Master Services Agreement

This Master Services Agreement ("Agreement" or "MSA") is entered into between:

Provider: XeroGroup LLC (operating as "XeroHost") Filing ID: 2025-001734118 30 N Gould ST STE R Sheridan, WY 82801 United States

and

Customer: Any individual or entity that creates an account, purchases, or uses services provided by XeroHost.

1.1 Definitions: • "Services" — All hosting, cloud, infrastructure, and related services offered by XeroHost. • "Order" — A request to purchase or provision a Service, whether through the website, client portal, or support ticket. • "Service Term" — The period for which a Service is purchased (monthly, quarterly, semi-annual, or annual). • "Confidential Information" — Any non-public information disclosed by either party, including business plans, technical data, customer data, and pricing. • "SLA" — The Service Level Agreement applicable to the purchased Service. • "Effective Date" — The date the Customer first creates an account or purchases a Service.

Effective Date: February 19, 2026

2.1 Service Delivery: XeroHost agrees to provide the Services selected by the Customer through the ordering process. Services are delivered on a commercially reasonable basis and in accordance with the applicable SLA.

2.2 Service Descriptions: Detailed descriptions of each Service, including features, specifications, and limitations, are available on the XeroHost website and in the applicable service documentation. These descriptions form part of this Agreement.

2.3 Service Modifications: XeroHost may modify, upgrade, or update Services from time to time to improve performance, security, or functionality. Material changes that reduce Service capabilities will be communicated with at least 30 days advance notice.

2.4 Service Dependencies: Some Services may depend on third-party providers (datacenter operators, network providers, software vendors). XeroHost is not liable for service disruptions caused by third-party failures, though we will use commercially reasonable efforts to minimize impact.

2.5 Beta Services: From time to time, XeroHost may offer beta or preview Services. These are provided "AS IS" without any SLA guarantees and may be discontinued at any time.

3.1 Account Accuracy: Customer must provide accurate, current, and complete registration information and maintain it throughout the Service Term.

3.2 Compliance: Customer agrees to comply with all applicable laws, regulations, and XeroHost policies, including but not limited to: • Terms of Service • Acceptable Use Policy (AUP) • Fair Use Policy • Privacy Policy • Service Level Agreement (SLA)

3.3 Security: Customer is responsible for: • Maintaining the security of account credentials. • Implementing appropriate security measures for hosted applications and data. • Promptly reporting suspected security breaches. • Keeping software and applications up to date with security patches.

3.4 Data Responsibility: Customer retains all ownership rights to data hosted on XeroHost infrastructure. Customer is solely responsible for: • Maintaining independent backups of all critical data. • Ensuring hosted content complies with applicable laws. • Removing data upon service termination.

4.1 Pricing: All prices are listed in US Dollars (USD) unless otherwise specified. Prices are subject to applicable taxes and fees as determined by the Customer's jurisdiction.

4.2 Billing Cycle: Services are billed in advance according to the selected billing cycle. Available cycles include monthly, quarterly, semi-annual, and annual.

4.3 Invoicing: Invoices are generated 7 days before the service renewal date. Payment is due on the invoice due date.

4.4 Late Payment: In the event of late payment: • Due Date (Day 0): Service remains active; invoice marked as overdue. • Day 1: Service access is suspended. • Day 7: Service and all associated data are permanently deleted.

4.5 Price Changes: XeroHost reserves the right to adjust pricing with 30 days written notice. Price changes apply at the next renewal cycle. Customers who do not accept new pricing may cancel before the renewal date.

4.6 Taxes: Customer is responsible for all applicable taxes, including but not limited to sales tax, VAT, and GST. Displayed prices may not include these taxes; they will be calculated at checkout.

5.1 XeroHost IP: All XeroHost trademarks, logos, website designs, proprietary software, APIs, and documentation are the exclusive property of XeroGroup LLC. No license or right to use these is granted except as necessary to access the purchased Services.

5.2 Customer IP: Customer retains all intellectual property rights to content hosted on XeroHost infrastructure. By using the Services, Customer grants XeroHost a limited, non-exclusive license to: • Host and serve the content as required for service delivery. • Create backup copies as part of infrastructure operations. • Access content when required for technical support or legal compliance.

5.3 Feedback: Any feedback, suggestions, or ideas provided by Customer regarding the Services may be used by XeroHost without obligation or compensation.

6.1 Obligations: Each party agrees to protect the other party's Confidential Information with the same degree of care it uses for its own confidential information, but in no event less than reasonable care.

6.2 Exclusions: Confidential Information does not include information that: • Is or becomes publicly available through no fault of the receiving party. • Was known to the receiving party prior to disclosure. • Is independently developed without use of the disclosing party's information. • Is rightfully obtained from a third party without restriction.

6.3 Required Disclosures: A party may disclose Confidential Information if required by law, regulation, or court order, provided the disclosing party promptly notifies the other party (unless prohibited by law) and cooperates in limiting the scope of disclosure.

6.4 Duration: Confidentiality obligations survive for 3 years after the termination of this Agreement.

7.1 Maximum Liability: XeroHost's total aggregate liability under this Agreement shall not exceed the total fees paid by the Customer during the 3-month period immediately preceding the event giving rise to the claim.

7.2 Exclusion of Damages: In no event shall either party be liable for: • Indirect, incidental, special, or consequential damages. • Loss of profits, revenue, data, or business opportunities. • Cost of procuring substitute services. • Damages arising from unauthorized access to or alteration of data.

7.3 Exceptions: The limitations in this section do not apply to: • Customer's obligations for fees owed. • Either party's indemnification obligations. • Breaches of confidentiality obligations. • Willful misconduct or gross negligence.

7.4 Services "AS IS": Except as expressly set forth in this Agreement and the applicable SLA, all Services are provided "AS IS" and "AS AVAILABLE" without warranties of any kind, whether express, implied, or statutory.

8.1 Term: This Agreement is effective from the Effective Date and continues until all Service Terms expire or are terminated.

8.2 Termination by Customer: Customer may cancel any Service through the client portal at any time. Cancellation stops future billing but does not entitle a prorated refund for unused time (unless the refund policy applies).

8.3 Termination by XeroHost: XeroHost may suspend or terminate Services immediately if: • Customer breaches this Agreement or any applicable policy. • Customer engages in illegal activities. • Customer's use poses a security risk to infrastructure or other customers. • Customer fails to pay within the grace period.

8.4 Effect of Termination: Upon termination: • All licenses and access rights cease immediately. • Customer must pay all outstanding fees. • Data is retained per the data retention schedule in the Terms of Service. • Provisions that should survive termination (liability, confidentiality, IP rights) remain in effect.

8.5 Transition Assistance: Upon request and subject to payment of outstanding fees, XeroHost will provide reasonable assistance to facilitate migration of Customer data to another provider for a period of 7 days following termination.

9.1 Governing Law: This Agreement is governed by the laws of the State of Wyoming, United States, without regard to conflict of law principles.

9.2 Informal Resolution: The parties agree to attempt to resolve any dispute through good-faith negotiation for a period of 30 days before initiating formal proceedings.

9.3 Binding Arbitration: If negotiation fails, disputes will be resolved through binding arbitration conducted by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration shall be conducted in English, in Wyoming, USA, or virtually.

9.4 Class Action Waiver: Customer agrees that disputes will be resolved individually. Customer waives any right to participate as a plaintiff or class member in any class or representative action.

9.5 Injunctive Relief: Nothing in this section prevents either party from seeking injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm.

10.1 Entire Agreement: This Agreement, together with the Terms of Service, Privacy Policy, SLA, AUP, and Fair Use Policy, constitutes the entire agreement between the parties.

10.2 Order of Precedence: In the event of a conflict between documents, the following order of precedence applies: 1. This Master Services Agreement 2. Service Level Agreement 3. Terms of Service 4. Acceptable Use Policy 5. Fair Use Policy 6. Privacy Policy

10.3 Severability: If any provision is held invalid, the remaining provisions continue in full force.

10.4 Assignment: Customer may not assign this Agreement without XeroHost's prior written consent. XeroHost may assign freely in connection with a merger, acquisition, or sale of assets.

10.5 Notices: Legal notices must be submitted through the client portal support ticket system with "Legal Notice" in the subject line.

10.6 Independent Contractors: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or employment relationship.

Legal Entity: XeroGroup LLC Filing ID: 2025-001734118 30 N Gould ST STE R Sheridan, WY 82801 United States