Master Service Terms

www.gitstechsinc.com | Last Updated: 08/06/2026

These Master Service Terms (the “Terms”) govern all services provided by Global IT Solutions & Technologies Inc (“GITS,” “we,” “us,” or “our”) to any client (“Client”), including website management, mobile app development, data engineering, cloud and AI solutions, healthcare IT consulting, digital transformation, and related services. These Terms apply to and are incorporated into every proposal, quote, statement of work, or service agreement (each, an “Order”) issued by GITS, unless the Order expressly states otherwise. If a signed agreement between GITS and Client contains a term that conflicts with these Terms, the signed agreement controls for that engagement.

1. Proposals, Scope, and Change Orders

1.1 The services, deliverables, timeline, and fees for each engagement are defined in the applicable Order. Work not described in an Order is out of scope.

1.2 Changes to scope, including added features, additional pages, expanded data sources, or new environments, must be agreed in a written change order (email approval is acceptable) that states the added work and any fee or timeline impact. GITS will not perform out-of-scope work, and will not charge for additional work, without Client's prior written approval.

1.3 Timeline estimates are made in good faith based on the information available and Client's timely cooperation. Delays caused by Client, including late content, delayed approvals, or delayed access to systems, extend timelines accordingly and are not a breach by GITS.

2. Fees and Payment

2.1 Fees, payment schedules, and any subscription or recurring charges are stated in the applicable Order. Unless the Order states otherwise, project fees are invoiced fifty percent (50%) upon signing and fifty percent (50%) upon delivery, and invoices are due upon receipt.

2.2 Late payments are subject to the late fee, suspension, and collections provisions stated in the applicable Order or service agreement. GITS may suspend services on accounts with past-due balances until the account is brought current.

2.3 Fees are exclusive of taxes. Client is responsible for any applicable sales, use, or similar taxes, excluding taxes on GITS's income.

3. Client Responsibilities and Materials

3.1 Client will provide, in a timely manner, the content, materials, information, decisions, approvals, and access (including credentials, systems, and environments) reasonably needed for GITS to perform the services.

3.2 Client represents and warrants that all content, data, logos, images, and materials it provides to GITS are owned by Client or properly licensed, and that GITS's use of them as directed by Client will not infringe or violate the rights of any third party or any law. Client will indemnify, defend, and hold harmless GITS from any third-party claim arising out of materials, content, or data provided by Client or instructions given by Client.

3.3 Client is responsible for its own business decisions, regulatory compliance, and use of the deliverables. GITS provides technology services, not legal, financial, or compliance advice.

4. Service-Specific Terms

4.1 SEO, Marketing, and Analytics — No Results Guarantee. GITS will perform SEO, digital marketing, and analytics services with professional skill and care. However, search engine rankings, traffic volumes, engagement, lead generation, and revenue outcomes depend on factors outside GITS's control, including search engine algorithms, competition, market conditions, and Client's own products, pricing, and reputation. GITS makes no guarantee of any specific ranking, traffic level, or business result, and fees are not contingent on any such result.

4.2 Data Engineering and Analytics. Client warrants that it has the right to grant GITS access to all data sources involved in an engagement. GITS is not responsible for the accuracy, completeness, or quality of Client's source data, or for issues in downstream reports and dashboards caused by defects in source data. Unless expressly stated in an Order, Client is responsible for maintaining backups of its own source systems and data. GITS will follow reasonable data-handling practices and will access Client data only as needed to perform the services.

4.3 Cloud, Hosting, and Third-Party Services. Services may rely on third-party platforms and providers, including cloud infrastructure (e.g., AWS, Microsoft Azure), domain registrars, payment processors, email services, plugins, and software licenses. GITS does not control these providers and is not liable for their outages, errors, price changes, security incidents, or discontinuation, although GITS will make reasonable efforts to restore affected services promptly. No uptime or availability commitment applies unless a specific service level is stated in an Order. Third-party fees and license costs are Client's responsibility unless the Order states they are included.

4.4 Healthcare IT and Regulated Data. Client must notify GITS in writing before any engagement involves protected health information (PHI) or other regulated data. GITS will not access PHI until a Business Associate Agreement (BAA) or other legally required agreement is executed between the parties. GITS provides compliance-aware technical services; Client remains solely responsible for its own compliance with HIPAA and other applicable laws, including its policies, training, and use of systems. Each party will notify the other without undue delay of any security incident affecting the other party's data, and will reasonably cooperate in the response.

4.5 Mobile and Software Development. App store review, approval, and publication decisions are made by the applicable platform (e.g., Apple, Google) and are outside GITS's control. Client is responsible for its own developer accounts, store fees, and ongoing store compliance unless the Order states otherwise.

4.6 Staff Augmentation and Team Extension. When GITS personnel or contractors work as an extension of Client's team, they remain employees or contractors of GITS at all times. During an engagement and for twelve (12) months after it ends, Client will not directly or indirectly solicit, hire, or engage any GITS employee or contractor who performed services for Client, without GITS's prior written consent. If Client does so, Client agrees to pay GITS a placement fee equal to fifty percent (50%) of that person's first-year annualized compensation, as a reasonable estimate of GITS's recruiting and replacement costs.

4.7 Regulated, Licensed, and Age-Restricted Products.

(a) Definition. “Regulated Products” means any product, substance, service, or activity whose manufacture, importation, distribution, sale, offer for sale, advertisement, marketing, shipment, or delivery is subject to licensing, registration, permitting, age restriction, excise or special taxation, mandatory labeling or warning, recordkeeping, or reporting obligations under any federal, state, local, or tribal law. Regulated Products include, without limitation: tobacco products of any kind, including cigarettes, cigars, pipe tobacco, smokeless tobacco, hookah, and shisha; electronic nicotine delivery systems (ENDS), electronic cigarettes, vaporizers, vape devices, e-liquids, nicotine salts, and any component, part, or accessory of the foregoing, whether or not containing nicotine; nicotine pouches and synthetic or tobacco-free nicotine products; hemp, CBD, THC, delta-8, kratom, and other cannabinoid or psychoactive botanical products; alcoholic beverages; smoking accessories, glass pipes, water pipes, rolling papers, and related paraphernalia; firearms, ammunition, and accessories; pharmaceuticals, controlled substances, dietary supplements, and medical devices; gambling, gaming, and wagering services; adult-oriented content, products, or services; and any other product or service requiring a license, permit, registration, or governmental authorization to sell, ship, advertise, or offer. “Required Authorizations” means all licenses, permits, registrations, certifications, bonds, tax accounts, and governmental authorizations required for Client to lawfully sell, ship, advertise, and offer Regulated Products in and into every jurisdiction in which Client does or intends to do so.

(b) Client Representations. Client represents, warrants, and covenants, on the effective date of each Order and continuously throughout the engagement, that: (i) Client holds and will maintain in good standing all Required Authorizations, none of which has been suspended, revoked, denied, or placed under conditions; (ii) each Regulated Product that Client offers, lists, advertises, or displays through the deliverables is lawful to sell, advertise, and ship in each jurisdiction in which Client offers or ships it, and holds any required federal premarket authorization or marketing order; (iii) Client is and will remain in compliance with all applicable laws, including without limitation the Prevent All Cigarette Trafficking Act (15 U.S.C. § 375 et seq.) as amended to cover ENDS, all registration and periodic reporting obligations to the Bureau of Alcohol, Tobacco, Firearms and Explosives and to the tobacco tax administrator of each applicable state, U.S. Food and Drug Administration labeling, warning-statement, and marketing requirements, all age-verification and delivery requirements, all excise tax obligations, and all applicable carrier and shipping restrictions; (iv) all product descriptions, images, claims, and pricing that Client supplies or approves are accurate, lawful, and non-misleading; (v) Client is solely responsible for determining which of its products constitute Regulated Products and which regulatory regimes apply to them; and (vi) Client will promptly notify GITS in writing at contact@gitstechsinc.com of any lapse, suspension, or revocation of a Required Authorization, and of any governmental inquiry, notice of violation, or enforcement action relating to Regulated Products offered through the deliverables.

(c) Documentation; Condition Precedent to Launch. Upon GITS's request, Client will provide legible copies of the Required Authorizations and any related registration confirmations, together with a completed and signed Regulated Products Schedule in the form provided by GITS. GITS's obligation to publish, launch, deploy, or make the deliverables publicly accessible is expressly conditioned on receipt of that documentation. GITS may withhold launch or delay any milestone until documentation reasonably satisfactory to GITS is received; any resulting delay extends all affected deadlines, is not a breach by GITS, and does not entitle Client to any refund, credit, or fee reduction. Client will provide updated documentation upon renewal, upon expiration of any Required Authorization, and upon GITS's reasonable request.

(d) No Compliance Review; No Legal Advice. GITS is a technology services provider and is not a law firm, regulatory consultant, compliance auditor, licensed distributor, or seller of Regulated Products. GITS does not, and has no obligation to, review, verify, audit, or confirm the authenticity, validity, scope, or current status of any Required Authorization, the legality of any product Client offers, the accuracy of any product content, or Client's compliance with any law. GITS's receipt or acceptance of any document under Section 4.7(c), or its agreement to perform services, is not a representation, approval, endorsement, or determination that Client or any product is compliant with any law, and Client will not represent otherwise to any third party.

(e) Compliance Features Implemented at Client's Direction. Where deliverables include age gates, age or identity verification, warning statements, disclaimers, jurisdictional or geographic restrictions, license-verified account approval, shipping restrictions, tax calculation, recordkeeping, or reporting features (each a “Compliance Feature”), Client is solely responsible for specifying the required content, wording, placement, sizing, formatting, logic, and jurisdictional scope of each Compliance Feature. GITS implements Compliance Features as specified and approved by Client. GITS makes no representation or warranty that any Compliance Feature satisfies any legal or regulatory requirement, and Client is solely responsible for confirming sufficiency with its own legal counsel. Client's written approval of a design, mockup, staging environment, or release constitutes Client's confirmation that the Compliance Features are acceptable and sufficient for Client's purposes.

(f) Third-Party Platforms, Hosts, and Payment Processors. In addition to Section 4.3, Client acknowledges that hosting providers, domain registrars, content delivery networks, e-commerce platforms, app stores, marketplaces, advertising networks, payment processors, card networks, acquiring banks, and shipping carriers each maintain their own acceptable use policies and merchant category restrictions, that these may prohibit or restrict Regulated Products, and that these may be changed, enforced, or applied at any time in such third party's sole discretion and without notice. GITS has no liability for any suspension, termination, deplatforming, delisting, account closure, payment hold, fund seizure, reserve, chargeback, or refusal of service by any third party, whether or not GITS recommended, procured, or configured that third party's services. Client is solely responsible for reviewing and complying with all such third-party policies. Any work required to migrate, rebuild, reconfigure, or restore deliverables as a result of such an event is additional work billable at GITS's then-current rates.

(g) Right to Refuse, Suspend, or Terminate. Notwithstanding any other provision of these Terms or any Order, GITS may, in its sole discretion and immediately upon written notice, refuse to perform, suspend performance, refuse to launch, take offline, or terminate any services, deliverables, or engagement in whole or in part if GITS believes in good faith that Client lacks any Required Authorization, that any content or product is or may be unlawful, that continued performance may expose GITS to legal liability, regulatory action, reputational harm, or violation of a third-party provider's terms, or that Client has breached this Section 4.7. Exercise of this right is not a breach or default by GITS. All fees paid or accrued through the effective date of such action are non-refundable and remain due, including prepaid subscription or care plan fees for the then-current billing period. Upon such termination, GITS will, at Client's written request and expense, provide Client a copy of Client-owned deliverables consistent with Section 5.1.

(h) Indemnification. Client will defend, indemnify, and hold harmless GITS and its officers, directors, members, employees, contractors, subcontractors, agents, successors, and assigns from and against any and all claims, demands, actions, suits, proceedings, investigations, audits, governmental inquiries, penalties, fines, forfeitures, assessments, judgments, settlements, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees, expert fees, and costs of investigation and defense) arising out of or relating to: (i) any Regulated Product offered, listed, advertised, displayed, sold, shipped, or delivered by Client, whether or not through the deliverables; (ii) Client's failure to obtain, maintain, or comply with any Required Authorization; (iii) Client's actual or alleged violation of any law, regulation, or rule, including those identified in Section 4.7(b)(iii); (iv) any breach of Client's representations, warranties, or covenants in this Section 4.7; (v) the content, accuracy, legality, or sufficiency of any Compliance Feature, product description, claim, or warning statement specified or approved by Client; (vi) any sale, shipment, or delivery of a Regulated Product to a minor or into any jurisdiction where prohibited; and (vii) any third-party action described in Section 4.7(f). This obligation applies regardless of whether GITS is named as a party and regardless of whether GITS performed the work at Client's direction. GITS will provide prompt written notice of any such claim and reasonable cooperation at Client's expense, and reserves the right to participate in the defense at its own expense with counsel of its choosing. Client will not settle any claim in a manner that imposes any obligation, admission, or liability on GITS without GITS's prior written consent.

5. Intellectual Property and Portfolio Rights

5.1 Client Deliverables. Upon full payment of all fees owed for an engagement, Client owns the final deliverables created specifically for Client under the applicable Order, such as the client website, custom application code, reports, and dashboards, subject to Sections 5.2 and 5.3.

5.2 GITS Materials. GITS retains all rights to its pre-existing materials, internal tools, templates, frameworks, libraries, processes, and general know-how, including improvements to them made during an engagement. To the extent any GITS materials are embedded in a deliverable, GITS grants Client a perpetual, non-exclusive license to use them as part of that deliverable.

5.3 Third-Party Components. Deliverables may include open-source or third-party components subject to their own licenses. Client's use of those components is governed by those licenses, and Client may need its own accounts or licenses for third-party services after handoff.

5.4 Portfolio and Credit. Client agrees that GITS may identify Client by name and logo as a client, and may display non-confidential descriptions and images of the work in GITS's portfolio, website, and marketing materials, unless Client opts out in writing. Unless otherwise agreed, GITS may include a small “Website by GITS” (or similar) credit and link in the footer of websites it builds.

6. Confidentiality

Each party will keep confidential the other party's non-public business, technical, and financial information received in connection with the services, will use it only to perform under these Terms, and will protect it with at least reasonable care. This obligation does not apply to information that is or becomes public through no fault of the receiving party, was lawfully known before disclosure, is independently developed, or must be disclosed by law (with notice to the other party where legally permitted). This Section survives termination of any engagement.

7. Warranties and Disclaimer

7.1 GITS warrants that services will be performed in a professional and workmanlike manner consistent with industry standards, and will correct, at no charge, material defects in a deliverable that are reported within thirty (30) days after delivery or launch.

7.2 EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR AN ORDER, ALL SERVICES AND DELIVERABLES ARE PROVIDED WITHOUT ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. GITS DOES NOT WARRANT THAT SERVICES OR DELIVERABLES WILL BE UNINTERRUPTED OR ERROR-FREE.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) GITS'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO AN ENGAGEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO GITS FOR THAT ENGAGEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITS DO NOT APPLY TO CLIENT'S PAYMENT OBLIGATIONS, EITHER PARTY'S CONFIDENTIALITY BREACH, OR CLIENT'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 3.2 OR SECTION 4.7(h).

9. Indemnification

Each party will indemnify, defend, and hold harmless the other from third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or violation of law. In addition, Client will indemnify GITS as stated in Section 3.2 (Client-provided materials and instructions) and Section 4.7(h) (regulated, licensed, and age-restricted products), which obligations are cumulative and not exclusive of one another, and GITS will indemnify Client against third-party claims that a deliverable created solely by GITS infringes a U.S. copyright, excluding claims arising from Client-provided materials, Client's modifications, or combination with items not provided by GITS.

10. Term, Termination, and Suspension

10.1 Each engagement runs for the term stated in its Order. Termination rights, notice periods, early termination charges, and refund rules are as stated in the applicable Order or service agreement.

10.2 Either party may terminate an engagement if the other party materially breaches and fails to cure within fifteen (15) days after written notice. Upon any termination, Client will pay for all services performed and expenses incurred through the effective date of termination.

10.3 Sections 3.2, 4, 5, 6, 7.2, 8, 9, and 11 survive termination.

11. General

11.1 Independent Contractor. GITS is an independent contractor. Nothing in these Terms creates a partnership, joint venture, or employment relationship.

11.2 Subcontracting. GITS may use qualified employees and subcontractors to perform services and remains responsible for their work and for compliance with these Terms.

11.3 Force Majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, internet or utility failures, third-party platform outages, labor disputes, war, or government action.

11.4 Notices. Notices to GITS must be sent by email to contact@gitstechsinc.com. Notices to Client will be sent to the contact information in the applicable Order.

11.5 Governing Law and Venue. These Terms are governed by the laws of the State of Ohio, and disputes will be resolved exclusively in the state or federal courts located in Butler County, Ohio.

11.6 Assignment. Neither party may assign these Terms without the other's written consent, except that GITS may assign to a successor in a merger, acquisition, or sale of substantially all assets.

11.7 Entire Agreement; Order of Precedence. These Terms, together with the applicable Order and any signed service agreement, form the entire agreement for the engagement. In case of conflict, the order of precedence is: (1) a signed service agreement, (2) the applicable Order, (3) these Terms.

11.8 Updates. GITS may update these Terms from time to time by posting the updated version at www.gitstechsinc.com. Updates apply to Orders issued after the update's posted date and do not change the terms of engagements already in progress.

11.9 Severability; Waiver. If any provision is found unenforceable, the remainder stays in effect. Failure to enforce a provision is not a waiver of the right to enforce it later.

Contact

Global IT Solutions & Technologies Inc
Email: contact@gitstechsinc.com
Phone: +1-283-215-7421
Location: West Chester, OH 45069, USA