Master Services Agreement
Master Services Agreement
AirNetworks, LLC
Master Services Agreement
19141 Stone Oak Pkwy, Suite 104 • San Antonio, TX 78258
210-816-6844 • airnetworks.net
Last Updated: June 2025
Thank you for choosing AirNetworks, LLC (“AirNetworks,” “we,” “us,” or “our”) as your technology partner. This Master Services Agreement (this “Agreement”) governs the relationship between AirNetworks and you, the client, with respect to all connectivity, managed IT, security, and related professional services we provide. Please read this Agreement carefully and retain a copy for your records. Specific services, pricing, and performance commitments will be set forth in one or more Statements of Work (“SOWs”) that incorporate this Agreement by reference.
1. DEFINITIONS
As used in this Agreement:
“Client,” “you,” or “your” means the business or organization that has accepted a quote, proposal, SOW, or order from AirNetworks.
“Services” means connectivity services (SD-WAN, broadband, dedicated fiber, DIA, SIP trunking, UCaaS, and related WAN services), managed IT services (RMM, NOC/SOC, endpoint management, patch management, help desk, and related professional services), and any other services described in an SOW.
“SOW” means any Statement of Work, Service Order, Proposal, or similar document that describes the specific Services, pricing, and term applicable to your engagement with AirNetworks.
“Environment” means the Client’s IT infrastructure, network, devices, cloud tenants, and software systems that are in scope for Services under an applicable SOW.
“Third Party Providers” means upstream carriers, cloud vendors, software licensors, and other third-party service providers whose products or services are incorporated into the Services.
“Third Party Services” means the products or services provided by Third Party Providers.
“AirNetworks Equipment” means hardware, appliances, or other equipment owned by AirNetworks that is installed at Client’s premises to facilitate the Services.
“Authorized Contact” means the Client representative(s) designated to authorize work, approve changes, and receive notices under this Agreement.
2. SCOPE OF SERVICES
2.1 Master Agreement Structure
This Agreement is a master framework; it does not, by itself, obligate AirNetworks to provide any specific service. All Services are governed by individual SOWs. In the event of a conflict between an SOW and this Agreement, the SOW controls for the specific Service addressed.
2.2 Connectivity Services
Where an SOW covers connectivity (including SD-WAN, broadband aggregation, dedicated Internet access, MPLS, SIP trunking, or UCaaS), AirNetworks may act as either (a) a direct provider using its own network infrastructure or (b) a reseller or broker of Third Party Services. The SOW will identify AirNetworks’ role for each circuit or service element.
2.3 Managed IT Services
Where an SOW covers managed IT services, AirNetworks will provide ongoing monitoring, management, and support for the in-scope portion of the Environment. Managed services are limited to those devices, systems, and users expressly identified in the SOW. All other devices and systems are out of scope unless added by written amendment.
2.4 Out-of-Scope Work
Any service, project, or activity not expressly described in an applicable SOW is out of scope (“Out-of-Scope Services”). AirNetworks has no liability for Out-of-Scope Services. Client may request Out-of-Scope Services; AirNetworks will address such requests at its then-current professional services rates or under a new SOW.
2.5 Third Party Services
AirNetworks resells and facilitates Third Party Services (e.g., cloud platforms, SaaS tools, carrier circuits, SIP trunks, EDR/MDR, backup, and disaster recovery). Third Party Services are provided on an “as-is” basis. AirNetworks will use commercially reasonable efforts to address issues with Third Party Providers on Client’s behalf but is not responsible for defects, outages, or failures caused by Third Party Providers.
2.6 Third Party Price Increases
AirNetworks reserves the right to pass through to Client any increases in costs or fees charged by Third Party Providers (“Pass-Through Increases”). AirNetworks will provide Client with as much advance notice as reasonably practicable prior to implementing a Pass-Through Increase.
3. IMPLEMENTATION & SERVICE DELIVERY
3.1 Advice and Recommendations
AirNetworks may provide Client with recommendations regarding the Environment (“Advice”), including hardware upgrades, configuration changes, or security improvements. Client is strongly encouraged to follow Advice promptly. AirNetworks is not responsible for problems, downtime, or security incidents resulting from Client’s failure to act on Advice. If Client’s failure to follow Advice renders Services technically or economically impracticable, AirNetworks may treat such failure as a material breach.
3.2 Authorized Contacts
Client must designate at least one Authorized Contact in each SOW. AirNetworks may rely on instructions from any Authorized Contact until notified in writing of a change. Changes to Authorized Contacts take effect within two (2) business days of AirNetworks’ receipt of written notice. Do not use a ticketing system or voicemail to notify AirNetworks of Authorized Contact changes.
3.3 Access to Environment
Client grants AirNetworks and its designated Third Party Providers the right to remotely and physically access, monitor, configure, and manage the Environment as necessary to provide the Services. Client is responsible for obtaining all necessary licenses, rights of entry, and third-party permissions prior to commencement of Services. Client must maintain safe and proper environmental conditions (power, cooling, physical security) at all times.
3.4 Scheduled Downtime
Scheduled maintenance windows will be communicated to Client with at least twenty-four (24) hours’ notice and will not be scheduled between 8:00 AM and 6:00 PM Central Time on business days without Client’s prior authorization, except in the case of critical security or stability issues.
3.5 Client-Side Downtime
AirNetworks is not responsible for delays or service degradation caused by Client’s own actions or omissions, including but not limited to failure to respond to AirNetworks requests, unauthorized modifications to the Environment, power or cooling failures at Client premises, or any act or omission by Client’s employees, contractors, or agents. For the avoidance of doubt, any outage or service interruption that originates at Client’s premises—including but not limited to electrical power loss, circuit breaker trips, UPS failures, HVAC or cooling failures, physical damage to in-premises equipment, or facility access restrictions—is classified as Client-Side Downtime and does not constitute a failure by AirNetworks to meet any service level commitment.
3.6 Vendor-Side Downtime
AirNetworks is not responsible for outages, degradation, or failures caused by Third Party Providers, upstream carriers, internet exchanges, cloud platforms, or other vendors outside AirNetworks’ direct control.
3.7 Client Premises Conditions
Client is solely responsible for maintaining the physical and electrical conditions at its premises necessary to support AirNetworks-provided and Client-owned equipment. This includes, without limitation:
Stable, uninterrupted commercial electrical power to all network equipment, servers, and managed devices, including properly rated circuits and grounding;
Functioning UPS (uninterruptible power supply) and/or generator systems sized appropriately to maintain connectivity and IT equipment during utility power outages;
Adequate HVAC and ventilation to maintain safe operating temperatures for network and server equipment at all times;
Physical security of all premises at which AirNetworks Equipment or managed devices are installed, including locked enclosures, restricted access, and protection from water, fire, and physical damage; and
Timely notification to AirNetworks of any known or anticipated power, cooling, or facility event that may affect the Environment.
Any service interruption, outage, equipment damage, or data loss caused by Client’s failure to maintain the foregoing conditions is Client-Side Downtime. AirNetworks shall not be liable for, and such events shall not count against, any uptime or service level commitment. AirNetworks strongly recommends that all Client premises supporting managed connectivity or IT services be equipped with monitored UPS devices with automatic notifications. AirNetworks can recommend and provision appropriate power protection equipment upon request; such equipment and services will be quoted separately.
3.8 Co-Managed Environments
When Client has other IT vendors or internal staff performing overlapping functions, AirNetworks will cooperate in good faith but will not be responsible for issues caused by those parties. In the event of a conflict between AirNetworks’ recommendations and those of a co-managed provider, AirNetworks will escalate the matter to Client for resolution.
3.9 Unauthorized Modifications
Client should not modify, move, or install software in the Environment without AirNetworks’ prior written consent. AirNetworks is not responsible for issues resulting from unauthorized modifications.
3.10 Transition Period
For the first forty-five (45) days following commencement of any Service, and during any off-boarding or transition period, response time SLAs shall not apply. Client acknowledges that unanticipated delays may occur during these periods.
3.11 Third Party Vendor Support
If a hardware or software issue requires OEM or vendor support, AirNetworks may engage the vendor on Client’s behalf and invoice Client for associated fees and costs. AirNetworks will obtain Client’s pre-approval for anticipated costs exceeding $300 unless emergency circumstances require immediate action.
4. CONNECTIVITY-SPECIFIC TERMS
4.1 Circuit Provisioning
Lead times for circuit installation are estimates provided by underlying carriers and are not guaranteed by AirNetworks. AirNetworks will use commercially reasonable efforts to meet projected installation dates but is not liable for carrier-caused delays. Client acknowledges that circuits may require physical site access, easement rights, and local authority permits that are Client’s responsibility to facilitate.
4.2 SD-WAN and Managed WAN
SD-WAN services may aggregate multiple underlying circuits from different carriers. AirNetworks manages the SD-WAN overlay; individual circuit performance is subject to each carrier’s SLA. Client must maintain all underlying circuits in good standing (current on payments to underlying carriers) to receive the benefit of SD-WAN failover and load balancing.
4.3 SIP Trunking and UCaaS
AirNetworks may provision SIP trunking, hosted PBX, or UCaaS platforms as specified in an SOW. Client is responsible for ensuring that E911 dispatchable location information is accurate and current for all locations and nomadic users. AirNetworks will implement E911 in accordance with applicable FCC and state regulations; however, Client acknowledges that E911 for remote and mobile users has inherent limitations and Client assumes responsibility for end-user education and compliance with applicable E911 obligations.
4.4 IP Addresses
IP addresses assigned by AirNetworks or its upstream providers remain the property of AirNetworks or the applicable provider. Upon termination of Services, Client has no right to retain or port IP addresses unless AirNetworks expressly agrees in writing.
4.5 Acceptable Use
Client agrees to use all connectivity services in compliance with AirNetworks’ Acceptable Use Policy (AUP), as may be amended from time to time. Uses that are prohibited include but are not limited to: transmission of unlawful content, spamming, port scanning, network attacks, interference with third-party networks, and any activity that violates applicable law. AirNetworks reserves the right to immediately suspend connectivity services upon discovering an AUP violation without prior notice.
4.6 Bandwidth and Traffic Policies
Services are provided with the bandwidth and data limits described in the applicable SOW. AirNetworks reserves the right to implement traffic management policies during periods of network congestion consistent with industry standards and applicable law. Client will be notified if sustained usage patterns require a change to the service tier.
5. MANAGED IT-SPECIFIC TERMS
5.1 Managed Devices
Managed IT services apply only to devices expressly enumerated in the applicable SOW (“Managed Devices”). Adding devices to management scope requires an SOW amendment and may result in additional fees.
5.2 BYOD and Unknown Devices
Client warrants that AirNetworks is authorized to access all devices connected to the in-scope Environment. AirNetworks is not responsible for diagnosing or remediating issues caused by devices not enrolled in the managed services program (“Unknown Devices”). Client is strongly advised not to connect Unknown Devices to the managed Environment.
5.3 Patch and Update Management
AirNetworks will implement patches and updates in accordance with the patch management policy described in the SOW. AirNetworks does not warrant that any patch or update will be free of defects or will not cause unintended issues. AirNetworks will not be responsible for downtime caused by vendor-issued patches or updates.
5.4 Backup and Disaster Recovery
Where backup or disaster recovery services are included in an SOW, AirNetworks will implement and manage the backup solution described therein. Client acknowledges that no backup solution guarantees 100% data recovery under all failure scenarios. Recovery time and recovery point objectives are as described in the SOW. Client is responsible for verifying that business-critical data is within the scope of backup coverage.
5.5 Cybersecurity Services
AirNetworks may provide endpoint detection and response (EDR), security information and event management (SIEM), firewall management, vulnerability scanning, and related cybersecurity services as described in an SOW. No security solution is 100% effective. AirNetworks does not warrant that all threats will be detected, prevented, or remediated. Client is strongly advised to (a) train employees on phishing awareness, (b) implement multi-factor authentication across all critical systems, and (c) maintain cyber liability insurance coverage appropriate to Client’s risk profile.
5.6 Help Desk and NOC/SOC
Help desk and NOC/SOC services are provided during the hours and at the response tiers described in the applicable SOW. Response and resolution time commitments apply only to issues within AirNetworks’ scope of management and are subject to the exclusions described in Section 3.
5.7 Compliance
Unless expressly stated in an SOW, AirNetworks’ services are not designed or intended to bring Client into full compliance with any regulatory framework (including HIPAA, PCI-DSS, CMMC, SOC 2, or similar). AirNetworks’ services may support compliance efforts, but Client remains solely responsible for its regulatory obligations. Client must notify AirNetworks if Client is subject to regulatory requirements that affect how AirNetworks handles Client data.
5.8 HIPAA / BAA
If Client is a Covered Entity or Business Associate under HIPAA and the Services may involve access to Protected Health Information (PHI), Client must execute a Business Associate Agreement (BAA) with AirNetworks prior to commencement of Services. AirNetworks will not access or handle PHI without a valid, executed BAA in place.
6. FEES; PAYMENT
6.1 Fees
Client agrees to pay the fees described in each applicable SOW, including monthly recurring charges (MRC), non-recurring charges (NRC), and any applicable taxes, shipping, or regulatory surcharges. Unless otherwise stated in an SOW, all fees are due in advance of the applicable service period.
6.2 Payment Terms
Invoices are due within fifteen (15) days of the invoice date unless otherwise specified in the SOW. AirNetworks’ preferred payment method is ACH. Payments made by check, credit card, or other methods may incur a processing surcharge.
6.3 Late Payment
Fees unpaid more than fifteen (15) days after the due date will accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. AirNetworks reserves the right to suspend all Services—including connectivity services—without prior notice upon nonpayment of any undisputed amount. Monthly recurring charges continue to accrue during any suspension period. A reconnect fee of up to 10% of Client’s monthly recurring fees may apply upon reinstatement of suspended Services.
6.4 Fee Disputes
Client must notify AirNetworks of any fee dispute within sixty (60) days of the invoice date or the date of payment, whichever is later. Disputed amounts must be identified in writing with supporting documentation. Undisputed portions of invoices remain due and payable on schedule.
6.5 Annual Adjustments
AirNetworks reserves the right to adjust monthly recurring fees annually by a percentage not to exceed the greater of (a) three percent (3%) or (b) the change in the Consumer Price Index for All Urban Consumers (CPI-U) for the prior twelve-month period. AirNetworks will provide at least thirty (30) days’ prior written notice of any such adjustment. This provision does not limit Pass-Through Increases, which may occur at any time with notice.
6.6 Taxes and Surcharges
Client is responsible for all applicable sales, use, excise, and similar taxes, as well as regulatory fees, surcharges, and assessments imposed on the Services. If Client is tax-exempt, Client must provide a valid exemption certificate prior to invoicing.
6.7 Per-Seat Licenses
Where AirNetworks purchases per-seat licenses (e.g., Microsoft 365, security platform seats) on Client’s behalf, those licenses are non-cancellable for the committed term and must be paid in full regardless of early termination. Client may continue to use those licenses until expiration if all fees have been paid.
7. LIMITED WARRANTIES; LIMITATION OF LIABILITY
7.1 Warranty
AirNetworks warrants that the Services will be provided in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT OR AN SOW, ALL SERVICES AND THIRD PARTY PRODUCTS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
7.2 Limitation of Liability
NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY SOW, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Subject to the exceptions below, AirNetworks’ aggregate liability to Client for all claims arising under or related to this Agreement and any SOW shall not exceed the greater of (a) the total fees paid by Client to AirNetworks for the specific Service giving rise to the claim during the three (3) months immediately preceding the date on which the claim accrued, or (b) ten thousand dollars ($10,000).
The foregoing limitations shall not apply to: (i) Client’s indemnification obligations; (ii) AirNetworks’ right to collect undisputed fees; (iii) damages arising from a party’s willful misconduct or gross negligence; or (iv) non-solicitation obligations.
7.3 Third Party Products
AirNetworks has no liability for the quality, functionality, or availability of Third Party Products or Services. All Third Party Product warranties, if any, are assigned or passed through to Client to the extent assignable.
8. INDEMNIFICATION
Each party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other party, its officers, directors, employees, and agents (collectively, the “Indemnified Party”) from and against any losses, damages, costs, and reasonable attorneys’ fees arising from (a) the Indemnifying Party’s breach of this Agreement, (b) the Indemnifying Party’s negligence or willful misconduct, or (c) in the case of Client, Client’s violation of applicable law or regulatory requirements. The Indemnified Party shall promptly notify the Indemnifying Party of any claim for which indemnity may be sought and shall cooperate reasonably in the defense thereof. No claim shall be settled without the Indemnifying Party’s prior written consent, which shall not be unreasonably withheld.
9. TERM AND TERMINATION
9.1 Agreement Term
This Agreement is effective as of the date Client accepts an SOW or receives any Service from AirNetworks, whichever is earlier, and continues until all SOWs have expired or been terminated and for six (6) months thereafter.
9.2 SOW Term
Each SOW will specify its own term and renewal provisions. Unless otherwise stated, SOWs auto-renew for successive one-year periods unless either party provides written notice of non-renewal at least sixty (60) days before the end of the then-current term.
9.3 Termination for Cause
Either party may terminate an SOW or this Agreement for cause if the other party commits a material breach and fails to cure such breach within twenty (20) days after receiving written notice describing the breach in reasonable detail. The cure period for Client’s failure to pay undisputed fees is ten (10) days.
9.4 Termination Without Cause
Neither party may terminate an active SOW without cause prior to its natural expiration date unless the SOW expressly permits early termination. Client-initiated early termination without cause will result in Client being liable for all fees that would have been payable through the end of the SOW term (the “Early Termination Fee”). AirNetworks’ right to terminate the Agreement without cause shall not apply while any SOW with active Services remains in effect.
9.5 Termination of Connectivity Services
For connectivity services provided under long-term carrier contracts, early termination may trigger pass-through early termination liability from the underlying carrier. AirNetworks will disclose any such liability in the applicable SOW. Client acknowledges and agrees to be responsible for carrier-imposed early termination fees that arise from Client’s early termination of connectivity services.
9.6 Equipment Return
Upon termination of any SOW, Client will provide AirNetworks with reasonable access to retrieve all AirNetworks Equipment within fifteen (15) business days. Client is responsible for the replacement cost of any AirNetworks Equipment that is missing, damaged (beyond normal wear and tear), or not returned within the specified period.
9.7 Data and Configuration
AirNetworks will not be obligated to retain Client data or configuration files after termination unless otherwise agreed in writing. Custom configurations and proprietary scripts created by AirNetworks remain AirNetworks’ intellectual property. AirNetworks will cooperate with reasonable transition assistance requests, subject to payment of all outstanding fees and AirNetworks’ then-current professional services rates.
9.8 Service Continuity
Upon any termination, AirNetworks will provide a commercially reasonable transition period (up to thirty (30) days) during which connectivity services remain active at Client’s request, provided all fees are current. Managed IT services will cease on the effective date of termination.
10. CONFIDENTIALITY
10.1 Definition
"Confidential Information" means all non-public information disclosed by one party (the "Discloser") to the other (the "Recipient"), including pricing, technical documentation, client lists, network configurations, security assessments, and business processes. Confidential Information does not include information that (i) is or becomes publicly known through no fault of the Recipient, (ii) was already in the Recipient’s possession without restriction, or (iii) is independently developed by the Recipient without use of the Discloser’s information.
10.2 Obligations
Each Recipient will protect the Discloser’s Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than commercially reasonable care. Confidential Information may be used only to fulfill obligations under this Agreement and may be disclosed only to personnel with a need to know.
10.3 Compelled Disclosure
If a Recipient is required by law, regulation, or court order to disclose Confidential Information, Recipient will, to the extent legally permitted, provide prompt prior written notice to Discloser and cooperate with Discloser’s reasonable efforts to seek a protective order or other relief.
10.4 Security Findings
Any security vulnerabilities, risk assessment findings, or network assessment results that AirNetworks produces for Client are Confidential Information of Client and shall be treated with heightened care. AirNetworks shall not disclose such findings to any third party without Client’s prior written consent except as required by law.
11. DATA PRIVACY AND SECURITY
11.1 Client Data
AirNetworks will process and store Client data only as necessary to deliver the Services. AirNetworks will implement commercially reasonable administrative, technical, and physical safeguards to protect Client data against unauthorized access, disclosure, or loss.
11.2 Data Breach Notification
In the event that AirNetworks becomes aware of a confirmed breach of Client’s data held by AirNetworks, AirNetworks will notify Client within seventy-two (72) hours of confirmation and will cooperate with Client’s response efforts. Client is responsible for complying with all applicable data breach notification laws.
11.3 HIPAA
If Services involve PHI, the parties will execute a Business Associate Agreement as required under HIPAA prior to AirNetworks accessing any PHI. Client is responsible for identifying all PHI within the Environment and ensuring it is labeled and segmented appropriately.
11.4 International Data
Certain Services may involve data processing or personnel access from outside the United States. Client will notify AirNetworks if Client’s data is subject to cross-border transfer restrictions, in which case additional compliance measures and costs may apply.
12. INTELLECTUAL PROPERTY AND OWNERSHIP
Each party retains all ownership rights in its pre-existing intellectual property. AirNetworks retains ownership of all tools, scripts, methodologies, configurations, automation frameworks, and other works of authorship created by AirNetworks in the course of delivering Services, unless otherwise expressly agreed in writing in an SOW. Third party software and licenses remain the property of their respective licensors. Nothing in this Agreement grants either party any trademark, trade dress, or brand rights of the other.
13. NON-SOLICITATION
During the term of this Agreement and for one (1) year following its termination, neither party shall directly or indirectly solicit, recruit, or induce any employee or contractor of the other party with whom such party had material contact during the engagement to leave their employment or engagement. Breach of this provision will entitle the non-breaching party to liquidated damages equal to the greater of $100,000 or the annual compensation of the solicited individual, in addition to any other remedies available at law or in equity.
14. DISPUTE RESOLUTION; ARBITRATION
14.1 Informal Resolution
Prior to commencing formal dispute resolution proceedings, the parties agree to attempt in good faith to resolve any dispute through direct negotiation between senior representatives of each party for a period of not less than fifteen (15) days after written notice of the dispute.
14.2 Arbitration
Except for AirNetworks’ right to pursue collections actions for undisputed fees in any court of competent jurisdiction, all disputes arising out of or related to this Agreement shall be resolved by binding arbitration before a single arbitrator with experience in technology services contracts. Arbitration shall be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration shall take place in San Antonio, Texas, or by remote hearing if agreed by the parties. The prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs.
14.3 Injunctive Relief
Nothing in this Section prevents either party from seeking emergency injunctive or equitable relief in a court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration.
14.4 Time Limitation
Any claim arising out of or related to the Services must be brought within six (6) months after the cause of action accrues, except for claims based on nonpayment by Client, which are not subject to this limitation.
15. GENERAL PROVISIONS
15.1 Governing Law
This Agreement is governed by the laws of the State of Texas, without regard to conflicts of law principles. For any claims not subject to arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts located in Bexar County, Texas.
15.2 Independent Contractor
AirNetworks is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties.
15.3 Assignment
Neither party may assign this Agreement or any SOW without the prior written consent of the other party, except that AirNetworks may assign this Agreement without consent in connection with a merger, acquisition, or sale of substantially all of its assets, provided that the assignee expressly assumes AirNetworks’ obligations hereunder.
15.4 Amendment
This Agreement and any SOW may be amended only by a written document initiated by AirNetworks and accepted in writing (including email or electronic signature) by Client. AirNetworks reserves the right to update the standard terms of this Agreement from time to time. Clients will be notified of material changes, and continued use of Services after the notice period constitutes acceptance of the revised terms.
15.5 Force Majeure
Neither party will be liable for failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, acts of God, acts of terrorism, cyberwarfare, power failures, carrier outages, government actions, labor disputes, or supply chain disruptions. The affected party will provide prompt notice and use commercially reasonable efforts to resume performance.
15.6 No Waiver
Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of the right to enforce that provision in the future.
15.7 Severability
If any provision of this Agreement is held invalid or unenforceable, such provision will be limited to the minimum extent necessary, and the remaining provisions will continue in full force and effect.
15.8 Notices
Notices required under this Agreement shall be in writing and delivered by (a) certified U.S. mail (effective three business days after deposit), (b) overnight courier (effective next business day), or (c) email to the last known email address designated for legal notices (effective one business day after transmission). AirNetworks’ notice address is: AirNetworks, LLC, 19141 Stone Oak Pkwy, Suite 104, San Antonio, TX 78258; legal@airnetworks.net.
15.9 Entire Agreement
This Agreement, together with all SOWs, constitutes the entire agreement between the parties regarding the Services and supersedes all prior agreements, proposals, representations, and understandings. AirNetworks’ website, marketing materials, and sales presentations are for informational purposes only and do not create additional obligations or service level commitments.
15.10 Counterparts; Electronic Execution
This Agreement and any SOW may be executed in counterparts and by electronic signature, each of which shall be deemed an original. Electronic signatures and email acceptances shall satisfy any writing requirement.
15.11 No Third Party Beneficiaries
This Agreement is entered into solely for the benefit of the parties and their permitted successors and assigns. No third party shall have any rights under this Agreement.
15.12 End User License Agreements
Certain Services require acceptance of third-party end user license agreements (EULAs) or subscription agreements. Client authorizes AirNetworks to accept such agreements on Client’s behalf where necessary to provision the Services. Client agrees to be bound by the terms of all applicable EULAs.
ACCEPTANCE
By executing a Statement of Work that references this Master Services Agreement, or by accepting Services from AirNetworks, Client agrees to be bound by the terms and conditions of this Agreement as of the Effective Date.
AirNetworks, LLC
Client
Signature: ________________________
Name: ____________________________
Title: _____________________________
Date: _____________________________
Signature: ________________________
Name: ____________________________
Title: _____________________________
Date: _____________________________
Company: _________________________
For questions about this Agreement, contact AirNetworks at legal@airnetworks.net or 210-816-6844.