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SaaS Platform Addendum

to the Masters Services Agreement

Updated: 3/31/2026

This SaaS Platform Addendum (“Addendum”) is made available by ProVal Technologies, Inc. (“ProVal”) at https://www.provaltech.com/legal/saas and is incorporated by reference into any Statement of Work (“SOW”) executed between ProVal and its clients (each, a “Client”) that references this Addendum. By executing an SOW that references this Addendum, Client agrees to be bound by the terms herein as of the Effective Date stated in that SOW.

This Addendum supplements and is incorporated into the Master Services Agreement (“MSA”) and governs Client’s access to and use of any software platform ProVal makes available, whether owned by ProVal or provided through a third-party vendor (“Vendor”) that ProVal resells or brokers on Client’s behalf. The specific platforms in scope and any platform-specific terms are identified in the applicable SOW. In the event of a conflict between this Addendum and a Vendor’s terms for a Vendor-provided platform, the Vendor’s terms govern the Vendor’s obligations; this Addendum governs ProVal’s. In all other conflicts, this Addendum controls over the MSA with respect to platform matters.

ProVal reserves the right to update this Addendum from time to time. The version in effect as of the Effective Date of each SOW governs that SOW unless the Parties agree otherwise in writing.

1. Definitions

Platform

Any SaaS software application made available to Client by ProVal under this Addendum, whether owned by ProVal or provided through a Vendor. Platforms in scope are identified in the applicable SOW.

Vendor

A third-party entity whose software or services ProVal resells, brokers, or facilitates access to on Client’s behalf.

Vendor Agreement

The end-user license agreement, terms of service, or other governing terms between Client (or ProVal) and a Vendor for use of a Vendor-provided Platform.

Subscription

Client’s right to access and use a Platform during the Subscription Term, as specified in the applicable SOW.

Subscription Term

The period during which Client is authorized to access and use a Platform, as set forth in the SOW.

Client Data

All data, content, and information submitted, uploaded, or transmitted to a Platform by or on behalf of Client or its Users.

Users

Client’s employees, contractors, or agents authorized by Client to access and use a Platform under Client’s account.

Feedback

Any ideas, suggestions, or recommendations submitted by Client or its Users to ProVal regarding any Platform.

2. Subscription and Platform Access

2.1 Grant of Access
  • Subject to this Addendum, the MSA, and payment of applicable fees, ProVal makes available to Client a limited, non-exclusive, non-transferable, non-sublicensable right to access and use each Platform identified in the applicable SOW during the Subscription Term, solely for Client's internal business purposes. For Platforms provided through a Vendor, the underlying license is granted by the Vendor; ProVal's role is to facilitate and support Client's access in its capacity as reseller or channel partner.
2.2 User Accounts
  • Client is responsible for all activity under its User accounts. Client shall maintain the security of all credentials, promptly notify ProVal of any suspected unauthorized access, and ensure all Users comply with this Addendum and any applicable Vendor Agreement. ProVal may set reasonable limits on the number of Users as specified in the SOW.
2.3 Restrictions
  • Client shall not, and shall not permit any third party to, do any of the following with respect to any Platform:
  • Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or underlying algorithms;
  • Copy, modify, create derivative works, or translate any Platform or its documentation;
  • Resell, sublicense, time-share, or otherwise provide access to any Platform to any third party;
  • Remove or alter any proprietary notices, labels, or marks;
  • Use any Platform to develop a competing product or service;
  • Circumvent or disable any security or access control features;
  • Use any Platform in violation of applicable law, regulation, or any applicable Vendor Agreement.

3. Fees, Billing, and Payment

3.1 Subscription Fees
  • Client shall pay ProVal the fees set forth in the applicable SOW. Unless otherwise stated in the SOW, fees are due net thirty (30) days from the invoice date.
3.2 Auto-Renewal
  • Unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term, the Subscription will automatically renew for successive periods equal in length to the initial term at ProVal's then-current pricing, unless otherwise agreed in writing.
3.3 Price Changes
  • ProVal may adjust Subscription fees upon renewal by providing at least thirty (30) days' prior written notice. For Platforms provided through a Vendor, ProVal reserves the right to pass through any Vendor fee increases to Client, with as much advance notice as ProVal receives from the Vendor (minimum thirty (30) days). Continued use of any Platform after a price change takes effect constitutes Client's acceptance of the revised fees. Client's sole remedy for an unacceptable price change is termination of the affected Subscription per Section 9.
3.3 Price Changes
  • ProVal may adjust Subscription fees upon renewal by providing at least thirty (30) days' prior written notice. For Platforms provided through a Vendor, ProVal reserves the right to pass through any Vendor fee increases to Client, with as much advance notice as ProVal receives from the Vendor (minimum thirty (30) days). Continued use of any Platform after a price change takes effect constitutes Client's acceptance of the revised fees. Client's sole remedy for an unacceptable price change is termination of the affected Subscription per Section 9.
3.4 Late Payments
  • Overdue amounts accrue interest at one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower. ProVal reserves the right to suspend Platform access for accounts with undisputed fees overdue by more than fifteen (15) days, following written notice to Client.
3.5 Taxes
  • All fees exclude applicable taxes, levies, or duties. Client is responsible for all such amounts, excluding taxes based on ProVal's net income.
3.6 No Refunds
  • Except as required by applicable law or expressly stated in the SOW, all fees paid are non-refundable. For Vendor-provided Platforms, refund eligibility (if any) is governed solely by the applicable Vendor Agreement.

4. Suspension of Access

4.1 Suspension
  • ProVal may suspend Client's access to any Platform immediately upon written notice if: (a) undisputed fees are overdue by more than fifteen (15) days after notice; (b) Client materially violates Section 5 (Acceptable Use); (c) ProVal is required to do so by law or governmental authority; or (d) ProVal reasonably believes suspension is necessary to protect the security or integrity of any Platform or other customers. ProVal shall have no liability for any suspension initiated by a Vendor under a Vendor Agreement, provided ProVal uses commercially reasonable efforts to notify Client promptly and assist in resolving the issue.
4.2 Effect of Suspension
  • During suspension, Client's access to the affected Platform and Client Data may be restricted. ProVal will use commercially reasonable efforts to restore access upon resolution. Suspension does not relieve Client of its obligation to pay fees accrued prior to suspension.

5. Acceptable Use Policy

  • Client shall use all Platforms only for lawful purposes and in accordance with this Addendum and any applicable Vendor Agreement. The following uses are expressly prohibited:
  • Storing, transmitting, or processing data in violation of applicable data protection laws;
  • Uploading or distributing content that is unlawful, defamatory, obscene, or that infringes any third-party intellectual property or privacy rights;
  • Probing, scanning, or testing the vulnerability of any Platform or attempting to breach security or authentication measures without express written authorization;
  • Using automated tools to scrape or extract data in a manner inconsistent with the applicable SOW or Documentation;
  • Introducing malware, ransomware, or other malicious code;
  • Impersonating any person or entity through a Platform;
  • Using any Platform in any manner that damages performance or disrupts other users' access.
  • Vendor Agreements for Vendor-provided Platforms may impose additional use restrictions. Compliance with those restrictions is Client's sole responsibility.

6. Client Data

6.1 Ownership
  • Client retains all right, title, and interest in and to Client Data, regardless of which Platform it resides on. ProVal acquires no ownership rights in Client Data under this Addendum.
6.2 License to Use Client Data
  • Client grants ProVal a limited, non-exclusive license to access, process, store, and use Client Data solely as necessary to deliver the services described in the applicable SOW, fulfill ProVal's obligations under this Addendum and the MSA, and comply with applicable law. ProVal shall not use Client Data beyond these purposes without Client's express written consent. For Vendor-provided Platforms, Client Data may also be subject to the Vendor's data practices as set forth in the applicable Vendor Agreement; ProVal makes no representations regarding any Vendor's data handling.
6.3 Data Retention and Deletion
  • Upon expiration or termination of a Subscription, Client has thirty (30) days to export Client Data from any Platform over which ProVal has direct control. After that period, ProVal may delete such data in accordance with its retention policies. For Vendor-provided Platforms, data retention and deletion are governed by the applicable Vendor Agreement. Client is responsible for understanding and exercising its data rights under those terms.
6.4 Data Processing Addendum
  • To the extent Client Data processed through any Platform includes personal data subject to applicable data protection laws (including GDPR or CCPA), the Parties agree to execute a mutually agreed Data Processing Addendum ("DPA"), incorporated herein by reference upon execution. For Vendor-provided Platforms, a separate DPA with the Vendor may also be required; ProVal will use commercially reasonable efforts to facilitate or direct Client to any such Vendor DPA upon request.
6.5 Aggregated Data
  • ProVal may use aggregated, anonymized data derived from Platform usage for service improvement and benchmarking purposes, provided such data cannot reasonably be used to identify Client or any individual.

7. Security and Support

7.1 Security
  • ProVal shall implement and maintain commercially reasonable administrative, technical, and physical safeguards to protect Client Data on Platforms under ProVal's direct control, consistent with industry-standard practices. For Vendor-provided Platforms, security is the responsibility of the applicable Vendor as set forth in the Vendor Agreement; ProVal makes no representations regarding Vendor security practices.
7.2 Security Incident Notification
  • In the event of a confirmed breach resulting in unauthorized access to Client Data on a Platform under ProVal's direct control, ProVal shall notify Client without undue delay and within seventy-two (72) hours of becoming aware, describing: (a) the nature of the breach; (b) categories of Client Data affected; (c) likely consequences; and (d) measures taken or proposed. For Vendor-provided Platforms, breach notification is the Vendor's responsibility; ProVal will promptly relay to Client any notice received from a Vendor.
7.3 Client Responsibilities
  • Client is responsible for: (a) maintaining the confidentiality of User credentials; (b) configuring Platform settings per applicable security guidance; and (c) ensuring Client Data does not include data subject to heightened regulatory requirements (e.g., PHI under HIPAA) unless ProVal or the applicable Vendor has expressly agreed in writing to support such data categories.
7.4 Support
  • Support obligations are as specified in the applicable SOW. For Vendor-provided Platforms, ProVal serves as Client's first point of contact, performs reasonable triage, and escalates confirmed Vendor-side issues to the applicable Vendor on Client's behalf. ProVal is not responsible for resolving issues that require action from the Vendor or the Vendor's underlying infrastructure.

8. Availability and Warranties

8.1 As-Is Disclaimer
  • ALL PLATFORMS ARE PROVIDED "AS IS." PROVAL MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR UNINTERRUPTED AVAILABILITY, WITH RESPECT TO ANY PLATFORM — WHETHER OPERATED BY PROVAL OR PROVIDED BY A VENDOR. PROVAL HAS NO LIABILITY FOR ANY DOWNTIME, DEGRADATION, OR UNAVAILABILITY OF ANY PLATFORM.
8.2 Commercially Reasonable Efforts
  • ProVal will use commercially reasonable efforts to maintain availability of Platforms under its direct control and to schedule maintenance during off-peak hours with advance notice where practicable. For Vendor-provided Platforms, availability is subject to the Vendor's own infrastructure and terms. ProVal will relay Vendor maintenance notices to Client as promptly as reasonably practicable.
8.3 Beta and Preview Features
  • Beta, preview, or early access features on any Platform — whether offered by ProVal or a Vendor — are made available for use at will, with no commitments of any kind. They are provided strictly as-is, may be modified, suspended, or removed at any time without notice, and are excluded from any availability, support, data retention, or warranty obligations under this Addendum or the MSA. ProVal has no liability whatsoever arising from Client's use of, or inability to use, any beta or preview feature.

9. Term and Termination

9.1 Subscription Term
  • Each Subscription Term commences on the Effective Date of the applicable SOW and continues for the period specified therein, subject to renewal pursuant to Section 3.2.
9.2 Termination for Cause
  • Either Party may terminate this Addendum upon written notice if the other Party materially breaches any provision hereof or the MSA and fails to cure within thirty (30) days after written notice specifying the breach. ProVal may terminate immediately upon written notice if Client violates Section 2.3 (Restrictions) or Section 5 (Acceptable Use).
9.3 Termination for Non-Payment
  • ProVal may terminate this Addendum upon fifteen (15) days' written notice if Client fails to pay any undisputed fees when due and such failure remains uncured at the end of the notice period.
9.4 Vendor-Initiated Termination
  • If a Vendor terminates or materially restricts ProVal's right to provide a Vendor-provided Platform, ProVal shall promptly notify Client and the Parties shall cooperate in good faith on a transition plan. ProVal's obligation to provide the affected Platform terminates as of the Vendor's action date; Client's fee obligation for that Platform is prorated and ceases as of that date. ProVal shall not be liable for any losses arising from Vendor-initiated termination beyond the prorated fee refund described herein.
9.5 Effect of Termination
  • Upon termination or expiration of a Subscription Term: (a) all access rights terminate immediately; (b) Client shall cease use of the affected Platform; (c) each Party shall handle the other's Confidential Information as provided in the MSA; and (d) data export rights apply per Section 6.3. All fees accrued prior to termination remain due.
9.6 Survival
  • Sections 1, 3 (accrued obligations), 6.1, 9.5, 10, 11, 12, and 13 survive expiration or termination of this Addendum.

10. Intellectual Property

10.1 Ownership
  • ProVal retains all right, title, and interest in and to any Platform it owns. Vendors retain all rights to their respective platforms. Client acquires no ownership interest in any Platform under this Addendum. Client's right to access any Platform terminates upon expiration or termination of the applicable Subscription Term, notwithstanding any post-term license language in the MSA.
10.2 Feedback
  • Client irrevocably assigns to ProVal all right, title, and interest in and to any Feedback provided to ProVal regarding any Platform. ProVal may use Feedback for any purpose — including product development, roadmap planning, or Vendor recommendations — without obligation or compensation to Client.

11. Subprocessors and Third-Party Services

ProVal may engage subprocessors — including cloud infrastructure providers, AI/ML services, and monitoring tools — to assist in delivering Platforms under its control. ProVal remains responsible for subprocessors’ compliance with obligations materially equivalent to those in this Addendum. ProVal will make a list of current subprocessors available upon written request and provide thirty (30) days’ advance notice of any new subprocessors that will process Client Data.

Vendors providing Vendor-provided Platforms may act as independent data controllers or processors with respect to Client Data. Such Vendor processing is outside ProVal’s control, and ProVal is not liable for any Vendor’s data practices, security failures, or regulatory non-compliance. ProVal is not liable for unavailability, data loss, or other failures caused by Vendor infrastructure or third-party outages beyond ProVal’s reasonable control.

12. Limitation of Liability

  • The limitations of liability in the MSA apply fully to this Addendum. ProVal's total aggregate liability arising out of or related to this Addendum in any twelve (12) month period shall not exceed the total Subscription fees paid by Client to ProVal for the affected Platform during that same period. ProVal is not liable for any act, omission, breach, or failure of any Vendor. Client's recourse for any Vendor-related claim is directed solely to the Vendor under the applicable Vendor Agreement.

13. General Provisions

13.1 Order of Precedence
  • In the event of a conflict: (1) an applicable Change Order; (2) this Addendum; (3) the applicable SOW; (4) the MSA. For Vendor-provided Platforms, the applicable Vendor Agreement governs the Vendor's obligations; this Addendum governs ProVal's obligations to Client.
13.2 Modifications
  • ProVal may modify this Addendum with at least thirty (30) days' prior written notice of material changes. Continued use of any Platform after the effective date of a modification constitutes acceptance. The version in effect on a SOW's Effective Date governs that SOW.
13.3 Vendor Agreement Compliance
  • Client agrees to comply with all applicable Vendor Agreements for Vendor-provided Platforms. ProVal will make available, or direct Client to, the applicable Vendor Agreement upon request. Client's breach of a Vendor Agreement that adversely affects ProVal's reseller relationship with that Vendor constitutes a material breach of this Addendum.
13.4 Export Compliance
  • Each Party shall comply with all applicable export control and sanctions laws. Client represents it is not in a sanctioned jurisdiction and will not use any Platform for any prohibited end-use or end-user.
13.5 Governing Law
  • This Addendum is governed by the same governing law and jurisdiction provisions set forth in the MSA.
13.6 Severability
  • If any provision of this Addendum is found invalid or unenforceable, the remaining provisions continue in full force and effect.
13.7 Entire Agreement
  • This Addendum, together with the MSA and the applicable SOW, constitutes the entire agreement between the Parties with respect to the Platforms. For Vendor-provided Platforms, the applicable Vendor Agreement governs the Vendor's obligations and is not superseded by this Addendum.

Incorporation by Reference; Execution

  • This SaaS Platform Addendum is made available by ProVal Technologies, Inc. at https://www.provaltech.com/legal/saas and is incorporated by reference into any executed Statement of Work ("SOW") that references this Addendum. By executing such an SOW, Client agrees to be bound by the terms of this Addendum in effect as of the Effective Date stated in the SOW.

    This Addendum is not intended to be executed independently, and no signature is required. The binding agreement between the Parties with respect to any Platform consists of this Addendum, the MSA, and the applicable SOW.

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ProVal brings deep, hands-on knowledge of how ConnectWise PSA really works, combined with a thoughtful, consultative approach that sets them apart.

They listen first—both to understand our environment and who we are as an organization—and focus on finding the right solutions rather than pushing products. With strong command of best practices and experience across many MSP environments, they truly act as an extension of our team, providing the right consulting support exactly when we need it.

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