Master Services Agreement

This Master Services Agreement (this "Agreement") is a legally binding contract between Hurd Holdings LLC, a Minnesota limited liability company doing business as LeadTap™ ("LeadTap," "we," "us," or "our"), and the business or individual identified during account creation ("Customer," "you," or "your"). This Agreement governs your access to and use of LeadTap's software-as-a-service platform, related software, automated communication tools, and any associated services (collectively, the "Services").

By clicking "I agree," signing up, completing checkout, or otherwise accessing or using the Services, you represent that (a) you have read and understood this Agreement, (b) you have the legal authority to bind the Customer entity, and (c) you accept this Agreement on behalf of yourself and the Customer entity.

1. Definitions

For purposes of this Agreement:

• "A2P 10DLC" means the United States carrier framework for application-to-person messaging via 10-digit long codes, including all carrier registration, brand vetting, and campaign approval requirements.
• "Authorized User" means an individual to whom Customer grants access to the Services using Customer's account credentials.
• "Confidential Information" has the meaning set forth in Section 11.
• "Customer Content" means any data, text, images, contact information, message templates, or other materials Customer or Customer's Authorized Users submit to, store on, or transmit through the Services, including End-User Data.
• "End User" means any individual who interacts with Customer's business through the Services, including by calling Customer's business phone number, texting Customer's business, or submitting information through Customer's chat widget or forms.
• "End-User Data" means information about End Users that is collected, stored, or processed through the Services, including phone numbers, names, message content, consent records, and metadata.
• "PEWC" means Prior Express Written Consent as defined under the TCPA and applicable FCC regulations (47 C.F.R. § 64.1200(f)(9)).
• "Sub-Account" means the dedicated workspace within the Services, provisioned via our underlying CRM platform (GoHighLevel), under which Customer's brand registration, phone numbers, and Customer Content are operated.
• "TCPA" means the Telephone Consumer Protection Act of 1991, 47 U.S.C. § 227, together with all FCC regulations promulgated thereunder and applicable state-law analogs (including the Florida Telephone Solicitation Act and similar laws).

2. The Services

2.1 What LeadTap Provides

LeadTap provides a software platform that enables local businesses to:

• Receive automated text-back responses to missed inbound calls
• Operate a website chat widget that captures inquiries
• Manage End-User contacts, conversations, and pipeline data
• Send transactional and (where properly consented) marketing messages
• Configure automated workflows including appointment booking, review requests, and customer follow-ups
• Access reporting, analytics, and a mobile interface for managing leads

2.2 Path B Architecture: Customer is the Sender

Important. The Services operate on a "platform-and-sender" architecture. Customer is the legal "sender" of all messages initiated, transmitted, or scheduled through Customer's Sub-Account, including all automated, AI-generated, and template-driven messages. LeadTap operates the underlying technology platform but is not the sender of Customer's messages and does not initiate communications to End Users on its own behalf. All A2P 10DLC brand and campaign registrations are made under Customer's legal entity name, EIN, and business information.

2.3 Underlying Technology Providers

The Services are built on top of and incorporate technology from third-party providers including, without limitation, GoHighLevel (CRM and messaging infrastructure), Twilio and/or LC Phone (telephony and SMS delivery), Stripe (payment processing), and various AI/LLM providers (automated reply generation). Customer acknowledges that the Services' availability, features, and pricing depend in part on these third parties, and that changes to or interruptions in third-party services may affect the Services. LeadTap is not responsible for outages, errors, or changes originating with third-party providers.

2.4 Onboarding

LeadTap will provide reasonable onboarding assistance to help Customer configure its Sub-Account, including provisioning of a phone number, configuration of the missed-call text-back workflow, and submission of Customer's information for A2P 10DLC registration. Account setup (sub-account build, phone provisioning, and workflow configuration) typically completes within 1-2 business days. Full SMS activation typically completes within 3-5 business days, subject to A2P 10DLC carrier verification timelines which are outside LeadTap's control and may extend longer based on carrier review queues and the accuracy of Customer-provided information. The setup fee, if any, is non-refundable once onboarding work has commenced.

2.5 Complimentary Landing-Page Assistance

As part of onboarding, LeadTap may offer Customer, at no additional cost: (a) a review of Customer's existing website, privacy policy, and SMS-disclosure terms for A2P 10DLC compliance; and/or (b) a basic, single-page landing site hosted on a LeadTap-controlled subdomain or Customer's own domain (collectively, the "Landing-Page Service"). The Landing-Page Service is provided as a courtesy to help Customer satisfy carrier-imposed website requirements. The following terms apply:

• The Landing-Page Service is a one-time offering at initial onboarding and does not include ongoing maintenance, updates, redesigns, custom development, content writing beyond standard templates, hosting fees beyond the first 12 months, or domain registration.
• Any landing page provided by LeadTap is templated and not customized to Customer's branding beyond reasonable basic styling (logo, business name, contact info, services list).
• Customer retains full ownership of, and responsibility for, any content Customer provides for inclusion on the landing page, and warrants that such content does not infringe on any third-party rights.
• If Customer's existing website is already compliant, LeadTap will not modify it. If Customer's existing website is not compliant and Customer declines the Landing-Page Service, Customer is responsible for bringing its own site into compliance before A2P 10DLC registration can complete.
• LeadTap's review of compliance materials is a courtesy and not a legal opinion. Customer remains solely responsible for the accuracy, completeness, and legal sufficiency of its own website, privacy policy, and consent disclosures. LeadTap recommends Customer consult qualified counsel for legal review.

3. Customer Role & Responsibilities

3.1 Customer is the Sender and Controller

Customer expressly acknowledges and agrees that, with respect to all messages sent through the Services from Customer's Sub-Account:

• Customer is the "caller" and "sender" under the TCPA and applicable FCC regulations
• Customer is the "controller" of End-User Data under applicable privacy laws
• Customer determines the content, timing, and recipients of all messages
• Customer is solely responsible for obtaining, documenting, and maintaining all required consents from End Users
• Customer is solely responsible for honoring opt-out requests within applicable legal timeframes
• Customer is solely responsible for compliance with the TCPA, the CAN-SPAM Act, the FTC Telemarketing Sales Rule, all applicable state laws, all CTIA messaging guidelines, and all carrier-specific requirements

3.2 Customer Acknowledgments

Customer represents, warrants, and acknowledges that:

• Customer is a legitimate business with a valid EIN, registered with applicable state and federal authorities
• The legal entity information Customer provides for A2P 10DLC registration is accurate, current, and matches official records
• Customer has reviewed and understood the LeadTap TCPA Compliance Guide provided during onboarding
• Customer will obtain Prior Express Written Consent (PEWC) before sending any marketing, promotional, advertising, or solicitation messages to End Users via the Services
• Customer will not send messages containing SHAFT content (sex, hate, alcohol, firearms, tobacco), illegal content, deceptive content, or content that violates any law or carrier policy
• Customer will identify Customer's business by name in messages
• Customer will include "Reply STOP to opt out" or substantively equivalent language in messages where required
• Customer has the right to use any phone numbers, contact lists, names, logos, and content that Customer submits to the Services

3.3 Customer's Account Security

Customer is responsible for maintaining the confidentiality of its account credentials, for all activity that occurs under its account, and for promptly notifying LeadTap of any suspected unauthorized access. LeadTap is not liable for losses caused by unauthorized access resulting from Customer's failure to safeguard credentials.

4. TCPA & Telecommunications Compliance

4.1 Customer's Sole Responsibility

Customer is solely responsible for TCPA compliance. LeadTap provides software tools that, when used in accordance with this Agreement, the AUP, and applicable law, can support Customer's compliance efforts. However, LeadTap does not and cannot guarantee that Customer's use of the Services will comply with the TCPA or other laws. Compliance depends on Customer's content, consent practices, recipient lists, message timing, and operational decisions — all of which are within Customer's sole control.

4.2 Permitted Informational Messages

The Services include functionality for sending automated, responsive informational messages — specifically, the missed-call text-back feature. Customer acknowledges that:

• Such messages are permissible under the TCPA only when they are responsive to an End User-initiated communication (e.g., a phone call placed to Customer by the End User), are informational and transactional in nature, do not contain marketing or promotional content, identify Customer's business, and provide an opt-out mechanism.
• Customer must not configure the missed-call text-back to include marketing content, promotional offers, sales solicitations, or other content that would convert the message from informational to marketing under FCC guidance.

4.3 Marketing Messages Require PEWC

Customer must obtain Prior Express Written Consent (PEWC) from each End User before sending any message through the Services that constitutes "marketing," "advertising," or "telemarketing" under the TCPA. PEWC must:

• Be obtained through a clear and conspicuous disclosure
• Identify Customer by name as the sender
• Disclose that the End User will receive automated marketing messages
• Disclose approximate message frequency, that message and data rates may apply, and that consent is not a condition of purchase
• Provide a method to revoke consent (typically "Reply STOP")
• Be documented and retained by Customer for at least four (4) years

LeadTap will provide template consent language as part of the onboarding compliance kit. Customer is responsible for implementing this language properly on Customer's intake forms, websites, and other consent-collection points, and for retaining records of each End User's consent. LeadTap does not collect consent on Customer's behalf.

4.4 Opt-Out Handling

The Services include automated opt-out detection that recognizes common opt-out keywords (STOP, UNSUBSCRIBE, CANCEL, END, QUIT, REVOKE, OPT OUT) and substantively equivalent phrases. Customer agrees:

• To honor every opt-out request, regardless of the channel through which it is communicated, within ten (10) business days, in accordance with the FCC's Opt-Out Rule effective April 11, 2025
• Not to attempt to override, disable, or circumvent the opt-out functionality of the Services
• Not to send any further marketing communications to an End User who has opted out, even via a different phone number or channel, unless and until the End User affirmatively opts back in
• To maintain its own internal Do-Not-Contact list and apply suppression across all of its communications

4.5 Do-Not-Call Registry

Customer acknowledges that the National Do Not Call Registry, the Reassigned Numbers Database (RND), and applicable state DNC lists may apply to Customer's communications. Customer is responsible for scrubbing recipient lists against applicable databases before sending solicitation messages. Querying the RND is recommended within 30 days of any campaign send to qualify for the FCC's reassigned-number safe harbor.

4.6 Quiet Hours

Customer agrees to send messages only during permitted hours under the TCPA (generally 8:00 a.m. to 9:00 p.m. local time of the recipient) and applicable state law (some states impose stricter windows). The Services may include quiet-hour scheduling tools; Customer is responsible for configuring them appropriately.

4.7 No Texts to Specified Numbers

Customer will not use the Services to send messages to emergency lines, hospital patient rooms, healthcare facilities, or any other number prohibited under 47 U.S.C. § 227(b)(1)(A).

5. A2P 10DLC Registration

5.1 Customer Registers Customer's Brand

All A2P 10DLC brand and campaign registrations made through the Services are made under Customer's own legal entity, EIN, and business information. Customer represents that all information provided for registration purposes is true, accurate, and current. Customer is responsible for maintaining accurate information and updating LeadTap of any changes.

5.2 Carrier Vetting

Carrier vetting may result in approval, rejection, suspension, or limitation of Customer's brand or campaign registration. Outcomes depend on the carriers and registry operators (including The Campaign Registry) and are not within LeadTap's control. LeadTap will use commercially reasonable efforts to assist with corrections to rejected submissions but does not guarantee approval.

5.3 Carrier Fees

A2P 10DLC carrier fees, registration fees, vetting fees, and per-message carrier fees are pass-through costs imposed by carriers and registry operators. These fees may change without notice and are not part of LeadTap's subscription pricing. Customer is responsible for these fees as part of Customer's use of the Services.

5.4 Misrepresentation

If Customer provides false, misleading, or incomplete information for A2P 10DLC registration, or if Customer's brand or campaign is suspended due to violations, LeadTap reserves the right to suspend or terminate the Services without refund and to report such conduct to carriers and registries. Customer indemnifies LeadTap for any consequences resulting from misrepresentations.

6. AI & Automation Disclosures

6.1 Use of Automated and AI-Generated Messaging

Customer acknowledges and agrees that the Services use automated systems — including artificial intelligence, machine learning, large language models (LLMs), template-driven workflows, and triggered automations — to generate and send messages on Customer's behalf based on Customer's configurations and Customer Content. Specifically:

• The missed-call text-back feature automatically sends a pre-configured message in response to missed inbound calls
• Chat widget responses may be partially or fully generated by AI based on templates, FAQs, and conversation history Customer has provided
• Reply suggestions and auto-responses may be generated by AI/LLM systems
• Workflow automations send messages based on triggers configured by Customer

6.2 Customer's Responsibility for AI Outputs

Customer acknowledges that AI-generated outputs may contain errors, inaccuracies, or inappropriate content. Customer is responsible for reviewing, configuring, and monitoring all automated and AI-generated messages, and Customer is the sender and legally responsible party for all such messages. LeadTap makes no representation that AI-generated messages will be accurate, appropriate, complete, or compliant with applicable law.

6.3 Disclosure to End Users

Some jurisdictions (for example, certain provisions of California law) may require disclosure to End Users when they are interacting with an automated or AI system. Customer is responsible for determining and complying with disclosure requirements applicable to Customer's End Users. LeadTap recommends — but does not require — that Customer's chat widget and automated messaging include language indicating that responses may be generated by an automated system.

6.4 No Healthcare, Legal, or Financial Advice

The Services and any AI-generated content are not intended to provide medical, legal, financial, or other professional advice. Customer will not configure the Services to provide such advice and will include appropriate disclaimers if Customer's industry is subject to professional regulation.

7. Acceptable Use

Customer's use of the Services is governed by the LeadTap Acceptable Use Policy ("AUP"), which is incorporated into this Agreement by reference. Among other things, the AUP prohibits use of the Services for spam, harassment, deceptive practices, illegal activity, SHAFT content, or any conduct that violates applicable law, carrier rules, or LeadTap's policies. Violations of the AUP may result in suspension or termination of the Services without refund.

8. Fees, Billing & Cancellation

8.1 Subscription Fees

Customer agrees to pay the subscription fees for the tier selected at signup. Subscription fees are billed monthly in advance via Stripe. All fees are stated in U.S. dollars and are exclusive of applicable taxes. Customer authorizes LeadTap to charge the payment method provided on file for all subscription fees and any applicable taxes.

8.2 Setup Fees

A one-time setup fee may apply, as disclosed at signup. Setup fees are non-refundable once onboarding work has commenced. Promotional codes (e.g., FOUNDERSFREE) may waive or reduce setup fees, subject to the terms of the applicable promotion.

8.3 Founding Customer Pricing

Customers who join the LeadTap Founding 10 cohort lock in their initial subscription pricing for as long as their subscription remains continuously active. If Customer cancels and later resubscribes, founding pricing does not carry over.

8.4 Pass-Through Fees

Certain charges are pass-through costs from third-party providers (e.g., A2P 10DLC carrier registration fees, per-message carrier fees, additional phone number fees). These charges may apply in addition to subscription fees and may change without notice based on third-party pricing.

8.5 Price Changes

LeadTap may change subscription pricing for active subscribers with at least thirty (30) days' written notice. Changes will not affect any pre-paid period. If Customer does not agree to the change, Customer may cancel before the new pricing takes effect.

8.6 Failed Payments

If a payment fails, LeadTap may retry the payment for up to five (5) days. After that, LeadTap may suspend Customer's account until payment is received. Suspended accounts that remain unpaid for thirty (30) days may be terminated. Customer remains liable for any unpaid fees through the date of termination.

8.7 Cancellation

Customer may cancel its subscription at any time through the Services or by contacting LeadTap in writing. Cancellation takes effect at the end of the then-current billing period. No partial refunds are issued for the period during which the Services are cancelled. Setup fees are non-refundable.

8.8 No Long-Term Contract

Subscriptions are month-to-month with no long-term commitment unless Customer has specifically agreed to a different term in writing. There are no cancellation fees.

9. Term, Suspension & Termination

9.1 Term

This Agreement begins when Customer first accesses the Services and continues until terminated by either party as set forth herein.

9.2 Termination by Customer

Customer may terminate this Agreement at any time by canceling its subscription pursuant to Section 8.7.

9.3 Termination by LeadTap

LeadTap may suspend or terminate Customer's access to the Services, with or without notice, if:

• Customer breaches this Agreement, the AUP, or applicable law
• Customer engages in conduct that risks harm to End Users, LeadTap, other Customers, or third parties
• Customer's A2P brand or campaign registration is rejected, suspended, or terminated by carriers
• Customer's payments fail and remain uncured
• LeadTap is required to do so by law or carrier mandate
• LeadTap discontinues the Services generally (in which case LeadTap will provide reasonable advance notice and a pro-rata refund of pre-paid unused fees)

9.4 Effect of Termination

Upon termination: (a) Customer's access to the Services ends; (b) Customer remains liable for any unpaid fees through the termination date; (c) LeadTap will, upon Customer's written request received within thirty (30) days of termination, provide Customer with a one-time export of Customer's contact data in a commercially reasonable format; and (d) Sections that by their nature should survive termination (including indemnification, limitation of liability, dispute resolution, and confidentiality) survive.

10. Data Ownership & Privacy

10.1 Customer Owns Customer Content

As between LeadTap and Customer, Customer owns all rights, title, and interest in and to Customer Content and End-User Data collected through Customer's Sub-Account. Customer grants LeadTap a non-exclusive, royalty-free, worldwide license to host, store, transmit, process, and display Customer Content solely as necessary to provide and improve the Services.

10.2 Privacy Policy

LeadTap's collection, use, and disclosure of personal information is described in our Privacy Policy, which is incorporated into this Agreement by reference. Customer agrees to provide its own privacy notice to End Users that complies with applicable law.

10.3 Aggregated Data

LeadTap may use aggregated, anonymized, and de-identified data derived from use of the Services for analytics, product improvement, security, benchmarking, and other lawful business purposes. Such aggregated data does not include personally identifiable information and is not Customer Content.

10.4 Data Security

LeadTap implements commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Content and End-User Data. However, no system is perfectly secure, and LeadTap does not guarantee that the Services will be uninterrupted or error-free.

10.5 Data Processing Agreement

Customers operating in jurisdictions that require a Data Processing Agreement (DPA) — for example, the European Union, the United Kingdom, or California — may request LeadTap's standard DPA by emailing privacy@leadtap.co.

11. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, including business, financial, technical, and customer information. Each party agrees to protect the other's Confidential Information using at least the same degree of care it uses to protect its own confidential information (and no less than reasonable care), and to use Confidential Information only for purposes of performing under this Agreement. This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law.

12. Intellectual Property

12.1 LeadTap IP

LeadTap and its licensors retain all rights, title, and interest in and to the Services, including all software, technology, trademarks, logos, documentation, and content provided by LeadTap. Subject to this Agreement, LeadTap grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Services during the term, solely for Customer's internal business purposes.

12.2 Restrictions

Customer will not (and will not permit any third party to): (a) reverse engineer, decompile, or disassemble the Services; (b) resell, sublicense, or otherwise transfer access to the Services to any third party other than Customer's Authorized Users; (c) use the Services to build a competing product; (d) remove or alter any proprietary notices; or (e) use the Services in violation of this Agreement, the AUP, or applicable law.

12.3 Feedback

If Customer provides feedback, suggestions, or ideas about the Services, Customer grants LeadTap a perpetual, irrevocable, worldwide, royalty-free license to use such feedback without restriction or obligation.

13. Disclaimers & Warranties

13.1 EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LEADTAP SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

13.2 LEADTAP DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL CODE; THAT MESSAGES SENT THROUGH THE SERVICES WILL BE DELIVERED TO RECIPIENTS; THAT AI-GENERATED OUTPUTS WILL BE ACCURATE OR APPROPRIATE; OR THAT CUSTOMER'S USE OF THE SERVICES WILL ACHIEVE ANY PARTICULAR BUSINESS RESULT, LEAD VOLUME, RESPONSE TIME, OR REVENUE OUTCOME.

13.3 LEADTAP IS NOT A LAW FIRM, NOT A LEGAL ADVISOR, AND DOES NOT PROVIDE LEGAL ADVICE. ANY COMPLIANCE-RELATED MATERIALS PROVIDED BY LEADTAP — INCLUDING TEMPLATE CONSENT LANGUAGE, GUIDES, AND ACKNOWLEDGMENTS — ARE FOR INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE LEGAL ADVICE. CUSTOMER IS RESPONSIBLE FOR OBTAINING ITS OWN LEGAL COUNSEL TO ASSESS COMPLIANCE WITH THE TCPA AND OTHER APPLICABLE LAWS.

14. Indemnification

14.1 Customer Indemnification of LeadTap

CUSTOMER WILL DEFEND, INDEMNIFY, AND HOLD HARMLESS LEADTAP, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND CONTRACTORS (THE "LEADTAP PARTIES") FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LAWSUITS, ACTIONS, PROCEEDINGS, INVESTIGATIONS, JUDGMENTS, AWARDS, SETTLEMENTS, FINES, PENALTIES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING OUT OF OR RELATING TO:

• (A) CUSTOMER'S USE OR MISUSE OF THE SERVICES;
• (B) CUSTOMER CONTENT, INCLUDING THE CONTENT OF MESSAGES SENT THROUGH CUSTOMER'S SUB-ACCOUNT;
• (C) CUSTOMER'S COLLECTION, USE, OR HANDLING OF END-USER DATA OR CONSENT;
• (D) ANY ACTUAL OR ALLEGED VIOLATION BY CUSTOMER OF THE TCPA, THE CAN-SPAM ACT, ANY STATE TELEMARKETING OR PRIVACY LAW, ANY CARRIER OR CTIA RULE, OR ANY OTHER APPLICABLE LAW OR REGULATION;
• (E) CUSTOMER'S BREACH OF THIS AGREEMENT, THE AUP, THE PRIVACY POLICY, OR THE SMS PROGRAM TERMS;
• (F) CUSTOMER'S MISREPRESENTATIONS DURING A2P 10DLC REGISTRATION OR OTHERWISE; AND
• (G) ANY DISPUTE BETWEEN CUSTOMER AND ITS END USERS.

14.2 Process

LeadTap will (a) promptly notify Customer of any claim subject to indemnification (provided that failure to do so will not relieve Customer of its obligations except to the extent Customer is actually prejudiced); (b) allow Customer to control the defense and settlement of the claim, provided that Customer may not settle any claim that imposes any obligation on LeadTap or admits fault on LeadTap's part without LeadTap's prior written consent; and (c) provide reasonable cooperation at Customer's expense.

15. Limitation of Liability

15.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL LEADTAP OR ITS LICENSORS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS, LOST GOODWILL, LOST DATA, OR BUSINESS INTERRUPTION, WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT LEADTAP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 IN NO EVENT WILL LEADTAP'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS PAID BY CUSTOMER TO LEADTAP IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

15.3 THE LIMITATIONS IN THIS SECTION 15 APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMER.

16. Dispute Resolution & Arbitration

16.1 Informal Resolution

Before initiating formal dispute resolution, the parties agree to attempt in good faith to resolve any dispute by direct negotiation for at least thirty (30) days after written notice of the dispute.

16.2 Binding Arbitration

ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES THAT IS NOT RESOLVED THROUGH INFORMAL NEGOTIATION SHALL BE RESOLVED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (AAA) UNDER ITS COMMERCIAL ARBITRATION RULES. THE ARBITRATION SHALL BE CONDUCTED IN HENNEPIN COUNTY, MINNESOTA, OR REMOTELY BY MUTUAL AGREEMENT. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION.

16.3 Class Action Waiver

CUSTOMER AND LEADTAP EACH WAIVE THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

16.4 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property rights, confidential information, or to enforce the indemnification provisions of this Agreement.

16.5 Governing Law

This Agreement is governed by the laws of the State of Minnesota, without regard to its conflict-of-laws principles. The federal and state courts located in Hennepin County, Minnesota have exclusive jurisdiction over any matters not subject to arbitration.

17. General Provisions

17.1 Entire Agreement

This Agreement, together with the AUP, the Privacy Policy, the SMS Program Terms, and any signup-time disclosures, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements regarding its subject matter.

17.2 Amendments

LeadTap may modify this Agreement from time to time by posting an updated version. Material changes will be communicated by email or in-product notice with at least thirty (30) days' advance notice. Customer's continued use of the Services after the effective date of changes constitutes acceptance.

17.3 Assignment

Customer may not assign this Agreement without LeadTap's prior written consent. LeadTap may assign this Agreement without restriction, including to an affiliate or in connection with a merger, acquisition, or sale of assets.

17.4 Force Majeure

Neither party will be liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, internet or telecommunications outages, third-party service failures, or government action.

17.5 Notices

Notices to LeadTap must be sent to legal@leadtap.co. Notices to Customer may be sent to the email address on file. Notices are effective upon receipt.

17.6 No Waiver

The failure of either party to enforce any provision of this Agreement is not a waiver of that provision or any other.

17.7 Severability

If any provision of this Agreement is held unenforceable, the remaining provisions remain in full effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

17.8 Independent Contractors

The parties are independent contractors. This Agreement does not create any agency, partnership, joint venture, or employment relationship.

17.9 Export Compliance

Customer will not use, export, or re-export the Services in violation of U.S. export laws.

18. Contact

This Master Services Agreement was last updated on May 9, 2026. Capitalized terms have the meanings set forth in Section 1 (Definitions). For questions about specific provisions, contact legal@leadtap.co.