This QuoteTxt Master Subscription Agreement ("MSA" or "Agreement") is entered into by and between QuoteTxt LLC, a Delaware limited liability company ("QuoteTxt," "Provider," "we," or "us"), and the entity or individual accepting this Agreement ("Subscriber," "Contractor," "Customer," "you," or "your").

1. Definitions

"Agreement" means this MSA and all incorporated documents.

"Authorized Users" means Subscriber's employees, contractors, or agents authorized to access the Subscription Services.

"Confidential Information" means any non-public information disclosed by one party to the other, in any form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to pricing, business processes, customer data, system configurations, and technical specifications. Confidential Information excludes information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or court order, provided that the receiving party gives prompt prior notice to the disclosing party.

"Customer Data" means data, content, or information submitted by or on behalf of Subscriber through the Subscription Services that identifies Subscriber, an end customer, or an individual.

"Derived Data" means data, insights, analytics, statistics, or benchmarks generated by QuoteTxt from aggregated and de-identified Customer Data or system operation data, provided that such data does not identify Subscriber, any end customer, or any individual, and could not reasonably be re-engineered to do so.

"Effective Date" means the date Subscriber accepts this Agreement by clicking "I agree" or completing a subscription purchase, whichever is earlier.

"Subscription Services" means QuoteTxt's subscription-based contractor platform, including dashboards, messaging tools, white-labeled chat experiences, APIs, analytics, automated systems, and related functionality.

"Subscription Term" means the initial subscription period selected at checkout (monthly or annual) and each subsequent renewal period.

2. Incorporation by Reference; Order of Precedence

The following documents are incorporated into and form part of this MSA:

• Privacy Policy — https://www.quotetxt.com/privacy
• SMS & Messaging Addendum — https://www.quotetxt.com/sms-messaging-addendum

Order of Precedence: In the event of a conflict, this MSA controls, followed by the SMS & Messaging Addendum, then the Privacy Policy.

3. License Grant; Restrictions

3.1 License Grant

Subject to this MSA and payment of applicable fees, QuoteTxt grants Subscriber a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Subscription Services during the Subscription Term. This license may be suspended or terminated solely as permitted under Section 7 of this Agreement.

3.2 Restrictions

Subscriber shall not, and shall not permit any third party to:

• Reverse engineer, decompile, or derive source code from the Subscription Services
• Use the Subscription Services for unlawful, deceptive, or abusive purposes
• Resell, sublicense, or provide access to the Subscription Services to third parties
• Interfere with system integrity, security, or availability

Subscriber is responsible for all acts and omissions of Authorized Users.

4. Subscriber Obligations

Subscriber represents, warrants, and covenants that it shall:

• Provide accurate, current business information
• Use the Subscription Services solely for legitimate business purposes
• Obtain and maintain all legally required end-customer consents, including under TCPA and applicable state law
• Comply with all applicable laws, including TCPA, CCPA, and consumer protection laws
• Maintain appropriate controls governing Authorized User access

Subscriber is solely responsible for all communications transmitted using the Subscription Services.

5. Subscription Fees; Billing; Auto-Renewal

5.1 Fees

Subscription fees are billed monthly or annually in advance, as selected at checkout, and are exclusive of taxes and carrier pass-through fees.

5.2 Payment Authorization

Subscriber authorizes QuoteTxt to charge the payment method on file for all amounts due under this Agreement.

5.3 Auto-Renewal

Subscriptions automatically renew for successive Subscription Terms of equal length unless Subscriber cancels prior to the renewal date in accordance with Section 6.

5.4 Fee Changes

QuoteTxt may modify subscription fees upon renewal with at least thirty (30) days' prior written notice. If Subscriber objects to the new fees, Subscriber may cancel the subscription before the renewal date in accordance with Section 6, and no new fees will apply.

5.5 No Refunds

Except as required by applicable law, all fees are non-refundable, including unused subscription periods or message volume. Notwithstanding the foregoing, if QuoteTxt terminates this Agreement without cause, QuoteTxt will provide a pro-rata refund of prepaid fees for the unused portion of the then-current Subscription Term.

5.6 Billing Disputes

Subscriber must notify QuoteTxt in writing of any good-faith billing dispute within thirty (30) days of the invoice date. QuoteTxt will not suspend Subscriber's access for non-payment of amounts subject to a timely, good-faith dispute while the parties work to resolve it.

6. Cancellation

Subscriber may cancel its subscription at any time through the customer dashboard or Stripe customer portal. Cancellation takes effect at the end of the then-current billing period or Subscription Term. Subscriber remains responsible for all fees accrued through the cancellation effective date.

7. Suspension; Termination

7.1 Termination for Cause — by QuoteTxt

QuoteTxt may suspend or terminate Subscriber's access upon thirty (30) days' written notice if Subscriber materially breaches this MSA and fails to cure such breach within the notice period. QuoteTxt may suspend or terminate immediately, without a cure period, if:

• Subscriber fails to pay undisputed fees and does not cure within ten (10) business days after written notice of non-payment
• Subscriber's use of the Subscription Services violates applicable law, carrier rules, or presents an imminent security threat to the platform or other subscribers
• Subscriber is subject to sanctions, government action, or other regulatory prohibition that prevents QuoteTxt from lawfully providing the Subscription Services

7.2 Termination for Cause — by Subscriber

Subscriber may terminate this Agreement upon thirty (30) days' written notice if QuoteTxt materially breaches this MSA and fails to cure such breach within the notice period. In such event, QuoteTxt will provide a pro-rata refund of prepaid fees for the unused portion of the then-current Subscription Term.

7.3 Effect of Termination

Upon termination or expiration of this Agreement: (a) Subscriber's access to the Subscription Services ceases; (b) each party will return or destroy the other party's Confidential Information upon written request, subject to any legal retention obligations; and (c) all accrued payment obligations survive. Sections 1, 8, 10, 11, 12, 13, and 16–18 survive termination.

8. Data Rights; Derived Data; Feedback

8.1 Customer Data Ownership

Subscriber retains all right, title, and interest in and to Customer Data. Subscriber grants QuoteTxt a worldwide, non-exclusive, royalty-free license to collect, use, process, store, transmit, and disclose Customer Data solely as necessary to:

• Provide, operate, and support the Subscription Services
• Enforce this MSA and applicable policies
• Maintain security, prevent fraud, and comply with legal obligations

8.2 Derived Data

QuoteTxt may generate and own Derived Data from aggregated, de-identified usage across the platform. QuoteTxt may use Derived Data for internal product development, platform optimization, benchmarking, and industry research. QuoteTxt will not: (a) sell or license Derived Data in a form attributable or traceable to Subscriber's individual business; or (b) use Customer Data to train or fine-tune machine learning models for commercial sale to third parties without Subscriber's prior written consent.

De-identification standard: QuoteTxt will apply industry-standard anonymization techniques such that re-identification of Subscriber or any individual is not reasonably possible before treating data as Derived Data.

8.3 Aggregation

QuoteTxt may aggregate and de-identify Customer Data using the standard set forth in Section 8.2. Such aggregated data shall be treated as Derived Data.

8.4 Feedback

If Subscriber provides feedback, suggestions, or enhancement requests, QuoteTxt may use such feedback without restriction or compensation. Subscriber acknowledges this does not grant QuoteTxt any rights to Customer Data beyond those specified in Section 8.1.

9. Data Retention; Export

Upon termination or expiration of this Agreement, Subscriber may request an export of Customer Data within sixty (60) days. Export will be provided in a standard, machine-readable format (e.g., CSV or JSON). After sixty (60) days, QuoteTxt may delete Customer Data in accordance with its retention policies and applicable law. QuoteTxt will provide reasonable cooperation with any data export request.

10. Disclaimers

11. Limitation of Liability

12. Indemnification

12.1 Indemnification by Subscriber

Subscriber shall defend, indemnify, and hold harmless QuoteTxt and its officers, directors, employees, and agents from and against all third-party claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Subscriber's communications or content transmitted through the Subscription Services
• Subscriber's failure to obtain required end-customer consent
• Subscriber's violation of applicable law or carrier rules
• Disputes between Subscriber and its end customers arising from Subscriber's business operations

12.2 Indemnification by QuoteTxt

QuoteTxt shall defend, indemnify, and hold harmless Subscriber and its officers, directors, employees, and agents from and against all third-party claims alleging that the Subscription Services, as provided by QuoteTxt and used by Subscriber in accordance with this Agreement, infringe any third-party patent, copyright, trademark, or trade secret. QuoteTxt's obligations under this Section 12.2 do not apply to claims arising from: (a) Subscriber's modification of the Subscription Services; (b) Subscriber's combination of the Subscription Services with third-party products not authorized by QuoteTxt; or (c) Subscriber's use of the Subscription Services in violation of this Agreement.

12.3 Indemnification Procedure

The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim (provided that failure to provide prompt notice only reduces the indemnifying party's obligations to the extent it is materially prejudiced by the delay); (b) give the indemnifying party sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation and assistance. The indemnifying party shall not settle any claim in a manner that imposes obligations on the indemnified party without its prior written consent, which shall not be unreasonably withheld.

13. Governing Law; Dispute Resolution

This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law principles. The parties agree to attempt to resolve any dispute informally through good-faith negotiation for a period of thirty (30) days before initiating formal proceedings. Exclusive venue for any formal legal proceedings lies in the state or federal courts located in Delaware, and each party hereby consents to personal jurisdiction in such courts.

14. Amendments

QuoteTxt may amend this MSA upon at least thirty (30) days' written notice, delivered via email to Subscriber's registered address or via in-app notification. If Subscriber objects to a material amendment, Subscriber may terminate its subscription before the amendment's effective date, and QuoteTxt will provide a pro-rata refund of prepaid fees for the unused portion of the then-current Subscription Term. Continued use of the Subscription Services after the amendment effective date constitutes acceptance of the amended MSA.

15. Acceptance

By accepting this MSA, Subscriber represents that: (a) it has the authority to bind the business entity identified at the time of registration; (b) it has read and understands this Agreement; and (c) it agrees to all incorporated documents.

16. Confidentiality

Each party agrees to: (a) hold the other party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use the other party's Confidential Information only as necessary to fulfill obligations or exercise rights under this Agreement; and (c) disclose the other party's Confidential Information only to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidentiality obligations under this Section survive termination of this Agreement for a period of two (2) years. Notwithstanding the foregoing, each party may disclose Confidential Information as required by applicable law or court order, provided that the disclosing party gives the other party prompt written notice (to the extent permitted by law) and cooperates with the other party's efforts to seek a protective order.

17. Data Security

QuoteTxt will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data. QuoteTxt will notify Subscriber without undue delay — and in any event within seventy-two (72) hours — upon becoming aware of a confirmed security breach that materially affects Customer Data. Subscriber is responsible for maintaining the security of its account credentials and for promptly notifying QuoteTxt of any unauthorized access.

18. General Provisions

18.1 Entire Agreement

This Agreement, together with all incorporated documents, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations, warranties, and understandings. No terms in any Subscriber purchase order or other document will modify this Agreement unless expressly agreed to in writing by QuoteTxt.

18.2 Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid or unenforceable provision will be modified to the minimum extent necessary to make it enforceable, or if not possible, severed from this Agreement.

18.3 Waiver

No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. Any waiver must be in writing and signed by the waiving party to be effective.

18.4 Assignment

Subscriber may not assign or transfer this Agreement or any rights or obligations hereunder without QuoteTxt's prior written consent. QuoteTxt may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any assignment in violation of this Section is void. This Agreement binds and inures to the benefit of each party's permitted successors and assigns.

18.5 Force Majeure

Neither party will be liable for any delay or failure to perform its obligations (other than payment obligations) resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, government actions, internet or network outages, or third-party carrier failures. The affected party will provide prompt notice of any such event and use commercially reasonable efforts to resume performance.

18.6 Notices

All formal legal notices under this Agreement must be in writing and delivered: (a) to QuoteTxt at its registered address on file with the State of Delaware, with a copy to legal@quotetxt.com; or (b) to Subscriber at the email address associated with its account. Notices are deemed delivered upon confirmed transmission for email, or upon delivery for written correspondence. Routine operational communications (billing, product updates) may be sent by email alone.

18.7 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment relationship, franchise, or agency between the parties. Neither party has authority to bind the other party or to incur obligations on the other party's behalf.

18.8 No Third-Party Beneficiaries

This Agreement is solely for the benefit of the parties and their permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer any rights or remedies on any third party.

18.9 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic acceptance (click-through, DocuSign, or equivalent) is valid and binding to the same extent as a handwritten signature.