LEAP YEAR SERVICES CLICKTHROUGH AGREEMENT

PLEASE READ CAREFULLY. BY CLICKING "I AGREE" OR COMPLETING YOUR PURCHASE, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS.

This Clickthrough Agreement ("Agreement") is entered into by and between Leap Year ("Leap Year," "we," "us," or "our") and the purchaser ("Client," "you," or "your") of the service selected at checkout (the "Service"). This Agreement becomes effective on the date you complete checkout and submit payment (the "Effective Date").

1. Services

Leap Year will provide the Service selected by Client at checkout. Depending on the Service purchased, this may include:

a. Strategy Services: a 90-minute Deep Dive consultation with Leap Year's team to evaluate your brand, positioning, and offerings, and a written strategy document (the "Strategy Deliverable") that includes brand strategy (audience, unique offering, brand personality, big idea), expert insights on product/service presentation and sales process, visual direction (mood board), recommended website changes or outline, marketing/PR recommendations, and an actionable next-step plan.

b. Execution Services: hands-on implementation based on the priorities identified during the Strategy Services phase, which may include brand and website tweaks, content refresh and new assets, sales materials overhaul, and systems and processes to organize for the quarter ahead.

c. Scope. The exact deliverables for any Execution Services will be determined and mutually agreed upon during the Strategy Services phase. Any deliverables not explicitly agreed upon are outside the scope of this Agreement.

All strategy documents, execution outputs, and other work product delivered under this Agreement are collectively referred to as the "Deliverables."

2. Fees and Payment

The fee for the Service is the amount displayed at checkout (the "Fee"), payable in full at checkout. We reserve the right to not commence Services unless and until payment is made.

3. Expenses

Client agrees to pay or reimburse (as the case may be) Leap Year for all reasonable travel and out-of-pocket expenses incurred by Leap Year in connection with the performance of the Services that have been approved in advance by Client.

4. Intellectual Property

a. With respect to any copyrights in the Deliverables that may qualify as "work made for hire" as defined in 17 U.S.C. § 101, Client shall own the copyrights in such Deliverables as a "work made for hire."

b. With respect to any of the Deliverables that do not constitute a "work made for hire," Leap Year hereby irrevocably assigns and shall cause its personnel to irrevocably assign to Client, in each case without additional consideration, all right, title, and interest throughout the world in and to the Deliverables. Leap Year shall cause its personnel to irrevocably waive, to the extent permitted by applicable law, any and all claims such personnel may now or hereafter have in any jurisdiction to so-called "moral rights" with respect to the Deliverables.

c. Upon full payment of the Fee, Leap Year assigns to Client all right, title, and interest in and to the final Deliverables. Leap Year retains ownership of any pre-existing materials, tools, templates, methodologies, or know-how used in delivering the Services, but grants Client a perpetual, royalty-free license to use such incorporated elements as part of the Deliverables.

d. Client grants Leap Year, its affiliates and personnel, a limited, non-exclusive, royalty-free, fully paid up, non-transferable, and non-sublicensable, worldwide license during the term to use Client's intellectual property solely to the extent necessary to provide the Services to Client.

e. Client grants Leap Year, its affiliates and personnel, a limited, non-exclusive, royalty-free, fully paid up, non-transferable, and non-sublicensable, worldwide license during and after the term to use the Deliverables in its promotional and sales material.

5. Confidentiality

From time to time during the Term, either party (as the "Disclosing Party") may disclose or make available to the other party (as the "Receiving Party") information about its business affairs and services, confidential information and materials comprising or relating to intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that at the time of disclosure: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 5 by the Receiving Party or any of its Representatives; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the Disclosing Party; (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party's Confidential Information; or (e) is required to be disclosed pursuant to applicable law. The Receiving Party shall, for one year from disclosure of such Confidential Information: (x) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person, except to the Receiving Party's representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. The Receiving Party shall be responsible for any breach of this Section 5 caused by any of its Representatives. At any time during or after the Term, at the Disclosing Party's written request, the Receiving Party and its Representatives shall promptly destroy all Confidential Information and copies thereof (other than backup copies kept in the ordinary course) that it has received under this Agreement.

6. Client Responsibilities

Client agrees to:

a. Participate in any scheduled sessions at mutually agreed times.

b. Provide timely (i.e., within 48 hours) and accurate information necessary for Leap Year to perform the Services.

c. Review and provide feedback on Deliverables in a timely manner (i.e., within 48 hours).

d. Provide copies of or access to Client's website, information, documents, samples, products, or other material as Leap Year may request in order to carry out the Services in a timely manner, and ensure that they are complete and accurate in all material respects.

e. Where applicable, provide access to any platforms, tools, or accounts necessary for Leap Year to execute Deliverables (e.g., website CMS, social media accounts, design tools).

7. Schedule; Timely Decision Making

a. Schedule. The parties may agree upon a schedule of delivery for the Services that may include obligations on behalf of Client. If Client is delayed in any decision-making or deliverables, it may result in a delay of delivery of the Services. Leap Year shall not be liable for any such delay and Client will be liable in full for all payments for any Services, notwithstanding any such delay.

b. Timely Decision Making. Client acknowledges the nature of the Services and Deliverables involve a level of subjectivity and personal preference, and that in order for the Services and Deliverables to be delivered timely and for Leap Year to allocate its resources properly, Client must make Timely Decisions about look, feel, color, font and all other design and content aspects of the Services and Deliverables. Client agrees to provide Timely Decisions about all such aspects. If Client does not provide Timely Decisions which results in any delay to any agreed timeline, Leap Year shall not be liable for any such delay and Client will be liable in full for (i) all payments for any Services, notwithstanding any such delay, and (ii) any loss of or interruption to Leap Year's business as a result of any such delay.

8. Support, Acceptance, and Contact Person

a. Support and Acceptance: Leap Year will provide reasonable support prior to delivery of the Deliverables. On the earlier of (i) Client's acceptance of a Deliverable or (ii) thirty (30) days after delivery ("Acceptance Date"), Leap Year shall have no further obligation to provide support. Acceptance may be evidenced by any reasonable means, including but not limited to written confirmation (e.g., email), use of the Deliverable on a website or in external business materials, or use for its intended purpose.

b. Contact Person: Each party shall designate a single point of contact ("Contact Person") responsible for managing the relationship under this Agreement. Leap Year and Client may conclusively rely on the decisions, input, and guidance of the other party's Contact Person as final and binding. Either party may change its designated Contact Person at any time with written notice.

9. Independent Contractor

Leap Year is an independent contractor, and this Agreement shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between the parties for any purpose. Any persons employed or engaged by Leap Year in connection with the performance of our obligations hereunder shall be Leap Year's employees or contractors and Leap Year shall be fully responsible for them.

10. No Exclusivity

Leap Year retains the right to perform the same or similar services for other clients, including those in Client's industry, during and after the term of this Agreement.

11. Publicity and Announcements

Client shall not (orally or in writing) publicly disclose or issue any press or make any other public statement, or otherwise communicate with the media, concerning the existence of this Agreement or the subject matter hereof, without the prior written approval of Leap Year.

12. Non-Solicitation; Liquidated Damages

a. Non-Solicitation. Client agrees that, during the term of this Agreement and for a period of two (2) years following its termination or expiration for any reason, Client shall not, directly or indirectly, solicit, induce, or attempt to solicit or induce any employee, consultant or contractor of Leap Year to terminate his or her employment with Leap Year or to discontinue or materially reduce or diminish such person's employment, consultant, contractor or other business Agreement or relationship with Leap Year.

b. Liquidated Damages. In the event of a breach of Section 12(a), Client agrees to pay Leap Year, as liquidated damages and not as a penalty, the greater of (i) an amount equal to the actual out-of-pocket costs incurred by Leap Year for a recruiter to replace the solicited individual, plus an amount equal to six (6) months of the compensation paid by Leap Year to the solicited individual to account for the loss of their services; or (ii) Fifty Thousand Dollars ($50,000).

c. Acknowledgement. The parties acknowledge and agree that Leap Year runs its business utilizing consultants and contractors as well as employees, that this engagement provides for the direct relationship between Client and such employees, consultants and contractors, and this non-solicit clause protects Leap Year's legitimate business interests in keeping its team intact in order to service all clients and retain team cohesion. Accordingly, the parties agree that the damages arising from a breach of Section 12(a) would be difficult to ascertain with reasonable certainty, and the amounts specified above represent a fair and reasonable estimate of such damages.

13. Term and Termination

a. The term of this Agreement commences on the date of this Agreement and continues until delivery of all Deliverables, as determined by Leap Year.

b. Notwithstanding the foregoing, Leap Year may terminate this Agreement at any time for any or no reason by giving ten (10) days' prior written notice to Client.

c. Either party may terminate this Agreement with immediate effect upon notice to the other party, if the other party: (i) fails to pay any amount when due under this Agreement; (ii) materially breaches any term of this Agreement, in whole or in part, provided that prior to terminating this Agreement the terminating party shall provide written notice of such breach and thirty (30) days' opportunity for the breaching party to cure; or (iii) becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.

14. No Refunds & Rescheduling

a. Refunds: All fees are non-refundable.

b. Rescheduling: If Client cancels or reschedules any scheduled session with less than 48 hours' notice, Leap Year may charge a rescheduling fee of up to $1,000.

15. Disclaimers; Representations

a. Leap Year does not guarantee specific business outcomes, revenue, or results. The Services are advisory and, where applicable, executional in nature. Client remains solely responsible for implementing recommendations and making business decisions.

b. Leap Year represents and warrants that, to its actual knowledge, none of the Services, Deliverables, or Client's use thereof infringe or will infringe any registered intellectual property of any third party arising under the laws of the United States.

c. NO OTHER REPRESENTATIONS OR WARRANTIES; NON-RELIANCE. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 15, (A) NEITHER PARTY HERETO, NOR ANY OTHER PERSON ON SUCH PARTY'S BEHALF, HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE, OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) EACH PARTY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY, OR ANY OTHER PERSON ON SUCH PARTY'S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 15.

16. Limitation of Liability

a. NO LIABILITY FOR CONSEQUENTIAL OR INDIRECT DAMAGES. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF USE, REVENUE OR PROFIT, BUSINESS INTERRUPTION, AND LOSS OF INFORMATION), WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

b. MAXIMUM LIABILITY. EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS ACTUALLY PAID BY CLIENT UNDER THIS AGREEMENT IN THE ONE YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

17. Miscellaneous

a. Notices. All notices, requests, consents, claims, demands, waivers, summons and other legal process, and other similar types of communications hereunder (each, a "Notice") must be in writing and addressed to the relevant party at the address set forth on the first page of this Agreement (or to such other address listed on such party's website). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage prepaid). A Notice is effective only (i) upon receipt by the receiving party and (ii) if the party giving the Notice has complied with the requirements of this Section.

b. Assignment; Successors. Client shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of Leap Year, provided that Client may assign this Agreement to a successor-in-interest by consolidation, merger or operation of law or to a purchaser of all or substantially all of its assets. Any purported assignment or delegation in violation of this Section shall be null and void. Leap Year may at any time assign, transfer, or subcontract any or all of its rights or obligations under this Agreement without Client's prior written consent. No assignment shall relieve the assigning party of any of its obligations hereunder. Any attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void. This Agreement will inure to the benefit of and be binding upon each of the parties and each of their respective permitted successors and permitted assigns.

c. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

d. Headings. The titles and headings of sections are included for convenience of reference only and are not to be considered in construction of the provisions hereof.

e. GOVERNING LAW; ARBITRATION CLAUSE. THIS AGREEMENT AND ALL MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT ARE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PROVISIONS. THE PARTIES TO THIS AGREEMENT SHALL SUBMIT ALL DISPUTES ARISING UNDER THIS AGREEMENT TO ARBITRATION IN NEW YORK CITY, NEW YORK BEFORE THREE (3) ARBITRATORS IN ACCORDANCE WITH JAMS ARBITRATION AND ITS RULES RELATING TO COMMERCIAL DISPUTES. THE ARBITRATORS SHALL BE SELECTED BY APPLICATION OF THE RULES OF JAMS, OR BY MUTUAL AGREEMENT OF THE PARTIES, EXCEPT THAT SUCH ARBITRATORS SHALL EITHER BE AN ATTORNEY ADMITTED TO PRACTICE LAW IN NEW YORK OR A RETIRED JUDGE. THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH ARBITRATION AND VENUE AND WAIVE THE DEFENSE OF INCONVENIENT FORUM TO THE MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING IN SUCH VENUE. NO PARTY TO THIS AGREEMENT WILL CHALLENGE THE JURISDICTION OR VENUE PROVISIONS AS PROVIDED IN THIS AGREEMENT. NOTHING CONTAINED HEREIN SHALL PREVENT EITHER PARTY FROM OBTAINING AN INJUNCTION IN CONNECTION WITH A BREACH OF SECTION 5 OR 12.

f. Amendment. This Agreement, and each of the terms and provisions hereof, may only be amended, modified, waived, or supplemented by an Agreement in writing signed by each party.

g. No Waiver. Either party's failure to insist upon strict compliance with any provision of, or to assert any right under, this Agreement shall not be deemed to be a waiver of such provision or right or of any other provision or right under this Agreement.

h. No Presumption Against Drafter. This Agreement is the product of negotiations between the parties hereto represented by sophisticated counsel of their own choosing, and each party contributed to its revisions. Any ambiguities with respect to any provision of this Agreement will be construed fairly as to all parties and not in favor of or against any party. Any rules of construction relating to interpretation against the drafter of an Agreement shall not apply to this Agreement and are expressly waived. This Agreement will be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

i. Survival. The following sections survive termination of this Agreement: Section 4 (Intellectual Property); Section 5 (Confidentiality); Section 12 (Non-Solicitation); Section 16 (Limitation of Liability); and Section 17 (Miscellaneous).

j. Entire Agreement. This Agreement constitutes the sole and entire Agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, Agreements, representations, and warranties, both written and oral, with respect to such subject matter.

k. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

BY CLICKING "I AGREE" AND COMPLETING YOUR PURCHASE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO THIS AGREEMENT.