Terms of Use

Effective Date: May 15, 2026 · Last Updated: May 15, 2026

Preamble

These Terms of Use (the “Terms”) form a binding agreement between LeedWallet (“LeedWallet,” “we,” “us,” or “our”) and the business entity that registers for, accesses, or uses the LeedWallet platform or purchases Leads from us (the “Buyer” or “you”). LeedWallet operates a business-to-business marketplace through which licensed mortgage professionals, lenders, brokers, and capital providers purchase pre-qualified Debt Service Coverage Ratio (“DSCR”) investment-property mortgage leads. LeedWallet is a lead marketplace only; LeedWallet does not originate, underwrite, fund, broker, or service mortgage loans, and is not affiliated with any borrower or investor described in any Lead.

If you do not agree to these Terms, you must not access or use the Platform.

1. Acceptance, Eligibility, and Authority

1.1 Acceptance.

By clicking “I Agree,” registering an Account, submitting payment, accessing the Platform, or accepting delivery of any Lead, you accept these Terms on behalf of the Buyer entity you represent and agree that they will bind that entity.

1.2 Eligibility.

The Platform is intended solely for legal business entities and licensed professionals engaged in the origination, brokerage, funding, or purchase of DSCR investment-property mortgage loans. By accepting these Terms, the individual accepting represents and warrants that: (a) they are at least eighteen (18) years of age; (b) they have full legal authority to bind the Buyer entity; (c) the Buyer entity is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; (d) Buyer is not a consumer and is not purchasing Leads for any personal, family, or household purpose; and (e) Buyer (and its principals, officers, and employees who will use the Platform) holds all licenses, registrations, and qualifications required to lawfully solicit, originate, broker, fund, or purchase DSCR mortgage loans in each jurisdiction in which Buyer will contact a consumer identified in a Lead.

1.3 No Consumer Use.

The Platform is not directed to consumers and is not intended to be used to obtain financial products for personal, family, or household purposes. Borrowers and prospective investors whose information appears in Leads are not parties to these Terms.

2. Definitions

For purposes of these Terms:

“Account” means the credentialed access provisioned by LeedWallet to enable Buyer to access the Platform.

“Buyer” means the entity identified during registration and any of its authorized users.

“DSCR Loan” means an investment-property mortgage loan qualified primarily on the basis of property cash flow and debt-service coverage rather than personal income, made for business or commercial purposes.

“Lead” means a single record describing a prospective borrower or real-estate investor who has submitted an inquiry through a LeedWallet-operated or LeedWallet-affiliated intake channel and who satisfies the credit and qualification criteria in effect at the time of delivery, including a verified minimum credit-score band of six-hundred-seventy (670) and a minimum requested loan amount of one-hundred-fifty thousand U.S. dollars ($150,000).

“Lead Data” means the data fields associated with a Lead (up to twenty-eight (28) data points per Lead) and all consent, provenance, and metadata records associated therewith.

“Permitted Purpose” means Buyer's internal, non-transferable use of Lead Data solely to solicit, originate, broker, fund, or service DSCR Loans, and to satisfy Buyer's regulatory compliance obligations with respect to such use.

“Platform” means the LeedWallet websites, dashboards, APIs, delivery endpoints, integrations, documentation, and all related services through which Leads and Lead Data are offered, sold, and delivered.

3. The Platform; LeedWallet's Role

3.1 Marketplace Only.

LeedWallet operates exclusively as a marketing and lead-generation service. LeedWallet is not a lender, mortgage broker, mortgage originator, real-estate broker, consumer reporting agency, fiduciary, or agent of Buyer, of any borrower or investor, or of any other person. LeedWallet does not take loan applications, originate or service loans, make credit decisions, or guarantee any outcome.

3.2 Independence of Parties.

Buyer and LeedWallet are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, employment, or franchise relationship between the parties.

3.3 Separate Entity.

LeedWallet is a distinct legal entity from any referral partner of LeedWallet. References in these Terms or in marketing materials to such partners do not create any agency, joint-venture, or alter-ego relationship.

4. Account Registration and Security

4.1 Registration.

To purchase Leads, Buyer must register an Account and provide accurate, current, and complete information, including legal entity name, federal tax identification number, business address, applicable mortgage-licensing identifiers (where required), authorized billing contact, and at least one administrator email.

4.2 Credentials.

Buyer is responsible for maintaining the confidentiality of all API keys, passwords, tokens, and other credentials associated with the Account. Sharing credentials with any person who is not a named authorized user is strictly prohibited.

4.3 Account Activity.

Buyer is responsible for all activity occurring under its Account, whether or not authorized. Buyer shall promptly notify LeedWallet at admin@leedwallet.com of any suspected unauthorized access, credential compromise, or change in control of the Buyer entity.

LeedWallet may suspend or revoke credentials at any time, with or without notice, where it reasonably suspects unauthorized use, credential sharing, fraudulent activity, or activity that threatens the security or integrity of the Platform.

5. Lead Specifications and Delivery

5.1 Specifications.

Each Lead is intended to include up to twenty-eight (28) data points, which may include the consumer's name, email address, mobile and/or landline telephone number, property address, property type, requested loan amount, loan purpose (purchase, rate-and-term refinance, or cash-out refinance), estimated DSCR ratio, estimated rental income, taxes, insurance, HOA, loan-to-value (“LTV”), AS-IS property value, occupancy designation, entity-versus-individual borrower status, and a credit-score band reflecting a credit floor of 670 or higher verified through a soft credit pull at the time of intake. Soft-credit inquiries do not affect the consumer's credit score.

5.2 Delivery.

LeedWallet will use commercially reasonable efforts to deliver each qualifying Lead in real time, typically within five (5) minutes of the consumer's submission, via the delivery method elected by Buyer (email, webhook, API, or dashboard).

5.3 Distribution Cap.

Each Lead may be sold to a maximum of three (3) Buyers. Leads are non-exclusive unless expressly designated as exclusive in writing by LeedWallet. Buyer acknowledges that other licensed lenders or investors may receive the same Lead and contact the same prospective borrower, and Buyer waives any claim arising from such concurrent distribution. Once a Lead has been distributed to its maximum of three (3) Buyers, the Lead will not be resold or redistributed by LeedWallet to any additional Buyer.

5.4 Source of Leads.

Leads originate from LeedWallet's owned and operated intake funnels and from referral partners, including Nation Capital. All Leads are first-party Leads obtained with the consumer's affirmative consent and accompanying consent metadata.

6. License to Use Leads

6.1 Grant.

Subject to Buyer's full compliance with these Terms and timely payment of all fees, LeedWallet grants Buyer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access, store, and use each delivered Lead and the associated Lead Data solely for the Permitted Purpose.

6.2 Reservation of Rights.

All right, title, and interest in and to Lead Data, the Platform, and all associated intellectual property remain with LeedWallet. No rights are granted to Buyer except as expressly set forth in these Terms. Buyer obtains no ownership interest in any Lead or any database, compilation, or selection of Leads.

6.3 Single-Buyer Scope.

The license is granted to the registered Buyer entity only. Affiliates, parent entities, subsidiaries, branches, sister companies, joint-venture partners, and individual loan officers operating outside the registered entity must register and pay for their own Accounts. Transfers of Leads between or among such related parties are prohibited.

7. Acceptable Use and Prohibited Conduct

Buyer shall not, and shall not authorize, encourage, or assist any third party to:

7.1 No Resale or Redistribution.

Resell, re-broker, syndicate, redistribute, lease, loan, share, post, publish, transmit, or otherwise transfer any Lead or Lead Data, in whole or in part, to any unaffiliated third party, including any affiliated entity that is not the registered Buyer. Buyer acknowledges that unauthorized resale or transfer of Lead Data causes irreparable harm to LeedWallet.

7.2 No Scraping or Automated Extraction.

Use any robot, spider, scraper, crawler, data-mining tool, or other automated means (other than the APIs expressly authorized by LeedWallet) to access, extract, copy, or harvest data from the Platform.

7.3 No Non-DSCR Use.

Use any Lead or Lead Data to solicit, market, advertise, or sell any product or service other than a DSCR Loan, including but not limited to owner-occupied mortgages, consumer mortgages, home-equity products, insurance, credit cards, unsecured consumer loans, debt-consolidation services, solar financing, home-improvement loans, or any other non-DSCR financial or consumer product.

7.4 No Database Building.

Combine, append, enrich, or commingle Lead Data with any data set or database that is offered, sold, licensed, or made available to any third party; use Lead Data to populate any data-broker, skip-trace, or marketing-list product; or use Lead Data to train, fine-tune, benchmark, evaluate, or otherwise develop any artificial-intelligence or machine-learning model.

7.5 No Unreasonable Contact.

Contact any consumer identified in a Lead more than a commercially reasonable number of times, outside the hours of 8:00 a.m. to 9:00 p.m. local time at the consumer's location, or after the consumer has requested to be left alone.

7.6 No TCPA/DNC Violations.

Make calls, send SMS messages, or send emails in violation of the Telephone Consumer Protection Act (“TCPA”), the Telemarketing Sales Rule, the CAN-SPAM Act, the National Do-Not-Call Registry, any state Do-Not-Call list, any state mini-TCPA statute (including the Florida Telephone Solicitation Act, the Oklahoma Telephone Solicitation Act, the Maryland Stop the Spam Calls Act, the Washington Commercial Electronic Mail Act, the Texas telemarketing statute, the Connecticut telemarketing statute, or any successor or analogous law), or any applicable suppression list.

7.7 No Credential Sharing.

Share, sublicense, lease, or otherwise permit use of Account credentials by any person other than a named authorized user.

7.8 No Reverse Engineering.

Reverse-engineer, decompile, disassemble, probe, or otherwise attempt to derive the source code, algorithms, scoring logic, taxonomies, or data-source structure of the Platform.

7.9 No Competitive Use.

Use the Platform or Lead Data for the purpose of building, training, or operating any product or service that competes with the Platform, or for competitive benchmarking.

7.10 No Fraudulent Disputes.

Submit fraudulent return, credit, chargeback, or duplicate-Lead claims; manipulate disposition records; or otherwise attempt to obtain refunds or credits to which Buyer is not entitled.

7.11 No Misrepresentation.

Misrepresent Buyer's affiliation with LeedWallet, the source of a Lead, or the identity of any communication's sender; or imply that LeedWallet endorses any Buyer or any Buyer's product.

LeedWallet may immediately suspend or terminate Buyer's Account, withhold delivery of Leads, and pursue all remedies available at law or in equity for any violation of this Section 7.

8. Pricing, Payment, and Taxes

8.1 Flat-Rate Pricing.

Each qualifying Lead is sold on a flat, pay-per-Lead basis at the published price of ninety-five U.S. dollars ($95.00) per Lead, unless a different price is expressly agreed in writing. There are no subscription fees, no setup fees, no minimum-volume commitments, no tiered pricing, and no long-term contracts. Buyer pays only for Leads delivered and not validly returned under Section 9.

8.2 Billing.

Fees are billed at the time of delivery (or as otherwise specified at checkout) to the payment method on file. Buyer authorizes LeedWallet and its payment processors to charge that payment method for all fees due.

8.3 Taxes.

All fees are exclusive of, and Buyer is solely responsible for, all sales, use, gross-receipts, value-added, excise, or similar taxes (other than taxes on LeedWallet's net income).

8.4 Late Payment.

Past-due amounts accrue interest at the lesser of one-and-one-half percent (1.5%) per month or the maximum rate permitted by applicable law, plus reasonable collection costs (including attorneys' fees).

8.5 No Refund for Non-Conversion.

Except as set forth in Section 9, all fees are non-refundable. Buyer's purchase obligation is not conditioned on whether any Lead converts, responds, applies, qualifies, or funds.

9. Lead Replacement, Returns, and Credits

9.1 No Conversion Guarantee.

LeedWallet does not guarantee that any Lead will respond to outreach, apply for a loan, qualify, close, or generate revenue.

9.2 Return Window.

Buyer may request a credit or replacement only by submitting a written notice to admin@leedwallet.com within seventy-two (72) hours of Lead delivery, accompanied by reasonable supporting evidence.

9.3 Qualifying Defects.

A Lead is eligible for credit or replacement only if it meets one or more of the following objective return reasons:

• the primary telephone number is disconnected, not in service, or demonstrably does not belong to the named consumer;
• the email address is invalid (hard bounce) and the phone number is also non-working;
• the Lead is materially duplicative of a Lead previously delivered to the same Buyer within the prior ninety (90) days;
• the Lead's submitted data is demonstrably fraudulent (e.g., obviously fake identity, deceased person, or test record); or
• the Lead falls outside the published intake specification (e.g., credit-score band below 670, loan amount below $150,000, or non-DSCR product interest).

9.4 Non-Qualifying Reasons.

No credit or replacement will be issued for: the consumer's failure or refusal to respond; the consumer's decision to choose a different lender; the consumer being delivered to up to two (2) additional Buyers as permitted under Section 5.3; Buyer's underwriting, pricing, or licensing decisions; market or interest-rate changes; or any reason not enumerated in Section 9.3.

9.5 Sole Remedy.

Where a return claim is approved, LeedWallet will, at its sole option, issue an account credit equal to the per-Lead fee paid or deliver a substitute Lead of comparable specification. Such credit or substitute is Buyer's sole and exclusive remedy for Lead defects.

10. Buyer Compliance Representations and Covenants

Buyer represents, warrants, and covenants that, at all times during its use of the Platform and any Lead Data, Buyer and its agents, vendors, and employees will:

10.1 TCPA.

Comply with the TCPA and Federal Communications Commission (“FCC”) implementing regulations, including all consent, identification, time-of-day, and revocation requirements, and with all state mini-TCPA statutes.

10.2 Do-Not-Call.

Scrub all telephone numbers against the National Do-Not-Call Registry, all applicable state Do-Not-Call lists, the FCC Reassigned Numbers Database, and Buyer's own internal Do-Not-Call list before any telemarketing contact, except where a documented valid consent or recognized exemption applies.

10.3 FCRA.

Comply with the Fair Credit Reporting Act (“FCRA”), 15 U.S.C. § 1681 et seq., including by accessing or using any consumer-report-derived information only for a permissible purpose under 15 U.S.C. § 1681b. Buyer certifies that, as to any Lead containing credit-derived data, Buyer will use that data solely (a) in connection with a credit transaction involving the consumer and initiated by the consumer through the Lead submission, and/or (b) for the extension of a firm offer of credit consistent with §1681b(c), and for no other purpose. Buyer will provide any required adverse-action notices under § 1681m. Buyer acknowledges that LeedWallet is not a consumer reporting agency and that Leads are not consumer reports.

10.4 GLBA.

Comply with the Gramm-Leach-Bliley Act (“GLBA”), Regulation P, and the FTC Safeguards Rule (16 C.F.R. Part 314), and use any nonpublic personal information (“NPI”) contained in Lead Data only as permitted under 15 U.S.C. § 6802(c) and 16 C.F.R. § 313.11 — namely, in the ordinary course of business to carry out the activity for which the Lead was provided. Buyer will not resell, retransfer, or use NPI for unrelated marketing purposes.

10.5 CAN-SPAM and Email.

Comply with the CAN-SPAM Act and any applicable state email-marketing statute, including by providing valid sender identification, a functional opt-out mechanism, and a physical postal address, and by processing opt-outs within ten (10) business days.

10.6 State Mortgage Licensing.

Hold all licenses, registrations, and authorizations required by applicable state law to originate, fund, broker, solicit, or purchase DSCR or other investment-property mortgage loans in every jurisdiction in which Buyer contacts a consumer identified in a Lead.

10.7 Equal Credit and UDAAP.

Comply with the Equal Credit Opportunity Act and Regulation B, applicable fair-lending laws, and federal and state UDAAP/UDAP standards in all communications with and decisions concerning any Lead.

10.8 Hours and Manner.

Not contact any consumer at unreasonable hours (before 8:00 a.m. or after 9:00 p.m. local time at the consumer's location) and immediately honor any request by a consumer to cease contact.

10.9 Recordkeeping.

Maintain reasonable records evidencing compliance with this Section 10 for not less than five (5) years and produce the same upon LeedWallet's reasonable request.

11. Intellectual Property

11.1 LeedWallet Property.

As between the parties, LeedWallet owns and retains all right, title, and interest in and to the Platform, including all software, APIs, dashboards, content, documentation, scoring models, data taxonomies, look-and-feel, trademarks, service marks, trade names, logos, and trade secrets, and all derivatives, improvements, and aggregated and de-identified data, together with all patents, copyrights, and other intellectual-property rights therein.

11.2 Buyer License.

Buyer's rights are limited to the license granted in Section 6.

11.3 Feedback.

Buyer grants LeedWallet a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use any feedback, suggestions, conversion outcomes, dispositions, and aggregated/de-identified performance data Buyer provides, for the purposes of operating, improving, marketing, and benchmarking the Platform.

11.4 Trademarks.

Buyer shall not use any LeedWallet trademark, logo, or trade name without LeedWallet's prior written consent.

12. Data Security

12.1 Buyer Safeguards.

Buyer shall implement and maintain a written information-security program with administrative, technical, and physical safeguards reasonably designed to protect Lead Data against unauthorized access, use, disclosure, alteration, or destruction, consistent with the GLBA Safeguards Rule and prevailing industry standards. Such program shall include, at a minimum: access controls and role-based permissioning; encryption of Lead Data in transit (TLS 1.2 or higher) and at rest; multi-factor authentication for administrative access; secure software development and patching; vendor-management diligence for sub-processors; periodic risk assessments; and a written incident-response plan.

12.2 Incident Notification.

Buyer will notify LeedWallet at admin@leedwallet.com without undue delay, and in any event within seventy-two (72) hours, after discovering any actual or reasonably suspected security incident, breach, or unauthorized disclosure involving Lead Data, and will reasonably cooperate in any investigation and remediation.

13. Confidentiality

13.1 Definition.

“Confidential Information” means any non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”) that is identified as confidential or that a reasonable person would understand to be confidential, including pricing, scoring methodologies, lead-source identities, security documentation, business plans, and Lead Data.

13.2 Obligations.

Recipient shall (a) use Confidential Information only as necessary to exercise its rights and perform its obligations under these Terms; (b) protect it with no less care than it uses for its own confidential information, and in no event less than reasonable care; and (c) not disclose it to any third party except to employees, contractors, and advisors with a need to know and who are bound by confidentiality obligations no less protective than those in this Section.

13.3 Exceptions.

The obligations in this Section do not apply to information that is publicly known through no fault of Recipient, was independently developed without use of Confidential Information, was rightfully received from a third party without restriction, or is required to be disclosed by law (provided Recipient gives prompt notice where lawful).

14. Disclaimers

WITHOUT LIMITING THE FOREGOING, LEEDWALLET DOES NOT WARRANT THAT: (A) ANY LEAD WILL CONVERT INTO AN APPLICATION, LOAN, FUNDED TRANSACTION, OR ANY OTHER COMMERCIAL OUTCOME; (B) THE INFORMATION SUBMITTED BY ANY CONSUMER (INCLUDING INCOME, ASSETS, PROPERTY VALUATION, RENT, EXPENSES, DSCR, LTV, AS-IS VALUE, INTENT, OR ELIGIBILITY) IS ACCURATE, CURRENT, COMPLETE, OR VERIFIED BEYOND THE SOFT-CREDIT QUALIFICATION DESCRIBED HEREIN; (C) ANY CONSUMER WILL RESPOND TO OUTREACH OR ENGAGE WITH BUYER; (D) ANY LEAD WILL SATISFY BUYER'S INTERNAL UNDERWRITING CRITERIA OR ANY LENDER PROGRAM GUIDELINES; OR (E) THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE AGAINST ALL UNAUTHORIZED ACCESS.

BUYER IS SOLELY RESPONSIBLE FOR ITS OWN VERIFICATION, UNDERWRITING, COMPLIANCE, AND BUSINESS DECISIONS.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LEEDWALLET OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST GOODWILL, LOST DATA, OR COST OF SUBSTITUTE GOODS OR SERVICES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND EVEN IF LEEDWALLET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The parties agree that this allocation of risk is an essential element of the bargain between them, reflects the flat, pay-per-Lead pricing model, and will apply notwithstanding the failure of any limited remedy of its essential purpose. Some jurisdictions do not allow certain limitations, in which event LeedWallet's liability is limited to the maximum extent permitted by applicable law.

16. Indemnification

Buyer shall defend, indemnify, and hold harmless LeedWallet and its affiliates, officers, directors, employees, agents, and licensors (the “LeedWallet Parties”) from and against any and all third-party claims, actions, investigations, demands, suits, liabilities, judgments, settlements, fines, penalties, losses, damages, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

(a) Buyer's access to or use of the Platform, any Lead, or any Lead Data;

(b) Buyer's contact with, marketing to, underwriting of, or other communications directed at any consumer identified in a Lead;

(c) Buyer's actual or alleged violation of the TCPA, the Telemarketing Sales Rule, the CAN-SPAM Act, the National Do-Not-Call Registry or any state Do-Not-Call list, the FCRA, the GLBA and Safeguards Rule, the ECOA, federal or state UDAAP/UDAP statutes, any state mini-TCPA, any state mortgage-licensing or advertising law, or any consumer-privacy law (including the CCPA/CPRA, VCDPA, CPA, CTDPA, UCPA, TDPSA, OCPA, MCDPA, or any successor or analogous statute);

(d) Buyer's breach of these Terms, including Sections 7 (Acceptable Use), 10 (Compliance Representations), 12 (Data Security), or 13 (Confidentiality);

(e) Buyer's negligence, fraud, or willful misconduct; or

(f) any security incident, breach, or unauthorized disclosure of Lead Data while in Buyer's possession or under Buyer's control.

LeedWallet will (i) promptly notify Buyer of any claim subject to indemnification, (ii) give Buyer sole control of the defense and settlement (with counsel reasonably acceptable to LeedWallet), and (iii) provide reasonable cooperation at Buyer's expense; provided that Buyer shall not settle any claim in a manner that imposes any obligation or admission on a LeedWallet Party without LeedWallet's prior written consent.

17. Term, Suspension, and Termination

17.1 Term.

These Terms become effective upon Buyer's acceptance and continue until terminated.

17.2 Termination for Convenience.

Either party may terminate the relationship for convenience upon thirty (30) days' written notice. There is no minimum term and no early-termination fee.

17.3 Immediate Suspension or Termination.

LeedWallet may suspend or terminate Buyer's Account immediately, with or without notice, if: (a) Buyer breaches Section 7 or Section 10; (b) Buyer fails to pay any undisputed amount when due; (c) LeedWallet reasonably believes Buyer's continued use poses a legal, regulatory, security, or reputational risk; (d) Buyer's required licensing is revoked, suspended, or lapses; or (e) required by law.

17.4 Effect of Termination.

Upon termination, all licenses granted to Buyer immediately end; Buyer shall cease use of the Platform and, at LeedWallet's request, delete or return all Lead Data, except to the limited extent retention is required by applicable law (in which case continuing confidentiality and compliance obligations apply).

17.5 Survival.

Sections 2, 6.2, 7, 8 (with respect to accrued amounts), 9.4–9.5, 10.9, 11, 12, 13, 14, 15, 16, 18, 19, and 21 survive termination.

18. Modifications to the Terms

LeedWallet may modify these Terms from time to time. Material changes will be communicated by posting the revised Terms with an updated “Last Updated” date and, where feasible, by email notice to the administrator address on file. Changes are effective ten (10) days after posting (or sooner if required by law). Buyer's continued use of the Platform or acceptance of any Lead after the effective date constitutes acceptance of the revised Terms. If Buyer does not accept the revised Terms, Buyer's sole remedy is to terminate the Account.

19. Dispute Resolution; Arbitration; Class-Action Waiver

19.1 Governing Law.

These Terms, and any dispute arising out of or relating to these Terms, the Platform, or any Lead, are governed by the laws of the United States and applicable federal law, including the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq. (the “FAA”), without reference to any state's choice-of-law principles.

19.2 Informal Resolution.

Before initiating arbitration, the parties will attempt in good faith to resolve any dispute through written notice (sent to admin@leedwallet.com if to LeedWallet) followed by a thirty (30)-day negotiation period.

19.3 Binding Arbitration.

Any dispute, claim, or controversy not resolved informally shall be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect, before a single arbitrator. The seat of arbitration shall be a mutually agreed location within the United States or, absent agreement, as determined by the AAA. The arbitrator may award only such relief as a court of competent jurisdiction could award, and shall issue a reasoned written award. Judgment on the award may be entered in any court of competent jurisdiction. The FAA governs the interpretation and enforcement of this arbitration agreement.

19.4 Class-Action and Jury Waiver.

THE PARTIES WAIVE ANY RIGHT TO LITIGATE OR ARBITRATE ON A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE BASIS, AND WAIVE ANY RIGHT TO TRIAL BY JURY. Disputes may be brought only in an individual capacity. If this waiver is found unenforceable as to any particular claim, that claim must be severed and litigated in court; the remainder of this Section continues to apply.

19.5 Carve-Outs.

Notwithstanding the foregoing, either party may (a) bring a qualifying individual action in small-claims court and (b) seek temporary or preliminary injunctive relief in any court of competent jurisdiction to protect its intellectual-property rights or Confidential Information pending arbitration.

19.6 30-Day Opt-Out.

Buyer may opt out of this arbitration agreement by sending written notice to admin@leedwallet.com within thirty (30) days of first accepting these Terms, stating Buyer's name and intent to opt out. Opt-out does not affect any other provision of these Terms.

20. Notices

Notices to LeedWallet must be sent in writing to admin@leedwallet.com. Notices to Buyer will be sent to the administrator email on file in Buyer's Account. Notices are deemed given on confirmation of email transmission (absent bounce-back) or, if mailed, three (3) business days after deposit in the U.S. mail, certified, return receipt requested. Buyer is responsible for keeping its contact information current.

21. General Provisions

21.1 Force Majeure.

Neither party will be liable for any failure or delay in performance (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, epidemic or pandemic, war, terrorism, civil unrest, governmental action, labor disputes, internet or telecommunications outages, denial-of-service attacks, or failures of third-party service providers. If such an event continues for more than thirty (30) consecutive days, either party may terminate these Terms without further liability.

21.2 Assignment.

Buyer may not assign or transfer these Terms, by operation of law or otherwise, without LeedWallet's prior written consent; any purported assignment in violation of this Section is void. LeedWallet may freely assign these Terms in connection with a merger, acquisition, reorganization, financing, or sale of assets. These Terms bind and inure to the benefit of the parties and their permitted successors and assigns.

21.3 Severability.

If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or if not possible, severed; the remaining provisions remain in full force and effect.

21.4 No Waiver.

No failure or delay by a party to exercise any right is a waiver, and no waiver is effective unless in writing and signed by the waiving party.

21.5 Entire Agreement.

These Terms, together with the Privacy Policy, the Electronic Communications Policy, and any insertion order or written addendum expressly incorporated by reference, constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous understandings.

21.6 Interpretation.

Section headings are for convenience only and have no substantive effect. “Including” and “includes” mean “including without limitation.” References to statutes include any successor statute and implementing regulations.

21.7 No Third-Party Beneficiaries.

These Terms are for the benefit of the parties only and create no rights in any third party.

22. Contact

Questions, notices, or compliance inquiries regarding these Terms should be directed to:

LeedWallet — admin@leedwallet.com