THIS MASTER SUBSCRIPTION AND TERMS OF SERVICE AGREEMENT (the “Agreement”) is made and entered into as of the date of the user’s electronic acceptance or initial access to the Platform (the “Effective Date”), by and between Leadling, a software-as-a-service provider (hereinafter referred to as “Leadling” or “Licensor”), and the individual real estate professional, team, or brokerage executing this Agreement (hereinafter referred to as “Licensee” or “Customer”).

1. Definitions

1.1 “Platform” shall mean the proprietary Leadling Customer Relationship Management (CRM) system, intake and routing systems, calendar logic, AI systems (including the Lead Priority System and Revive logic), and associated workflow architectures provided as a software-as-a-service. The Platform is fundamentally built upon and includes the underlying GoHighLevel (GHL) infrastructure.

1.2 “Subscription Tiers” shall denote the specific service levels elected by the Licensee, presently defined as Basic, Core, and Advanced, which dictate system behavior, automation capabilities, and access to proprietary workflows.

1.3 “Third-Party Infrastructure” shall mean any external software, data providers, or services integrated into the Platform, including but not limited to GoHighLevel, RealtyCandy, Twilio, and external IDX providers.

2. Use of Website

The Leadling website and any related websites (collectively, the “Site”) are owned and operated by Leadling. Subject to your compliance with these Terms, Leadling grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Site for informational and non-commercial purposes. You agree not to use the Site for any unlawful purpose or in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party’s use of the Site.

3. Grant Of License And Scope Of Service

3.1 License Grant. Subject to the continuous payment of all applicable Subscription Fees and adherence to the covenants herein, Leadling hereby grants to Licensee a limited, revocable, non-exclusive, non-transferable right to access and utilize the Platform solely for Licensee’s internal real estate business operations.

3.2 Tier Capabilities. Licensee acknowledges that routing capability, calendar logic, and a shared pipeline structure exist across all tiers. Advanced features, including but not limited to field-driven automation, the Leadling AI System, multi-day AI follow-up campaigns, and the Revive AI conversion squeeze, are strictly limited to the Advanced tier.

3.3 Custom Development. Licensee agrees that any requests for custom setups, custom funnels, large-scale routing architectures, website creation, or brokerage-specific logic fall outside the scope of standard Subscription Tiers and shall be executed strictly as custom, job-quoted work.

4. Fees, Billing, And Account Administration

4.1 Subscription Fees. Licensee shall remit monthly payment to Leadling based on the elected tier: Basic at $59 per month, Core at $200 per month, or Advanced at $300 per month.

4.2 User Seat Allocation. Each Subscription Tier includes one (1) allocated user seat. Additional user seats may be provisioned at a rate of $50 per user per month. For the Basic tier, Licensee acknowledges that native user addition functionalities are intentionally obscured; user creation and addition must be executed exclusively through Leadling-controlled administrative flows.

4.3 Usage-Based Pass-Through Costs. Licensee expressly understands and agrees that all telecommunications (calling, texting) and artificial intelligence (AI) computational usage are strictly billed separately on a pass-through, usage basis across all tiers.

4.4 Basic Tier Telecommunications Add-On. The Basic tier strictly excludes manual calling and texting access by default; such access requires the election of a $39 per month account-level add-on, which is applied at the account level and not at the individual user level. Absent this election, the system’s communication modalities shall default exclusively to electronic mail.

4.5 Free Trial Provisions. Leadling offers a fourteen (14) day free trial strictly limited to the Basic base plan. The aforementioned $39 account-level calling and texting add-on, as well as all usage-based charges, are expressly excluded from any free trial period and shall incur immediate, fully payable liability upon utilization.

5. Third-Party Integrations And Data Providers

5.1 RealtyCandy and IDX Licensing. For Licensees operating on the Core or Advanced tiers, the Platform may incorporate the RealtyCandy data and asset layer to facilitate IDX marketing and website behavior tracking. Licensee expressly acknowledges and agrees that while RealtyCandy is utilized as infrastructure, the requisite IDX Broker account and associated licensing are distinct, independent obligations that must be procured and paid for directly by the Licensee.

6. Telecommunications Compliance And Indemnification

6.1 Strict Regulatory Adherence. Leadling provides the technological infrastructure for communication; however, Leadling exercises no control over the content, timing, or recipients of Licensee’s communications. Licensee bears sole, strict, and absolute responsibility for ensuring that all communications initiated through the Platform comply in full with all applicable local, state, and federal laws, including the Telephone Consumer Protection Act (TCPA) and the Telemarketing Sales Rule (TSR).

6.2 A2P 10DLC Compliance. Licensee specifically covenants to abide by all telecommunications carrier mandates, including maintaining valid and current Application-to-Person (A2P) 10-Digit Long Code (10DLC) registration prior to the transmission of any outbound SMS or MMS messages.

6.3 Indemnification. Licensee shall irrevocably indemnify, defend, and hold Leadling completely harmless from any and all claims, regulatory actions, fines, judgments, or legal fees arising out of Licensee’s failure to procure proper consent, honor opt-out requests, or otherwise comply with telecommunications regulations.

7. Intellectual Property Rights

7.1 Leadling Exclusive Ownership. Licensee expressly acknowledges that all proprietary logic, workflow architectures, routing configurations, parser-triggered follow-ups, the Lead Priority System, the Leadling AI System, and the Revive logic constitute the sole, exclusive, and unencumbered intellectual property of Leadling.

7.2 Non-Reproduction Covenant. Nothing in this Agreement shall be construed as transferring any proprietary rights to the Licensee. Licensee is strictly enjoined from decompiling, reverse engineering, replicating, or syndicating any of Leadling’s workflows, tagging structures, or AI logic to competing platforms or unauthorized third parties.

8. Limitation Of Liability

8.1 Disclaimer of Warranties. The Platform is provided on an “AS IS” and “AS AVAILABLE” basis. Leadling expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

8.2 Exclusion of Consequential and Related Damages. Under no circumstances shall Leadling be liable to the Licensee, their brokerage, or any third party for any lost profits, lost commissions, lost business opportunities, lost data, loss of goodwill, or any indirect, consequential, incidental, special, or punitive damages arising out of or relating to the use or inability to use the Platform, regardless of the legal theory asserted, even if Leadling has been advised of the possibility of such damages.

8.3 Liability Cap. In no event shall Leadling’s aggregate liability arising out of or related to this Agreement exceed the total Subscription Fees actually paid by Licensee to Leadling in the three (3) month period immediately preceding the event giving rise to the claim.

9. Dispute Resolution And Miscellaneous

9.1 Governing Law and Binding Arbitration. This Agreement shall be governed by the laws of the State of Connecticut, without giving effect to any choice or conflict of law provision. Any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, shall be determined by binding arbitration in Danbury, Connecticut, before a single arbitrator. The arbitration shall be administered by the American Arbitration Association (AAA) pursuant to its Commercial Arbitration Rules. Judgment on the award may be entered in any court having jurisdiction.

9.2 Class Action Waiver. Licensee and Leadling agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

9.3 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed, and the remaining provisions shall remain in full force and effect.

10. Term, Termination, And Suspension

10.1 Term. This Agreement commences on the Effective Date and continues for the initial Subscription Term selected by Licensee, and shall automatically renew for successive periods equal to the initial Subscription Term (each a “Renewal Term”) unless either party gives written notice of non-renewal at least thirty (30) days prior to the end of the current term.

10.2 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice thereof.

10.3 Termination for Convenience by Leadling. Leadling may terminate this Agreement or suspend Licensee’s access to the Platform at any time with or without cause, upon thirty (30) days written notice. In the event of termination without cause by Leadling, Leadling will refund the pro-rata portion of any prepaid Subscription Fees covering the remainder of the Term.

10.4 Suspension Rights. Leadling reserves the right to immediately suspend Licensee’s access to the Platform, in whole or in part, without notice, if (a) Licensee’s account is more than ten (10) days overdue on any payment; (b) Licensee is in violation of Section 6 (Telecommunications Compliance) or Section 7 (Intellectual Property Rights); or (c) Leadling reasonably determines that Licensee’s use of the Platform poses a security risk or is abusive. Suspension shall not relieve Licensee of its obligation to pay outstanding fees.

11. Payments, Refunds, And Service Modifications

11.1 Payment Failure. In the event of any failure to remit payment when due, Leadling reserves the right to charge interest on all overdue amounts at the lesser of 1.5% per month or the highest rate permitted by law. Leadling may also condition future subscriptions on payment in advance.

11.2 Refunds and Chargebacks. All fees are non-refundable, except as expressly provided in Section 10.3 for termination without cause by Leadling. Licensee agrees not to initiate any chargebacks with its credit card issuer for fees legitimately charged under this Agreement.

11.3 Trial-to-Paid Transition. Upon the conclusion of the fourteen (14) day free trial, the Basic subscription fee of $59 per month will be automatically charged to the Licensee’s payment method on file, and the subscription will immediately transition to a paid monthly Subscription Term unless Licensee provides written notice of cancellation prior to the end of the trial period.

11.4 Modification of Platform and Services. Leadling reserves the right to modify, upgrade, or discontinue any aspect of the Platform or the Subscription Tiers at any time. Leadling will use commercially reasonable efforts to notify Licensee of any material modifications that affect the core functionality of the services.

12. General Provisions

12.1 Force Majeure. Neither party shall be liable to the other for any delay or failure to perform its obligations under this Agreement (other than payment obligations) if such delay or failure is due to events beyond its reasonable control, including but not limited to acts of God, war, terrorism, embargoes, fire, flood, earthquakes, or strikes.

12.2 Assignment. Licensee may not assign or transfer this Agreement or any rights granted hereunder, by operation of law or otherwise, without Leadling’s prior written consent. Any attempted assignment or transfer in violation of this section is null and void. Leadling may assign this Agreement without Licensee’s consent.

12.3 Notices. All notices required or permitted under this Agreement must be in writing and shall be deemed given when delivered by email to the primary email address on file for the Licensee and the legal contact email for Leadling.

12.4 Entire Agreement. This Agreement, together with all exhibits, addenda, or referenced policies, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

12.5 Export Compliance and Sanctions. Licensee acknowledges that the Platform, or portions thereof, may be subject to U.S. and foreign export control and economic sanctions laws. Licensee will not use, export, re-export, or transfer the Platform, directly or indirectly, in violation of those laws, including to any country or person subject to U.S. or other applicable sanctions.