, and inspection fees will be billed to Customer as a separate line item, and BATH's labor for permit coordination is billable at the standard project rate.
Work Without Required Permits. If Customer requests that work proceed without obtaining required permits, Customer assumes all liability arising from the unpermitted work, including but not limited to fines, retroactive permitting fees, demolition or rework orders, and any consequential damages.
5. REPRESENTATIONS AND WARRANTIES
Each Party represents and warrants it has the authority and power to enter into and perform, and to make all representations, warranties and grants, under this Agreement. BATH represents and warrants it will perform the Services: (a) in a good, timely, efficient, professional and workmanlike manner; (b) using BATH personnel who are familiar with the technology, processes, and procedures used to deliver the Services; and (c) in compliance and in accordance with the provisions of this Agreement and the applicable Invoice. BATH's sole liability (and Customer's exclusive remedy) for any breach of the foregoing warranties shall be for BATH to re-perform and/or provide any deficient Services, or, if BATH is unable to remedy such deficiency within thirty (30) days after receiving notice from Customer, to void the applicable Invoice(s) for the deficient Services. BATH shall have no obligation with respect to a warranty claim: (i) if notified of such claim after the Warranty Period; or (ii) if the claim is the result of third-party hardware or software, the actions of Customer or some other party, or is otherwise caused by factors outside the reasonable control of BATH.
6. SERVICE PERFORMANCE AND REASONABLE EXPECTATIONS
BATH provides Services with reasonable care and skill consistent with industry standards for low-voltage installation, network configuration, and security system deployment. BATH does not guarantee that any system, network, or security installation will be impenetrable, immune to compromise, or fully effective in every circumstance. Customer acknowledges that no security or network system can prevent every form of intrusion, attack, environmental damage, or operational failure, and that the Services are intended as one component of a defense-in-depth approach that Customer is responsible for designing and maintaining (including independent insurance, physical security measures, and operational policies).
THE EXPRESS WARRANTIES IN SECTION 5 AND IN THE WARRANTY PARAGRAPHS AT THE TOP OF THIS AGREEMENT ARE THE EXCLUSIVE WARRANTIES OFFERED BY BATH AND ALL OTHER WARRANTIES, CONDITIONS OR UNDERTAKINGS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY CONDITIONS OR WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, TITLE, MERCHANTABILITY, ANY WARRANTIES REGARDING THE PERFORMANCE OF ANY SOFTWARE OR HARDWARE PROVIDED OR INSTALLED BY BATH, AND THOSE THAT ARISE FROM ANY COURSE OF DEALING OR COURSE OF PERFORMANCE ARE HEREBY DISCLAIMED. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS; HOWEVER, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE WARRANTY PERIOD.
7. LIMITATIONS ON LIABILITY
BATH WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGE TO BUSINESS REPUTATION, DAMAGES FOR INTERRUPTION OF SERVICES, LOSS OF GOODWILL, LOST OPPORTUNITY, LOSS OF EARNINGS, LOST REVENUE, LOST PROFITS, LOST DATA, OR INCREASED EXPENSE OF USE THAT CUSTOMER OR ANY THIRD PARTY INCURS), WHETHER IN AN ACTION UNDER THEORY OF CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF BATH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES. BATH IS NOT RESPONSIBLE FOR ISSUES THAT OCCUR AS A RESULT OF USE OF ANY THIRD-PARTY SOFTWARE OR HARDWARE NOT PROVIDED BY BATH. IN NO EVENT WILL THE AMOUNT CUSTOMER MAY RECOVER UNDER THIS AGREEMENT EXCEED THE TOTAL FEES ACTUALLY PAID TO BATH BY CUSTOMER UNDER THIS AGREEMENT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THAT SUCH LIABILITY FIRST ARISES. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL NOT APPLY TO PERSONAL INJURY OR DAMAGE TO TANGIBLE PROPERTY CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF BATH.
8. PROJECT EXECUTION (RETROFIT AND CONSTRUCTION WORK)
8.1 Time and Materials with Not-To-Exceed (NTE)
Unless an Invoice expressly designates fixed-price terms, all Work is performed on a Time-and-Materials basis with a Not-To-Exceed cap stated in the applicable Invoice.
NTE Escalation. If at any point during performance BATH reasonably anticipates that the cost of completing the Work will exceed the NTE, BATH shall stop work, notify Customer in writing of the projected overrun and its cause, and propose a revised NTE. Work shall not resume until Customer has approved the revised NTE in writing or Customer and BATH agree to terminate the affected Work.
Customer Protection. In no event shall Customer be obligated to pay amounts in excess of the NTE then in effect. BATH's failure to obtain written approval for an NTE escalation prior to incurring costs above the cap is at BATH's risk and shall not entitle BATH to additional payment.
8.2 Differing Site Conditions
"Differing Site Conditions" means subsurface, latent, or otherwise concealed physical conditions encountered at a project site that materially differ from those (a) indicated in the contract documents, walkthrough notes, or proposal, or (b) ordinarily encountered and generally recognized as inherent in work of the character provided for in the contract.
Notice and Stop-Work. If BATH encounters Differing Site Conditions, BATH shall promptly notify Customer in writing, and BATH's obligation to perform the affected Work shall be suspended until a written change order is executed by both parties. BATH shall not be required to absorb costs arising from Differing Site Conditions encountered after notice has been given.
Equitable Adjustment. Upon a determination that Differing Site Conditions exist, the parties shall negotiate an equitable adjustment to the Not-To-Exceed amount, schedule, or both, reflecting BATH's reasonable additional costs (labor, materials, overhead, and reasonable profit). If the parties cannot agree, either party may terminate the affected Work for convenience, and Customer shall pay for Work performed through the date of termination plus reasonable demobilization costs.
8.3 Unforeseen Conditions Contingency
Where the Invoice designates a retrofit project, a contingency allowance equal to ten to fifteen percent (10–15%) of the labor amount may be included in the NTE. This contingency is reserved to cover costs arising from unforeseen conditions encountered during the work — for example, hidden obstructions, non-standard construction, or pathway issues that could not be identified until walls or ceilings are opened for cabling work. Use of the contingency requires written notice to the Customer documenting the condition and the cost. Any portion of the contingency not used is removed from the final invoice.
8.4 Pre-Install Pathway Verification (Optional)
For retrofit work in finished construction, Customer may elect (or BATH may require, on jobs above a size threshold stated in the Invoice) a Pre-Install Pathway Verification visit. This is a billable site survey performed by a senior technician with the purpose of confirming pathway routing, mounting compatibility, attic and inter-floor access, and condition of existing infrastructure prior to mobilization of the install crew. The output of the Pathway Verification visit is a marked-up site plan with photographs, identified obstructions, and a confidence-rated NTE. Acceptance of the resulting NTE constitutes the contract baseline against which Differing Site Conditions are measured.
9. CONFIDENTIALITY
Each Party acknowledges that, during the Term, it will receive information from the other Party that is highly confidential and proprietary, including but not limited to information concerning such Party's business, marketing, financials, operations, and/or the Services ("Confidential Information"). Neither Party shall, either directly or indirectly, divulge, disclose or communicate, exploit, duplicate, publish, or otherwise reveal or make available to any third party, the Confidential Information of the other, whether delivered electronically or in writing, or obtained through observation of such other Party's business. Each Party agrees to hold Confidential Information of the other in strict confidence, exercising the same standard of care as it uses to protect its own confidential information, but no less than a commercially reasonable standard of care. The Parties recognize that a breach of this Section will result in irreparable harm for which monetary damages would not be adequate. In the event of such breach, and without limiting the right of a Party to seek any other remedy or relief to which it may be entitled under law, each Party agrees that the other is entitled to equitable relief, including temporary and permanent injunctive relief and specific performance.
10. OWNERSHIP
Each Party acknowledges and agrees that the other Party retains exclusive ownership and rights in its trade secrets, inventions, copyrights and all other intellectual property of such other Party, and that BATH shall own all right, title and interest in and to all ideas, concepts, and inventions and all intellectual property rights related thereto that BATH may develop in the course of performing the Services. Customer does not acquire any ownership interest or rights to possess any of BATH's servers or other hardware, and has no right of physical access to the hardware.
11. CUSTOMER DATA
Customer retains all rights in any data, or information that Customer provides to BATH as part of the Services ("Customer Data"). Customer shall have sole responsibility for the accuracy, reliability, appropriateness, ownership, and right to use Customer Data. BATH will not engage any third party to process Confidential Information under this Agreement without: (i) a contractual relationship with such third party which includes equivalent information security controls, data privacy and confidentiality requirements as those set forth under this Agreement; (ii) performing and documenting a risk analysis to ensure that the processing of Confidential Information by such third party will not compromise BATH's obligations under applicable laws; and (iii) performing a privacy and information security due-diligence assessment of such third party's privacy and security practices to ensure compliance with the requirements set forth in this Agreement. BATH's obligation to retain Customer Data expires at the end of the Term. Within thirty (30) days of the end of the Term and upon written request from Customer, BATH will provide Customer Data in a .csv file or other mutually agreed upon file format.
12. MISCELLANEOUS
Independent Contractors. The Parties are independent contractors with respect to each other, and nothing in this Agreement shall be construed as creating an employer-employee relationship, a partnership, agency relationship or a joint venture between the Parties. Neither Party will have the power to bind the other or incur obligations on the other Party's behalf without the other Party's prior written consent.
Force Majeure. Each Party will be excused from any delay or failure in performance hereunder (except for a failure to pay Fees) caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to, acts of God, earthquakes, labor disputes, strikes, riots, war, viruses, and governmental requirements (each a "Force Majeure Event"). The obligations and rights of the Party so excused will be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay, insofar as: (i) such event prevents or delays the affected Party from fulfilling its obligations; and (ii) such Party is not able to prevent or remove the Force Majeure Event at a reasonable cost.
Governing Law. This Agreement shall be governed by the laws of the State of California, without regard to California conflict of laws rules. The exclusive venue and jurisdiction for any and all disputes, claims, and controversies arising from or relating to this Agreement shall be the state or federal courts located in Alameda County, California. Each party waives any objection (on the grounds of lack of jurisdiction, forum non conveniens, or otherwise) to the exercise of such jurisdiction over it by any such courts. Except for a claim of payments of amounts due, no action, regardless of form, arising out of this Agreement may be brought by either Party against the other more than one (1) year after the cause of action has arisen.
Waiver and Severability. Waiver or failure by either Party to exercise in any respect any right provided for in this Agreement will not be deemed a waiver of any further right under this Agreement. If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable for any reason, the remainder of this Agreement will continue in full force and effect.
Entire Agreement. This Agreement includes any applicable Invoice(s), Annex A where applicable, and any Services descriptions attached thereto. Collectively, the foregoing constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or communications, including, without limitation, any quotations or proposals submitted by BATH. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by both Customer and BATH.
No Third Party Beneficiary. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and its successors and assigns. No other person or entity is an intended third party beneficiary of, or shall be deemed to be a third party beneficiary of, any of the terms and conditions of this Agreement.
Headings. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement or any part thereof.
Counterparts. This Agreement may be executed in counterparts, and each counterpart shall be deemed an original, and all such counterparts together shall constitute but one agreement.
Notices. All notices, consents, and approvals under this Agreement must be delivered in writing via email (to the address specified on the applicable Invoice), courier, or certified or registered mail (postage prepaid and return receipt requested) to the other Party at its main corporate headquarters.
Electronic Signature. The Parties agree that the electronic signature of a Party to an Invoice shall be as valid as an original signature of such Party and shall be effective to bind such party to an Invoice. The Parties agree that any electronically signed document (including, for example, an Invoice, whether signed through DocuSign or by providing a scan of the signed document) shall be deemed (a) to be "written" or "in writing," (b) to have been signed and (c) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files. For the avoidance of doubt, the Parties agree that any formal "Bay Area Tech Hero" Invoice submitted by BATH to Customer shall become binding (along with this Agreement) solely upon execution of the Invoice by Customer (i.e., BATH's signature is not required).
ANNEX A — RESIDENTIAL HOME IMPROVEMENT SERVICES
This Annex A applies to Customers who are residential customers purchasing home improvement services as defined under California Business and Professions Code §7151. The following provisions apply in addition to the main body of the Master Services Agreement and govern in the event of any conflict.
A.1 Three-Day Right to Cancel
You, the buyer, have the right to cancel this contract within three business days. You may cancel by emailing, mailing, faxing, or delivering a written notice to BATH at hello@bayareatechhero.com or 454 Las Gallinas Ave PMB 2025, San Rafael, CA 94903 by midnight of the third business day after you receive a signed and dated copy of the contract that includes this notice. If you cancel, any payments made by you under the contract, except for certain emergency or hazardous situations described in section 7159 of the Business and Professions Code, must be returned to you within 10 days following receipt by BATH of your cancellation notice.
A separate Notice of Cancellation form is attached and may be used to exercise this right.
A.2 Contractor's License Disclosure
Contractors Are Required by Law to Be Licensed and Regulated. Contractors performing home improvement work are required by law to be licensed and regulated by the Contractors State License Board, which has jurisdiction to investigate complaints against contractors. Any questions concerning a contractor may be referred to the Registrar, Contractors State License Board, P.O. Box 26000, Sacramento, California 95826.
BATH License Information. Bay Area Tech Hero is licensed by the Contractors State License Board. License number: 1152646. License classification: C-7 (Low Voltage Systems).
End of Master Services Agreement Revision 1.5.