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Master Services Agreement

CargoOS by Gasp Maker LLC — Effective upon execution

Important: This MSA becomes legally binding only when signed by both parties. To request a signed copy, contact hello@cargoos.io.

Parties

Service Provider: Gasp Maker LLC, a Florida limited liability company, 1861 NW 22nd St, Miami, FL 33142 ("CargoOS")

Operator: The business entity identified in the Order Form executed in connection with this Agreement ("Operator")

1. Services

CargoOS agrees to provide the Operator with access to the CargoOS white-label freight management platform ("Platform") as described in the applicable Order Form. Services include shipment management, client portal, virtual mailbox management, local delivery coordination, billing tools, and carrier integrations.

2. Term & Renewal

This Agreement begins on the date the Operator's account is activated ("Effective Date") and continues on a month-to-month basis unless terminated as provided herein.

Either party may terminate this Agreement by providing 30 days written notice to the other party.

3. Fees & Payment

3.1 Setup Fee: A one-time, non-refundable setup fee of $500 USD is due upon execution of this Agreement.

3.2 Monthly Fees: Monthly subscription fees are due in advance on the first day of each billing cycle per the selected plan.

3.3 Late Payment: Amounts unpaid after 7 days may result in service suspension. CargoOS reserves the right to charge a late fee of 1.5% per month on outstanding balances.

3.4 Price Changes: CargoOS may adjust pricing with 30 days written notice. Continued use after the effective date constitutes acceptance.

4. Data Ownership & Processing

4.1 Operator as Data Controller: The Operator is the sole Data Controller of all End User data processed through the Platform. CargoOS acts exclusively as a Data Processor.

4.2 CargoOS Obligations: CargoOS shall process End User data only as instructed by the Operator and only to the extent necessary to provide the Platform services. CargoOS shall not use End User data for its own marketing, analytics beyond platform operations, or any commercial purpose.

4.3 Data Export & Migration: Upon written request, CargoOS shall provide the Operator with a complete export of their data including: client records, shipment history, financial transactions, mailbox records, proof of delivery photos, and uploaded documents. Data will be delivered in standard machine-readable formats (CSV and JSON) within 30 business days. There are no fees or penalties for data export. CargoOS will not withhold or delay data export as a means of retaining Operators.

4.4 Data Deletion: Upon termination, CargoOS will first deliver the complete data export to the Operator. After written confirmation of receipt — or written waiver by the Operator — CargoOS shall permanently delete all Operator and End User data from its systems within 90 days. CargoOS will provide written confirmation of deletion upon request.

4.5 Subprocessors: CargoOS uses the following subprocessors: Supabase (database), Vercel (hosting), Stripe (payments), EasyPost (shipping), Resend (email). CargoOS shall notify the Operator at least 30 days before adding new subprocessors.

5. Confidentiality

Each party agrees to keep confidential all non-public information received from the other party ("Confidential Information") and not to disclose it to third parties without prior written consent. This obligation survives termination of this Agreement for a period of 3 years.

6. Intellectual Property

6.1 Platform: CargoOS retains all intellectual property rights to the Platform, including software, design, algorithms, and documentation.

6.2 Operator Content: The Operator retains all rights to its brand assets, customer data, and business content uploaded to the Platform.

6.3 License: CargoOS grants the Operator a limited, non-exclusive, non-transferable license to use the Platform during the term of this Agreement.

7. Operator Responsibilities

  • Comply with all applicable laws, including USPS regulations (39 CFR Part 111) for virtual mailbox services.
  • Obtain proper consent from End Users for data collection and processing.
  • Maintain secure API credentials for Stripe and EasyPost accounts.
  • Not use the Platform for illegal activities, fraud, or violation of third-party terms.
  • Ensure accuracy of all shipment and billing information entered into the Platform.

8. Service Availability & Support (SLA)

Uptime Target: CargoOS targets 99.5% monthly uptime, excluding scheduled maintenance. Our infrastructure providers — Vercel and Supabase — maintain 99.9%+ uptime on their end.

Incident Response: In the event of a platform outage affecting core functionality (shipment management, proof of delivery, client portal), CargoOS will acknowledge the incident within 4 business hours and provide status updates every 2 hours until resolution.

Scheduled Maintenance: At least 24 hours advance notice will be provided. Maintenance windows are typically 2:00 AM – 5:00 AM EST.

Support Response Times:

  • Starter: Within 2 business days
  • Growth: Within 1 business day
  • Pro: Within 4 business hours

SLA Credits: If monthly uptime falls below 99.5%, Growth and Pro Operators are eligible for a service credit of 10% of their monthly fee per full percentage point below target, up to 30% maximum. Credits apply to the next billing cycle upon written request to hello@cargoos.io.

CargoOS does not currently hold third-party SLA certification. Uptime targets are based on infrastructure provider commitments from Vercel and Supabase.

Live Status: Operators can monitor real-time platform status at cargoos.betteruptime.com

9. Indemnification

The Operator agrees to indemnify, defend, and hold harmless Gasp Maker LLC and its officers, employees, and agents from any claims, damages, or expenses (including reasonable attorney's fees) arising from: (a) the Operator's use of the Platform in violation of this Agreement; (b) the Operator's violation of applicable law; or (c) claims by End Users related to the Operator's business operations.

Notwithstanding the above, SLA credits as described in Section 8 are the Operator's sole and exclusive remedy for service interruptions or downtime.

10. Warranties & Disclaimers

CargoOS warrants that it will provide the Platform in a professional manner consistent with industry standards.

THE PLATFORM IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. CARGOOOS DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF SECURITY VULNERABILITIES.

11. Governing Law & Dispute Resolution

This Agreement shall be governed by the laws of the State of Florida, without regard to its conflict of law provisions.

Any dispute arising under this Agreement shall first be submitted to good-faith mediation. If mediation fails, disputes shall be resolved by binding arbitration in Miami-Dade County, Florida, under the rules of the American Arbitration Association.

12. Entire Agreement

This Agreement, together with the applicable Order Form and Privacy Policy, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, representations, and understandings.

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Request a countersigned copy of this MSA. We will send you a DocuSign document within 1 business day.

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Or email us directly at hello@cargoos.io with subject: MSA Request — CargoOS

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