MASTER SERVICES AGREEMENT

 

MASTER SERVICES AGREEMENT 

 

This Master Services Agreement ("Agreement") is entered into as of the Effective Date by and between The Paranoid Co. LLC ("TPC") and the Customer identified in an applicable Statement of Work ("Customer").

 

1. SERVICES TPC shall provide the services described in one or more Statements of Work ("SOWs") executed by the parties. Each SOW shall be incorporated into and governed by this Agreement. TPC may utilize subcontractors, service providers, consultants, managed service providers, and third-party vendors to perform all or portions of the Services. 

 

2. NO GUARANTEE OF SECURITY Customer acknowledges that no cybersecurity service, software, monitoring solution, assessment, advisory service, or security control can guarantee prevention, detection, or elimination of all cyber threats, attacks, breaches, vulnerabilities, unauthorized access, data loss, ransomware events, or business interruptions. TPC makes no representation, warranty, or guarantee that Customer's systems will be secure, free from compromise, or compliant with any particular legal or regulatory requirement unless expressly stated in writing. 

 

3. CUSTOMER RESPONSIBILITIES Customer shall: (a) maintain accurate system information; (b) provide timely access to personnel, systems, and information; (c) implement recommendations at its own discretion; (d) maintain backups and disaster recovery capabilities; (e) remain solely responsible for business, operational, compliance, and risk decisions. TPC shall not be liable for Customer's failure to implement recommendations or maintain appropriate security controls. 

 

4. THIRD-PARTY PRODUCTS AND SERVICES Services may include software, platforms, hardware, cloud services, managed services, threat intelligence, consulting, or other offerings provided by third parties. Such products and services are subject to the terms, warranties, limitations, and obligations imposed by their respective providers. TPC disclaims all warranties regarding third-party products and services. 

 

5. SUBCONTRACTORS TPC may engage subcontractors to perform Services. Customer acknowledges and agrees that portions of the Services may be delivered by subcontractors selected by TPC. To the maximum extent permitted by law, TPC shall not be liable for the independent acts, omissions, negligence, misconduct, or failures of third-party subcontractors beyond TPC's direct control. 

 

6. CONFIDENTIALITY Each party shall protect the Confidential Information of the other party using reasonable care and shall not disclose such information except as necessary to perform obligations under this Agreement. 

 

7. WARRANTIES DISCLAIMER EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TPC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR RESULTS OBTAINED THROUGH USE OF THE SERVICES. 

 

8. LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY LAW, TPC'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID TO TPC BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL TPC BE LIABLE FOR: (a) LOSS OF PROFITS; (b) LOSS OF REVENUE; (c) LOSS OF DATA; (d) LOSS OF BUSINESS OPPORTUNITY; (e) BUSINESS INTERRUPTION; (f) REPUTATIONAL HARM; (g) PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY. 

 

9. CYBER INCIDENTS TPC SHALL NOT BE LIABLE FOR ANY CYBERATTACK, DATA BREACH, RANSOMWARE EVENT, INSIDER THREAT, SYSTEM COMPROMISE, OR OTHER SECURITY INCIDENT EXCEPT TO THE EXTENT CAUSED BY TPC'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 

 

10. INDEMNIFICATION Customer shall defend, indemnify, and hold harmless TPC and its officers, employees, contractors, affiliates, and agents from any third-party claims arising from: (a) Customer's systems, networks, or operations; (b) Customer's misuse of Services; (c) Customer's violation of law; (d) Customer's failure to implement security recommendations. 

 

11. INSURANCE Each party shall maintain commercially reasonable insurance coverage during the term of this Agreement. 

 

12. TERM AND TERMINATION This Agreement shall remain in effect until terminated by either party upon thirty (30) days written notice unless otherwise stated in an SOW. Termination shall not relieve Customer of payment obligations incurred prior to termination. 

 

13. GOVERNING LAW This Agreement shall be governed by the laws of the State of Pennsylvania without regard to conflict of law principles. 

 

ENTIRE AGREEMENT This Agreement, together with all Statements of Work and incorporated exhibits, constitutes the entire agreement between the parties and supersedes all prior agreements regarding its subject matter.

 

The Paranoid Company LLC

35 E Horizon Ridge Pkwy Ste 110 

Henderson, NV 89002
 

Effective Date: February 1, 2026
© 2026 The Paranoid Company LLC a CYPRO LLC company All Rights Reserved