Master Services Agreement

Last updated: March 2026

This Master Services Agreement applies to customers who purchase Charg Cloud services pursuant to an executed Order or written agreement.

1. Purpose & Scope

This Master Services Agreement (“MSA”) governs the provision of cloud infrastructure and related services (“Services”) by Charg Cloud, Inc. (“Charg”) to Customer, as specified in one or more written service orders, order forms, statements of work, or similar ordering documents (“Order(s)”).

2. Orders & Priority of Documents

In the event of a conflict, the following order of precedence applies:
(1) applicable Order, (2) this MSA, (3) Service Level Agreement, (4) Acceptable Use Policy.

3. Fees & Payment

• Fees defined per Order
• Invoicing monthly in advance (or as applicable)
• Right to suspend for non-payment after notice

4. Term & Termination

MSA continues until terminated.

Orders have their own terms.

Termination for:

• material breach (with cure period)
• insolvency
• repeated AUP violations

5. Resellers & White-Label

Charg may permit Services to be resold or white-labeled by authorized resellers pursuant to a separate written agreement. Customer remains responsible for all use of the Services under its account, including use by end users, affiliates, or resellers.

6. Acceptable Use & Suspension

Use of the Services is subject to Charg’s Acceptable Use Policy (“AUP”). Charg may suspend or terminate Services for violations of the AUP, security risk, unlawful use, or to protect the integrity of the Services.

7. Customer Data & Responsibility

Customer retains ownership of all data, content, models, and workloads processed using the Services and is solely responsible for their legality, accuracy, and compliance with applicable laws.

Charg has no obligation to monitor Customer content but may remove, restrict, or disable access to content where necessary to comply with law, protect infrastructure, or mitigate risk.

8. Intellectual Property

Charg owns the platform, tooling, configurations, and underlying infrastructure. Customer owns its data. Customer grants Charg a limited license to process data solely to provide the Services.

9. Confidentiality

Mutual confidentiality obligations apply, subject to standard exclusions.

10. SLA Reference

Service levels, if any, are governed exclusively by the Service Level Agreement. SLA credits, if applicable, are Customer’s sole and exclusive remedy for failure to meet service levels.

11. Warranties & Disclaimers

Services are provided “as is” and “as available,” except as expressly stated in an Order or SLA.

12. Limitation of Liability

No indirect, incidental, special, or consequential damages.

Aggregate liability capped at fees paid in the prior three to six months, as specified in the applicable Order.

13. Indemnification

Customer indemnifies Charg for misuse of the Services, illegal activity, or intellectual property violations arising from Customer workloads.

Charg indemnifies Customer solely for infringement of Charg’s proprietary platform.

14. Export Controls & Sanctions

Customer may not use the Services in violation of U.S. export control laws, sanctions programs, or restricted-party regulations.

15. Force Majeure

Neither party shall be liable for failure or delay caused by events beyond reasonable control, including power failures, network outages, natural disasters, war, labor disputes, or governmental actions.

16. Governing Law

Minnesota law, venue in Minnesota courts.