This Master Services Agreement and Terms of Service (this "Agreement") is entered into between Leap Agentic LLC, a Wyoming limited liability company ("Company," "we," "us," or "our"), and the entity or individual accepting this Agreement ("Client," "you," or "your"). This Agreement governs access to and use of all services provided by Company through leapagentic.io and related channels, including its Transformation, Factory, Ops Setup, and Expert Audit services (collectively, the "Services"). Payments are processed by Stripe, Inc. ("Stripe"), an independent third-party payment processor; by proceeding to payment, Client also agrees to Stripe's applicable terms of service available at stripe.com/legal.
1. Definitions
"Acceptance Criteria" means the specific, binary, and testable conditions listed in an approved Engagement Brief that a Deliverable must satisfy to be deemed accepted.
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
"AI Tools" means artificial intelligence-assisted software development tools, including but not limited to Anthropic's Claude Code, Cursor, Windsurf, and similar large language model-based coding assistants used by Company Personnel in delivering the Services.
"Applicable Data Protection Law" means, as applicable: (a) the EU General Data Protection Regulation (Regulation 2016/679) ("GDPR"); (b) the UK GDPR and the UK Data Protection Act 2018; and (c) the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (collectively, "CCPA"), together with all implementing regulations, guidance, and binding decisions.
"Background IP" means all pre-existing intellectual property, tools, libraries, frameworks, AI prompting methodologies, the Leap protocol, development patterns, internal tooling, and know-how owned or licensed by Company prior to or independently of any engagement.
"Business Day" means Monday through Friday, excluding United States federal holidays.
"Change Order" means a written amendment to an approved Engagement Brief, agreed by both parties prior to implementation, that modifies scope, Acceptance Criteria, or delivery timeline.
"Client Data" means any data, content, or information submitted to, processed by, or accessible to Company in connection with the Services on behalf of Client.
"Client Dependencies" means credentials, API keys, access credentials, repository access, sample data, staging environments, approvals, or other items listed in an Engagement Brief as required from Client prior to work initiation.
"Company Personnel" means all employees, contractors, and agents of Company who perform or manage the Services.
"Controller" has the meaning given in the GDPR.
"Deliverable" means the specific output or work product described in an approved Engagement Brief, including code, tests, specifications, documentation, and scorecards.
"Effective Date" means the date Client first accepts this Agreement through any method described in Section 2.1, including clicking "I Agree," checking the acceptance checkbox, executing an Order Form incorporating this Agreement, providing written acceptance, or completing payment after receiving this Agreement, whichever is earliest.
"Engagement Brief" means the written scope document prepared and delivered by Company and approved by Client prior to commencement of each engagement, specifying Deliverables, Acceptance Criteria, out-of-scope items, Client Dependencies, and delivery timeline.
"Expert Audit" means the $500 flat-fee diagnostic service described in Section 3.4.
"Factory" means the subscription development service for founders described in Section 3.2.
"Foreground IP" means all Deliverables, code, software, tests, specifications, and work product created by Company specifically and exclusively for Client pursuant to an Engagement Brief.
"Ops Setup" means the one-session agentic operations installation service described in Section 3.3.
"Order Form" means Company's written or electronic confirmation of a subscription plan, one-time service, and associated fees.
"Personal Data" has the meaning given in the GDPR.
"Processor" has the meaning given in the GDPR.
"Review Period" means the forty-eight (48) Business Hour period commencing at 9:00 AM Company time on the first Business Day following delivery of a Deliverable.
"Service Credit" means a non-cash, non-transferable credit applied to Client's next invoice.
"Transformation" means the subscription modernization service for existing engineering teams described in Section 3.1.
2. Acceptance; Binding Agreement
2.1 Acceptance Mechanism
Client may accept this Agreement through any of the following methods, each of which constitutes binding acceptance:
(a) Click-through acceptance: Checking the mandatory acceptance checkbox stating "I have read and agree to the Terms of Service" on Company's website and proceeding to payment or service activation;
(b) Order Form execution: Executing an Order Form that incorporates this Agreement by reference — Client's signature on any Order Form referencing this Agreement constitutes acceptance of all terms of this Agreement as of the date of the Order Form;
(c) Written acceptance: Replying to a communication from Company containing or linking to this Agreement with express written acceptance (including email confirmation);
(d) Payment after receipt: Completing payment for any Service after receiving a copy of or link to this Agreement, where the payment communication states that payment constitutes acceptance.
Each method is equally binding. Where multiple acceptance events occur, the earliest constitutes the Effective Date.
2.2 Authority to Bind
By accepting through any method described in Section 2.1, you represent that: (a) you are at least eighteen (18) years of age; (b) you have full authority to bind yourself or the entity on whose behalf you are accepting; and (c) acceptance creates a valid, binding obligation enforceable against Client in accordance with its terms.
2.3 Record of Acceptance
Company maintains records of each acceptance event, which may include: system logs of click-through acceptance (date, time, IP address, and account identifier), executed Order Forms, email correspondence containing written acceptance, or payment records following delivery of this Agreement. These records constitute conclusive evidence of the time, method, and identity of acceptance. Client may request a copy of its acceptance record by written request to Company.
2.4 Updates to Agreement
Company may update this Agreement from time to time. Material changes will be provided with at least thirty (30) days' advance written notice to existing Clients. Client's continued use of the Services after the stated effective date of any update constitutes acceptance of the updated terms.
3. Services
3.1 Transformation (Existing Teams)
Transformation is a month-to-month subscription service for engineering teams of 20–200 engineers. Company installs an agent-native development workflow into Client's existing team, including spec-driven delivery, governed agentic data access, process compression, and AI management tooling. Pricing ranges from $25,000–$80,000 per month as set out in the applicable Order Form. Transformation subscriptions require fourteen (14) days' prior written notice for cancellation by either party. Client retains all specifications and tests generated during the engagement. No vendor lock-in; Deliverables are compatible with any agent or stack.
3.2 Factory (Founders)
Factory is a month-to-month subscription service for seed-funded founders with a working prototype who require end-to-end production delivery. Company delivers production-ready software on a continuous subscription basis, including infrastructure setup, AI management layer, and weekly shipping cadence. Pricing ranges from $15,000–$50,000 per month as set out in the applicable Order Form. Factory subscriptions require fourteen (14) days' prior written notice for cancellation by either party. Client retains all specifications, tests, and Deliverables. No vendor lock-in; any agent or stack supported.
3.3 Ops Setup
Ops Setup is a one-session, fixed-fee installation service. Company installs and configures the Leap Ops Stack — including vault, MCP, transcription, and co-work tooling — for Client's team. The done-for-you fee is $5,000, payable in full prior to session commencement. A DIY version is available free of charge at github.com/safitudo/leap-ops-stack. The Ops Setup fee is non-refundable upon completion of the session. Ops Setup includes a scaling playbook. No ongoing subscription is created by an Ops Setup engagement unless separately agreed in writing.
3.4 Expert Audit
The Expert Audit is a $500 flat-fee diagnostic service. Company delivers: (a) a signed scorecard assessing Client's codebase and development process across twelve dimensions; (b) a written action plan; and (c) a sixty (60) minute debrief session. Turnaround is twenty-four (24) hours from receipt of all required Client materials. The Expert Audit fee is payable in full prior to commencement and is non-refundable. The audit scorecard may recommend that the engagement is not a fit for Company's services; such a determination does not entitle Client to a refund. Client is solely responsible for acting on audit findings.
3.5 Free Open-Source Tools
Company makes the following tools available free of charge under open-source licenses at github.com/safitudo: leap-audit (diagnostic prompts and scorecard), leap-skill (Claude Code plugin), leap-ops-stack (vault/MCP/transcription setup), and meeting-transcriber (OBS/Deepgram integration). These tools are provided "AS IS" with no warranty, support, or liability of any kind. Use of these tools is governed solely by their respective open-source licenses and not by this Agreement.
3.6 Modifications to Services
Company may modify, discontinue, or add features to the Services upon thirty (30) days' written notice. If a material modification adversely affects an active subscription, Client may terminate within thirty (30) days of notice without penalty.
4. Fees, Payment, and Billing
4.1 Fees
Client agrees to pay the fees set forth in the applicable Order Form or as displayed at checkout ("Fees"). All Fees are stated in U.S. dollars and are non-refundable. Company reserves the right to adjust Fees upon sixty (60) days' written notice for active subscriptions.
4.2 Payment Processing
Payments are processed by Stripe, Inc. By providing payment credentials, Client authorizes Company to instruct Stripe to charge Client's designated payment method for all Fees when due. Company is not responsible for errors or outages arising from Stripe's systems. Client is responsible for maintaining valid, current payment credentials.
4.3 Billing Cycle
Transformation and Factory subscription fees are billed monthly in advance on the subscription anniversary date. Ops Setup and Expert Audit fees are billed in full prior to commencement.
4.4 Auto-Renewal
Month-to-month subscriptions continue until cancelled with fourteen (14) days' written notice as described in Sections 3.1 and 3.2. Company will provide written notice of the upcoming renewal no fewer than seven (7) days in advance.
4.5 Late Payment
Amounts not paid within ten (10) days of the invoice due date accrue interest at one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower. Company may suspend Services upon seven (7) days' written notice of non-payment. Client is responsible for all reasonable costs of collection, including attorneys' fees.
4.6 Disputed Invoices
Client must notify Company in writing of any good-faith invoice dispute within ten (10) days of receipt. Undisputed amounts remain due. The parties will attempt to resolve disputes informally within fifteen (15) days.
4.7 Taxes
All Fees are exclusive of taxes. Client is responsible for all applicable taxes excluding taxes on Company's net income.
4.8 Service Credits
Service Credits are non-cash, non-transferable credits applied to Client's next invoice. Service Credits have no cash value, cannot be redeemed for cash, and expire thirty (30) days following termination of this Agreement. The maximum aggregate Service Credits that may accrue in any single calendar month, from all sources (including late delivery under Section 5.5 and any Service Level Agreement), shall not exceed twenty percent (20%) of that month's Fee. By accepting this Agreement, Client expressly waives the right to initiate any payment network chargeback in respect of amounts covered by a Service Credit remedy.
4.9 No Refunds
All Fees are non-refundable. We do not offer refunds for any reason, including cancellation, unused capacity within a billing period, dissatisfaction with Deliverables, or early termination, except as strictly required by applicable law. Service Credits issued under this Agreement are the sole remedial mechanism available to Client and do not constitute a refund.
5. Engagement Framework
5.1 Engagement Brief
Prior to commencement of any billable engagement, Company shall prepare and deliver to Client an Engagement Brief specifying: (a) a clear description of the Deliverable; (b) three (3) to five (5) Acceptance Criteria, each specific, binary, and objectively testable; (c) an Out-of-Scope Items list; (d) a complete Client Dependencies list with deadlines; (e) the delivery format; and (f) the delivery timeline. Work shall not begin until Client provides written approval of the Engagement Brief.
5.2 Client Dependencies
Client is responsible for delivering all Client Dependencies listed in the Engagement Brief by the stated deadline. If Client fails to deliver any Client Dependency on time: (a) the delivery timeline is automatically extended by one (1) Business Day for each Business Day of delay; (b) no Service Credit accrues during any such extension; and (c) Company will notify Client in writing of the extension.
5.3 Delivery and Acceptance
Company shall deliver each Deliverable in the format specified in the approved Engagement Brief. The Deliverable is deemed accepted ("Accepted") upon the earliest of: (a) Client's express written acceptance; (b) Client's deployment or use of any portion of the Deliverable in any production or customer-facing environment; or (c) expiration of the Review Period without a valid Dispute Notice. Upon Acceptance, the applicable invoice is due and payable.
5.4 Dispute Notice
To dispute Acceptance, Client must submit a written Dispute Notice before expiration of the Review Period identifying: (i) the specific Acceptance Criterion not satisfied; (ii) the actual behavior observed; and (iii) the expected behavior per the Engagement Brief. Disputes based on requirements not listed in the Engagement Brief, aesthetic preferences, or out-of-scope items are invalid. Company will acknowledge a valid Dispute Notice within four (4) Business Hours and schedule a remedy engagement at no charge within three (3) Business Days.
5.5 Late Delivery Credit
If Company fails to deliver by the agreed timeline (as may be extended per Section 5.2), Client shall automatically receive a Service Credit equal to fifty percent (50%) of that engagement's applicable fee. The Service Credit is Client's sole and exclusive remedy for late delivery.
5.6 Change Orders
Any change to scope, Acceptance Criteria, or delivery timeline after Engagement Brief approval requires a written Change Order agreed by both parties. Company is not obligated to accept a Change Order request.
6. Term and Termination
6.1 Term
This Agreement commences on the Effective Date and continues until all subscriptions and engagements have been terminated or expired.
6.2 Subscription Termination
Either party may terminate a Transformation or Factory subscription by providing fourteen (14) days' prior written notice. Fees for the billing period in which notice is given remain due and payable in full.
6.3 Termination for Cause
(a) By Client. Client may terminate for cause if: (i) Company fails to deliver on three (3) or more consecutive scheduled deliveries without remedying within three (3) Business Days; (ii) Company delivers a Deliverable containing a material security vulnerability that Company fails to remediate within fourteen (14) days of written notice; or (iii) Company becomes insolvent or has a receiver appointed. Client must provide written notice and allow a fourteen (14) day cure period before termination is effective.
(b) By Company. Company may terminate immediately upon written notice if: (i) Client fails to pay any undisputed amount within seven (7) Business Days of written notice; (ii) Client materially breaches Section 9 (Confidentiality), Section 12 (Non-Solicitation), or Section 15 (Acceptable Use); (iii) Client provides false information; or (iv) Client becomes insolvent or files for bankruptcy.
6.4 Effect of Termination
Upon termination or expiration: (a) all outstanding invoices become immediately due; (b) Service Credits expire thirty (30) days after termination; (c) each party shall promptly return or certify destruction of the other party's Confidential Information; (d) Company shall return or delete Client Data within thirty (30) days; (e) assigned Foreground IP for fully paid engagements remains Client's property; (f) licenses to Background IP terminate immediately; and (g) Company will provide up to thirty (30) days of transition assistance at its then-current daily rate upon Client's written request. Sections 4, 7, 8, 9, 12, 13, 14, 15, 16, 17, and 18 survive termination.
7. Intellectual Property
7.1 Assignment of Foreground IP
Subject to full payment of all applicable Fees, Company assigns and transfers to Client all right, title, and interest in and to the Foreground IP, including all copyrights, patent rights, and trade secret rights. Company represents that it has, or will obtain prior to delivery, all rights necessary to make such assignment.
7.2 AI-Generated Content
Client acknowledges that some or all Foreground IP may be generated in whole or in part using AI Tools. AI-generated outputs may not be independently copyrightable under current United States copyright law. Accordingly, in addition to the assignment in Section 7.1, Company grants Client a perpetual, irrevocable, worldwide, royalty-free license to all AI-generated components of Foreground IP to the maximum extent permitted by applicable law.
7.3 Background IP License
Company retains all right, title, and interest in Background IP, including the Leap protocol and all associated methodologies. To the extent any Deliverable incorporates Background IP, Company grants Client a perpetual, irrevocable, non-exclusive, worldwide, royalty-free license to use such Background IP solely as incorporated into the applicable Deliverable and solely for Client's internal business operations.
7.4 Third-Party Open Source
Deliverables may incorporate open-source components. Company will identify material open-source components in the Deliverable's documentation. Client is responsible for compliance with applicable open-source licenses. Company will not incorporate open-source components requiring Client to open-source proprietary code without Client's prior written consent.
7.5 IP Representations
Company represents and warrants that, to its knowledge as of delivery: (a) Foreground IP does not infringe any third party's intellectual property rights; (b) Company has the right to grant the licenses and assignments herein; and (c) Foreground IP does not incorporate unlicensed proprietary third-party code (excluding identified open-source components).
7.6 Feedback
Client may voluntarily provide suggestions or feedback regarding the Services. Client grants Company a perpetual, irrevocable, royalty-free, worldwide license to use Feedback in Company's products and services without obligation to Client.
7.7 Reuse of Patterns
Company retains the right to reuse general development patterns, architectural approaches, and prompt engineering techniques gained in performing the Services, provided Company does not reuse Client-specific code, data, business logic, or Confidential Information.
8. Data Protection and Privacy
8.1 Roles
In performing the Services, Company acts solely as a Processor of Client Data on behalf of Client, who acts as Controller. Company processes Client Data only as necessary to perform the Services and in accordance with Client's documented instructions.
8.2 Processing Restrictions
Company shall: (a) process Client Data only on Client's documented instructions; (b) not process Client Data for any purpose other than providing the Services; (c) not sell, rent, or disclose Client Data to any third party for such third party's own purposes; (d) ensure Company Personnel who process Client Data are bound by confidentiality obligations; and (e) promptly inform Client if, in Company's opinion, an instruction violates Applicable Data Protection Law.
8.3 Security
Company shall implement and maintain appropriate technical and organizational measures to protect Client Data, including: encryption in transit and at rest; access controls; regular security assessments; and incident response procedures.
8.4 Sub-Processors
Client grants Company general authorization to engage the following categories of sub-processors: cloud infrastructure providers (e.g., AWS, Google Cloud); AI tooling providers (including Anthropic PBC); payment processors (Stripe, Inc.); and project management and communication platforms. Company will provide at least thirty (30) days' written notice of any intended change to sub-processors. If Client objects and the parties cannot resolve the objection within fourteen (14) days, Client may terminate the affected Services without penalty.
8.5 Data Subject Rights
Company shall assist Client in responding to requests from data subjects exercising rights under Applicable Data Protection Law. Company shall promptly redirect to Client any data subject requests received directly.
8.6 Security Incidents
Company shall notify Client without undue delay, and in any event within forty-eight (48) hours of discovery, of any actual or reasonably suspected unauthorized access to or loss of Client Data, including a description of the incident, categories of data affected, and measures taken to address it.
8.7 Data Retention and Deletion
Upon termination, or upon Client's earlier written request, Company shall securely delete or return all Client Data within thirty (30) days and certify deletion in writing. Company may retain Client Data longer solely to the extent required by applicable law.
8.8 Audits
Upon written request, no more than once per twelve-month period, Company shall provide a summary of any third-party security audit conducted within the prior twelve months, or cooperate with a Client-directed audit on no fewer than thirty (30) days' notice, subject to reasonable confidentiality obligations. Client bears the cost of any such audit.
8.9 GDPR Standard Contractual Clauses
To the extent Client Data includes Personal Data of EEA or UK individuals transferred to Company in the United States, the parties agree to the Module Two (Controller to Processor) Standard Contractual Clauses adopted by European Commission Decision 2021/914, and the UK International Data Transfer Addendum, each incorporated herein by reference and available upon written request. To the extent of any conflict between the SCCs and this Agreement with respect to Personal Data, the SCCs shall prevail.
8.10 CCPA Service Provider
To the extent Client is a "business" under the CCPA and Client Data includes California consumers' personal information, Company certifies that it is a "service provider" under the CCPA, that it will not retain, use, or disclose Client Data for any purpose other than performing the Services, and that it will not sell or share personal information as defined under the CCPA.
9. Confidentiality
9.1 Definition
"Confidential Information" means any non-public information disclosed by one party that is designated as confidential or that reasonably should be understood to be confidential, including business plans, financial information, source code, Client Data, Company's AI prompting methodologies, the Leap protocol implementation details, and the terms of this Agreement.
9.2 Obligations
Each party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without prior written consent; (c) use Confidential Information only to exercise rights under this Agreement; and (d) limit access to personnel with a need to know who are bound by equivalent confidentiality obligations.
9.3 Exclusions
Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no act of the Receiving Party; (b) was already known to the Receiving Party without restriction; (c) is received from a third party without restriction; or (d) is independently developed without use of Confidential Information.
9.4 Compelled Disclosure
If compelled by law to disclose Confidential Information, the Receiving Party shall provide prompt prior written notice and cooperate in seeking a protective order.
9.5 Term
Confidentiality obligations survive termination for five (5) years, except for trade secrets, which are protected indefinitely.
10. Representations and Warranties
10.1 Mutual Representations
Each party represents and warrants that: (a) it is duly organized and validly existing; (b) it has full authority to enter into this Agreement; (c) this Agreement constitutes a legal, valid, and binding obligation; and (d) performance does not violate any applicable law or other agreement.
10.2 Company Representations
Company additionally represents and warrants that: (a) it will perform the Services in a professional and workmanlike manner consistent with industry standards; (b) it has the right to grant the IP assignments and licenses in Section 7; (c) it will comply with all applicable laws in performing the Services; and (d) it will maintain adequate commercial general liability and professional liability (errors and omissions) insurance.
10.3 Client Representations
Client represents and warrants that: (a) Client owns or has the right to use all Client Data provided to Company; (b) Client's use of the Services will comply with all applicable laws; (c) Client Data does not infringe any third party's rights; and (d) Client has all necessary consents for Company to process Client Data as contemplated.
11. Disclaimer of Warranties
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10, THE SERVICES AND ALL DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE." COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT DELIVERABLES WILL MEET CLIENT'S REQUIREMENTS BEYOND THE ACCEPTANCE CRITERIA IN THE APPLICABLE ENGAGEMENT BRIEF.
12. Non-Solicitation and Anti-Poaching
12.1 Restriction
During the term and for twenty-four (24) months following the last date any Company Personnel performed Services for Client, Client shall not directly or indirectly: (a) solicit, recruit, or induce any such Company Personnel to leave Company; (b) hire or engage any such Company Personnel; or (c) assist any third party in doing the foregoing. General public job postings not specifically targeting Company Personnel do not violate this Section.
12.2 Liquidated Damages
Actual damages from a violation of Section 12.1 would be difficult to ascertain. The parties agree the following are reasonable estimates: (a) W-2 employees: twelve (12) months of the solicited employee's annualized base compensation; (b) 1099 contractors: six (6) months of the solicited contractor's annualized fees paid by Company. These amounts are payable within thirty (30) days of demand and do not preclude equitable relief.
12.3 Geographic Scope and Enforceability
The restriction in Section 12.1 is a contractual covenant between commercial parties. With respect to California-resident Company Personnel, the restriction applies only to the extent permitted under California Business and Professions Code Section 16600 and governing case law. The Restricted Period shall be adjusted on a jurisdiction-by-jurisdiction basis to the maximum extent enforceable.
13. Indemnification
13.1 By Company
Company shall defend, indemnify, and hold harmless Client from and against any third-party claim arising out of: (a) Company's infringement of any third party's intellectual property rights by the Foreground IP as delivered (excluding claims arising from Client's modifications); or (b) Company's gross negligence or willful misconduct.
13.2 By Client
Client shall defend, indemnify, and hold harmless Company from and against any third-party claim arising out of: (a) Client Data; (b) Client's use of Deliverables in violation of applicable law or this Agreement; (c) Client's breach of Section 10.3; or (d) Client's products or services that incorporate Deliverables.
13.3 Procedure
The indemnified party must: (a) promptly notify the indemnifying party in writing; (b) grant the indemnifying party sole control of the defense; and (c) provide reasonable cooperation at the indemnifying party's expense.
14. Limitation of Liability
14.1 Exclusion of Consequential Damages
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND REGARDLESS OF THE THEORY OF LIABILITY.
14.2 Aggregate Cap
EXCEPT FOR THE UNCAPPED OBLIGATIONS IN SECTION 14.3, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE FEES ACTUALLY PAID BY CLIENT TO COMPANY IN THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
14.3 Uncapped Obligations
The following obligations are not subject to the cap or consequential damages exclusion: (a) Company's IP indemnification obligations under Section 13.1(a); (b) either party's liability for death or bodily injury caused by negligence; (c) either party's liability for fraud or fraudulent misrepresentation; (d) Company's liability arising from a material breach of Section 8 resulting in a Security Incident; and (e) Client's obligation to pay Fees due under this Agreement.
14.4 Essential Basis of Bargain
The parties acknowledge that the limitations in this Section 14 reflect a reasonable allocation of risk and form an essential element of the basis of the bargain. Company would not have entered into this Agreement absent such limitations.
15. Acceptable Use
Client shall not use the Services or any Deliverable: (a) in violation of any applicable law or regulation; (b) to develop weapons systems, surveillance technologies targeting protected classes, or applications designed to harm individuals; (c) to process data in violation of Applicable Data Protection Law; (d) to infringe or misappropriate any third party's intellectual property; or (e) to reverse-engineer, decompile, or derive Company's Background IP, AI prompting methodologies, the Leap protocol internals, or proprietary tooling. Client is solely responsible for ensuring its use of Deliverables complies with all applicable laws.
16. Independent Contractor
Company is an independent contractor and not an employee, partner, joint venturer, or agent of Client. Company retains the right to control the manner and means of performing the Services. Company Personnel are not entitled to participate in any Client employee benefit plans. Client is not authorized to make commitments on behalf of Company.
17. Dispute Resolution and Arbitration
17.1 Informal Resolution
Before initiating arbitration, the disputing party shall provide written notice describing the dispute. The parties shall attempt to resolve the dispute through good-faith negotiation for thirty (30) days following such notice.
17.2 Binding Arbitration
Except as provided in Sections 17.5 and 17.6, any dispute arising out of or relating to this Agreement shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, by a single neutral arbitrator with experience in commercial software contracts. The seat of arbitration shall be Sheridan, Wyoming. Proceedings may be conducted by videoconference upon request.
17.3 Class Action Waiver
EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF DIFFERENT PARTIES. If this waiver is unenforceable as to a particular claim, that claim shall be severed and proceed in a court of competent jurisdiction while remaining claims proceed in arbitration.
17.4 Small Claims
Either party may bring an individual claim in a small claims court of competent jurisdiction in lieu of arbitration, provided the claim qualifies under applicable jurisdictional thresholds.
17.5 Injunctive Relief
Either party may seek emergency or temporary injunctive relief from a court of competent jurisdiction without first completing the informal resolution period, solely to prevent irreparable harm, including to enforce confidentiality obligations, protect intellectual property rights, or enforce Section 12.
17.6 Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of laws principles. For any claims not subject to arbitration, the parties consent to exclusive jurisdiction in the state or federal courts located in Sheridan County, Wyoming.
17.7 Arbitration Costs
Costs shall be allocated per the AAA fee schedule. Each party bears its own attorneys' fees, except that the arbitrator may award fees to the prevailing party if the losing party's claims were frivolous or brought in bad faith.
17.8 Confidentiality of Proceedings
The parties shall keep confidential the existence, content, and outcome of any arbitration proceeding, except as necessary to enforce an award or as required by law.
18. General Provisions
18.1 Force Majeure
Neither party shall be liable for failure or delay in performance (other than payment obligations) caused by circumstances beyond reasonable control, including natural disasters, acts of war, government actions, pandemics, or internet outages. If a Force Majeure Event affecting Company continues for more than fifteen (15) Business Days, Client may terminate the affected engagement without penalty and Company shall issue a Service Credit for pre-paid Fees attributable to undelivered work.
18.2 Assignment
Neither party may assign this Agreement without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of all or substantially all assets, provided the assignee assumes all obligations hereunder. Any purported assignment in violation of this Section is void.
18.3 Notices
All notices must be in writing and delivered by: (a) email to the address on file, with written confirmation of receipt; or (b) nationally recognized overnight courier with confirmation of delivery. Legal notices to Company shall be addressed to: Leap Agentic LLC, 30 N Gould St, Ste N, Sheridan, WY 82801, Attn: David Pierini, MBR / legal@leapagentic.io.
18.4 Entire Agreement
This Agreement, together with all Order Forms, Engagement Briefs, and Change Orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior representations, understandings, and agreements.
18.5 Severability
If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary or severed, and the remaining provisions shall continue in full force.
18.6 Waiver
No waiver is effective unless in writing. Failure to enforce any provision does not constitute a waiver of the right to enforce it in the future.
18.7 No Third-Party Beneficiaries
This Agreement is for the sole benefit of the parties and their permitted successors and assigns.
18.8 Electronic Signatures and Records
Electronic signatures and click-through acceptances are legally binding and enforceable under the U.S. E-SIGN Act and UETA. Company's electronic records of acceptance, Engagement Brief approvals, and Change Orders constitute conclusive evidence of the matters recorded.
18.9 Independent Contractor Relationship
Nothing in this Agreement creates a partnership, joint venture, employment, franchise, or agency relationship. Neither party has authority to bind the other.
18.10 Export Compliance
Each party shall comply with all applicable export control and sanctions laws. Client represents that it is not located in, under the control of, or a national of any country subject to U.S. trade embargo.
18.11 Publicity
Neither party shall issue press releases or public statements regarding this Agreement without the other's prior written consent. Company may list Client's name as a customer reference on Company's website and marketing materials unless Client provides written objection.
18.12 Construction
This Agreement has been negotiated by the parties and shall not be construed against either party as the drafter. "Including" means "including without limitation." "Days" means calendar days unless specified as Business Days.
Addendum A: EU and UK Data Protection
This Addendum A supplements Section 8 to the extent Company processes Personal Data of EEA or UK individuals on Client's behalf.
A.1 Client warrants that it has a valid lawful basis under GDPR Article 6 (and Article 9 for special categories) for all processing it instructs Company to perform. Client is responsible for providing required privacy notices to data subjects.
A.2 Company shall maintain records of processing activities as required by GDPR Article 30(2) and make them available to Client upon request.
A.3 Transfers of Personal Data from the EEA or UK to Company in the United States shall be governed by the Module Two SCCs incorporated by reference in Section 8.9. Company certifies it has implemented appropriate safeguards for such transfers.
A.4 Company shall provide reasonable assistance to Client in conducting data protection impact assessments required by GDPR Article 35.
A.5 To the extent Company processes Personal Data subject to the UK GDPR, the UK International Data Transfer Addendum (version B1.0) is incorporated by reference.
Addendum B: California Privacy Rights
This Addendum B applies to the extent Client's use of the Services involves Personal Information of California consumers.
B.1 Company shall: (a) not sell or share California consumers' Personal Information; (b) not retain, use, or disclose Personal Information for any commercial purpose other than performing the Services; (c) not combine Personal Information from Client with Personal Information from other sources except to perform the Services; and (d) notify Client promptly if Company determines it can no longer meet its CCPA obligations.
B.2 Client has the right, upon reasonable written notice and no more than once per twelve-month period, to take reasonable steps to stop and remediate any unauthorized use of Personal Information by Company.
Acceptance
BY CLICKING "I AGREE," CHECKING THE ACCEPTANCE CHECKBOX, EXECUTING AN ORDER FORM INCORPORATING THIS AGREEMENT, PROVIDING WRITTEN ACCEPTANCE, OR COMPLETING PAYMENT AFTER RECEIVING THIS AGREEMENT, CLIENT ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT IN ITS ENTIRETY, UNDERSTANDS ITS TERMS, AND AGREES TO BE BOUND BY ALL PROVISIONS, INCLUDING THE BINDING ARBITRATION AND CLASS ACTION WAIVER IN SECTION 17 AND THE NON-SOLICITATION PROVISIONS IN SECTION 12.
LEAP AGENTIC LLC
A Wyoming Limited Liability Company
30 N Gould St, Ste N, Sheridan, WY 82801
Legal notices: legal@leapagentic.io
Last updated: April 28, 2026
Version 1.2