MASTER SERVICES AGREEMENT

Master Services Agreement
AGZ Consulting, Inc. DBA BaseMonkeys

Effective Date: March 12, 2026

This Master Services Agreement (“Agreement”) is entered into between AGZ Consulting, Inc., a North Carolina corporation doing business as BaseMonkeys (“BaseMonkeys”), and the individual or entity accepting this Agreement (“Client”).

By creating an account, accessing the BaseMonkeys client portal, purchasing services, clicking “I Agree,” or otherwise using BaseMonkeys services, you acknowledge that you have read, understood, and agree to be bound by this Master Services Agreement.

1. Scope of Agreement

This Agreement governs all services provided by BaseMonkeys through its website, client portal marketplace, or other platforms, including but not limited to managed hosting, website development, consulting services, automation and AI services, SaaS tools and applications, security and infrastructure services, and other digital services offered by BaseMonkeys.

Specific services may include additional Service Terms which supplement this Agreement. In the event of conflict, Service Terms will control with respect to that service.

2. Account Registration

Clients may be required to create an account in the BaseMonkeys client portal. Clients agree to provide accurate information, maintain the security of login credentials, and notify BaseMonkeys of unauthorized access. Clients are responsible for all activities conducted under their account.

3. Subscription Billing and Payment

Services may be provided on a subscription basis billed monthly. Payments are processed through third-party payment processors including Stripe.

By subscribing to services, Client agrees that subscriptions automatically renew monthly, billing occurs in advance for each billing cycle, payment is charged to the payment method on file, and BaseMonkeys may update pricing with notice.

If payment fails, BaseMonkeys may retry payment using industry-standard retry attempts before suspending service. BaseMonkeys is not responsible for errors or interruptions caused by third-party payment processors.

4. Cancellation and Refund Policy

Clients may cancel subscriptions at any time through the client portal. All fees are non-refundable and subscriptions are not prorated.

If a subscription is canceled, service remains active until the end of the current billing cycle and services are then terminated. BaseMonkeys may suspend or terminate services for non-payment.

5. Account Termination and Data Deletion

Following cancellation or termination, services will cease at the end of the billing cycle and account access may be disabled.

BaseMonkeys may retain client data for up to fourteen (14) days for administrative purposes. During this period, clients may request data export where available. After fourteen (14) days, BaseMonkeys may permanently delete all account data and content.

6. Client Responsibilities

Clients are responsible for all content hosted or transmitted through services, compliance with applicable laws, intellectual property rights, data protection obligations, and maintaining backups of critical data. Clients agree not to use BaseMonkeys services for unlawful purposes.

7. Acceptable Use

Clients may not use services to host illegal content, distribute malware or malicious code, conduct phishing or fraud, send spam or abusive communications, infringe intellectual property rights, perform cryptocurrency mining or infrastructure abuse, or engage in activities that threaten platform security.

BaseMonkeys may suspend services immediately for violations.

Clients may not use BaseMonkeys services in a manner that unreasonably consumes infrastructure resources, degrades platform performance, interferes with other customers, or places excessive load on BaseMonkeys systems.

8. Third-Party Infrastructure

BaseMonkeys services rely on third-party infrastructure providers including but not limited to Amazon Web Services (AWS), CloudFront, Stripe, domain registrars, email providers, and third-party software vendors.

BaseMonkeys is not responsible for outages, failures, or disruptions caused by third-party providers.

9. Backups and Data Loss

BaseMonkeys may perform periodic backups as part of certain services. However, backup availability is not guaranteed and restoration of data cannot be guaranteed. Clients remain responsible for maintaining independent copies of their data. BaseMonkeys shall not be liable for data loss.

10. Security Disclaimer

While BaseMonkeys may implement security practices and infrastructure protections, BaseMonkeys does not guarantee that services will be free from intrusion, hacking, malware, or unauthorized access. Clients remain responsible for maintaining secure passwords and access controls.

11. No Uptime Guarantee

Services may include uptime monitoring, but BaseMonkeys does not guarantee uninterrupted service availability. Infrastructure failures, internet outages, and third-party service disruptions may impact availability.

12. Intellectual Property

Upon full payment, clients receive ownership of final deliverables created specifically for them.

BaseMonkeys retains ownership of all underlying frameworks, code libraries, templates, automation systems, AI models, methodologies, internal software, and tools used to deliver services.

13. Consulting and Advisory Disclaimer

Consulting and advisory services provided by BaseMonkeys are based on professional experience and industry knowledge. BaseMonkeys does not guarantee business results, revenue outcomes, or operational improvements resulting from advisory services.

14. Suspension of Services

BaseMonkeys may suspend services if payment is overdue, a security threat is detected, infrastructure is abused, the Acceptable Use Policy is violated, or the client engages in illegal activity. Suspension may occur without prior notice if necessary to protect platform integrity.

15. Indemnification

Client agrees to indemnify, defend, and hold harmless BaseMonkeys, its officers, employees, and affiliates from any claims, damages, liabilities, or expenses arising from client content, client websites or applications, client misuse of services, or violation of this Agreement.

16. Limitation of Liability

To the maximum extent permitted by law, BaseMonkeys’ total liability arising from services shall not exceed the fees paid by the Client during the three (3) months preceding the event giving rise to the claim.

BaseMonkeys shall not be liable for indirect damages, consequential damages, loss of profits, loss of data, or business interruption.

17. No Warranties

All services are provided “as is” and “as available.” BaseMonkeys makes no warranties, express or implied, including merchantability, fitness for a particular purpose, uninterrupted service, or error-free operation.

18. Force Majeure

BaseMonkeys shall not be liable for delays or failure to perform caused by events beyond its reasonable control including natural disasters, power failures, internet outages, war or civil unrest, or infrastructure provider disruptions.

19. Class Action Waiver

Client agrees that any disputes must be brought on an individual basis and not as part of a class action or collective proceeding.

20. Governing Law

This Agreement shall be governed by the laws of the State of North Carolina. Any legal action shall be brought exclusively in the courts located in Wake County, North Carolina.

21. Entire Agreement

This Agreement, together with any applicable Service Terms and referenced policies, constitutes the entire agreement between the parties and supersedes any prior agreements.

22. Privacy

Use of BaseMonkeys services is subject to the BaseMonkeys Privacy Policy available on the website.

23. Acceptance

By accessing the BaseMonkeys client portal, purchasing services, or clicking acceptance of this Agreement, Client acknowledges that they have read, understood, and agree to be bound by this Agreement.

24. Client Content, Legal Compliance, and Takedown Rights

Clients are solely responsible for all content, data, applications, and materials hosted, transmitted, or otherwise made available through BaseMonkeys services.

Clients represent and warrant that they possess all necessary rights, licenses, and permissions required to use, publish, transmit, or distribute such content.

BaseMonkeys does not actively monitor client content but reserves the right, at its sole discretion, to remove, disable access to, suspend services related to, or otherwise restrict any content that violates applicable laws or regulations, infringes intellectual property rights, contains malicious code, creates security risks, violates this Agreement or the Acceptable Use Policy, or exposes BaseMonkeys to potential legal liability.

BaseMonkeys may comply with lawful requests including subpoenas, court orders, law enforcement requests, copyright infringement notices, DMCA takedown notices, and other legal or regulatory requirements without prior notice to the Client.

Clients agree that BaseMonkeys shall not be liable for actions taken in good faith to comply with legal obligations or to protect the integrity, security, or lawful operation of its services.