This Master Services Agreement ("Agreement") is between SnapAgency LLC d/b/a "WhatSnap Agency," a Wyoming limited liability company with a registered office at 30 N Gould Street, Suite R, Sheridan, WY 82801 ("SnapAgency," "we," "us," or "our"), and the entity or individual that signs an Order Form, accepts these terms in the checkout flow, or otherwise engages SnapAgency to provide the Services ("Client," "you," or "your").

By signing an Order Form, accepting these terms, or instructing SnapAgency to begin the Services, Client represents that it has authority to bind the entity on whose behalf it acts and that it has read, understood, and agreed to this Agreement.

1. The Services

1.1 Done-for-you messaging operations

SnapAgency provides a done-for-you ("DFY") managed messaging service for businesses that want the benefits of multi-channel peer-to-peer messaging without operating the underlying infrastructure themselves. Under this Agreement, SnapAgency:

(a) procures and configures messaging Lines licensed from iSnap LLC (an affiliated Wyoming limited liability company that owns and operates the underlying telephony, iMessage, WhatsApp, and SIM infrastructure — see Section 1.3);

(b) provisions and operates the WhatSnap software platform on Client's behalf to bridge those Lines to Client's GoHighLevel account or other supported CRM;

(c) configures, monitors, maintains, and (where required) replaces Lines that are throttled, flagged, or terminated by carriers, Apple, or Meta;

(d) provides setup, onboarding, and ongoing operational support as set out in the applicable Statement of Work or Order Form;

(e) provides reporting and account reviews at the frequency set out in the Order Form.

1.2 What the Services are not

The Services are not:

a peer-to-peer messaging application that Client operates from its own devices;
a self-service SaaS subscription (for that, see the WhatSnap LLC offering at whatsnap.ai);
legal, compliance, marketing-strategy, or copywriting advice;
a guarantee of message delivery, reply rate, conversion, or revenue.

1.3 Disclosure of the SnapAgency / iSnap relationship

Lines used in the Services are owned and licensed by iSnap LLC, an affiliate of SnapAgency at the same Wyoming address. SnapAgency licenses those Lines from iSnap on commercial arm's-length terms documented in a Master Line License Agreement between SnapAgency and iSnap. Client's relationship is exclusively with SnapAgency under this Agreement; Client has no direct contractual relationship with iSnap, and Client is not a third-party beneficiary of the SnapAgency / iSnap arrangement.

1.4 Statements of Work and Order Forms

Specific deliverables, line counts, monthly recurring fees, setup fees, channels (iMessage / SMS / WhatsApp), reporting cadence, and any custom services are set out in an Order Form (and, where applicable, a more detailed Statement of Work) executed by both parties. In the event of a conflict, the order of precedence is: (1) signed addenda; (2) the Order Form / SOW; (3) this Agreement; (4) the Acceptable Use Policy; (5) the Privacy Policy; (6) the Refund Policy.

2. Term, renewal, termination

2.1 Initial term

The initial term ("Initial Term") starts on the Order Form's effective date and continues for the period stated on the Order Form (default: twelve (12) months, billed monthly or annually at Client's election).

2.2 Automatic renewal

The Initial Term automatically renews for successive twelve (12)-month periods (each, a "Renewal Term" and, together with the Initial Term, the "Term") unless either party gives the other written notice of non-renewal at least thirty (30) days before the end of the then-current Term. Renewal rates are at the then-current Order-Form rate; SnapAgency will notify Client of any renewal rate change at least thirty (30) days before renewal.

2.3 Termination for cause

Either party may terminate this Agreement immediately on written notice if the other:

(a) materially breaches and fails to cure within thirty (30) days after written notice (or, for non-payment, ten (10) business days); (b) becomes insolvent, files for bankruptcy, makes an assignment for the benefit of creditors, or has a receiver appointed; or (c) violates any applicable law in a way that creates material risk for the non-breaching party.

SnapAgency may also terminate immediately if Client (i) violates the AUP, (ii) provides materially false information about its identity, business, or intended use, (iii) uses the Services to send content that is unlawful, fraudulent, or that creates a credible risk of legal or platform liability to SnapAgency or iSnap, or (iv) initiates an undisputed chargeback.

2.4 Termination for convenience

Either party may terminate this Agreement for convenience at the end of any Renewal Term on thirty (30) days' written notice. Termination for convenience during the Initial Term or a Renewal Term does not relieve Client of any remaining minimum-commitment obligations stated on the Order Form (see Section 4.7).

2.5 Effect of termination

On termination:

(a) Client's right to use the Services ends as of the effective date;

(b) Lines provisioned for Client revert to iSnap LLC (see Section 1.3). Numbers cannot be ported to Client or to another provider unless Client has paid the applicable port-out fee under Section 4.6 and the port-out is technically possible under carrier and platform rules. Once a number reverts, it may be recycled, suspended, or reissued to another customer; SnapAgency has no obligation to preserve it.

(d) SnapAgency will, on Client's written request within thirty (30) days of termination, provide Client with a final export of Client's contact records and conversation history routed through the Services in a commercially reasonable format;

(e) SnapAgency will delete or anonymize Client Data in accordance with the Privacy Policy retention schedule.

2.6 Survival

Sections 4 (Fees), 5 (Client responsibilities), 7 (Confidentiality), 9 (IP), 10 (Warranties), 11 (Liability), 12 (Indemnity), 13 (Disputes), and any other provision that by its nature should survive, will survive termination.

3. Provisioning, onboarding, and operations

3.1 Onboarding

After Order Form execution, the parties will follow the onboarding plan described in the SOW. SnapAgency targets initial-line provisioning within ten (10) business days of receipt of all required information from Client, but does not guarantee any specific provisioning timeline. Provisioning depends on carrier registration (10DLC), Apple ID setup, WhatsApp Business onboarding, and Client's timely cooperation.

3.2 Client cooperation

Client will (a) provide accurate and complete information requested by SnapAgency for provisioning, including business registration documents required for 10DLC, brand, and campaign approvals; (b) provide GoHighLevel sub-account access; (c) review and approve message templates and campaign content before launch; (d) respond promptly to SnapAgency requests for information; and (e) refrain from sending traffic that would jeopardize Line health (see AUP).

3.3 Line health management

SnapAgency monitors Line health and will, in its reasonable judgment, throttle, pause, or rotate Lines that are flagged, throttled, or at material risk of suspension by a carrier or platform. Where a Line is permanently suspended or terminated by a carrier, Apple, or Meta, SnapAgency will use commercially reasonable efforts to provision a replacement Line within thirty (30) days. A replacement Line will use a different telephone number and, where applicable, a different Apple ID or WhatsApp account.

3.4 No guarantee of delivery or outcome

Message delivery depends on Customer Devices, carriers, platforms, Recipient devices, content filtering, and Recipient behavior. SnapAgency makes no warranty about delivery, read, reply, opt-out, conversion, revenue, or any other outcome of Client's messaging. SnapAgency is not responsible for Recipient responses or for Customer's compliance with applicable law (see AUP).

4. Fees and payment

4.1 Setup Fee

A one-time setup fee ("Setup Fee") of seven hundred U.S. dollars ($700) per Line (or the rate set out on the Order Form) is due on Order Form execution. The Setup Fee covers carrier and platform registration, account provisioning, agent / device configuration, GoHighLevel integration, and onboarding work performed by SnapAgency. The Setup Fee is non-refundable once SnapAgency has begun the provisioning work for the corresponding Line, except as expressly stated in the Refund Policy.

4.2 Monthly recurring Fee

A monthly recurring fee ("MRR Fee") of two hundred seventy-five U.S. dollars ($275) per Line (or the rate set out on the Order Form) is due in advance on the same day of each month, beginning on the date the Line is provisioned and made available to Client.

4.3 Annual prepay discount

Client may prepay twelve (12) months of the MRR Fee at the discounted annual rate set out on the Order Form (currently $220/month equivalent, or $2,640 per Line per year). Annual prepayments are non-refundable except as set out in the Refund Policy.

4.4 Discount codes and promotional rates

Promotional discounts apply only as expressly stated in the Order Form or checkout. Discounts apply only for the first paid period unless otherwise stated and do not carry over on renewal.

4.5 Price changes

SnapAgency may change the MRR Fee or Setup Fee for future periods on at least thirty (30) days' prior written notice to Client. Price changes do not affect periods Client has already paid for. If Client does not accept the change, Client's sole remedy is to terminate at the end of the then-current term under Section 2.4.

4.6 Port-out fees

If Client requests that a telephone number be ported out to another carrier or provider, and the port-out is technically and contractually possible under the applicable carrier and platform terms, Client may request the port-out by emailing [email protected]. A non-refundable port-out fee of fifty U.S. dollars ($50) per number applies and must be paid in advance. If Client's subscription has lapsed for thirty (30) or more days, port-out is no longer possible and the number reverts to iSnap.

4.7 Minimum commitment

Annual plans and Order Forms with an Initial Term longer than one (1) month carry a minimum-commitment obligation for the full Initial Term. If Client terminates for convenience, fails to pay, or is terminated for cause during the Initial Term, the remaining MRR Fees for the Initial Term accelerate and become immediately due (subject to SnapAgency's mitigation duty where required by Wyoming law). Client acknowledges that this represents a reasonable estimate of damages given (i) Setup Fees, (ii) carrier and platform registrations specific to Client's brand and campaigns, and (iii) iSnap line-licensing commitments SnapAgency makes on Client's behalf — and is not a penalty.

4.8 Taxes

Fees are exclusive of taxes (sales, use, value-added, GST, similar). Client is responsible for paying all such taxes other than taxes on SnapAgency's net income.

4.9 Late payment

If Client fails to pay any undisputed amount when due, SnapAgency may (a) charge interest at the lesser of 1.5% per month or the maximum permitted by Wyoming law, (b) recover reasonable collection costs and attorneys' fees, (c) suspend the Services on five (5) business days' written notice, and (d) refuse to provision or replace Lines until payment is current.

4.10 Disputed charges and chargebacks

Client must notify SnapAgency in writing of any disputed charge within thirty (30) days of the invoice or charge date; otherwise, the charge is conclusively deemed accepted. Client must contact SnapAgency before initiating any chargeback. Initiating a chargeback for an undisputed charge is a material breach and may result in immediate termination, line revocation, and the acceleration described in Section 4.7. If a chargeback is reversed in SnapAgency's favor or is filed in bad faith, Client is liable for the disputed amount plus a $50 administrative fee plus any processor fees and penalties.

5. Client responsibilities

Client is solely responsible for:

(a) Legal compliance — including TCPA, CAN-SPAM, FCC rules, state telemarketing and consumer-privacy laws, GDPR and UK GDPR where applicable, CCPA and analogous state privacy statutes, and all Platform Requirements (CTIA Messaging Principles, 10DLC, Apple iMessage rules, Meta WhatsApp Business Solution Terms, GoHighLevel terms, Twilio AUP where applicable). See Acceptable Use Policy for detail.

(b) Recipient consent and opt-out — obtaining valid prior consent (express written consent for marketing under TCPA) before any message, and honoring opt-out requests across all Lines and channels. SnapAgency does not validate Recipient consent and is not liable for the consequences of Client's failure to obtain it.

(c) Content approval — reviewing and approving all message templates, scripts, and content. SnapAgency may draft suggested copy but Client is the sole owner and approver of all content sent.

(d) Recordkeeping — maintaining records of consent, opt-out, campaign content, and recipient lists for at least four (4) years and producing them on request from SnapAgency, a carrier, a platform, or a regulator.

(e) Cooperation — providing information, approvals, and access required for SnapAgency to perform the Services.

(f) No prohibited use — not directing SnapAgency to take any action that would violate the AUP, applicable law, or Platform Requirements.

(g) No PHI without BAA — not transmitting Protected Health Information through the Services unless a separate Business Associate Agreement has been executed.

6. Lines, numbers, and provider relationships

6.1 Title to Lines

Telephone numbers, Apple IDs, WhatsApp accounts, and SIMs used to deliver the Services are licensed to SnapAgency by iSnap LLC and are not owned by Client. Client has a non-exclusive, non-transferable, revocable right to use the Lines during the Term solely for Client's own messaging operations under this Agreement. Client may not transfer, assign, sublicense, or sell access to a Line. Client may request port-out under Section 4.6 only.

6.2 Line termination by carrier or platform

If a carrier, Apple, or Meta terminates, suspends, or blocks a Line for any reason, Client acknowledges that:

(a) SnapAgency has no control over the third party's decision; (b) SnapAgency will use commercially reasonable efforts to provision a replacement under Section 3.3; (c) SnapAgency is not liable for any loss arising from the termination (see Section 11); (d) Client remains liable for the MRR Fees during the replacement window unless the outage exceeds the threshold in the Refund Policy Section 5.

6.3 GoHighLevel and CRM access

The Services require SnapAgency to access Client's GoHighLevel sub-account (or other CRM as applicable). Client grants SnapAgency a limited license to access and operate within that sub-account for the duration of the Services and represents that it has the right to grant that access.

7. Confidentiality

Each party will use the other's confidential information only as needed to perform under this Agreement, protect it with at least reasonable care, and limit disclosure to personnel and advisors under like obligations. Exceptions for publicly available, independently developed, lawfully received, or legally compelled disclosure apply.

8. Data — controller positioning

For this DFY engagement, SnapAgency operates the messaging program on Client's behalf and exercises editorial and operational discretion in doing so (Line selection, send timing, deliverability tuning, content recommendations). The parties are therefore joint controllers with respect to message content and Recipient personal data, as more fully described in the Privacy Policy and, where applicable, a Joint-Controller Addendum executed between the parties.

For account, billing, and administrative data about Client, SnapAgency is an independent controller.

9. Intellectual property

9.1 SnapAgency materials

SnapAgency retains all right, title, and interest in and to its methodologies, software tools, templates, training materials, and other intellectual property used to perform the Services. SnapAgency grants Client a limited, non-exclusive, non-transferable license to use deliverables solely for Client's internal business purposes during the Term, and on a perpetual basis for any deliverables expressly identified as "owned by Client" in the SOW.

9.2 Client materials

Client retains all right, title, and interest in its brand, content, contact records, and any other materials it provides to SnapAgency. Client grants SnapAgency a limited license to use those materials solely to perform the Services.

9.3 Feedback

If Client provides feedback or suggestions, SnapAgency may use that feedback without restriction or compensation. SnapAgency acquires no right to Client's confidential information or trade secrets through this license.

9.4 Aggregated learnings

SnapAgency may retain and use aggregated, de-identified learnings about Service performance for its own purposes, provided that such learnings do not identify Client or any individual Recipient.

10. Warranties and disclaimers

10.1 Mutual

Each party warrants that it has the authority to enter into this Agreement.

10.2 SnapAgency

SnapAgency will perform the Services with reasonable care and skill consistent with prevailing industry practice. Except as expressly stated in this Section 10, the Services are provided "as is" and "as available." SnapAgency disclaims all other warranties, express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, and warranties arising from course of dealing or usage of trade. Without limiting the foregoing, SnapAgency does not warrant:

(a) that the Services will be uninterrupted, secure, timely, or error-free; (b) that any message will be delivered, received, read, or read in a timely manner; (c) that any Line will not be suspended, throttled, or terminated by a carrier, Apple, Meta, GoHighLevel, or Twilio; (d) that Client's use of the Services will comply with applicable law or Platform Requirements (Client is responsible); (e) any specific reply rate, conversion rate, or revenue outcome.

10.3 No legal advice

SnapAgency does not provide legal advice. Anything SnapAgency communicates about TCPA, CAN-SPAM, GDPR, CCPA, 10DLC, Apple iMessage policy, WhatsApp Business policy, or any other legal topic is informational only and is not a substitute for legal counsel.

11. Limitation of liability

11.1 Excluded damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, REPUTATION, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

11.2 Cap

EXCEPT FOR THE EXCLUSIONS IN SECTION 11.3, EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS ($100), OR (B) THE FEES PAID OR PAYABLE BY CLIENT TO SNAPAGENCY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (OR, IF THE TERM IS SHORTER, THE FEES PAID OR PAYABLE DURING THE TERM).

11.3 Carve-outs

The exclusions in Section 11.1 and the cap in Section 11.2 do not apply to: (a) Client's payment obligations; (b) Client's indemnification obligations under Section 12; (c) a party's gross negligence or willful misconduct; (d) Client's misuse of intellectual property; (e) any liability that cannot be limited under applicable law.

11.4 Third-party platform actions

SnapAgency is not liable for any loss arising from: (a) suspension, throttling, filtering, blocking, banning, or termination of any Line, telephone number, Apple ID, WhatsApp account, SIM, sender ID, or campaign by a carrier, aggregator, platform (including Apple, Meta), CRM provider (GoHighLevel), Twilio, or regulator; (b) any change to a third-party platform's policies, technical architecture, or terms; (c) any outage, latency, or degradation of a third-party platform or carrier; (d) any TCPA, CAN-SPAM, GDPR, CCPA, or other regulatory enforcement against Client.

12. Indemnification

12.1 By Client

Client will defend, indemnify, and hold harmless SnapAgency, iSnap, and their respective affiliates, officers, directors, employees, contractors, and agents from any third-party claim, demand, suit, investigation, fine, penalty, judgment, or settlement (each, a "Claim"), and any related losses, damages, costs, and reasonable attorneys' fees, arising out of or related to:

(a) Client Data, message content (including SnapAgency-drafted copy that Client approves), sender IDs, campaigns, recipient lists, devices, or accounts used in connection with the Services;

(b) Client's alleged or actual violation of applicable law (including TCPA, CAN-SPAM, FCC rules, state privacy or telemarketing laws, GDPR, CCPA, consumer-protection laws);

(d) any carrier, aggregator, regulator, or platform Claim attributable to Client's traffic, complaint rates, registration status, sender ID, or content;

(e) any Recipient or third-party Claim relating to unwanted messaging, lack of consent, opt-out failure, misrepresentation, harassment, or content;

(f) Client's breach of this Agreement, the AUP, or the Privacy Policy.

12.2 By SnapAgency — IP indemnity

SnapAgency will defend Client against any third-party Claim alleging that SnapAgency-developed deliverables (excluding Client-provided content and excluding third-party software) directly infringe a U.S. patent, copyright, or trademark, and SnapAgency will indemnify Client for damages and reasonable attorneys' fees finally awarded against Client or agreed by SnapAgency in settlement, subject to standard carve-outs (Client modifications, combinations, use after notice to stop, use in violation of this Agreement). SnapAgency may at its option procure rights, modify deliverables, or terminate and refund.

12.3 Procedure

Same as the procedure in WhatSnap LLC's Terms — prompt notice, indemnifying party controls defense and settlement, reasonable cooperation, no settlement requiring admission of liability or payment by Indemnified Party without consent.

13. Governing law; disputes

Governing law (Wyoming), informal-resolution prerequisite (30 days), mandatory individual binding arbitration administered by AAA (Commercial Arbitration Rules, seat in Natrona County, Wyoming, single arbitrator), class and jury waivers, carve-outs (small claims, IP injunctive relief, EFAA 2021), arbitration opt-out (30 days), mass-arbitration batching, and prevailing-party fees — on the same terms as Sections 15.1 through 15.8 of the WhatSnap LLC Terms of Service, mutatis mutandis, with all references to "WhatSnap" or "WhatSnap LLC" replaced by "SnapAgency LLC" and all references to "the Services" replaced by the Services described in this Agreement. Those sections are incorporated here by reference.

14. General

14.1 Notices

Notices to SnapAgency: [email protected] with copy to SnapAgency LLC, 30 N Gould Street, Suite R, Sheridan, WY 82801. Notices to Client: the email and address on the Order Form.

14.2 Assignment

Client may not assign without SnapAgency's consent, except in a merger, acquisition, or sale of all or substantially all assets on notice. SnapAgency may assign to an affiliate, in connection with a corporate transaction, or by operation of law.

14.3 Independent contractors; no third-party beneficiaries

The parties are independent contractors. iSnap LLC is an express intended third-party beneficiary of Client's indemnification obligations under Section 12.1 and may enforce those obligations directly. Otherwise, this Agreement creates no rights for any third party.

14.4 Severability, waiver, entire agreement, force majeure, counterparts, anti-corruption, construction

Same as the corresponding provisions of the WhatSnap LLC Terms (Sections 15.6 [opt-out reference] through 19.9 [counterparts]), mutatis mutandis, incorporated here by reference.

15. Contact

SnapAgency LLC (d/b/a WhatSnap Agency) 30 N Gould Street, Suite R Sheridan, WY 82801 United States

Legal: [email protected]
Privacy / DSAR: [email protected]
Billing: [email protected]
Abuse: [email protected]
Support: [email protected]