1.1) The Provider offers subscriptions that allow subscribers to access and use the Software via Leadlocate.com or any other website notified to the subscribers from time to time (the “Services”). The Subscriber wishes to use the Services for the Subscriber's internal business purposes, and the Provider is willing to provide access to the Services for the Subscriber's internal business use, pursuant to the terms and conditions outlined herein.

1.2) The Subscriber acknowledges that they will adhere to all federal and state laws when using the software provided by the Provider and will consult with their attorney before using the software. The Provider and Subscriber acknowledge and agree that this Agreement shall become effective and enforceable immediately upon the aforementioned.

1.3) No express or implied guarantees of income or sales are made with the purchase of any LeadLocate services. Earning potential is entirely dependent upon the person using the service, the viability of their business model, the demographics of the local market, their execution ability, and other variables. You agree that we are not responsible for the success, failure, or any other outcome of your personal business decisions. Now, therefore, in consideration of the mutual promises and covenants contained herein, the parties agree to the Articles as follows:

2.1) LeadLocate is a web service, and there are no long-term contracts. However, because it operates through a website, the Provider will not issue refunds for the time the Subscriber has access to their account. It is similar to any software service or website hosting purchase. You pay for the time the account is open, and then you can cancel when you no longer wish to use it. All services are considered custom, and the Subscriber will not be entitled to full, partial, or any other type of refund. No express or implied guarantees of income or sales are made when purchasing any LeadLocate services. Earning potential is entirely dependent upon the person using the service, the viability of their business model, the demographics of the local market, their ability to execute, and other variables. You agree that we are not responsible for the success, failure, or any other outcome of your personal business decisions.

2.2) Under the terms of this Agreement, the Provider provides software and sells subscriptions granting the Subscriber the right to access and use the LeadLocate Platform via leadlocate.com or any other website specified by the Provider. Subject to the timely payment of applicable fees as specified under this Agreement, the Provider hereby grants the Subscriber a non-exclusive, non-transferable right to use the software for the duration of this Agreement. You the Subscriber agree not to share your login information with any 3rd party or any other person not listed on the account sign-up form under any circumstances.

2.3) The Provider may offer additional add-on services or custom programs that require additional terms. If additional terms apply to a specific order, they will be clearly listed on the payment invoice, along with a service/product description. All additional terms listed on the invoice are considered a written addendum to this Agreement and are fully binding.

2.4) The Subscriber grants LeadLocate non-exclusive rights to use any publicly available or supplied marketing assets to ensure proper account setup and function. This includes, but is not limited to, the use of logos, business names, graphics, trademarks, text, videos, web links, audio, and any other material deemed necessary to set up and maintain the Subscriber's account for the duration of the service.

2.5) When requested or deemed appropriate, the Subscriber gives LeadLocate permission to communicate with their leads in the LeadLocate CRM account on their behalf at any time for the duration of the service. This includes, but is not limited to, BDC services or quality control requests. LeadLocate may also perform routine account audits and security reviews, which will include reviewing all communications posted in the account, including, but not limited to, SMS text messages, emails, call recordings, call logs, credit applications, Deal Tracker messages, message attachments, file library content, and other data in the account. These reviews may be performed by staff, by automated systems, or with the help of artificial intelligence (Section 35), and may also cover account settings, template and automation changes, login activity, and how leads are delivered and handled.

2.6) Description of Services: Every account is customized to a specific location, dealership needs, and service type. As a subscriber, you have the option to upgrade, downgrade, or cancel services at any time.

Every service plan that includes LeadLocate's proprietary CRM will include the following base features: • 1 (one) User login ID and PIN • Market Area targeting (a radius around your business location, set in Leads Manager) • Dedicated phone number with SMS/MMS Capabilities • Unique marketing email address • Softphone Dialer • Texting interface • Email client • Integrated Contact manager (import your own Lists) | Customizable website with Lead calendar link • Internal File library to store promotional/video files • User Push to Phone Quick Access mobile notifications • Unlimited* manual Emailing, texting, & voicemail Drops • 50 SMS & 50 Email Subscription Codes • Bulk SMS & Email Marketing System ($.02 per 1)* • Bulk Email & Phone List cleaning system ($.01 per 1)* • Bulk Voicemail Drops Integration ($.12 per 1)* • DNC list & Caller ID matching integration • Unlimited text and voice template library • No long-term commitments • Cancel anytime • No cancellation fees • Flat month-to-month subscription • Unlimited* 1:1 texting • Unlimited* 1:1 calling • Unlimited* 1:1 emailing • Unlimited* 1:1 voicemail drops

CRM ONLY SOFTWARE PLANS (Starting at $199.00/month). The CRM Only Plan includes a license to use our software. No marketing or leads are included. Use our software to manage your own leads, create lead generation funnels, start a referral network, build deals, and facilitate client communications. • 30 days of CRM service and 1 user login included • Interactive table design with contact management database • Deal Tracker interface for creating online sales presentations • Fully built customizable personal landing page website • SMS/Text messaging automation and keyword chatbots • Chat-like email inbox with a follow-up scheduler • Online credit application link & SecureWebX software • Global template and a digital file library for easy follow-up • VOiP softphone and voicemail drop system integration • Built-in appointment calendar with automated task notifications • No long-term commitments

INBOUND LEADS (Starting at $799.00/month) Buyer Leads ($799/month): 40-60* Leads, 1 User Login, Automation, Sales Tools, and CRM (Talk to fresh and exclusive in-market leads.) All Inbound Plans include integration with our advertising feeds that generate leads for you. Generate 40-60* sales leads through our omnichannel feeds with the option to add an extra 40-60* leads for $599. • Includes everything in the "CRM Only Plan" ($199/m value) • 30 days of CRM service and 1 user login included • 40-60* prescreened leads are included with this plan • Add an extra 40-60* sales leads for $599 at any time • Talk to in-market shoppers actively shopping in your area • Our autoresponder will make the 1st contact with leads for you • All leads are exclusive and never recycled or shared • Online credit application link & software is included • Personal website, Deal Tracker, and all Marketing tools are included • Unlimited 1:1 Texting, Calling and Emailing leads • No long-term commitments

MARKETPLACE ACQUISITIONS (Starting at $999.00/month) Seller Leads ($999/month): 40-60* Seller Leads, 1 User Login, Automation, Sales Tools, and CRM (Talk to local owners asking for an offer on their vehicle.) The Acquisitions Plan is sold by lead count, the same way as the Inbound Plan. The base plan includes one lead set of 40-60* exclusive seller leads per monthly subscription period, with the option to add an extra 40-60* seller leads for $599 at any time. Volume is set by the number of lead sets on the plan, never by a territory, and the Subscriber's Market Area is a targeting setting rather than a purchased territory. • Includes everything in the "CRM Only Plan" ($199/m value) • 30 days of CRM service and 1 user login included • 40-60* seller leads are included with this plan • Add an extra 40-60* seller leads for $599 at any time • Every seller lead is exclusive and never resold, recycled or shared • Unlimited 1:1 texting, calling, emailing, and ringless voicemail • No long-term commitments • Cancel anytime • No cancellation fees • Flat month-to-month subscription. SELLER LEADS ARE LOCAL VEHICLE OWNERS WHO ASKED TO RECEIVE AN OFFER FROM A DEALERSHIP AND TO BE CONTACTED ABOUT SELLING, TRADING, UPGRADING, OR DOWNGRADING WHAT THEY CURRENTLY HAVE. Seller leads are generated by LeadLocate's omnichannel advertising, which runs across search, social media, native applications, display, maps, and other advertising platforms, and by LeadLocate's own vehicle offer request landing pages, online chat, text messaging, and email opt-in channels. Our campaigns are aimed at the vehicle owners who are comparing offers from instant cash offer services and online car buying platforms, so the Subscriber can compete to buy those vehicles. Where the Subscriber includes the marketplace and classifieds audiences in Leads Manager, our advertising also reaches owners who are selling their vehicle on their own, including through ad placements on marketplace and classified platforms. A person becomes a seller lead only after they opt in, through one of our opt-in channels, to receive an offer from a dealership and to be contacted about it. We do not collect, scrape, parse, or purchase classified listings, and we do not cold call, cold text, or cold email consumers on your behalf. Autopilot Automation: Our human-assisted A.I. will initiate conversations with your seller leads automatically on your behalf. You can turn on or turn off this function in your account settings dashboard. We will attempt to make the 1st contact on your behalf. We only make the 1st contact; you are responsible for following up and communicating with your customers. We do not negotiate or engage with seller leads outside of the 1st initial contact attempt through text, email, online chat, or platform-specific messaging system.

Seller lead sets: One lead set of 40-60* seller leads per monthly subscription period is included in the base Marketplace Acquisitions Plan. Extra lead sets of 40-60* seller leads may be added for $599.00/month per set at any time. Seller lead vehicle settings, Market Area limits, dealer requirements, and quality standards are described in Section 8.10, and the lead set minimum is described in Section 8.8.

BUYERS & SELLERS HYBRID PLAN (Starting at $1,599/month) Buyer & Seller Leads ($1,599/month): 40-60* Buyer Leads, 40-60* Seller Leads, 1 User Login, Automation, Sales Tools, and CRM (Talk to both buyers and sellers.) This plan is specifically designed for dealerships that are looking to increase sales and acquire inventory directly from local vehicle owners. The base Hybrid Plan includes two lead sets per monthly subscription period: one lead set of 40-60* exclusive buyer leads and one lead set of 40-60* exclusive seller leads. Extra lead sets may be added for $599.00/month per set, and each extra set adds either 40-60* buyer leads or 40-60* seller leads, at the Subscriber's choice. The split between buyer and seller lead sets may be changed once per monthly subscription period. Seller leads in the Hybrid Plan follow Section 8.10. With the Hybrid plan, you get all the features included in the Inbound and Acquisitions plans combined under one login. All standard CRM features are included: • 30 days of CRM service • custom email address • local CRM phone number • leads management database • contacts management database • deal tracker technology • text messaging system • bulk texting ($0.02 per message)* • texting chatbots • text automation • bulk voicemail drops ($0.12 per message)* • bulk phone number validator ($0.01 per number)* • email messaging system • bulk emailing ($0.02 per email)* • email automation • bulk email validator ($0.01 per email)* • calendar management system • call log with call recording • reports • Do Not Call blacklist compliance • automated templates • ringless voicemail library • personal landing page website • online file library • user manager • control of account settings • online video training library. Skip a month for $199.00/month for the first user plus $99.00/month for each additional user. Additional users are $99.00/user/month. (Quality Control Policy: If it's not posted in your account, it did not happen.)

INVENTORY ADVERTISING (Inventory Link). Where the Subscriber provides an inventory feed, or authorizes the Provider to retrieve one from the Subscriber's website or inventory provider, the Provider may ingest that inventory and advertise the Subscriber's individual vehicles as part of the Subscriber's campaigns. Ingested inventory data may include the VIN, year, make, model, trim, mileage, price and photographs. The Subscriber is responsible for the accuracy, pricing and availability of the inventory it supplies, including the prompt removal of sold units, and warrants that it holds the rights necessary for the Provider to display that content. The Provider does not set the Subscriber's prices, does not verify inventory accuracy, and does not guarantee that advertising any particular vehicle will produce leads for that vehicle. Inventory advertising can be turned off at the Subscriber's request.

SKIP A MONTH (Starting at $199.00/month) The SKIP A MONTH option allows you to keep your account active without purchasing new leads. Your LeadLocate CRM, sales tools, and all saved files will remain active and accessible for the next month without any new leads being posted to your account. Whenever you are ready to start purchasing leads again, you can renew the service as usual by clicking on the "Renew Service" button under the Account Settings tab. The skip-a-month renewal option is not available to all accounts. Skip-a-month fees are non-refundable, just like any other service you buy from LeadLocate. The pricing for skipping a month will vary depending on the number of users assigned to your account.

CUSTOM ADD-ON ITEMS: Custom plans may include additional terms and provisions. Please refer to your service ticket or invoice for additional terms related to this master agreement. CUSTOM ADD-ON 1: Extra 40-60* Buyer Leads for an existing active Inbound or Hybrid account, $599.00/month per lead set. CUSTOM ADD-ON 2: 1 Extra User Add-on $99.00/user/month. CUSTOM ADD-ON 3: Extra 40-60* Seller Leads for an existing active Marketplace Acquisitions or Hybrid account, $599.00/month per lead set.

Default buyer lead pre-screening questions: What type of vehicle are you interested in purchasing? A: {Text} How much money are you putting down? ($1,000 minimum) A: {Text} How soon are you looking to purchase a vehicle? A: {Text}

Default seller lead pre-screening questions: What type of vehicle are you interested in selling? A: {Text} What is the mileage on your vehicle? A: {Text} Does your vehicle have a clean title? A: {Text}

*Lead sets: Every plan with leads is sold in lead sets of 40-60* leads per monthly subscription period, and each lead set delivers a minimum of 40 qualifying leads under the conditions in Section 8.8. If a period ends short, the campaign keeps running into the next period at no charge until the shortfall is delivered. Above the minimum, the number of leads varies with how engaged your local market is with our ads, and every qualifying lead captured for your campaigns is delivered at no extra charge. Buyer leads may or may not be VIN specific. When the Subscriber's inventory is advertised through Inventory Link, a shopper can submit an inquiry on a specific vehicle and the VIN is included with the lead. Other shoppers describe what they want in general terms, and some submit an inquiry on a vehicle priced well above the budget they enter. All submitted leads are delivered to the Subscriber. We do not filter, withhold, score or suppress leads, and we cannot promise a particular ratio of VIN specific to general leads, or restrict delivery to people looking only for one trim, one brand or one finance type, because the consumer decides what to submit and what to disclose.

As a subscriber, you acknowledge and agree that not all leads generated will include a complete credit application. While we offer customers the opportunity to submit a credit application during the lead capture process, we do not require them to provide full credit application information. This approach is adopted to respect the comfort level of customers who may prefer to engage in direct communication with a salesperson before sharing detailed personal financial information. Should a customer decide to furnish a full credit application, this document will be delivered to you as a PDF file within your secure inbox, enabling processing through the dealership's credit software. It is important to note that the Provider does not pull credit, prequalify consumers, or submit customer credit information to financial institutions on its own behalf. Any credit report, prequalification, identity check, income check, or lender submission made through SecureWebX or a connected provider is made by the Subscriber, under the Subscriber's own provider accounts, as described in Section 37.

3.1) Any setup fees and subscription fees for the first subscription period of the term of this agreement shall be paid on the effective date. The subscription fee for all subsequent subscription periods of the term of this agreement shall be paid to the provider on the first day of each subsequent subscription period. The subscriber shall provide a valid credit card, ACH payment system information, bank account information authorized for automatic bill payment, or other acceptable methods of payment to the provider and shall take all necessary steps to authorize automatic payment of the subscription fee. By agreeing to this agreement, the client hereby authorizes the provider to automatically charge the said method of payment for all subscription periods during the term of this agreement.

4.1) During the term of the subscription purchased from the Provider, the Subscriber may opt-in to or receive complimentary pilot products or services. These offerings are provided as an extension of the Provider's ongoing research and development efforts, aimed at enhancing the quality and functionality of our core products and services. It is important for the Subscriber to understand that any pilot products or services received during the subscription term are not to be considered a permanent part of the core subscription package unless there is an explicit amendment to this contract, documented in writing. The Subscriber is advised against integrating any pilot products or services into their mission-critical business operations. Given the experimental nature of these offerings, the Provider reserves the right to discontinue support for any pilot products or services at any point, without prior notice. This precaution is recommended to mitigate any potential disruptions to the Subscriber's business processes should the pilot offerings be withdrawn or significantly altered. The intent behind offering these pilot products and services is purely to solicit feedback and refine our offerings, ensuring that we continually meet and exceed the expectations of our subscribers with our evolving suite of solutions.

4.2) Referral Program - As part of our CRM software, you have the option to enable a referral program where you reward clients who refer their friends and family to you. (Referrals do not count as LeadLocate leads.) We provide you with the infrastructure to collect referrals from your clients. However, we do not fulfill the "Offers" you advertise. You are responsible for buying and delivering gift cards or “cash” offers to clients if they engage with your referral program offer and meet the requirements for a referral bonus. You, as a subscriber, are required to follow all state and federal laws when operating your referral program. You are responsible for maintaining OFAC records and issuing any tax documents to your clients where required by law. LeadLocate simply provides the infrastructure to collect referrals; all other aspects of operating the referral program are the subscriber's responsibility.

5.1) The Subscriber warrants that he or she is over 18 years of age, not subject to the Child Online Privacy Act, of legal age to enter into contractual agreements in the state in which he or she is present when making this purchase, and is the true and authorized owner of the credit card used to make this purchase. The Subscriber also warrants that he or she is authorized to enter into a business-to-business contract on behalf of the business they represent. Any Subscriber who violates any of these requirements may be liable for civil or criminal prosecution and agrees to pay liquidated damages of an amount equivalent to $10,000.00 or the maximum allowed by law, whichever is greater, per fraudulent transaction, plus actual damages. The Subscriber agrees that all information collected by the Provider may be used for prosecution and may be turned over to law enforcement agencies, credit card companies, collection agencies, private investigators, and merchant service providers.

5.2) If the true and/or authorized owner of the credit card attempts to commit fraud upon the Provider, he or she authorizes each credit card company or merchant service provider to disclose to the Provider all information that could be construed as proof of credit card fraud. Any Subscriber who attempts to perpetrate fraud upon the Provider involving the use of a credit card hereby grants authorization for the Provider to access all credit information about the Subscriber from credit reporting agencies and also authorizes the Provider to discover all relevant information from any source about the fraudulent practices of the Subscriber. The Provider is also authorized to reveal such information to credit reporting agencies, credit card companies, merchant service providers, collection agencies, private investigators, and law enforcement agencies.

5.3) The Subscriber agrees that if he or she uses trickery to receive a refund (including abandoning the account and then demanding a refund, or sabotaging the account, as described in Section 33), or if he or she causes a fraudulent dispute claim that results in a chargeback against the Provider's account, the Provider is authorized to re-charge the Subscriber's credit card that was used for the original purchase to the extent that will make the Provider whole. The Subscriber agrees to pay, in addition to actual damages and the original payment amount, liquidated damages of a minimum of $500.00 to $10,000.00 (determined by the Provider) or to the extent that will make the Provider whole or the maximum allowed by law, whichever is greater, for every separate fraudulent action the Subscriber commits. The Subscriber grants the Provider the authority to collect any past-due amount or outstanding fees by all legal means necessary.

5.4) The Subscriber understands and agrees that the Provider has a zero chargeback tolerance policy. The Provider sells digital products and services without any guarantees or warranties of any kind. You, as the Subscriber, understand and agree that you cannot breach this agreement due to your dissatisfaction or for any other personal reason. Any chargeback attempt to circumvent our no-refund policy will be viewed as a "willful act" of breaching the contract. Any claims regarding payment refunds, merchantability, credit card fraud, credit card abuse, and others will be fully investigated and may be referred to local law enforcement or the FBI Internet Crime Division (IC3) for prosecution.

5.5) The Subscriber understands and agrees that the Provider will use all available resources to prove any case or dispute brought to a financial institution, arbitrator, or court. The Provider may use a mix of resources that may include, but are not limited to, audio voice recordings of phone calls, live meeting recordings, video recordings, SMS text messages, email communications, screen recordings, IP server logs, internal account logs, activity tracking tools, and others. At its own discretion, the Provider may share any such resources with any third party related to any dispute, investigation, or case.

6.1) There is no cooling-off period. Once an invoice is paid, no refunds are issued under any circumstances. The term of this Agreement shall commence on the aforementioned date unless terminated by either party as provided herein. To cancel service, please stop your auto-billing at https://my.leadlocate.com at least 10 days before the renewal date. For the login, use the same email address you used to make the first payment. If the Subscriber cancels the service by request or fails to pay the renewal invoice by the due date, the Provider shall terminate the account and delete all related assets associated with that account from LeadLocate servers one (1) day after the Subscriber fails to make a renewal payment or upon account expiration. To ensure there are no interruptions in your service, we may attempt to renew your service up to 10 business days before your account is set to expire, charging your saved card on file. Notwithstanding the foregoing, upon giving notice of termination of this Agreement, the Subscriber shall not make, and the Provider shall not accept, any further initiations. No refunds are ever issued for paid services as the Subscriber still occupies resources even if they are not actively using the services.

6.2) All service cancellations must be submitted exclusively through our official billing portal at https://my.leadlocate.com. Cancellations will not be accepted by phone, voicemail, text message, or any other verbal or informal method. To be considered valid, subscribers must complete the cancellation process through the billing portal and receive written confirmation that the cancellation has been successfully processed. It is the subscriber’s sole responsibility to ensure that this confirmation is received and retained for their records. If a subscriber fails to cancel their subscription through the billing portal, LeadLocate will continue to charge the associated payment method in accordance with our Terms of Service. No refunds will be issued for payments that are processed due to failure to cancel properly, regardless of account usage or CRM access. Please note that the CRM expiration date does not correspond to the billing schedule. While CRM access may extend to accommodate setup and activation delays from the original signup, billing will always recur on the same calendar day each month based on the subscriber’s initial registration date. This means subscribers may have access to the CRM beyond their billing date, but this does not affect the billing cycle or justify refund requests. By using our service, you acknowledge and agree to this cancellation policy and understand that failure to follow the specified cancellation procedure does not exempt you from future billing obligations.

6.3) The Provider may discontinue the provision of service at any time for any reason. In the event of such termination, the Provider may choose to continue to perform the services referred to in this Agreement for any services being handled by the Provider at the time this Agreement is terminated. The provisions of this Agreement shall continue to govern the rights and obligations of the parties with respect to such services, including, but not limited to, the Subscriber’s obligation to make the payments called for in this Agreement.

6.4) The Subscriber agrees that they have carefully studied the leadlocate.com website and clearly understand how different services work. The Provider offers live demos, pre-recorded video demos, and other materials online to ensure that LeadLocate services will be a good fit for the Subscriber’s needs. The Subscriber agrees that excuses like "I misunderstood" or "I imagined it differently" are not valid reasons to breach the contract. The Provider is available before the sale for a live screen-sharing demo call to ensure the Subscriber "understands" and doesn't have to "imagine" how the Provider’s programs operate. The Provider is not responsible if the Subscriber assumes something without obtaining a clear, written explanation from the Provider before purchasing services.

6.5) The Subscriber understands and agrees that at any time, they may request the Provider to stop or pause generating leads, stop or pause running ads, and stop or pause any other purchased service(s). Upon receiving instructions from the Subscriber to stop or pause service(s), the Provider will, within a reasonable time determined by the Provider, comply with the request. Requesting the Provider to stop or pause any service(s) does not entitle the Subscriber to a full or partial refund. Refunds are not issued for any reason, as the funds received are immediately allocated and distributed among internal departments and/or third-party vendors critical to maintaining the service. As a Custom Service Provider, costs associated with maintaining and deploying subscribers' accounts cannot be recovered, regardless of the length of service access. Once an invoice is paid, no refunds are ever issued under any circumstances. Not using the account, abandoning it, or deciding to stop using it does not change this, as described in Section 33.

6.6) The Subscriber understands and agrees that the Provider may immediately and without prior notice terminate, suspend, or restrict access to any of the Provider’s services, including paid-for services and/or services generally available via the World Wide Web, in the event of a breach of this contract, harassment, slander, libel, intimidation, or any other unethical or unprofessional behavior deemed inappropriate by the Provider. The Subscriber agrees to behave in a business-professional manner while engaging with the Provider's staff, vendors, and any other personnel. In the event the Provider terminates the relationship citing this provision, the Subscriber understands and agrees that they will not be entitled to a full or partial refund for any previous payments. Additionally, the Subscriber agrees to pay any and all costs associated with mitigating the incident that caused the termination. The Subscriber grants the Provider authority to collect any past-due amount or outstanding fees by all legal means necessary to make the Provider whole.

7.1) The Subscriber acknowledges and agrees that none of the content generated or supplied by the Provider or its software should be considered custom or exclusive. The Subscriber does not own any rights to the software or content created by it. Ownership of all applicable copyrights, trade secrets, patents, and other intellectual property rights in the software shall remain vested in the Provider. All other aspects of the products, including, but not limited to, programs, methods of processing, design, email addresses, phone numbers, web applications, mobile applications, and the structure of individual programs and their interaction, as well as programming techniques employed therein, shall remain the sole and exclusive property of the Provider. These shall not be sold, revealed, transferred, disclosed, or otherwise communicated, directly or indirectly, by the Subscriber to any person, company, or institution whatsoever, other than as expressly set forth herein. Any profits, business opportunities, or any other success generated from using the Provider’s software or service are entirely for the Subscriber to keep, and no royalties or commissions need to be paid to the Provider. Any third-party content (including images, links, sites, text, etc.) is the property of their respective companies and owners.

8.1) The warranties set forth in this agreement are exclusive and supersede all other warranties, express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Except as otherwise stated in writing, the Software and Products provided under this agreement are furnished to the Subscriber “AS IS,” without any warranty of any kind, either express or implied. The Subscriber solely bears the entire risk regarding the quality and performance of the software and/or services provided under this agreement. Should the software or product prove defective, the Subscriber solely assumes the cost of all necessary servicing, repair, or correction, including, without limitation, any “debugging.” Except as otherwise stated below, neither party makes any warranties of any kind or nature, whether express or implied, including, but not limited to, warranties related to information or business advice provided, outcomes based on information or advice provided, merchantability or mercantile quality, fitness for a particular purpose or use, or warranties or conditions arising by statute or otherwise in law.

8.2) No express or implied guarantees of income or sales are made when purchasing any LeadLocate services. Earning potential entirely depends on the person using the service, the viability of their business model, local market demographics, their execution ability, and other variables. You agree that we are not responsible for the success, failure, or any other outcome of your personal business decisions.

8.3) Quality Control Policy: To qualify for lead replacement, the Subscriber agrees to log all activity related to each lead in the LeadLocate CRM platform. The Subscriber agrees that if an activity is not posted in the LeadLocate CRM account, for quality control purposes, it will be assumed not to have occurred. The Subscriber needs to use the platform for texts, emails, and calls to request quality assurance support. Without seeing messages going in and out of your account, we cannot troubleshoot your lead feeds or algorithm. Even if using another CRM, we request posting all communications to the lead's notes section. Communicating with leads outside the LeadLocate platform renders us unable to assist with quality-related support requests. Section 34 applies to all communication with leads and customers.

8.4) Quality Control Requests: The only accepted way to report a bad lead is the Report to QC option on that lead in the LeadLocate CRM, or another quality control form the Provider makes available inside the account. To qualify for lead replacement, the subscriber must first attempt to contact the lead a minimum of five (5) times on different dates within the first seven (7) days after the lead is delivered, using every available contact method (SMS, email, and call) each time, with every attempt timestamped in the LeadLocate CRM without exceptions. The request must then be filed within ten (10) days after the lead was delivered. Requests filed after that window, requests filed in bulk at or near the end of a subscription period for leads delivered earlier, requests for leads that were not worked as described above, and duplicate requests are denied. Each request covers one lead and must state the reason for requesting replacement; the lead name, phone, email, and delivery date are taken from the account record. Upon receipt of the quality control request, LeadLocate will conduct an investigation to verify the subscriber's claims. If verified to be true and the lead qualifies for replacement, LeadLocate will replace the lead. Lead replacement is the only remedy for a lead that fails the 3-Point Quality Test, and it is never paid, credited, or refunded as money. The provider reserves the right to deny any request that does not meet these criteria.

8.5) Quality Control Standards: LeadLocate utilizes an omnichannel mass-market lead generation strategy to generate leads. This means that we can connect to virtually every online advertising platform that you can think of. We drive your local web traffic to lead capture squeeze pages, where the leads are then captured and delivered to you. Every lead that you receive from us will be 1) a local customer within your Market Area, 2) the contact information attached to the lead will be valid, and 3) actively shopping to buy a vehicle at the time of lead capture, or, for a seller lead, actively looking to sell or trade their vehicle at the time of lead capture and asking to receive an offer. We refer to this policy as the "3-Point Quality Test." If the lead passes this test, it is verified as a valid lead. We only verify these three data points; no other data can be added to this 3-Point Quality Test. If you receive a lead and any of the three points are verified as "false," for example, the client provided a fake phone number, the client is not in the market for a vehicle, the seller never asked for an offer and has no interest in selling or trading, or the client is located in another state, then that lead will be removed from your account and will not count against your lead count for that month.

8.6) Prescreening Questions: As part of our service, you can add custom prescreening questions to your lead capture forms. Some examples of prescreening questions are: "Do you have a minimum of $1,000 for a down payment?" "Please estimate your credit score. Minimum 600 points." or "What is your budget for a monthly payment?" among others. These questions are designed to weed out any shopper who is not serious about purchasing a vehicle. However, these questions do not override our 3-Point Quality Test policy. We are not responsible if the lead overestimates their credit score, provides inaccurate income, is unsure of their 10-day payoff, or makes any other mistakes or misrepresentations when answering your custom prescreening questions. If the lead is reported as a "bad lead," quality control will only verify 1) that the lead is a local client, 2) that the contact information is valid, and 3) that the client is shopping to purchase a vehicle or, for a seller lead, looking to sell or trade their vehicle. Any additional information outside of our 3-Point Quality Test is not guaranteed.

8.7) Quality Control Abuse and Termination: The Subscriber understands and agrees that if they submit quality control requests without merit or use trickery to receive lead replacement, the Provider will immediately and without notice terminate the account. The Subscriber also agrees that if the account is terminated citing this provision, they will forfeit any payments made to date and will not be entitled to a full or partial refund. Furthermore, the Subscriber agrees to compensate the Provider for any monetary damages that exceed the amount collected by the Provider for products or services due to misconduct. No part of the Provider's Quality Control Policy overrides the no-refund policy, AS IS statement, limitation of liability, or any other section of this agreement. The Quality Control Policy exists solely to assist Subscribers with the procedures for requesting support related to quality concerns.

8.8) Lead Set Minimum: Every plan with leads is sold in lead sets of 40-60* leads per monthly subscription period. As a subscriber, you acknowledge and agree that each lead set delivers a minimum of 40 qualifying leads per monthly subscription period, contingent upon your agreement to maintain the default audience targeting settings within your LeadLocate account. A qualifying lead is a lead that passes the 3-Point Quality Test in Section 8.5. If a monthly subscription period ends with fewer than 40 qualifying leads in a lead set, your campaign continues into the following period at no charge until the shortfall is delivered. Leads delivered to make up a shortfall do not count toward the following period's lead set. Carryover applies only while your subscription is active, ends when the subscription is cancelled or paused, and is never paid out, credited, or refunded as money. Every qualifying lead captured above the minimum is delivered at no extra charge.

You are granted the liberty to customize your account settings according to your preferences. However, any modifications to the lead generation process, including but not limited to changes to the default pre-screening questions, adjustments to the geographic targeting radius, or alterations to any other default account settings, will result in the rescinding of the lead set minimum. Seller lead campaigns are the one exception: they start at the strictest vehicle and Market Area settings available (Section 8.10), so any vehicle or Market Area setting that Leads Manager accepts for a seller lead campaign keeps the minimum, while changes to the default seller lead form questions rescind it. Our default settings are configured based on industry best practices, and while we allow the flexibility to test or modify these settings, any other deviation from the settings established upon account activation will nullify the lead set minimum. This applies to all accounts and service plans.

8.9) As a subscriber, you acknowledge that LeadLocate employs an omnichannel lead generation strategy, which necessitates advertising across multiple channels. This approach relies on third-party advertising providers, each of whom maintains their own set of policies and timelines regarding the display and management of advertisements. You understand that effective advertising results require time, and any modifications you make to your audience targeting may necessitate a period of data accumulation before adjustments can be observed in advertising performance.

By agreeing to these terms, you consent to a limitation wherein adjustments to your account's targeting settings may be made no more than once per monthly subscription period. This limitation is designed to ensure the stability and integrity of the data-driven optimization process. However, an exception is made during the first month of your subscription, permitting you to make changes to your audience targeting settings after the initial two weeks following account setup. This policy is uniformly applied to all lead generation accounts without exceptions.

8.10) Seller Lead Program Rules: The following rules apply to every seller lead, in the Marketplace Acquisitions Plan and in the seller lead sets of the Buyers & Sellers Hybrid Plan. (a) Vehicle settings: In Leads Manager, the Subscriber sets the model years, mileage, and title status of the vehicles their seller lead campaigns target. Every seller lead campaign starts at the strictest settings available: vehicles up to 10 model years old, counted from the current calendar year, with 125,000 miles or less and a clean title. The Subscriber may widen any of these settings at any time, for example to older model years, higher mileage, or any title status, but settings stricter than 10 model years and 125,000 miles are not available. Seller lead campaigns always include all vehicle makes and models, every ownership situation (paid off, loan payoff, or lease), and every selling timeline, because a buying program limited to a narrow slice of the market cannot fill a lead set. (b) Market Area: Seller lead campaigns target a Market Area of at least 25 miles and up to 50 miles around the Subscriber's business location. (c) Dealer requirements: By purchasing seller leads, the Subscriber confirms that their business is able to buy vehicles from consumers outright, accept trade-ins, and pay off existing loans, and leases where the leasing company permits it. Our advertising reaches every type of vehicle owner, including owners who want a straight sale, owners who want to trade toward another vehicle, and owners who want a lower monthly payment or a larger or smaller vehicle. The share of straight sales and trades varies from month to month and cannot be predicted, so the Subscriber must be prepared to handle both. A seller lead who wants to trade, or who has a loan or lease payoff, is a valid lead even if the Subscriber chooses not to offer that transaction.

(d) Leads outside the vehicle settings: Every seller lead is delivered. If the model year, mileage, or title status a seller enters at the time of lead capture falls outside the Subscriber's vehicle settings, that lead does not count toward the Subscriber's lead set for that month. As with the prescreening answers described in Section 8.6, we are not responsible for vehicle details a seller states incorrectly, such as mileage, condition, title history, or payoff amount. (e) Not grounds for replacement: A seller lead remains valid when the seller expects more than the Subscriber offers, prefers a trade instead of a straight sale or the reverse, has a loan payoff, negative equity, or a lease, owns a vehicle with mechanical or cosmetic issues or an accident history on a clean title, compares more than one offer, sells the vehicle elsewhere after the lead is delivered, or is slow to respond. Quality control requests for seller leads follow Sections 8.4 and 8.5.

9.1) The Subscriber agrees that the Provider will not be held liable for damages from any cause of action whatsoever, regardless of the form of action. In no event shall the Provider be liable for lost profits or any indirect, incidental, consequential, or special damages of any nature whatsoever, including, without limitation, damages arising from the loss of use of the Software or products, costs of procurement of substitute products or services, lost data, lost profits or revenue, or for any claim or demand by the Subscriber or any third party, arising out of or related to the use and performance of the Software or the breach thereof, even if advised of the possibility of such damages.

9.2) The Subscriber expressly waives any and all claims for consequential, speculative, and unforeseeable damages resulting from the purchase or use of this product or from subsequent contact with the Provider or third parties. The Subscriber expressly agrees that no matter what may happen as a result of their purchase of this product, or no matter what damage may be allegedly or actually caused by the use of this product, or no matter the harm or damage that may result directly or indirectly from the purchase of this product, for any reason whatsoever, the absolute maximum extent of the Provider’s liability shall be an amount no greater than the fees the Subscriber actually paid to the Provider for the one monthly subscription period in which the claim arose. This limit also protects the Provider's owners, employees, contractors, vendors, and AI and integration providers, and it applies to the fullest extent permitted by law.

10.1) You are required to keep all records of your communications and client permissions to contact. We are not obligated to retain or store any records from your account, and the LeadLocate platform is not a records retention service. Account data may be deleted when an account is cancelled or expires (Section 6.1), so you must print, copy, or export and keep any records you are required to keep, including, for California dealers and California customers, the records the CARS Act requires you to keep for two years. The subscriber agrees to follow all federal and local credit and lending laws when contacting leads. Refer to sections § 1002.1 through § 1002.16 of the CFPB. Each state may have specific record-keeping and/or privacy laws that you must obey when using our service. Please familiarize yourself with all local laws before you start using any LeadLocate products or services.

11.1) The Subscriber agrees to accept all risks associated with the use of this product/service, including but not limited to ingestion or application to the Subscriber’s person, personal or business use of the product, all applicable taxes and regulations, and all legal compliance issues related to this product. The Subscriber warrants an understanding that the Provider disclaims all liability for harm of any kind or nature caused directly or indirectly by this product. The Subscriber understands that leads might contain links or URLs that connect to other sites; the Subscriber is required to comply with the terms and conditions of the linked site when using that site, in addition to the terms herein. The Subscriber agrees to accept all risks associated with browsing third-party sites that are linked or generated by the Provider’s LeadLocate application. The Subscriber also accepts all risks associated with relying on AI output (Section 35) and with using third party services connected to the platform (Section 37).

12.1) The Subscriber expressly accepts the terms of the Privacy Policy of the LeadLocate website. https://leadlocate.com/sales-leads/privacy-policy

12.2) We may contact you using SMS, RCS, or automated calls to provide you with account activation, billing, customer support, and service notices. The full Messaging Terms and Mobile Messaging Privacy Notice are at https://leadlocate.com/sales-leads/terms-of-service#Messaging-Terms and https://leadlocate.com/sales-leads/privacy-policy#Messaging-Privacy. Message frequency varies. Msg & data rates may apply. Reply HELP for help, STOP to cancel. Messages and calls may be sent using an autodialer. Consent to receive messages is not required as a condition of any purchase.

12.3) Any sales lead credit information you receive through SecureWebX.com or any other website we own should be treated as confidential. You must follow all federal and local laws when handling clients' private data. You assume all liability associated with securing the client's private information. This applies equally to information you receive or handle through SecureWebX, My Inventory Link, the LeadLocate CRM, the Account Control Panel, and any AI feature or connected third party service.

13.1) The Provider shall not be responsible for delays or failures (including any delays by the Subscriber in making progress in the pursuit of any Services) if such delays arise from causes beyond its control. Such causes may include, but are not limited to, acts of God or of the public enemy, fires, floods, epidemics, riots, quarantine restrictions, strikes, freight embargoes, earthquakes, and severe weather. No payment will be refunded, but it will act as a credit for a future rescheduling.

14.1) LeadLocate relies on third-party websites and services to provide subscribers with its services, and the provider adheres to the terms of service of those websites. If a third party changes its terms or its service, LeadLocate may change, replace, or stop using that lead source, channel, or integration, and will keep providing the service through its other channels. There is one exception to the no refund terms of this Agreement, and it is this one: if LeadLocate permanently discontinues an entire paid service for all subscribers, it will issue each affected subscriber a prorated refund for the unused days of the current paid period of that service. This exception never applies to a suspension or termination caused by the subscriber, to the discontinuation of a single feature, campaign, lead source, integration, or AI feature, to a change in law that affects the subscriber, or to anything described in Section 33. LeadLocate reserves the right to drop or cancel the subscriber's account or access to our software at any time, for any reason, without notice. If we suspect that you are using our services for spam or any other unethical or illegal activity, we will report you to the appropriate authorities and restrict subscriber access.

15.1) The subscriber's business is liable for all telephone calls, emails, and SMS/text messages originating from their account. If you require a compliance solution or list scrubbing, consider one of our business partners that provide both National FTC and International DNC compliance services. For legal consulting, please contact your attorney. For more information, you can visit the following websites: FTC Website: http://www.ftc.gov, FCC Website: http://www.fcc.gov, DNC Registry: https://www.donotcall.gov, DNC Rules: https://telemarketing.donotcall.gov.

15.2) U.S. & National Compliance Reference - Telecom regulation is always changing. Ensure your company or nonprofit stays up to date with changes in telemarketing and outbound regulations by using a reputable attorney or compliance solution. For more information, please call 844-376-2274 or use our secure contact form.

16.1) Some LeadLocate users are not required to access the National Do Not Call Registry and may access LeadLocate as an Exempt Organization if one or more of the following is true: Your organization is not subject to the jurisdiction of either the FTC or the FCC. For example, a non-profit charitable organization may qualify as an Exempt Organization, assuming it is indeed a non-profit. However, entities that have been granted tax-exempt status under the Internal Revenue Code are not necessarily classified as Exempt Organizations for the purposes of the National Do Not Call Registry. Reference cases such as FTC v. National Consumer Council, Inc., and FTC v. Debt Management Foundation Services, Inc., demonstrate that the FTC has successfully challenged the nonprofit status of organizations whose primary role was to generate leads for other firms that subsequently charged consumers substantial fees for their services.

16.2) Here is an example of an SMS written permission statement that you can add to your forms or site (consult your attorney for complete local and federal laws): "We may contact you using SMS, RCS, or automated calls. Terms and Privacy can be found on our website. Message frequency varies. Msg & data rates may apply. Reply HELP for help, STOP to cancel. Messages and calls may be sent using an autodialer. Consent to receive messages is not required as a condition of any purchase."

16.3) Legal Firms & Telecom Counsel: These legal firms specialize in national (and in some cases international) telecom regulation and compliance. http://www.copilevitz-canter.com/ https://www.manatt.com/home.aspx http://www.lockelord.com/ http://www.olshanlaw.com/practices-Advertising-Marketing-Law.html

17.1) Once we integrate your account into our ads network, we have no control over who clicks on our ads. We cannot prevent any segment of the general public from contacting you. Yes, we can fine-tune targeting, but ultimately, you will receive leads from whoever is the typical shopper in your area. We do not sell for you. You need to be capable of handling objections and coming up with solutions to customers' unique circumstances on your own. We will send you leads of everyday people looking to purchase or sell a vehicle from all walks of life. We expect you to treat everyone with the same level of respect and professionalism as you would your friends or family. Working with internet leads requires a lot of effort. If you are looking for "easy" sales, LeadLocate is not the right provider for you. Our internet leads are in-market shoppers generated from potentially hundreds of different websites. You will need to conduct a proper needs assessment with every lead and follow all best sales practices.

17.2) If you lack motivation or work ethic, our lead programs will not rectify this. If you are struggling with your existing leads or are uncomfortable talking to customers, purchasing more leads is not a solution to your problem. You might want to invest your resources in sales training before spending money on lead generation. We consider a lead to be valid if it is verified that: 1) The lead is a local customer within your Market Area, 2) The contact information attached to the lead is valid, and 3) The lead was actively shopping to buy a vehicle at the time of lead capture (for a seller lead, actively looking to sell or trade their vehicle and asking to receive an offer). We do not verify credit scores, negotiate pricing, or follow up with leads for you. For example, if you can't get the lead financing because of your limited options at the dealership, there is nothing that we can do about that.

17.3) Each lead set on your plan delivers a minimum of 40 qualifying leads under Section 8.8. Above that minimum, the number of leads from LeadLocate will vary depending on how engaged your local market is with our ads, and we cannot predict how many people will be looking to buy or sell a vehicle during any subscription period. Inbound leads may or may not be VIN specific. When the Subscriber's inventory is advertised through Inventory Link, a shopper can submit an inquiry on a specific vehicle and the VIN is included with the lead. Other shoppers describe what they want in general terms. All submitted leads are delivered. We cannot promise a particular ratio of VIN specific to general leads, or restrict delivery to one trim, one brand or one finance type, because the consumer decides what to submit. You need to be self-disciplined to follow processes and be consistent with your follow-up. Our technology is 100% standalone. We do not work your leads for you or instruct you on how to do your job. The account reviews, quality control, and AI monitoring described in Sections 2.5 and 35 exist for quality, security, and compliance, not to follow up with your leads. We provide you with leads, and it is your responsibility to qualify them, overcome objections, and ultimately make the sale.

17.4) We expect you to be experienced enough to understand that requesting leads who have 800+ credit, $10k down, and are willing to pay over MSRP is unreasonable. In the same way, expecting every seller to accept a below-market offer, or buying only nearly new, low mileage vehicles, is unreasonable for a seller lead program. You understand that no marketing is ever perfect, and some months will be better than others. We do not guarantee sales or any level of success, and no other respectable company will. Apart from the lead set minimum in Section 8.8, we do not make any guarantees about leads, as lead quality is subject to individual opinion, and we have no interest in arguing with our users about their definition of a “quality lead.” You understand and agree that, apart from the lead set minimum in Section 8.8, there are absolutely no guarantees with advertising/lead generation, and you were not promised or guaranteed any results. It is up to you to make it happen. We are a month-to-month service provider. If you are unhappy with us for any reason, you are not obligated to renew your service.

18.1) The Subscriber agrees to familiarize themselves with any additional international, federal, state, or local laws governing their dialing activities. The Subscriber agrees to place any individual requesting DNC (Do Not Call) status on the Subscriber's account DNC list immediately. The Subscriber agrees to provide legal contact information in the initial greeting message of any outbound campaign. The Subscriber agrees to provide their own sound files for all outbound campaigns. With the ability to provide all data, the Subscriber agrees to dial each campaign responsibly and courteously to the recipients for whom the campaign is intended. The Subscriber agrees to schedule campaigns responsibly and to avoid sending calls to lifeline services such as hospitals, fire, police, 911, or utility-related telephone numbers. The Subscriber agrees not to send any sales outbound broadcasts to recipients who have not consented to receive such a broadcast. The Subscriber agrees to use the DNC/opt-out features made available through LeadLocate (Blacklist). The Subscriber agrees to consult with an attorney before dialing any data they are unfamiliar with or if the legalities of dialing remain unclear to the Subscriber.

19.1) Sending campaigns to contact lists acquired (purchased, exchanged, or loaned) from a third-party company will negatively impact deliverability and is strictly prohibited. As a result, email addresses must always be collected in a manner in which the recipient has explicitly opted in to receive communication. The use of lists that are bought, rented, or scraped from third parties is prohibited by law in most countries and is absolutely prohibited on the Provider's servers.

19.2) All your contacts should have provided explicit and provable consent to receive communication. This consent should be obtained through a confirmed ("double") opt-in system that clearly states the topic of the subscription on an online or offline form via a checkbox. This checkbox must not be pre-checked. In other words, all checkboxes must be unchecked by default, allowing users the opportunity to willingly opt in to receive communication.

19.3) All marketing campaigns must include a clear and concise link for recipients to easily opt out of receiving future communication. The link must be easy for anyone to recognize, read, and understand. On your end, the unsubscription request must be processed immediately, with no further emails being sent to the recipient from that point onward. In accordance with the LeadLocate Sending Policy, transactional and confirmation emails such as purchase orders, payment invoices, password resets, account creations, and similar do not require an unsubscribe link due to their nature.

20.1) LeadLocate does not support the sending of any messages containing, promoting, referencing, or linking to unlawful, illegal, libelous, or defamatory content, or violence against any individual or group, or any other content that affects human rights. Furthermore, unless the sender provides sufficient and specific guarantees at LeadLocate's sole discretion, LeadLocate does not work with senders who promote activities including, but not limited to, the following, whether permitted by law or not: gambling, sexual or adult content, weapons and explosives, tobacco or tobacco-related products, drugs, political campaigns, hacking, penny stocks, forex trading, trading advice, payday loans, work-at-home offers, and schemes such as "get rich quick," "build your wealth," and "financial independence." LeadLocate also does not work with senders who send emails on behalf of third parties (including their own customers). Generally, your emails must not contain any information or content that LeadLocate, at its sole discretion, deems unsuitable or harmful to the reputation of LeadLocate, its affiliates, partners, customers, or users.

21.1) The Subscriber shall respond to all consumer inquiries regarding their use of LeadLocate. The Subscriber shall not make marketing solicitations using LeadLocate to individuals who have requested not to receive such solicitations from the Subscriber. The Subscriber may forward consumer inquiries involving the accuracy of the LeadLocate Data to LeadLocate. LeadLocate shall cooperate with the Subscriber to address any consumer issues that the Subscriber has made reasonable efforts to resolve.

22.1) The Subscriber shall not use the data as a basis for determining consumer creditworthiness, consumer credit approval, or a consumer's eligibility for employment or insurance. The Subscriber shall not use LeadLocate data as the sole source for generating a consumer report as defined in 15 U.S.C. §1681a.

23.1) The Subscriber shall maintain administrative, physical, and technical safeguards that are no less rigorous than accepted industry practices to prevent the unauthorized release of any lead or contact's personal identifying information (PII).

24.1) The subscriber is responsible for all sales, use, and other applicable taxes or duties related to the purchase of the products or subscription services.

25.1) In the event that any law or governmental regulation restricts LeadLocate's ability to provide the products or services, either party may terminate this agreement or the affected subscription schedules on the date such governmental regulation is enacted. Upon such termination, if required by law or governmental regulation, the subscriber shall destroy the affected LeadLocate data.

26.1) During the term of this Agreement, the parties may share confidential information with each other. The Recipient shall use the Discloser's confidential information solely for evaluating current or potential business opportunities between the parties. The Recipient shall disclose confidential information only to those individuals who need access for such purposes ("Representatives"). If any Representatives of the Recipient disclose or use confidential information other than as authorized by this Agreement, the Recipient will be liable to the Discloser for that unauthorized disclosure or use to the same extent as if the Recipient had disclosed or used the confidential information.

27.1) The Subscriber shall treat as confidential the fact that they receive data from or utilize LeadLocate, except in response to an inquiry from a consumer who is the subject of a particular record that includes LeadLocate data.

28.1) Attorney Fees - In the event of any litigation arising from or related to this Agreement, or the services provided under this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable costs incurred, including staff time, court costs, attorney fees, and all other related expenses incurred in such litigation.

29.1) If any matter concerning this purchase is brought before a court of law, the Subscriber agrees that the sole and proper jurisdiction will be the State of California, at the courthouse closest to the Provider's physical address or the courthouse closest to an attorney or law firm retained by the Provider to represent LeadLocate in the matter. In the event that litigation is in a federal court, the proper court will be the closest federal court to the Provider’s physical address or a courthouse closest to an attorney or law firm retained by the Provider to represent LeadLocate in the matter. The Subscriber agrees that the Provider, LeadLocate, will be the sole party deciding in which court within the State of California any dispute or claim will be heard.

30.1) DotNet Holdings LLC DBA: LeadLocate.com Mailing Address: 1401 21st St, Ste 14270, Sacramento, CA 95811 Phone: 844-376-2274 Fax: 866-429-5707 Contact Form: leadlocate.com/sales-leads/contact-us Online Support Ticket System: https://my.leadlocate.com/request-support

30.2) LeadLocate offices are located in California (Pacific Time Zone), and our business hours are from 9:00 AM to 6:00 PM, Monday through Friday (excluding federal holidays). You, the subscriber, understand that LeadLocate does not provide 24/7 phone support. Any account update requests must be made during regular business hours, which are from 9:00 AM to 6:00 PM Pacific Time, Monday through Friday. Any calls received outside of business hours will be handled by an answering service, and a message will be relayed to the appropriate department for follow-up on the next business day. For faster service, you have access to a 24/7 online support ticket system where you can submit requests at your convenience, and one of our account managers will follow up with you the next business day during regular business hours.

31.1) As this is a business-to-business agreement, each party, including their respective agents, officers, employees, or directors, agrees to refrain from publicly disparaging, calling into disrepute, defaming, slandering, or otherwise criticizing the other parties or any of their products or services in any manner that could damage or otherwise degrade the business or reputation of the other parties, their products, or services in any business or other setting. Breach of this clause grants the compliant party the right to pursue all legal remedies against the breaching party.

32.1) This Agreement contains the entire understanding between the parties, and there are no other commitments, agreements, or understandings between the parties other than those expressly set forth herein. This Agreement shall not be altered, waived, modified, or amended except in a document signed by the parties hereto, or by an update accepted electronically or by continued use as described in Section 40.

33.1) Delivery of service. The Subscriber agrees that the Provider has delivered the purchased service when the account is activated and the login credentials are sent to the email address on the account, and that each lead is delivered when it posts to the account. Delivery does not depend on whether the Subscriber or any user logs in, opens or answers a lead, completes onboarding, connects an integration, or uses any feature. Activation starts real costs right away, including setup labor, phone numbers, campaign building, advertising spend, and vendor and licensing fees, and those costs are spent once they are incurred.

33.2) Non-use and abandonment are not a failure to deliver. Choosing not to use the account, abandoning it, ignoring leads, not logging in, not finishing onboarding, a change of mind, a change in business plans or staff, or a decision to stop using the service are the Subscriber's own choices. None of them is a failure by the Provider, a breach of this Agreement, or a reason for a full or partial refund, credit, or chargeback, and none of them waives or changes the no refund terms in Sections 2.1, 6.1, and 6.5. A Subscriber that no longer wants the service stops future renewals as described in Section 6.2.

33.3) Sabotage and manufactured complaints. The Subscriber agrees not to interfere with its own account in order to make the service look faulty or to build a refund or chargeback claim. This includes, without limitation, deliberately changing, deleting, or breaking templates, automations, autoresponders, forms, prescreening questions, targeting, Market Area settings, integrations, phone or email settings, or user access; deleting, hiding, or withholding leads or communications; giving leads false or misleading replies; refusing to contact leads and then reporting them as bad; and reporting defects that the Subscriber caused or knows do not exist. Each of these acts is a willful breach of this Agreement, is trickery under Section 5.3, and is a willful act under Section 5.4.

33.4) Liquidated damages. The parties agree that the harm caused by abandoning an account and then demanding a refund, by sabotage, or by a refund request or chargeback built on either, is real but hard to measure in advance, because it includes activation and setup labor, investigation and quality control time, staff and management time, processor and chargeback fees, dispute handling, committed advertising spend, and harm to the Provider's merchant accounts and vendor relationships. As a reasonable estimate of that harm, and not as a penalty, the Subscriber agrees to pay liquidated damages of not less than $500.00 and up to $10,000.00 for each such act, as determined by the Provider based on the facts of the incident, or any greater amount the law allows, in addition to the original payment amount, any amount needed to make the Provider whole, and collection costs and attorney fees under Section 28.1. The Provider may charge these amounts to the payment method used for the original purchase under Section 5.3.

33.5) Account records are the evidence. The Subscriber agrees that the Provider's account records accurately show what happened in the account, including login history, IP addresses, devices, settings and template change history, lead delivery records, message logs, call logs and recordings, and audit logs, and that the Provider may use them as described in Section 5.5.

34.1) Stay on the platform. To receive support, troubleshooting, quality control, lead replacement, or any review of lead quality, the Subscriber agrees to communicate with every lead and customer delivered through LeadLocate from inside the LeadLocate platform, including the CRM, the account phone number, the account email address, SecureWebX credit applications, Deal Tracker, and the appointment calendar. Where a conversation has to happen somewhere else, such as in person at the dealership, the Subscriber posts a complete note of it on the lead in the CRM on the same day.

34.2) If it is not posted, it did not happen. Any call, text, email, meeting, credit application, appointment, or other activity that does not appear in the LeadLocate account is treated as if it never occurred, for every purpose under this Agreement, including support requests, quality control requests, lead replacement, the lead set minimum in Section 8.8, billing disputes, refund requests, and chargebacks. The Provider reviews and troubleshoots only the activity recorded in the account. Statements about activity outside the platform, screenshots from other systems, and records from personal phones or personal email accounts do not replace the account record.

34.3) Deleted or moved records. Deleting leads, notes, messages, or call records, or moving lead conversations to personal phones, personal email, or another CRM without posting notes in the LeadLocate account, forfeits support, quality control, and replacement for those leads.

34.4) Follow the published procedures. The Subscriber agrees to follow the procedures the Provider publishes in this Agreement, in the account, and in the training library, including the quality control procedure in Section 8.4. Requests that do not follow those procedures are denied.

35.1) How the Provider uses AI. The Provider uses artificial intelligence ("AI") across its products, including the LeadLocate CRM, SecureWebX, My Inventory Link, the Account Control Panel, the mobile apps, and the Provider's websites. AI is used, among other things, for account monitoring, analytics, quality control, security and fraud prevention, lead and conversation summaries, first contact and follow-up messages (including AI Follow-Up), message, template, email, and website content, chat and customer support assistance, voice features, call transcription, lead reports, desking and vehicle information help, inventory processing, and image and video creation. Some of these features run automatically and some run only when a user turns them on or asks for them.

35.2) AI providers. AI features are powered by third party AI providers, which currently include OpenAI (ChatGPT and the OpenAI API), Anthropic (Claude), Google (Gemini and Vertex AI), Perplexity, ElevenLabs, Deepgram, and Amazon Web Services (including Amazon Textract), and may include other providers the Provider adds later. Each provider has its own terms of service and privacy policy, which the Subscriber is responsible for reviewing, for example at openai.com/policies, anthropic.com/legal, policies.google.com and cloud.google.com/terms, perplexity.ai, elevenlabs.io, deepgram.com, and aws.amazon.com/privacy.

35.3) Consent to share information with AI providers. By signing this Agreement, and again each time the Subscriber or any of its users uses an AI feature, the Subscriber authorizes and consents to the Provider sending the information needed to perform that feature to the AI provider that powers it. That information can include account content, lead and customer information (such as names, contact details, vehicle interests, messages, notes, call audio and transcripts, and credit application details where a feature processes them), inventory data, images, and the instructions a user gives. The Subscriber confirms that it has the rights and consents needed from its own customers and users for that sharing. Each AI provider's own terms control how it uses, retains, and protects the information it receives. The Provider does not use the Subscriber's customer information to train AI models of its own, and does not sell it.

35.4) AI output. AI output is produced automatically and can be inaccurate, incomplete, out of date, or inappropriate. It is not legal, financial, credit, tax, or compliance advice. The Subscriber is responsible for reviewing AI output before relying on it or sending it, and for every message, offer, price, payment figure, disclosure, and statement sent from its account, whether a person or AI wrote it. Under California Civil Code Section 1714.46 and similar laws, a business that uses AI is responsible for what the AI does, and as between the Subscriber and the Provider, that responsibility is the Subscriber's.

35.5) Changes to AI features. The Provider may add, change, limit, pause, or remove AI features, change AI providers or models, and set usage limits at any time. Doing so is not a breach of this Agreement and is not a reason for a refund or credit.

35.6) Assistants a user connects. When a user connects an outside AI assistant to the account (for example ChatGPT, Claude, Gemini, Canva, or Meta's assistant) through the Provider's API or Model Context Protocol server, the connection is made at the user's choice, the assistant provider's terms apply, and the AI Assistant Connections part of the Privacy Policy describes what the connection can access.

36.1) The Provider supplies tools. The Provider supplies AI tools. The Subscriber decides whether, when, and how to use them with its customers and its customers' information, and the Subscriber alone is responsible for using them lawfully.

36.2) The Subscriber's own policies. The Subscriber is responsible for creating and following its own policies for AI use, privacy, data security, record keeping, and consumer communications; for giving its customers every notice and disclosure the law requires, including any disclosure that a customer is communicating with AI or hearing an artificial or AI generated voice; for getting every consent the law requires before contacting a customer or sending a customer's information to an AI feature; and for consulting its own attorney and studying the federal, state, and local laws that apply to it and to its customers before and while using any AI feature.

36.3) Laws that may apply. Laws in this area change often. Examples of laws that may apply to the Subscriber's use of AI include the Telephone Consumer Protection Act and the FCC ruling that AI generated voices are artificial voices; California's bot disclosure law (Business and Professions Code Sections 17940 to 17943); California Public Utilities Code Section 2874 on artificial voice messages; California's customer service chatbot law (AB 1609) and synthetic performer advertising law (SB 1050), both operative January 1, 2027; California's rules on automated decisionmaking technology under the California Consumer Privacy Act; Colorado's artificial intelligence law (SB 24-205 as replaced by SB 26-189, operative January 1, 2027); the AI and chatbot disclosure laws of states such as Utah and Maine; Section 5 of the FTC Act and state consumer protection laws; and state privacy laws. This list is not complete, and the Provider does not advise the Subscriber on which laws apply to it.

36.4) Decisions about consumers. The Subscriber will not use AI features to make, or as the only basis for, decisions about a consumer's credit, financing terms, price, eligibility, employment, or insurance, or any other decision with a legal or similarly significant effect on a consumer. The Subscriber is solely responsible for any such use and for any notice, explanation, opt-out, appeal, risk assessment, or human review the law requires.

36.5) Indemnity. The Subscriber agrees to defend, indemnify, and hold harmless the Provider and its owners, employees, contractors, and providers from any claim, fine, penalty, or loss arising from the use of AI features or AI output by the Subscriber or its users, including claims by consumers, regulators, and AI providers.

37.1) The Provider is a connector. The LeadLocate platform connects to services that other companies own and run. The Provider is a connector only, and is not the provider, agent, guarantor, or partner of those companies. Whether to turn on and use an integration is the Subscriber's decision. Each third party company has its own terms of service and privacy policy, and by using an integration the Subscriber agrees to review and comply with them. Where a third party requires the Subscriber to hold its own account, license, membership, or approval (for example a credit reporting agency or reseller, an identity verification service, or a Lyft Business account), the Subscriber is responsible for opening, paying for, and maintaining it.

37.2) The Subscriber is responsible for its use. The Subscriber is fully and solely responsible for everything it or its users generate, request, send, order, pull, book, publish, or pay for through an integration, for complying with the third party's terms and with the law, and for every charge the third party bills. The Subscriber agrees to defend, indemnify, and hold harmless the Provider from any claim arising from its use of a third party service.

37.3) Third party changes. Third party services can change, raise prices, limit access, suffer outages, or shut down at any time. These events are outside the Provider's control, are not a breach of this Agreement, and are not grounds for a refund or credit. The Provider may add, change, suspend, or remove any integration at any time.

37.4) Companies we connect with. The third party companies the LeadLocate platform currently connects with, or uses to deliver its services, include the following. The Provider adds new integrations regularly, and this Section covers every integration added later, whether or not it is listed here yet. (a) Artificial intelligence: the providers listed in Section 35.2, and outside assistants a user connects under Section 35.6. (b) Credit reports, prequalification, identity checks, and income checks, used in SecureWebX through the Subscriber's own provider accounts: iSoftpull, 700Credit, CRS Credit API, Agility Credit, Credit Bureau Connection, Experian Prequalification, Didit, Veriff, Stripe Identity, Shufti, Socure, Sumsub, Plaid (including Plaid Identity Verification), and Truv. (c) Dealer systems and lenders: leads and credit applications delivered in standard ADF/XML and other formats to dealer CRM and dealer management systems such as VinSolutions, DealerCenter, ELEAD, Reynolds and Reynolds, and CDK Global, and to lender and finance portals when they are activated for the Subscriber. (d) Calls, texts, fax, and email: Twilio, SignalWire, Mailgun, RealValidation (Do Not Call list checks), Bulk Email Checker (email validation), and the wireless carriers. (e) Payments and rewards: Stripe, PayPal, GoCardless, and Lopay for LeadLocate billing; Stripe in SecureWebX through the Subscriber's own account; and Tremendous for customer rewards through the Subscriber's connected account. (f) Rides: Lyft, through the Subscriber's own Lyft Business account, and other rideshare services when activated. Rides are booked, paid for, and governed between the Subscriber, the rideshare company, and the rider, and the Subscriber is responsible for every ride booked from its account. (g) Contact, location, and market data: Trestle and Enformion (phone and email information), Google Maps Platform (maps, places, and address validation), MaxMind and other IP location services, and Serper and DataForSEO (search and market data). (h) Vehicle data: NHTSA vPIC and fueleconomy.gov (public government data), auto.dev and Vehicle Databases (VIN and vehicle data), vehicle valuation guides, and links to vehicle history reports. (i) Inventory collection: web data and network providers the Provider uses to collect the Subscriber's own vehicle listings from the sources the Subscriber names. (j) Advertising and measurement: Meta (Facebook and Instagram advertising and the Meta Conversions API), Google (advertising, Google Analytics, and Google Tag Manager), TikTok, Teads, and other advertising networks used for the Subscriber's campaigns, as described in Section 8.9. (k) Websites, chat, and video: Tawk.to, Lucky Orange, Leadfeeder, Adilo, YouTube, Google reCAPTCHA, and hCaptcha. (l) Automation, calendars, and listings: Zapier, Google Calendar, and the online marketplace and classified listing sites a user posts to from the user's own accounts. (m) Storage, hosting, and security: Amazon Web Services, Cloudflare, and the Provider's hosting, domain, and email infrastructure providers. (n) Mobile apps and wallets: Apple (App Store, Apple Wallet, and notifications), Google (Google Play and Google Wallet), and WebToNative. (o) Mail, shipping, and remote support: EasyPost, SimpleCertifiedMail, Screenleap, and AeroAdmin.

37.5) Credit reports and consumer financial information. When the Subscriber pulls a credit report, runs a prequalification, verifies identity, or verifies income or bank information through SecureWebX or any other part of the platform, the request is made by the Subscriber, under the Subscriber's own agreement with the provider, and the Subscriber is the user of that information. The Provider does not pull credit on its own behalf, does not make credit decisions, and is not a consumer reporting agency. The Subscriber is solely responsible for having a permissible purpose and the consumer's written authorization under the Fair Credit Reporting Act before every request; for adverse action notices, risk based pricing or credit score disclosure notices, and prescreen opt-out notices where they apply; for complying with the Equal Credit Opportunity Act and Regulation B, the Gramm-Leach-Bliley Act and the FTC Privacy Rule and Safeguards Rule, the Red Flags Rule, state credit and privacy laws, and each provider's terms; and for securing, keeping, and disposing of credit information as the law requires. Section 22 also applies.

37.6) Identity checks and biometric information. Some identity verification services compare a selfie or video with an identity document. Where the Subscriber uses them, the Subscriber is responsible for any notice, written consent, retention schedule, and destruction duty that applies to biometric identifiers or images under laws such as the Illinois Biometric Information Privacy Act, the Texas Capture or Use of Biometric Identifier Act, the Washington biometric identifier law, and state privacy laws, and for the identity provider's own requirements.

38.1) SecureWebX (securewebx.com and app.securewebx.com). SecureWebX lets the Subscriber collect online credit applications, documents, and signatures from its customers, review them, and deliver them to its own systems, lenders, and providers. The Subscriber is the business its customers apply to and, where it arranges financing, is the financial institution responsible for its customers' nonpublic personal information under the Gramm-Leach-Bliley Act. The Provider processes that information for the Subscriber as its service provider. The Subscriber is responsible for the consents, notices, and disclosures shown to its applicants (including its own privacy notice and any credit report authorization), for who in its business can see applications, for how applications are used and shared, and for its own record retention. Credit applications and documents are encrypted in storage and in transit, as described in the Information Security Program in the Privacy Policy. SecureWebX users must accept these Terms inside SecureWebX, and access and lead delivery may be paused until they do.

38.2) My Inventory Link (myinventory.link, app.myinventory.link, its mobile apps, and its Chrome extension). My Inventory Link collects the Subscriber's vehicle inventory from the sources the Subscriber names, standardizes it, and publishes it as data feeds, hosted pages, and advertising, and may also provide manufacturer incentive information, a directory of transport providers, and transport requests. The Subscriber confirms that it is entitled to have its inventory collected from the sources it names and published, and that doing so does not breach any agreement with its website provider or anyone else; if a third party with authority over a source asks the Provider to stop collecting from it, the Provider stops and tells the Subscriber. A feed address is public, and anyone the Subscriber shares it with can read it; the Subscriber tells the Provider which fields to hold back. The Subscriber is responsible for the accuracy of every price, mileage, condition, history, and availability statement in its inventory, for removing sold units promptly, and for complying with advertising laws, including the California CARS Act total price rules, California's Honest Pricing Law, the FTC Act, and its franchise advertising rules. Manufacturer incentives and transport provider details come from other companies' published sources, are passed along with the date they were taken, change without notice, and are a working reference rather than a quote, an offer, or an endorsement. The Chrome extension acts only on the listing pages it opens for the user and publishes listings from the user's own accounts on those sites; the user is responsible for each listing and for each site's rules and fees. Acceptable use: the Subscriber will not publish inventory it has no right to publish, show another store's vehicles as its own, misstate a vehicle, use the transport provider directory or transport tools to send unsolicited commercial email or harvest the directory, present manufacturer incentive information as a manufacturer's offer, share a sign in, probe or overload the service, or copy, resell, or white label the service or its data without a written agreement. On a request made before the account closes, the Provider exports the store's feed data in the format the feeds use.

38.3) Account Control Panel (my.leadlocate.com). The Account Control Panel is where the Subscriber manages billing, payment methods, add-ons, users, support requests, projects, and files. Orders, cancellations, payment method changes, and other billing actions taken there are binding on the Subscriber. Files and documents the Subscriber uploads or shares there are the Subscriber's responsibility, including having the right to share them and keeping its own copies, and they may be removed when the account closes under Section 6.1.

38.4) Mobile apps. The LeadLocate, SecureWebX, and My Inventory Link apps are also subject to the terms of the app store they come from (the Apple App Store or Google Play). Device features such as notifications, the camera, the photo library, biometric sign in, and wallet passes are used only when the user allows them.

38.5) Deal Tracker, desking, and customer worksheets. Payment, price, tax, fee, trade, rebate, add-on, lease, and finance figures, and any compliance disclosures the software adds to a worksheet or customer view, are calculation and drafting aids. The Subscriber checks every figure and every disclosure before showing or giving it to a customer, and is solely responsible for every offer, contract, and disclosure it makes.

38.6) Referral programs and rewards. Section 4.2 applies to referral programs and to rewards sent through a rewards provider, and the Subscriber funds and is responsible for every reward it sends.

39.1) The Subscriber's laws. The Subscriber is solely responsible for knowing and complying with every federal, state, and local law that applies to its business, its advertising, its sales, financing, and leasing, its communications, and its handling of consumer information, in every state where it does business and every state where its customers live. Where a customer lives in, or a deal is delivered in, a state with stricter rules (for example California), those rules may apply even if the Subscriber is located somewhere else.

39.2) Examples. Laws that commonly apply to dealers using LeadLocate products include the California Combating Auto Retail Scams (CARS) Act (Civil Code Sections 1784.20 to 1784.44, operative October 1, 2026), including its total price, add-on, payment disclosure, three day used vehicle cancellation, and two year record keeping rules; California's Honest Pricing Law; Section 5 of the FTC Act and state unfair and deceptive practices laws; the Truth in Lending Act and Regulation Z; the Consumer Leasing Act and Regulation M; the Equal Credit Opportunity Act and Regulation B; the Fair Credit Reporting Act; the Gramm-Leach-Bliley Act and the FTC Privacy Rule and Safeguards Rule; the Red Flags Rule; the FTC Used Car Rule; the Telephone Consumer Protection Act and FCC rules, including the consent revocation rules taking effect November 25, 2026; the Telemarketing Sales Rule and the National Do Not Call Registry; the CAN-SPAM Act; state telemarketing and text messaging laws, such as those of Florida, Oklahoma, Maryland, Texas (including its registration requirement for text message marketing), Tennessee, and Virginia; call recording consent laws, such as California Penal Code Sections 632 and 632.7; and state privacy and data breach laws.

39.3) Compliance features are aids. Disclosures, consent language, opt-out handling, quiet hours, Do Not Call checks, CARS Act worksheet language, and other compliance features in the Provider's products are tools that help the Subscriber. They are not legal advice, do not guarantee compliance, and may not fit every situation. The Subscriber reviews them with its own attorney, configures them correctly, and keeps its own required records.

39.4) Call recording and voice messages. Where the Subscriber records calls or sends prerecorded, artificial, or AI voice messages, it is responsible for giving every notice and getting every consent the law requires, including consent from all parties where required.

39.5) Changes in law. A change in law that makes a feature unavailable, or that requires the Subscriber to change how it uses the service, is not a breach by the Provider and is not grounds for a refund. Section 25 applies.

40.1) Updates. The Provider may update this Agreement, the Terms of Service, and the Privacy Policy from time to time. Updates are posted at https://leadlocate.com/sales-leads/terms-of-service and https://leadlocate.com/sales-leads/privacy-policy and take effect when posted, unless the update states a later date.

40.2) Acceptance. The Subscriber accepts an update by accepting it inside any LeadLocate product (including the CRM, SecureWebX, or the Account Control Panel), by renewing or paying for a subscription period after the update is posted, or by continuing to use the service after it is posted. The Provider may require a user to accept an update before continuing to use a product. Each user who accepts on behalf of the Subscriber confirms that they are authorized to do so.

40.3) Electronic signatures and records. The parties agree that this Agreement and every update may be signed and accepted electronically; that a checked box, a click on an accept button, a typed name, or a drawn signature is a valid signature; and that electronic records of acceptance, including the date, time, IP address, device, and version, are valid records under the federal Electronic Signatures in Global and National Commerce Act and the Uniform Electronic Transactions Act as adopted in California (Civil Code Section 1633.1 and following). The Subscriber consents to receive this Agreement, its updates, invoices, receipts, and notices electronically.

40.4) Section 32 is read together with this Section. An electronic acceptance under this Section counts as a signed document.

41.1) Time limit for claims. Any claim or cause of action by the Subscriber arising out of or related to this Agreement or the services must be filed within one (1) year after it arises, or it is permanently barred, to the extent the law allows.

41.2) Order of precedence. For subscribers, this Subscription Agreement controls over the Website Terms and Conditions wherever the two differ, including the jurisdiction and venue terms in Section 29, which apply to subscribers in place of the arbitration paragraph of the Website Terms and Conditions. Additional terms on an invoice under Section 2.3 control for that order only.

41.3) Survival. Sections 2.1, 5, 6, 9, 11, 12.3, 22, 23, 26, 28, 29, 31, and 33 through 41 survive the cancellation, expiration, or termination of this Agreement.

41.4) Severability. If any part of this Agreement is found unenforceable, it is enforced to the fullest extent the law allows, and the rest of this Agreement stays in full force.

In witness whereof, the parties have executed this agreement on the dates first above written, with full knowledge of its content and significance and intending to be legally bound by the terms hereof.