Lead Purchase Agreement

Last updated: May 18, 2026

This Lead Purchase Agreement ("Agreement") governs the purchase of Leads from Leads Up AI LLC, a Minnesota limited liability company ("Leads Up AI," "we," "us," or "our"), by the registered party identified at account creation or on the applicable order form, invoice, or campaign agreement ("Lead Buyer," "you," or "your"). Leads Up AI and Lead Buyer are each a "Party" and collectively the "Parties."

Leads Up AI LLC

7401 Metro Blvd., Suite 500

Edina, MN 55439

Email: leadsadmin@leadsupai.com

Phone: (612) 662-5244

Recitals

WHEREAS, Leads Up AI operates websites, landing pages, marketing campaigns, and lead-generation properties (collectively, the "Sites") through which consumers may submit their information and consent to be contacted by real estate investors, home buyers, wholesalers, and other service providers; and

WHEREAS, Leads Up AI operates a marketplace at leadsupaileads.com through which Leads are made available to Lead Buyers on an exclusive basis through dynamic bidding, and also offers Direct Lead purchases under separate order forms, invoices, or campaign agreements; and

WHEREAS, Lead Buyer desires to purchase Leads from Leads Up AI for the lawful purpose of soliciting offers to purchase real property from Consumers, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Relationship to Other Agreements

1.1 Companion Agreements. This Agreement is entered into in connection with, and supplements, the Leads Up AI Terms of Service ("ToS"), Privacy Policy, and Refund and Lead Replacement Policy, each posted at leadsupai.com and updated from time to time. By creating an Account, funding a balance, placing a bid, or purchasing a Lead, you acknowledge that you have read, understood, and agreed to be bound by this Agreement, the ToS, the Privacy Policy, and the Refund and Lead Replacement Policy.

1.2 Order of Precedence. If there is a conflict between this Agreement and the ToS with respect to a Lead transaction or Lead-specific matter, this Agreement controls. The ToS controls for platform access, account mechanics, dispute resolution, and any matter not addressed in this Agreement. If you and Leads Up AI have entered into a separately executed order form, invoice, or campaign agreement for Direct Leads, that order form, invoice, or campaign agreement controls for that engagement to the extent it conflicts with this Agreement.

1.3 Modification. We may revise this Agreement at any time by posting an updated version at leadsupai.com or, where we have your email on file, by sending notice to that address. Your continued use of the Services, placement of bids, or purchase of Leads after the updated Agreement is posted constitutes acceptance of the changes. The "Last updated" date at the top of this Agreement reflects the most recent revision.

2. Definitions

Capitalized terms used but not defined in this Agreement have the meaning given in the ToS. For purposes of this Agreement:

"Account" means a Lead Buyer's registered account on leadsupai.com or leadsupaileads.com, including any associated balance, bid configuration, Lead delivery integrations, and payment method.

"Bid Deposit" has the meaning given in the ToS.

"Consumer" means any individual who submits a request, form, or inquiry through one of the Sites, or whose information is otherwise acquired by Leads Up AI through marketing activities or approved third-party sources, for the purpose of being matched with a Lead Buyer.

"Consumer Information" means the information submitted by or collected about a Consumer, including any Enrichment Data appended to that information.

"CPL" means cost per Lead, the per-Lead price payable by Lead Buyer, as set forth in the Dashboard, the applicable order form, invoice, or campaign agreement, or as established through the marketplace bidding process.

"Dashboard" means the online interface made available to Lead Buyers for managing bids, territories, filters, payment information, Lead delivery integrations, balances, and Account settings.

"Direct Lead" has the meaning given in the ToS.

"Enrichment Data" means real estate and consumer data, including but not limited to additional contact information, property records, mortgage records, ownership data, and skip-traced phone numbers and email addresses, collected from public records, third-party data providers, or proprietary methods and appended to a Lead. Enrichment Data is provided "as is," and Leads Up AI makes no warranties regarding its accuracy, completeness, currency, or suitability.

"Exclusive Lead" means a Lead that is sold to one and only one Lead Buyer. Unless expressly designated otherwise in writing, all Leads sold under this Agreement are sold Exclusively to the client.

"Final Sale Lead" has the meaning given in the ToS.

"Lead" means Consumer Information delivered to Lead Buyer through the Dashboard, email, SMS, CRM integration, API integration, or other delivery method, and includes any Enrichment Data.

"Marketplace Lead" has the meaning given in the ToS.

"Permitted Use" has the meaning given in Section 4.

"Refund and Lead Replacement Policy" means the policy of that name posted at leadsupai.com, as updated from time to time, which is incorporated by reference into this Agreement.

"Sites" means the websites, landing pages, marketing campaigns, and lead-generation properties operated by Leads Up AI or by an agency client of Leads Up AI under which Leads are generated.

3. Purpose and Scope; Exclusivity

3.1 Exclusive Leads. During the term of this Agreement, Leads Up AI agrees to provide Lead Buyer with Exclusive Leads matching Lead Buyer's configured filters, territory bids, and Account parameters. Each Lead sold under this Agreement is delivered to a single Lead Buyer and is not resold or redistributed to any other Lead Buyer by Leads Up AI.

3.2 No Guarantee of Volume. Leads Up AI does not guarantee any minimum quantity, frequency, or flow of Leads. Lead volume depends on Consumer submission volume, Lead Buyer's filter and territory configuration, Lead Buyer's bid amounts relative to competing bidders, Lead Buyer's Account balance, and other factors outside Leads Up AI's control.

3.3 No Guarantee of Conversion, Quality, or Outcome. Leads Up AI does not guarantee any conversion rate, contract rate, close rate, return on investment, Consumer responsiveness, or that any Consumer will be willing or able to sell their property to Lead Buyer. Leads are provided "as is" subject to the Refund and Lead Replacement Policy.

3.4 Final Sale Leads. Leads designated as "Final Sale" at the time of offering or invoicing are non-refundable, non-replaceable, and non-creditable, as set forth in the ToS Section 7. By purchasing a Final Sale Lead, Lead Buyer waives all rights to refund, replacement, or credit in respect of that Lead.

4. Permitted Use and Restrictions

4.1 Permitted Use. Lead Buyer may use Leads solely to lawfully solicit offers to purchase real property from the Consumer identified in the Lead ("Permitted Use"). Lead Buyer may not use Leads for any other purpose, including but not limited to:

(a) marketing or soliciting any product or service unrelated to the purchase of the Consumer's real property;

(b) reselling, rebroking, transferring, syndicating, sharing, licensing, or otherwise distributing a Lead to any third party, except for individuals within Lead Buyer's organization with a need to know in furtherance of the Permitted Use;

(c) adding any Consumer to a marketing list, email list, SMS list, ringless voicemail list, mailing list, or audience for any campaign unrelated to the Permitted Use;

(d) using a Lead to build, train, license, or commercialize any product, service, list, database, or audience that competes with Leads Up AI; or

(e) using a Lead in any manner that violates applicable law, including the laws referenced in Section 7.

4.2 No Marketing to Unpurchased Leads. Lead Buyer expressly agrees not to send any communication of any kind, including telephone calls, prerecorded or artificial-voice calls, voicemails, ringless voicemail drops, SMS or MMS messages, emails, direct mail, or any other communication, to any Lead that Lead Buyer has not purchased and paid for. This includes, without limitation, Leads that were visible to Lead Buyer in the Dashboard, Leads that were partially displayed in a preview, Leads that were rejected by Lead Buyer's filters, and Leads that were declined or returned. If Leads Up AI discovers that Lead Buyer (or any person or entity acting on Lead Buyer's behalf) has contacted any unpurchased Lead, Leads Up AI may, in addition to all other remedies, charge Lead Buyer for each such Lead at the highest CPL applicable to that Lead's territory and tier at the time of contact, and may immediately terminate this Agreement under Section 12.

4.3 No Reverse Engineering or Scraping. Lead Buyer may not scrape, crawl, harvest, mirror, or otherwise extract data from the Dashboard or the Sites through automated means, nor reverse engineer any aspect of the Leads Up AI platform.

4.4 Confidentiality of Lead Data. All Consumer Information (including Enrichment Data) provided to Lead Buyer is Confidential Information of Leads Up AI, as further described in Section 8.

5. Dashboard, Filters, and Lead Buyer's Responsibility

5.1 Dashboard Access. Leads Up AI will provide Lead Buyer with access to the Dashboard upon Account registration. Through the Dashboard, Lead Buyer may set and update bids, territories, filters, lead-type preferences, daily and monthly budgets, delivery integrations, payment method, and other Account settings.

5.2 Lead Buyer's Sole Responsibility for Settings. Lead Buyer is solely responsible for configuring and maintaining its bids, territories, filters, budgets, and Account settings through the Dashboard. Lead Buyer accepts full responsibility for the consequences of its configuration, including Leads received under its current settings, regardless of whether Lead Buyer has communicated a desired change to Leads Up AI by email, phone, text, or any other means outside the Dashboard. Leads Up AI is not obligated to update settings on Lead Buyer's behalf, to schedule outages or holidays, to pause purchases for Lead Buyer, or to perform any update that is available to Lead Buyer through the Dashboard.

5.3 Training and Onboarding. Leads Up AI provides training resources and onboarding support for the Dashboard. For the first thirty (30) days after Account activation, Leads Up AI will provide reasonable assistance to Lead Buyer in learning to use the Dashboard. After that period, Leads Up AI may presume that Lead Buyer is fully capable of operating the Dashboard and has no outstanding questions.

5.4 Dashboard Availability. Leads Up AI will use commercially reasonable efforts to make the Dashboard available 24/7/365. If the Dashboard experiences an unplanned outage, Leads Up AI will use commercially reasonable efforts to honor and post-date any pending Account changes that Lead Buyer was unable to make during the outage, provided Lead Buyer submits a written request describing the intended change promptly after the outage is resolved.

6. Pricing, Payment, and Inactivity

6.1 CPL and Pricing. The CPL for each Lead is set forth in the Dashboard or, for Direct Leads, in the applicable order form, invoice, or campaign agreement. Marketplace Lead pricing is established through the dynamic bidding process described in the ToS. Leads Up AI may update CPLs, minimum bid amounts, territory definitions, lead tiers, and pricing structures at any time.

6.2 Bid Deposit. Lead Buyer must establish and maintain the Bid Deposit required by the ToS to set bids on county-level, state-level, or nationwide territories. The Bid Deposit is drawn down as bids win and Leads are accepted. Refund eligibility for individual Leads is governed solely by the Refund and Lead Replacement Policy.

6.3 Payment Authorization. By providing a payment method to Leads Up AI or to its designated payment processor (currently Stripe), Lead Buyer authorizes Leads Up AI and the payment processor to electronically debit or charge that payment method for:

(a) Bid Deposit funding and auto-replenishment;

(b) Marketplace Lead and Direct Lead purchases;

(c) any Direct Lead invoice;

(d) the Monthly Inactivity Fee described in Section 6.6;

(e) any chargeback handling fee, late payment interest, surcharge, processor fee, or other amount owed under this Agreement or the ToS; and

(f) any electronic correction of prior under- or overcharges.

This authorization remains in full force until Lead Buyer notifies Leads Up AI in writing of revocation, which becomes effective on the tenth (10th) day following actual receipt by Leads Up AI.

6.4 Business Account; Not a Consumer Account. Lead Buyer represents and warrants that:

(a) the payment method, bank account, or card provided to Leads Up AI is a non-consumer, business account;

(b) Lead Buyer is not a "consumer" within the meaning of the Electronic Funds Transfer Act, Regulation E, or any comparable state law; and

(c) funds paid to Leads Up AI will not be used for personal, family, or household purposes.

Lead Buyer acknowledges that funds held in the Dashboard balance may, in certain circumstances, draw interest, and that any such interest accrues to the benefit of Leads Up AI.

6.5 Auto-Replenishment. If Lead Buyer enables auto-replenishment in the Dashboard, Lead Buyer authorizes Leads Up AI to automatically charge the payment method on file to maintain the minimum balance Lead Buyer has selected so that active bids continue uninterrupted. Lead Buyer may disable auto-replenishment at any time through the Dashboard.

6.6 Monthly Inactivity Fee. If Lead Buyer is Inactive for more than thirty (30) consecutive days, Leads Up AI may charge a Monthly Inactivity Fee of twenty dollars ($20.00) per month, deducted from Lead Buyer's available Dashboard balance. If Lead Buyer's balance is insufficient to pay all or part of the Monthly Inactivity Fee, Leads Up AI may permanently close Lead Buyer's Account. "Inactive" means Lead Buyer has no active bids, no active campaigns, and no Lead purchases in the preceding thirty (30) days.

6.7 Referral Credits. Lead Buyer may receive credits ("Referral Credits") for referring new Lead Buyers to Leads Up AI, subject to the following:

(a) eligibility, referral attribution, and credit amount must be confirmed in advance and in writing by Leads Up AI;

(b) Referral Credits are added to the Dashboard balance only after a minimum threshold of two hundred fifty dollars ($250.00) in eligible credits has accrued;

(c) Referral Credits have no cash value, are not transferable, are not redeemable for cash, and may be used only for Lead purchases or Monthly Inactivity Fees within the Dashboard;

(d) Referral Credits expire and are forfeited upon Account closure for any reason; and

(e) Leads Up AI may modify, suspend, or terminate the Referral Credits program at any time.

6.8 Late Payment; Collections. Any amount not paid by its due date will accrue interest at the lesser of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law. Lead Buyer will reimburse Leads Up AI for all costs of collection, including reasonable attorneys' fees and court costs.

6.9 Chargebacks. Lead Buyer's obligations regarding chargebacks, including the dispute-first requirement, the fifty dollar ($50.00) chargeback handling fee, and the consequences of initiating a chargeback in violation of these terms, are set forth in the ToS Section 8.5 and apply to all amounts charged under this Agreement.

7. Lead Buyer Compliance, TCPA, DNC, and Marketing

7.1 Compliance Obligation. Lead Buyer's compliance obligations under the Telephone Consumer Protection Act (TCPA), FCC implementing rules, the Telemarketing Sales Rule, the CAN-SPAM Act, the National Do Not Call Registry, all state DNC registries, all state telemarketing and texting laws, all wireless carrier and messaging-aggregator policies (including CTIA Messaging Principles and 10DLC requirements), all real estate licensing and solicitation laws, and all applicable privacy laws are set forth in detail in the ToS Section 6 and are incorporated by reference into this Agreement.

7.2 No Representations as to Consent or DNC Status. Leads Up AI makes no representation or warranty that:

(a) any Lead has provided TCPA-compliant prior express written consent for telemarketing calls, prerecorded messages, ringless voicemails, or SMS messages;

(b) any Lead is or is not registered on any federal or state Do Not Call list;

(c) any Enrichment Data, including skip-traced phone numbers, email addresses, or supplemental contact data, is accurate, current, complete, or accompanied by consent for any form of contact;

(d) any Lead is suitable for any specific automated dialing system, prerecorded message campaign, ringless voicemail campaign, or SMS campaign; or

(e) any contact information delivered with a Lead corresponds to the named individual or to the owner of the property identified.

7.3 Pre-Contact Scrubbing and Verification. Before initiating any contact with a Lead, Lead Buyer must, at a minimum:

(a) scrub the Lead against the National Do Not Call Registry and all applicable state DNC registries;

(b) check the Lead against Lead Buyer's internal do-not-call list, prior litigant list, and any commercially available litigator-tracking list;

(c) verify that Lead Buyer has obtained or independently established any consent required for the form of contact intended (including TCPA prior express written consent for autodialed or prerecorded calls and texts to cellular numbers);

(d) for Enrichment Data, independently verify the accuracy and currency of the data, as Leads Up AI provides no warranty;

(e) comply with all calling-time restrictions, identification requirements, and disclosure requirements; and

(f) maintain records of all consents, scrub results, and contact attempts, and make those records available to Leads Up AI upon request.

7.4 TCPA, DNC, and Marketing Indemnity. Lead Buyer's indemnity obligations for TCPA, DNC, telemarketing, texting, email, and related marketing-law claims are set forth in the ToS Section 6.4 and Section 13, and are incorporated by reference into this Agreement.

7.5 Right to Monitor, Investigate, and Audit. Leads Up AI may, but is not obligated to, monitor, investigate, audit, or request documentation regarding Lead Buyer's compliance with this Section 7, the ToS Section 6, or any applicable law. Lead Buyer agrees to cooperate with any such investigation, including providing copies of consent records, scrub reports, contact logs, recorded calls, sent SMS content, and email campaigns within ten (10) business days of a request. Failure to cooperate is a material breach of this Agreement.

8. Confidentiality and Data Security

8.1 Confidential Information. "Confidential Information" means all non-public information disclosed by one Party to the other, in any form, that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential under the circumstances, including business plans, financial information, marketing strategies, technical information, customer lists, Lead Information, and the terms of this Agreement.

8.2 Lead Information. "Lead Information" means all Consumer Information and Enrichment Data delivered to or accessed by Lead Buyer, including all "nonpublic personal information" as defined in the Gramm-Leach-Bliley Act, 15 U.S.C. § 6801 et seq. ("GLBA"), and implementing regulations.

8.3 Confidentiality Obligations. Each Party will:

(a) hold the other Party's Confidential Information in confidence and protect it with at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care;

(b) use the other Party's Confidential Information solely for purposes of performing under this Agreement; and

(c) not disclose the other Party's Confidential Information to any third party, except to its employees, contractors, and advisors with a need to know who are bound by written confidentiality obligations at least as protective as those in this Agreement.

8.4 Exceptions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was known to the receiving Party prior to disclosure; (c) is independently developed by the receiving Party without reference to the disclosing Party's Confidential Information; (d) is received from a third party without confidentiality restriction; or (e) is disclosed pursuant to legal process, provided the receiving Party gives prompt notice (where lawful) and cooperates in any effort to limit disclosure.

8.5 Data Security. Lead Buyer will maintain reasonable and appropriate administrative, technical, and physical safeguards to protect Lead Information against accidental loss and unauthorized access, use, disclosure, alteration, or destruction, including encryption of Lead Information at rest and in transit, access controls limited to personnel with a need to know, secure deletion procedures, employee training, and a written information security program where required by applicable law.

8.6 Security Breach Notification. Lead Buyer will notify Leads Up AI in writing within forty-eight (48) hours of becoming aware of any actual or reasonably suspected unauthorized access, use, loss, disclosure, alteration, or destruction of Lead Information ("Security Breach"). Lead Buyer will cooperate fully with Leads Up AI in investigating, mitigating, and complying with any applicable notification obligations relating to the Security Breach. Lead Buyer will bear all costs of any required Consumer notifications, regulatory filings, credit monitoring, and remediation arising from a Security Breach in Lead Buyer's possession or control.

8.7 Return or Destruction. Upon expiration or termination of this Agreement, or upon request by Leads Up AI, Lead Buyer will, at Leads Up AI's option, return or securely destroy all Lead Information in Lead Buyer's possession or control, except (a) Lead Information for which Lead Buyer has an ongoing legitimate business need to retain (such as completed transactions and legal records), and (b) backup copies retained in the ordinary course that are not readily accessible. Lead Information retained under this Section remains subject to the confidentiality and security obligations of this Agreement.

9. Lead Returns, Refunds, and Replacements

9.1 Refund and Lead Replacement Policy Controls. All Lead returns, refunds, credits, and replacements are governed exclusively by the Refund and Lead Replacement Policy, which is incorporated by reference into this Agreement. Lead Buyer must submit any return, refund, credit, or replacement request through the procedures and within the time windows set forth in the Refund and Lead Replacement Policy. Failure to submit a request in the manner and time required constitutes a waiver.

9.2 Sole Discretion. Leads Up AI has sole discretion in determining whether a Lead qualifies for a refund, credit, or replacement under the Refund and Lead Replacement Policy. A Lead is not invalid solely because the Consumer later changes their mind, becomes unresponsive, declines an offer, has a property that does not match Lead Buyer's preferences, or for any other reason not specifically covered by the Refund and Lead Replacement Policy.

9.3 Final Sale Leads. Final Sale Leads are not eligible for return, refund, credit, or replacement under any circumstances, as set forth in the ToS Section 7.

9.4 Effect of High Return Rates. Leads Up AI may take into account Lead Buyer's return-request history when prioritizing bid delivery, evaluating account standing, and determining ongoing eligibility for the Services. Consistently high return rates may result in lower bid prioritization or, in extreme cases, suspension or termination of Lead Buyer's Account.

10. Lead Buyer Representations and Warranties

Lead Buyer represents, warrants, and covenants to Leads Up AI that, as of the effective date of this Agreement and continuously throughout the term:

Lead Buyer has full power and authority to enter into and perform this Agreement;

Lead Buyer is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation;

Lead Buyer holds all licenses, permits, registrations, and certifications required to conduct its business in each jurisdiction in which it operates or in which it will contact Leads, including any real estate, wholesaling, or broker licenses where required;

Lead Buyer will comply with all applicable federal, state, and local laws, regulations, and rules in performing under this Agreement and in using Leads, including those referenced in Section 7;

there are no investigations, inquiries, actions, audits, complaints, or proceedings pending or, to Lead Buyer's knowledge, threatened against Lead Buyer or any of its affiliates before any court, governmental agency, regulator, or self-regulatory body relating to TCPA, DNC, telemarketing, texting, email marketing, consumer protection, fair housing, or real estate licensing; and Lead Buyer is not subject to any consent order, settlement, or judgment relating to any of the foregoing;

Lead Buyer will promptly notify Leads Up AI in writing of the commencement of any investigation, inquiry, action, audit, complaint, or proceeding described in clause (e), regardless of outcome;

all information provided by Lead Buyer in connection with Account registration, payment method, and Lead delivery integrations is true, accurate, current, and complete; and

Lead Buyer will use Leads only for the Permitted Use and in accordance with this Agreement.

11. Leads Up AI Representations and Warranties

11.1 Authority. Leads Up AI represents and warrants that it has full power and authority to enter into and perform this Agreement.

11.2 Lead Sourcing. Leads Up AI uses commercially reasonable efforts to generate Leads through its own marketing activities, the Sites, and approved third-party sources, and to obtain Consumer submissions through forms that include consent language for Consumer contact. Leads Up AI uses third-party consent-verification technologies (such as TrustedForm, Jornaya LeadiD, or equivalent services) to independently document Consumer consent at the point of submission. Lead Buyer acknowledges, however, that Leads Up AI makes no representation that any specific Lead's consent is sufficient for any specific form of contact that Lead Buyer intends to make, and that Lead Buyer remains solely responsible for its own compliance as set forth in Section 7.

11.3 Enrichment Data, As Is. Enrichment Data is sourced from public records, third-party data providers, and proprietary skip-tracing methods, and is provided on an "as is, as available" basis with all faults. Leads Up AI makes no warranty, express or implied, regarding the accuracy, completeness, currency, or suitability of Enrichment Data, and neither Leads Up AI nor its data providers are responsible for errors, omissions, or misrepresentations in Enrichment Data. Lead Buyer is solely responsible for independently verifying Enrichment Data before use.

11.4 General Disclaimer. Except as expressly set forth in this Agreement, the ToS, or the Refund and Lead Replacement Policy, Leads Up AI disclaims all warranties, express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and title.

12. Term and Termination

12.1 Term. This Agreement begins on the date Lead Buyer creates an Account, funds a Bid Deposit, accepts this Agreement electronically, or otherwise begins using the Services for Lead purchases, whichever is earliest, and continues until terminated as provided below.

12.2 Termination for Convenience. Either Party may terminate this Agreement for any reason or no reason upon twenty-four (24) hours' prior written notice (including email notice) to the other Party.

12.3 Termination for Cause by Leads Up AI. Leads Up AI may suspend or terminate this Agreement immediately and without notice for:

(a) any material breach of this Agreement, the ToS, the Privacy Policy, or the Refund and Lead Replacement Policy by Lead Buyer;

(b) any violation of Section 4 (Permitted Use and Restrictions), Section 7 (TCPA/DNC/Marketing Compliance), or Section 8 (Confidentiality and Data Security);

(c) any chargeback or payment reversal initiated in violation of the ToS Section 8.5;

(d) Lead Buyer's failure to maintain the required Bid Deposit or to pay any amount when due;

(e) Lead Buyer's insolvency, bankruptcy, assignment for the benefit of creditors, or cessation of business; or

(f) any fraudulent, illegal, or harmful conduct by Lead Buyer or any person acting on Lead Buyer's behalf.

12.4 Effect of Termination. Termination does not relieve Lead Buyer of any obligation to pay amounts already accrued or to comply with any surviving provision. The following Sections survive termination: 1.2, 4, 6.4, 6.8, 6.9, 7, 8, 9.3, 10, 11.3, 11.4, 12.4, 13, 14, 15, and 16.

12.5 Account Balance on Termination. On termination, any positive Account balance is treated as set forth in the ToS, the Refund and Lead Replacement Policy, and Section 6.7(d) regarding Referral Credits. Bid Deposit funds previously applied to Lead purchases are not refundable. Earned but unapplied Referral Credits are forfeited.

13. Indemnification

13.1 Lead Buyer Indemnity. Lead Buyer agrees to defend, indemnify, and hold harmless Leads Up AI and its members, managers, officers, directors, employees, agents, affiliates, successors, and assigns ("Leads Up AI Indemnitees") from and against any and all third-party claims, demands, actions, investigations, fines, penalties, settlements, judgments, statutory damages, liabilities, losses, attorneys' fees, and costs arising out of or relating to:

(a) Lead Buyer's breach of this Agreement, the ToS, the Privacy Policy, or the Refund and Lead Replacement Policy;

(b) Lead Buyer's use of, or inability to use, any Lead, Consumer Information, or Enrichment Data;

(c) any communication directed to a Lead by Lead Buyer or anyone acting on Lead Buyer's behalf, including any actual or alleged violation of TCPA, FCC rules, the Telemarketing Sales Rule, any DNC registry or list, CAN-SPAM, any state telemarketing or texting law, any carrier or messaging-aggregator policy, or any other law or rule governing outbound communications;

(d) Lead Buyer's violation of any applicable law, regulation, license requirement, or right of any third party;

(e) any Security Breach in Lead Buyer's possession or control;

(f) any chargeback or payment reversal initiated by Lead Buyer in violation of the ToS Section 8.5; and

(g) any negligent, reckless, fraudulent, or willful act or omission by Lead Buyer or anyone acting on Lead Buyer's behalf.

13.2 Mutual Indemnity for Breach. Each Party agrees to defend, indemnify, and hold harmless the other Party from and against third-party claims arising out of the indemnifying Party's breach of its representations and warranties in this Agreement, subject to the limitations in Section 14.

13.3 Procedure. The indemnifying Party's obligations are conditioned on the indemnified Party: (a) giving prompt written notice of the claim; (b) granting the indemnifying Party reasonable control of the defense and settlement, provided that no settlement may impose any non-monetary obligation, admission of liability, or material ongoing burden on the indemnified Party without the indemnified Party's prior written consent; and (c) providing reasonable cooperation in the defense, at the indemnifying Party's expense.

14. Limitation of Liability

14.1 Excluded Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCEPT FOR THIRD-PARTY INDEMNITY CLAIMS UNDER SECTION 13, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR ANTICIPATED SAVINGS, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STATUTE, OR OTHERWISE), AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Liability Cap. EXCEPT FOR THIRD-PARTY INDEMNITY CLAIMS UNDER SECTION 13, LEADS UP AI'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, FOR ALL CLAIMS COMBINED, WILL NOT EXCEED THE GREATER OF: (a) THE AMOUNTS PAID BY LEAD BUYER TO LEADS UP AI UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (b) ONE HUNDRED U.S. DOLLARS ($100.00).

14.3 Cybersecurity Cap. FOR ANY CLAIM ARISING OUT OF A SECURITY BREACH, UNAUTHORIZED ACCESS, OR OTHER CYBERSECURITY EVENT, LEADS UP AI'S TOTAL LIABILITY IS FURTHER CAPPED AT THE LESSER OF (i) THE CAP IN SECTION 14.2 OR (ii) THE PROCEEDS ACTUALLY RECEIVED UNDER ANY APPLICABLE CYBER-INSURANCE POLICY MAINTAINED BY LEADS UP AI.

14.4 Basis of Bargain. Lead Buyer acknowledges that the disclaimers and limitations in this Agreement, the ToS, and the Refund and Lead Replacement Policy are an essential basis of the bargain between the Parties and that Leads Up AI would not enter into this Agreement without them.

15. Dispute Resolution

15.1 Incorporation of ToS Dispute Resolution. All disputes, claims, and controversies arising out of or relating to this Agreement, including its interpretation, validity, breach, or termination, are subject to the dispute-resolution provisions set forth in the ToS Section 16, which are incorporated by reference into this Agreement, including:

(a) binding arbitration before the American Arbitration Association in or nearest to Hennepin County, Minnesota;

(b) the class action waiver;

(c) the carve-out permitting either Party to seek temporary or preliminary injunctive or equitable relief in court in aid of arbitration or to protect intellectual property or confidential information;

(d) the carve-out permitting Leads Up AI to bring a collections action in court to recover unpaid fees, chargeback amounts, or related amounts owed; and

(e) the one (1) year limitations period for bringing claims.

15.2 Governing Law. This Agreement is governed by the laws of the State of Minnesota, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16. Miscellaneous

16.1 Notices. Notices to Leads Up AI must be sent to the address or email at the top of this Agreement. Leads Up AI may give notice to Lead Buyer at the email or postal address associated with the Account, or by posting on the Sites or in the Dashboard.

16.2 Assignment. Lead Buyer may not assign or transfer this Agreement, in whole or in part, whether by operation of law, change of control, or otherwise, without Leads Up AI's prior written consent. Any attempted assignment in violation of this Section is void. Leads Up AI may assign this Agreement freely.

16.3 Independent Contractors. The Parties are independent contractors. This Agreement does not create any agency, partnership, joint venture, employment, or fiduciary relationship.

16.4 No Third-Party Beneficiaries. This Agreement is for the exclusive benefit of the Parties and their permitted successors and assigns. No third party has any rights under this Agreement.

16.5 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be reformed to the minimum extent necessary to be enforceable.

16.6 No Waiver. Failure to enforce any provision is not a waiver of that provision or any other.

16.7 Force Majeure. Neither Party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, internet or carrier outages, payment processor failures, government actions, labor disputes, or pandemic-related disruptions.

16.8 No Publicity. Neither Party will issue any press release or public announcement regarding this Agreement or the relationship between the Parties without the other Party's prior written consent, except as required by applicable law.

16.9 Headings. Section headings are for convenience only and do not affect interpretation.

16.10 Entire Agreement. This Agreement, together with the ToS, the Privacy Policy, the Refund and Lead Replacement Policy, and any executed order form, invoice, or campaign agreement, constitutes the entire agreement between the Parties regarding the subject matter and supersedes all prior agreements and understandings.

16.11 Counterparts; Electronic Acceptance. This Agreement may be executed in counterparts. Lead Buyer's acceptance may be evidenced by clicking "I agree," checking an acceptance box, creating an Account, funding a Bid Deposit, placing a bid, or purchasing a Lead, each of which constitutes a legally binding signature. A facsimile, scan, or electronic copy of this Agreement or any signature has the same effect as an original.

By creating an Account, funding a Bid Deposit, placing a bid, or purchasing a Lead, Lead Buyer acknowledges that it has read, understood, and agreed to this Lead Purchase Agreement, the Leads Up AI Terms of Service, the Leads Up AI Privacy Policy, and the Leads Up AI Refund and Lead Replacement Policy.

For questions about this Agreement, contact leadsadmin@leadsupai.com or call (612) 662-5244.

Leads Up AI

Exclusive, real-time motivated seller leads for serious real estate investors.