Master Services Agreement

This Master Services Agreement ("Agreement") is between Ellington Marketing, LLC dba Leap Local ("Company") and the subscribing customer ("Customer"). By checking the box at checkout, Customer agrees to this Agreement and the Service Schedule or Schedules for the Services Customer selects. If there is a conflict, the Order Form controls, then the applicable Service Schedule, then this Agreement.

1. DEFINITIONS

• "Order Form" means the online or written order that describes the plan, term, Services, and fees.
• "Services" means the subscription services Customer selects in the Order Form.
• "Service Schedule" means the service specific terms for each Service that Customer subscribes to.
• "Dashboard" means the portal or reports Company provides for performance data and account administration.
• "Local Map Pack" means the non advertising local map results that appear in search.

2. SCOPE AND MODULAR STRUCTURE

This Agreement applies to all Services Customer subscribes to under one or more active Order Forms. Only the Service Schedules for the Services Customer selects apply. Company may add new Service Schedules and features over time. Customer agrees to any Service Schedule when Customer activates the related Service.

3. ACCESS, PERMISSIONS, AND CHANGE CONTROL

Customer grants Company full administrative rights to access, configure, edit, and publish content to Customer's Google Business Profile or Profiles, website or websites, hosting, DNS, analytics, tag managers, CRM, citation listings, call tracking, and related third party tools needed to deliver the Services.

This authorization includes creating, editing, merging, reclaiming, and removing duplicate listings, changing categories, publishing posts, uploading media, adjusting structured data and schema, and making site and content changes.

Customer acknowledges these actions can affect rankings, visibility, traffic, and account status, and releases Company from liability for such effects when performed in good faith to deliver the Services.

Customer will not make material changes to business name, address, primary category, website infrastructure, or disable tracking without prior written notice. If Customer makes material changes or withholds access or approvals, Service timelines and any guarantees pause until resolved.

4. THIRD PARTY PLATFORMS AND SUSPENSIONS

Company delivers Services in good faith and in alignment with published platform policies to the extent practicable. Search and map platforms may change policies, algorithms, and enforcement without notice.

Company is not liable for removals, verification delays, reinstatement delays, or suspensions enacted by third parties. If a profile is suspended, Company will assist with reasonable reinstatement efforts, and any guarantee window is tolled during suspension.

5. CUSTOMER RESPONSIBILITIES

• Provide accurate business information and keep it current.
• Provide timely access to required systems and approvals within five business days of request.
• Operate in compliance with applicable laws, platform policies, and acceptable use requirements in the relevant Service Schedule.
• Maintain current billing information and a valid payment method.
• Avoid engaging multiple vendors for overlapping SEO or platform work without written coordination.

6. FEES, BILLING, RENEWAL, AND CHANGES

Fees are billed in advance per the Order Form. Subscriptions renew month to month unless canceled with thirty days written notice before the next billing date. Late balances accrue one and one half percent per month or the maximum allowed by law. Out of scope work requires a written change order with additional fees agreed before execution. Company may update pricing on renewal with prior notice.

Usage Based and Pass Through Costs

Certain features may incur additional usage based fees that are billed separately from the base subscription. Examples include text messaging SMS or MMS, phone call minutes, call recording and storage, AI chatbot interactions, AI task automations, email sends, voicemail drops, and other metered services.

These charges are calculated based on actual usage and the applicable rates in effect at the time of usage, which may vary by destination, carrier, or provider. Customer authorizes Company to automatically bill these fees to the payment method on file. Company may adjust these rates to reflect changes from upstream carriers, third party platforms, or providers.

Pass through costs such as press release distribution, guest post placement, directory fees, advertising spend, number provisioning, A2P registration, and other third party services approved by Customer are billed separately.

7. INTELLECTUAL PROPERTY AND DATA

Customer owns Customer content, trademarks, and first party analytics data collected on Customer properties. Company owns its methodologies, templates, software, playbooks, and tooling, including derivative improvements created while delivering the Services.

Customer grants Company a non exclusive license to implement tags, pixels, numbers, and tracking needed to provide the Services. Customer represents it has rights to all content and assets it supplies and will defend and indemnify Company against claims related to Customer provided content or instructions.

8. SECURITY, PRIVACY, AND DATA PROTECTION

Company uses commercially reasonable administrative, technical, and physical safeguards appropriate to the nature of the Services. Where legally required or requested by Customer policy, Company will execute a Data Processing Addendum for Services that involve personal data. If a DPA is executed, it becomes part of this Agreement.

9. REPORTING AND DASHBOARD

Performance data, ranking insights, activity logs, and billing details are available in the Dashboard. Reports may be generated bi weekly or monthly depending on plan. Customer is responsible for reviewing performance data and notifying Company of questions within a reasonable time.

10. WARRANTY DISCLAIMER

Except for the service promises in Schedule D and any explicit guarantee in another Service Schedule, the Services are provided as is and as available. Company does not warrant specific outcomes, rankings, traffic, lead volume, or revenue.

11. LIMITATION OF LIABILITY

To the maximum extent allowed by law, Company's aggregate liability arising out of or related to this Agreement will not exceed the fees paid by Customer for the affected Service in the twelve months preceding the claim. Company is not liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or lost profits, revenue, data, or goodwill.

12. TERM, TERMINATION, SUSPENSION, AND TOLLING

This Agreement remains in effect while any Service is active. Either party may terminate for material breach with fourteen days written notice if not cured. Company may suspend a Service for nonpayment or for material violations of platform policies or law. Guarantee windows and delivery timelines are tolled during suspensions, access delays, force majeure, or Customer initiated material changes.

13. NON EXCLUSIVITY AND PUBLICITY

Company may provide Services to other customers in the same industry or geography unless an exclusivity addendum is signed. Company may list Customer name and logo in factual client lists and use anonymized performance data in case studies unless Customer opts out in writing.

14. COMPLIANCE AND ACCEPTABLE USE

Customer will not use the Services to violate law or platform policy, to misrepresent business information, to publish harmful code, or to engage in spam, harassment, or prohibited content. Additional acceptable use requirements appear in the applicable Service Schedule.

15. CHANGES TO THIS AGREEMENT

Company may update this Agreement and any Service Schedule with fourteen days notice via the Site, email, or the Dashboard. Continued use after the notice period is acceptance of the update.

16. GOVERNING LAW, VENUE, AND NOTICES

This Agreement is governed by the laws of North Carolina, without regard to conflict of laws. Courts in Guilford County, North Carolina have exclusive jurisdiction and venue. Notices may be sent by email to the contacts listed on the Order Form and are deemed received when sent.

17. ASSIGNMENT, ENTIRE AGREEMENT, SEVERABILITY, AND WAIVER

Customer may not assign this Agreement without Company's written consent. Company may assign to an affiliate or successor. This Agreement, the Order Form, and any applicable Service Schedules constitute the entire agreement. If any provision is unenforceable, the remainder stays in effect. Failure to enforce a provision is not a waiver.

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SERVICE SCHEDULE A: LOCAL RANK

A1. Scope and Application

This Schedule applies only if local search services are listed on the Order Form. Local SEO for the number of Google Business Profiles stated in the Order Form. Work may include profile optimization, category and content updates, engagement and activity signals, citation submissions, on site SEO recommendations, location based content strategy, guest posts, and press releases if included in plan. Performance data is made available in the Dashboard.

A2. No Ranking Guarantee

Company does not guarantee any search position, Local Map Pack placement, keyword ranking, traffic volume, lead volume, or revenue. Rankings depend on platform algorithms, competitor activity, location, device, and other factors outside Company control. Any prior ranking guarantee, including the former ninety day Local Map Pack guarantee, is withdrawn and does not apply to any Order Form under this Agreement.

A3. Eligibility Requirements

• Verified Google Business Profile with visible address and service area set.
• Active, crawlable website.
• Continuous admin access to required assets and timely approvals.
• No platform policy violations, virtual offices, prohibited categories, or duplicate conflicting listings.
• Account in good standing with all invoices current.

A4. Reporting

Company will report on work performed and on observed ranking movement where tracking is available. Reported movement is a record of what was observed and is not a commitment to any future position.

A5. Editorial Control and Publishers

Guest post and press release placements are subject to third party editorial discretion and timelines. Publishers may edit or remove content without notice. Company is not liable for publisher changes after acceptance.

A6. Citations and Listings

Directory acceptance, formatting, and verification timelines vary by platform. Company will submit to vetted directories and provide proof of submission.

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SERVICE SCHEDULE B: WEBSITE HOSTING

B1. Scope

Managed hosting with a target uptime of ninety nine point nine percent per calendar month excluding scheduled maintenance and events outside Company control. Security updates, firewall, malware scans, and basic performance tuning. Backups retained on a rolling basis with a target recovery point objective of twenty four hours and a commercially reasonable restoration time objective.

B2. Maintenance Windows

Company may perform scheduled maintenance that can cause brief downtime, typically during low traffic hours. Company will use reasonable efforts to provide notice in advance.

B3. Customer Responsibilities

• Do not install insecure or unlicensed themes, plugins, or scripts.
• Provide prompt approvals for updates that require downtime windows.
• Do not exceed plan resource limits such as storage, bandwidth, or compute without purchasing an upgrade.
• Maintain current billing and contact details.

B4. Limitations

Company is not responsible for downtime or performance issues caused by Customer installed code, third party integrations, DNS or registrar issues outside Company control, upstream data center incidents, or force majeure. Uptime targets are goals unless a paid SLA is stated in the Order Form. Company does not guarantee email deliverability if email is hosted or relayed through third parties.

B5. Migration and DNS

Upon request, Company can assist with migrating websites and records on a commercially reasonable basis. Customer is responsible for DNS registrar access and propagation timelines.

B6. Data Retention and Exit

Upon termination, Company may disable hosting access at the end of the final paid period. Backups may be retained for a limited period. Customer may request a final archive within ten Business Days of termination if all balances are current. Promise Three in Schedule D states what Company provides on exit and controls if this section conflicts with it.

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SERVICE SCHEDULE C: CRM

C1. Scope

Access to a cloud CRM for lead capture, pipelines, messaging, phone and SMS enablement, scheduling, forms, surveys, automations, and reporting per plan features. Training resources and support for platform features.

C2. Numbers, Provisioning, and Porting

Phone numbers may be provisioned through upstream carriers and remain Company property. Company does not require Customer to transfer Customer's own telephone numbers to Company, and Customer's existing numbers remain under Customer's control. Where a number is provisioned by Company and published by Customer, Customer is responsible for replacing it with Customer's own number on termination as described in Promise Three. Porting is subject to carrier rules and timelines and is not guaranteed. Fees for provisioning, porting, and carrier registration are pass through and billed to Customer.

C3. A2P and Compliance

Customer is responsible for A2P ten DLC brand and campaign registration and related fees where applicable. Customer is responsible for compliance with TCPA, CAN SPAM, CASL, GDPR, CCPA, state telemarketing laws, and applicable privacy and data protection laws. Customer must secure valid consent for messaging and calling and must honor opt outs, DNC lists, and quiet hours where required.

C4. Acceptable Use

No spam, harassment, deceptive content, illegal content, or prohibited categories. No use of purchased or scraped contact lists. Customer is responsible for content accuracy and frequency controls in automations.

C5. Deliverability and Carriers

Email and SMS deliverability depend on third party carriers and recipient systems. Messages may be filtered, throttled, or blocked. Company is not liable for carrier policies or changes. Customer indemnifies Company for regulatory fines or claims arising from Customer's use of the CRM.

C6. Usage Based Billing for CRM

Usage fees may apply for SMS and MMS, phone call minutes, call recording storage, AI chatbot interactions, AI task automations, voicemail drops, and email sends. Rates may vary by destination, carrier, or provider and may change when upstream costs change. Customer authorizes automatic billing of usage fees to the payment method on file.

C7. Data Portability and Exit

Upon termination and if all balances are current, Customer may export contacts, conversations, and basic configuration data available through the platform export tools. Platform specific assets, workflows, and automations are not portable. Promise Three in Schedule D states what Company provides on exit and controls if this section conflicts with it.

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SERVICE SCHEDULE D: SERVICE PROMISES

D1. Application

This Schedule states the three service promises Company publishes. It applies to any Order Form that includes the website and marketing system subscription. These promises replace the former ninety day ranking guarantee in Schedule A. Nothing in this Schedule is a guarantee of lead volume, call volume, traffic, rankings, or revenue.

D2. Promise One: Content Change Turnaround

Company will publish a requested Content Change within two Business Days of receiving a complete request, or Customer receives a Promise Credit for that calendar month.

Content Change means a change to existing content on Customer's website. It includes replacing an image with one Customer supplies, adding Customer supplied photographs to an existing page, editing text on an existing page, and updating business hours, listed services, service areas, or contact details.

Content Change does not include new pages beyond those in the Order Form, new features or functionality, design or layout rework, new integrations, copywriting from scratch, image editing or retouching, work requiring third party approval, or anything requiring development beyond editing existing content. Company will quote timelines for that work separately before it begins and no turnaround promise applies to it.

A request is complete when Company has received the finished text or image files needed to make the change and no clarification remains outstanding. Requests received after five in the afternoon Eastern Time, or on a day that is not a Business Day, are treated as received on the next Business Day. Business Day means Monday through Friday excluding United States federal holidays.

D3. Promise Two: Missed Call Text Back

Where missed call text back is active on Customer's account, Company's system will send the configured text message following an unanswered inbound call routed through a Company provisioned number, or Customer receives a Promise Credit for that calendar month.

This promise covers failure of Company's own system to send. It does not apply in the following circumstances:

• The call did not reach a Company provisioned number.
• Customer disabled, paused, or reconfigured the automation.
• Customer's device, phone system, or call forwarding is the point of failure.
• The contact is marked do not disturb in the CRM, has previously opted out, or appears on a suppression or do not call list. Company will not send to those contacts, because sending would breach Section C3.
• An outage, degradation, throttling, or maintenance event at a third party platform, telephony provider, or carrier that the Services depend on. Company does not control those systems and cannot guarantee their availability.
• A2P ten DLC registration under Section C3 is incomplete, pending, or has been rejected.

Where Company declines a claim under this promise, Company will provide the relevant system or delivery log showing the reason.

D4. Promise Three: Exit and Portability

On termination, and provided all balances are current, Company will provide the following within ten Business Days of Customer's written request: an export of the website as static HTML files, an export of Customer contact records through available platform export tools, and the authorization code needed to transfer Customer's domain to another registrar where Company is the registrar of record. Company charges no exit fee for these items.

Customer acknowledges the following limits, which Company also states publicly on its website:

• The CRM, automations, workflows, review request sequences, and missed call text back operate on Company's platform and are not transferable. Customer will need separate hosting for the website and a separate system to replace follow up functionality.
• Telephone numbers provisioned by Company remain Company property. Customer's own telephone numbers are never transferred to Company and remain under Customer's control throughout. Customer is responsible for replacing any Company provisioned number with Customer's own number wherever it has been published, including Customer's website, Google Business Profile, directories, advertising, and printed material. Company is not responsible for calls or messages directed to a Company provisioned number after termination.
• Company may disable platform access at the end of the final paid period. Backups and message history may be retained or deleted on Company's standard schedule after that date.

D5. Promise Credit and How to Claim

Promise Credit means a credit equal to one month of the recurring Service fee for the affected subscription, excluding usage based charges and third party pass through costs. Company applies the credit to the next invoice, or refunds it to the original payment method where no further invoice will issue.

To claim, Customer must notify Company in writing at hello@leaplocal.com within thirty days of the missed turnaround or the failed message, identifying the request or the call in question. Company will confirm or decline the claim in writing within five Business Days and will state the reason for any decline.

D6. Limits and Exclusions

• Promise Credits are limited to one per calendar month in total across D2 and D3, regardless of how many individual misses occur in that month.
• Promise Credit is Customer's sole and exclusive remedy for a missed promise under this Schedule.
• No promise applies while any invoice is past due or while a Service is suspended under Section 12.
• Turnaround under D2 is tolled while Company is waiting on Customer for files, copy, clarification, or approval, and during force majeure events, scheduled maintenance windows described in Schedule B, and outages at a third party platform or provider that prevent Company from publishing the change.
• These promises run to Customer only and are not assignable or transferable.
• Company may change or withdraw these promises for future Order Forms under Section 15. Any change applies from the date stated and does not reduce a promise already earned by an existing Customer within the then current billing month.

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DATA PROTECTION ADDENDUM AVAILABILITY

If required by law or Customer policy, Company will provide a Data Processing Addendum for Services that involve personal data. Where a DPA is executed, it becomes part of this Agreement.

ACCEPTANCE

By checking the box at checkout and submitting payment, Customer agrees to this Agreement and the Service Schedule or Schedules for the Services selected.