Master Services Agreement — Intelligence Connect
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Master Services Agreement

The Company provides a marketing platform and the audience to operate it — Records, not leads. Records are provided as-is and un-scrubbed. The Client is solely responsible for how they are used.

Document
AGR-MASTER-001
Version
3.1
Status
Supersedes V2.0
Effective
August 14, 2026
Section 1

Parties, Scope & Acceptance

1.1 These Master Services & Data Terms (the “Terms”) govern all products and services offered by Apeiron Intelligence Group, LLC and its operating entities, including but not limited to Intelligence Connect (collectively, the “Company,” “we,” “us,” or “our”), including the business- and property-records data product, the platform, and any managed services (collectively, the “Services”). “You,” “Client,” or “your” means the individual or entity that accesses or uses the Services.

1.2 By accessing or using the Services, creating an account, executing an order or subscription, or using any Records made available through them, you agree to be bound by these Terms. If you do not agree, you may not use the Services.

1.3 If you use the Services on behalf of an organization, you represent that you are authorized to bind that organization to these Terms.

Section 2

Definitions

Services / Platform — the marketing systems, software, tools, campaigns, automations, managed services, and related services the Company makes available, together with any Records provided as part of them. Database — the aggregated business and/or property-related records, information, and derived intelligence the Company makes accessible through the Services. Records — individual entries accessed from the Database that the Client may market to. A Record is an audience entry — not a lead, and not a guarantee of interest, accuracy, or contactability. Opportunity — a Record that has responded to the Client's own marketing campaign. A Record becomes an Opportunity only upon such response. Outreach — any marketing, sales, or communication activity directed at a Record, including calls, texts, emails, mail, or messaging. Capacity — the applicable monthly Audience Intelligence Capacity and/or AI Workforce Capacity associated with the Client's subscription plan. Managed Services — optional services in which the Company assists in preparing, deploying, or operating campaigns or systems on the Client's behalf and at the Client's direction, including Performance Accelerators and managed operations engagements. Client Content — data, materials, and communications the Client uploads, creates, or sends through the Platform.

Section 3

Nature of the Service — Access & License, Not Sale; Records, Not Leads

The Company provides a marketing platform and the audience to operate it. The Company is not a lead broker, list seller, data broker, or consumer-reporting agency, and does not sell “leads.” The Services provide the Client with limited, non- exclusive, non-transferable access to and a license to use Records for the Client's own permitted business purposes. A Record becomes an Opportunity only when it responds to the Client's own campaign.

3.1 Records are provided to power the Client's marketing within the Platform. The Client — not the Company — owns its marketing and generates its own Opportunities using the Services. The Company does not transfer ownership of the Database or of any Record.

3.2 Nothing in these Terms constitutes the sale of a lead, list, or contact database. The Client acquires no right to resell, sublicense, redistribute, or re-list Records, in whole or in part, and receives only the limited license described in Section 4.

3.3 The Services may include, depending on the Client's plan and configuration: Audience Intelligence™ (audience selection, preparation, and capacity), Campaign Organizer™ (campaign creation, organization, and execution), Intelligence CRM™ (customer database, pipelines, and opportunity management), AI Workforce™ (AI voice, messaging, and automated follow- up), Opportunity Engine™ (qualification, routing, and booking), Revenue Intelligence™ (attribution and revenue reporting), Performance Intelligence (campaign and channel reporting), a Conversion Website, and optional Performance Accelerators and managed services.

Section 4

License to Use Records

4.1 Subject to these Terms and to the Client's payment of applicable fees, the Company grants the Client a limited, non- exclusive, non-transferable, revocable license to use Records solely for the Client's own lawful marketing purposes and only while the Client's subscription is active.

4.2 This is a license to use, not a sale or transfer of ownership. The Client does not acquire ownership of the Records or any underlying data, and may not resell, sublicense, redistribute, publish, or transfer Records to any other person or entity.

4.3 Upon expiration or termination of the Client's subscription, the license to use Records ends, and the Client must cease using and, on request, delete Records obtained through the Services, except where retention is required by law.

Section 5

Data Sourcing & Audience Selection

5.1 The Company compiles and maintains the Database from numerous sources, which may include publicly available internet sources, municipal, city, county, and other public records, and licensed third-party data providers. The Company does not identify, disclose, or confirm which sources contribute to any particular Record, dataset, or audience, and its sources, compilation methods, enrichment processes, and selection logic are proprietary, confidential, and constitute trade secrets of the Company.

5.2 What the Company provides is not a raw list. The Company applies its own proprietary, AI-driven audience-selection system to identify, filter, score, and assemble the audience most relevant to the Client's business, industry, service area, and stated objectives. That selection methodology — including the characteristics evaluated, the way they are weighted, and the way audiences are assembled for a given industry — is the Company's proprietary intellectual property and is not disclosed.

5.3 The Company may change, substitute, supplement, or discontinue the sources or methods it uses to compile or enrich the Database at any time, without notice, and without affecting the overall Services. The Company makes no representation regarding the continued availability of any particular source or Record, and does not represent that any Record was obtained from any particular source.

Section 6

Ownership, Confidentiality & Proprietary Information

6.1 All software, databases, filtering and segmentation methodologies, audience programs, AI selection and scoring systems, workflows, documentation, automation logic, pricing logic, and proprietary systems that comprise or support the Services remain the exclusive property of the Company. Except for the limited license expressly granted in these Terms, no ownership or intellectual-property right of any kind is transferred to the Client.

6.2 The Company's methodologies, filtering, selection and scoring logic, fulfillment workflows, platform architecture, sources, and methods are confidential and proprietary. The Client shall not disclose, reverse engineer, decompile, or attempt to derive or recreate any of the foregoing.

6.3 The Client retains ownership of its Client Content and grants the Company a license to use it as necessary to provide the Services.

Section 7

Records Provided “As Is” and Un-Scrubbed

All Records are provided “AS IS” and “AS AVAILABLE” and are delivered UN-SCRUBBED. The Company does not scrub, screen, cleanse, or suppress Records against any do-not-call registry, litigator or known-litigant suppression list, wireless- identification or reassigned-number list, consent database, or any other suppression or compliance list, and has no obligation to do so.

7.1 Records change constantly — addresses, phone numbers, ownership, and business status change over time. The Company makes no representation or warranty that any Record is accurate, current, complete, or fit for a particular purpose.

7.2 The Company disclaims all warranties, express or implied, to the fullest extent permitted by law.

Section 8

Client's Sole Responsibility for Compliance & Scrubbing

The Client is solely and fully responsible for how it uses the Records and the Services, and for compliance with all federal, state, and local laws, rules, and regulations applicable to its outreach, its industry, and its licensure. This includes all consent, suppression, do-not-contact, identification, disclosure, and record-keeping obligations. The Company does not assume, and expressly disclaims, responsibility for the Client's compliance obligations. Assistance with organizing, automating, or deploying a campaign does not transfer any compliance responsibility to the Company and does not make the Company the sender, caller, or publisher of the Client's communications.

8.1 Before contacting any Record, the Client shall, at its own expense: (a) scrub and suppress all Records against the National Do-Not-Call Registry, all applicable state do-not-call lists, internal and known-litigator suppression lists, and wireless/reassigned-number databases as applicable; (b) comply with all applicable laws governing its Outreach, including the Telephone Consumer Protection Act (TCPA), the Telemarketing Sales Rule (TSR), the CAN-SPAM Act, and applicable state telemarketing, messaging, and privacy laws, including all consent, opt-out, identification, and record-keeping requirements; (c) obtain and maintain any consents, licenses, registrations, or professional licensure required for its Outreach and its industry; and (d) promptly honor all opt-out, do-not-contact, and deletion requests it receives.

8.2 The Company does not perform any of the foregoing on the Client's behalf and has no obligation to do so. The Client is responsible for all Client Content and for all communications it sends through or outside the Platform.

8.3 The Company does not provide legal, regulatory, or compliance advice. Nothing in the Services, this Agreement, or any Company documentation, guidance, template, or communication constitutes legal advice or a legal opinion, and the Client should not rely on it as such. Suppression or do-not-call screening does not by itself make any communication legally permissible. The Client is responsible for obtaining its own legal advice regarding its outreach and its industry.

Section 9

The Company's Role; Assistance Does Not Transfer Responsibility

9.1 The Company provides the platform, the audience, and assistance in organizing, building, and automating the Client's marketing. Where the Client engages additional managed services, the Company assists in preparing, deploying, and operating campaigns on the Client's behalf and at the Client's direction. In every case the marketing is the Client's own marketing. The Client determines its offers, pricing, messaging approvals, budget, service area, and the channels it uses.

9.2 Assistance provided by the Company — including help organizing a campaign, configuring automations, drafting or suggesting content, configuring AI features, or deploying and operating campaigns under a Managed Services engagement — is provided at the Client's direction and does not make the Company the sender, caller, publisher, or advertiser of record, and does not transfer to the Company any of the Client's compliance, licensing, or regulatory obligations.

9.3 The Client is responsible for reviewing and approving offers, claims, creative, and messaging before use. Where the Company prepares content, templates, or campaign materials, the Client remains responsible for their accuracy, legality, and suitability for the Client's industry and jurisdiction.

Section 10

Managed Services & Performance Accelerators

Where the Client purchases managed services, the following applies. (a) Advertising accounts and any assets created within them remain the property of the Client unless otherwise agreed in writing. (b) Advertising spend is paid by the Client directly to the applicable advertising platform, is not held, remitted, or marked up by the Company, and is not included in any Company fee. (c) Managed-service fees are for management, configuration, and operation only. (d) The Client remains responsible for the lawfulness of its offers, claims, and creative, and for compliance with the terms and policies of each advertising, telephony, messaging, or email platform used. (e) The Company is not responsible for any suspension, restriction, disapproval, or termination imposed by a third-party platform. (f) On termination, the Company will cease managed activity and, on request, transfer or release administrative access to accounts owned by the Client; in-flight spend already committed to a platform remains the Client's obligation.

10.1 Managed Services are optional, are additive to the Client's subscription, and are provided only where expressly purchased. The scope, deliverables, and duration of any Managed Services engagement are as stated in the applicable order.

10.2 The Company may pause or decline any managed activity that it reasonably believes would violate law, platform policy, or these Terms. 10.3 Managed Operations. Managed Operations is an optional engagement available only on the Enterprise plan, in which the Company provides ongoing operational support inside the Platform on the Client’s behalf and at the Client’s direction. Scope may include CRM administration, pipeline management, campaign operation, automation oversight, database workflows, reporting, and other responsibilities defined in the applicable order. Managed Operations is not included in any plan fee, is not a Performance Accelerator, and is quoted separately based on workflow, volume, required responsibilities, and dedicated capacity. Scope, service levels, and pricing are contract-defined. 10.4 For the avoidance of doubt, the dedicated account and implementation manager included with the Enterprise plan provides relationship ownership, implementation coordination, and business reviews. That role does not constitute Managed Operations and does not include day-to-day operation of the Client’s CRM, pipeline, or campaigns. 10.5 Managed Operations does not transfer to the Company any of the Client’s obligations under Section 8. The Client remains solely responsible for compliance with all applicable law, for its offers and claims, and for the lawful use of Records, whether an activity is performed by the Client or by the Company at the Client’s direction.

Section 11

Acceptable Use & Permitted Purpose

11.1 The Client may use the Services and Records only for its own lawful business Outreach. The Client shall not: (a) resell, license, share, or redistribute Records to any other person or entity; (b) re-list, repost, or contribute Records to another database or data product; (c) use Records for any purpose covered by the Fair Credit Reporting Act (FCRA), including eligibility for credit, insurance, employment, or housing; (d) use the Services for any unlawful, deceptive, harassing, or discriminatory purpose; or (e) use the Services in violation of any applicable platform's terms or any applicable law.

Section 12

No Data Extraction

12.1 The Client shall not systematically download, export beyond its permitted use, scrape, harvest, copy, mirror, cache, archive, or otherwise attempt to reconstruct or recreate the Database or any material portion of it. Access is provided for ordinary use within the Client's Capacity, not for bulk reproduction of the Database.

Section 13

Capacity & Fair Use

13.1 Access to Records and AI features is subject to the applicable monthly Capacity associated with the Client's subscription plan. The Company may apply fair-use limits and may meter, throttle, or require additional Capacity for usage exceeding the plan's allocation.

Section 14

Non-Exclusivity

14.1 Records are provided on a non-exclusive basis. The same Record may be made available to other clients. The Client acquires no exclusive right to any Record, business, or property.

Section 15

No Guarantee of Results

The Company provides customer-acquisition infrastructure, intelligence, automation, and measurement. Actual business results depend on campaign investment, market conditions, offers and pricing, sales execution, operational capacity, service delivery, customer behavior, and other factors outside the Company's control. The Company does not guarantee appointments, opportunities, leads, sales, revenue, response rates, deliverability, or any other business outcome.

15.1 The Services are tools. Outcomes depend on the Client's own efforts, offer, market, budget, sales execution, and compliance. Any figures, models, projections, or illustrative examples provided by the Company — including planning models, funnel calculations, and sample dashboards — are illustrative only and are not predictions, projections, or guarantees of results.

15.2 Where attribution features are enabled, the Services report attributed closed revenue by tracing recorded outcomes back to the campaign and source associated with them. Attribution reflects the data captured within the Services and the outcomes the Client records; it is a measurement and reporting function and is not a representation, warranty, or guarantee of revenue earned or to be earned.

Section 16

Client Representations & Warranties

16.1 The Client represents and warrants that: (a) it will use Records solely as permitted by these Terms and applicable law; (b) it maintains its own suppression and do-not-contact processes as required by Section 8; (c) it holds all consents, registrations, licenses, and authorizations necessary for its Outreach and its industry; and (d) it is solely responsible for the content, method, timing, and legal compliance of all Outreach it conducts, whether sent by the Client or deployed with the Company's assistance at the Client's direction.

Section 17

Fees, Billing & Payment

17.1 The Client agrees to pay all fees for the Services according to the applicable order, subscription, or pricing in effect, including recurring subscription fees, one-time setup fees, managed-service fees, and usage-based charges such as communications usage and additional audience capacity.

17.2 Subscription fees are billed in advance on a recurring basis. Usage-based charges are billed as incurred from the first unit used; there is no included communications allowance unless expressly stated. Unless stated otherwise, fees are non- refundable, and setup fees are non-refundable once work has commenced.

17.3 Advertising spend paid to advertising platforms is the Client's responsibility, is paid by the Client directly to the platform, and is not held, remitted, or marked up by the Company unless expressly agreed in writing. Late or failed payments may result in suspension of the Services. The Client is responsible for applicable taxes.

Section 18

Disclaimer of Warranties

18.1 THE SERVICES AND RECORDS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT ANY PARTICULAR RESULTS, LEADS, OPPORTUNITIES, APPOINTMENTS, REVENUE, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

Section 19

Limitation of Liability

19.1 TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, OR LOST DATA, OR FOR ANY DAMAGES ARISING FROM THE CLIENT'S OUTREACH, MARKETING, OR USE OF RECORDS.

19.2 TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID BY THE CLIENT TO THE COMPANY IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

19.3 The Company is not liable for the Client's use of Records or for the Client's marketing, outreach, or communications, including any claim arising under the TCPA, TSR, do-not-call rules, CAN-SPAM, state telemarketing or messaging laws, or similar laws, and including where the Company assisted in organizing or deploying the campaign at the Client's direction.

19.4 The Company is not liable for any action taken by a third-party advertising, telephony, messaging, email, or hosting platform, including account suspension, restriction, disapproval, rate changes, or termination.

Section 20

Indemnification

20.1 To the fullest extent permitted by law, the Client shall release, defend, indemnify, and hold harmless the Company and its members, officers, employees, affiliates, and personnel from and against any and all claims, damages, penalties, fines, liabilities, and costs (including reasonable attorneys' fees) arising out of or relating to: (a) the Client's Outreach and marketing; (b) the Client's use of Records or the Services; (c) the Client's failure to scrub or suppress as required by Section 8; (d) the Client's offers, claims, or creative; or (e) the Client's breach of these Terms or violation of any law, including the TCPA, TSR, do-not-call rules, or CAN-SPAM.

Section 21

Audit & Investigation of Misuse

21.1 The Company may investigate suspected misuse of the Services and may review the Client's usage patterns to enforce these Terms.

Section 22

Suspension & Termination

22.1 These Terms apply while the Client uses the Services. Either party may terminate a subscription as stated in the applicable order or on notice.

22.2 The Company may suspend or terminate the Client's access immediately, without refund, for any breach of these Terms or for any use the Company reasonably believes to be unlawful or to create risk to the Company — including excessive downloading, automated harvesting, credential sharing, resale of Records, non-payment, or attempts to circumvent Capacity or usage limits.

22.3 On termination, the Client's license to use Records ends (Section 4.3), managed activity ceases (Section 10), and accrued fees remain payable. Sections that by their nature should survive (including Sections 5, 6, 7, 8, 9, 15, 18–20, and 24) survive termination.

Section 23

Force Majeure

23.1 The Company is not liable for any delay or failure in the Services resulting from causes beyond its reasonable control, including service or infrastructure outages, changes to external platforms, internet or hosting failures, acts of government, changes in law, or other events of force majeure.

Section 24

General Provisions

24.1 Governing law. These Terms are governed by the laws of the State of Nevada, without regard to conflict-of-laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Clark County, Nevada, except where the arbitration provision applies.

24.2 Dispute resolution. The parties will first attempt to resolve disputes in good faith. Any dispute arising out of or relating to these Terms that is not resolved in good faith within thirty (30) days shall be resolved by binding arbitration administered in Clark County, Nevada under the rules of a recognized arbitration body, before a single arbitrator, and judgment on the award may be entered in any court of competent jurisdiction. Each party waives any right to participate in a class, collective, or representative action. Either party may seek injunctive relief in court to protect its intellectual property or confidential information.

24.3 Changes to the Terms. The Company may update these Terms from time to time. Material changes will be communicated, and continued use of the Services after changes take effect constitutes acceptance.

24.4 Assignment; entire agreement; severability. The Client may not assign these Terms without the Company's consent; the Company may assign to an affiliate or successor. These Terms, together with any applicable order, are the entire agreement between the parties. If any provision is held unenforceable, the remaining provisions remain in effect.

24.5 Waiver; notices. No waiver is effective unless in writing. Notices will be provided to the contact information on file.

Section 25

Acknowledgment & Acceptance

BY USING THE SERVICES, THE CLIENT ACKNOWLEDGES THAT RECORDS ARE PROVIDED AS-IS AND UN-SCRUBBED, THAT THE COMPANY DOES NOT PERFORM DO-NOT-CALL OR SUPPRESSION SCRUBBING, THAT RECORDS ARE NON-EXCLUSIVE, THAT NO RESULTS ARE GUARANTEED, THAT THE COMPANY DOES NOT DISCLOSE ITS DATA SOURCES OR SELECTION METHODS, THAT THE COMPANY PROVIDES RECORDS AS PART OF A MARKETING PLATFORM AND DOES NOT SELL LEADS, THAT ANY ASSISTANCE OR MANAGED SERVICE IS PROVIDED AT THE CLIENT'S DIRECTION, AND THAT THE CLIENT IS SOLELY RESPONSIBLE FOR THE LEGAL COMPLIANCE OF ITS MARKETING AND OUTREACH. ________________________________ Client — Print Name ________________________________

Company / Entity ________________________________

Authorized Signature ________________________________

Date

This page reproduces AGR-MASTER-001 in full. Apeiron Intelligence Group, LLC · [email protected]