Leap Incentives Services — Terms of Service

Welcome, and thank you for your interest in Leapfrog Power, Inc. (“Leap,”  “we,” or “us”) and our Incentives Services, which we make available through the Leap Incentives Gateway (the “Incentives Gateway”). These Terms of Service (these “Terms” or this “Agreement”) are a legally binding contract between you, the entity you represent (“Partner,”  “you,” or “your”), and Leap, governing your access to and use of the Incentives Services described below (the “Services”). By accepting these Terms as described in the Acceptance section, you agree to be bound by this Agreement.

Acceptance of These Terms

You accept these Terms electronically when you activate a subscription to the Services through Leap’s self-serve onboarding — specifically, by selecting the box indicating that you agree to these Terms and completing activation of your subscription (the point at which you provide a valid payment method and Leap creates your billing subscription). There is no separate order form and no signature is required. By accepting, the individual completing activation represents and warrants that they are authorized to bind the Partner to this Agreement, and Leap records the version of these Terms accepted together with the date and time of, and the account associated with, that acceptance. If you do not agree to these Terms, do not accept them and do not use the Services.

Leap may update these Terms from time to time. The version in effect at the time you accept governs your use of the Services until an updated version takes effect as described in this paragraph. If Leap makes material changes, Leap will make the updated Terms available and will require you to accept them to continue using the Services. For other updates, Leap will provide notice (email or in-product notice sufficing), and the updated Terms will take effect on the date stated in the notice, no earlier than the start of your next billing period; your continued use of the Services after that date constitutes acceptance of the updated Terms.

Definitions

Capitalized terms have the meanings given where they first appear. In addition:

• “Customer” means an end customer of Partner on whose behalf Partner uses the Services.
• “Lookup” means one inquiry into the incentives available for a specific Customer location and one or more devices, submitted through the Services (whether via the API or a user interface), including each such inquiry within a batch submission.
• “Application” means a rebate or incentive application that the Services prepare, file, or track with the applicable incentive program or program administrator on behalf of a Customer for an installed device. An Application is “Completed” when the Services first record it as having reached completed status — that is, when the information and documentation required for that Application have been collected and processed through the Services.
• “Plan” means the service plan (or “Tier”) you select for the Services, as described in the Fees and Payment section.
• “Partner Data” and “Customer Data” have the meanings given in the Ownership section.
• “Term” has the meaning given in the Term and Termination section.

1. Services Overview

Leap will use commercially reasonable efforts to provide you with the Services during the Term. The Services consist of the following, as selected and enabled through your Leap account:

• Lookups. API and user-interface components — including the partner portal, embeddable components, and batch (file-upload) tools — that surface incentive eligibility and estimated values for Customers, supporting the discovery of eligible incentives at or before the point of sale.
• Applications.Post-install application automation that prepares, files, and tracks rebate and incentive Applications with the applicable programs and program administrators on behalf of Customers for installed devices, from information collection through submission and tracking of the program’s decision.
• VPP and grid-program referrals. The Services may also identify or enable referral of Customers into virtual power plant (VPP), managed charging, or similar grid programs. Enrollment in those programs, and any compensation relating to them, are subject to separate terms and are not governed by this Agreement.

Access and Use.Use of the Services requires a Leap account, and API access requires an active subscription. You are responsible for the acts and omissions of anyone who accesses the Services using your account or credentials, and you will keep all access credentials (including API keys) confidential and secure. You may use the Services and the data they return solely for your own business in connection with your Customers, and you may not resell, redistribute, or otherwise make the Services available to third parties as a stand-alone service. You will use the Services in accordance with applicable law, Leap’s technical documentation, and any usage or rate limits Leap communicates or applies, and you will submit only information you have the right to provide (see the Warranties section).

The specific Services, features, and Plan available to you are those you select through Leap’s self-serve onboarding and account settings, and may be changed as described in the Fees and Payment section. Certain features may be offered as beta or early-access features. Leap may add, modify, or discontinue features of the Services from time to time.

2. Fees and Payment

• Fees. The fees for the Services (the “Fees”) are the fees for the Plan you select during onboarding or in your account settings, as displayed at the time of selection and on Leap’s pricing page then in effect. Fees may include a recurring monthly Plan fee, usage-based charges for Lookups, and charges for Completed Applications, in each case as described for your selected Plan. By selecting a Plan, you agree to the Fees displayed for that Plan at the time of selection. Fees are stated and charged in U.S. dollars.
• Plans and Tiers.The Services are offered in Plans that differ by recurring monthly fee (if any), included per-billing-period usage allowances (for example, included Lookups and included Applications, which reset each billing period), per-unit rates for Lookups beyond those allowances, and the Application fee rate. The Plans available to you, their allowances, and their rates are those displayed on Leap’s pricing page and in-product at the time of your selection. Certain Plans (for example, higher-volume or custom plans) are offered by arrangement with Leap and may be governed by a separate written agreement as described in the General section.
• Introductory Allowance.New accounts may receive a one-time introductory allowance of Lookups at no charge, as described on Leap’s pricing page at signup. The introductory allowance applies once per Partner organization; it is applied to Lookups not covered by your Plan’s included per-period allowance until it is exhausted, does not reset or renew, is not affected by Plan changes, cancellation, or re-activation, and has no cash value.
• Payment Method; Auto-Pay.A valid payment method (such as a credit card) is required to activate and maintain your subscription. You authorize Leap and its payment processor to store your payment method and to automatically charge it for all Fees when due, without further action by you. You are responsible for keeping a valid payment method on file. Payments are processed by Leap’s third-party payment processor, and your use of that processor may be subject to its terms. This authorization survives termination or cancellation with respect to Fees incurred through the effective date of termination.
• Billing Cycle; Metered Usage in Arrears. Your subscription is billed on a recurring monthly cycle anchored to the date you activate. Recurring Plan Fees are charged for each billing period, and usage-based Fees (Lookups and Applications) are metered by Leap and billed in arrears on the invoice for the billing period in which the usage occurred. Taxes, payment processing fees (if any), and currency conversion charges are your responsibility.
• Lookup Metering.Each unique Lookup request successfully processed by the Services is counted once per billing period; repeat submissions of the same request within a billing period are not counted again, and requests the Services do not successfully process are not counted. In each billing period, counted Lookups are applied first against your Plan’s included per-period allowance (if any), then against any remaining introductory allowance; each remaining Lookup is charged at your Plan’s per-Lookup rate.
• Application Fees.An Application becomes billable when it is first Completed, and each Application is billable at most once. In each billing period, Completed Applications are applied against your Plan’s included per-period Application allowance (if any) in the order they are Completed; each additional Completed Application is charged a fee equal to a percentage of that Application’s total incentive amount — the total amount requested in the Application, as recorded by the Services at the time it is first Completed — at the rate for your Plan displayed on Leap’s pricing page.
• Usage Measurement.Leap meters usage of the Services, and Leap’s measurements are the basis for usage-based Fees and, absent manifest error, control. Leap makes current-cycle usage and upcoming charges visible in your account. If you believe a charge is incorrect, you must notify Leap in good faith within 30 days of the date of the invoice reflecting the charge; undisputed amounts remain payable when due, and charges not disputed within that period are deemed accepted (absent manifest error).
• Usage Changes (Upgrades and Downgrades).You may change your Plan through your account or by contacting Leap. Upgrades take effect immediately: the recurring Plan fee is prorated and charged at the time of the upgrade, and the upgraded Plan’s allowances and rates apply to the billing period in which the upgrade takes effect. Downgrades take effect at the start of your next billing period; until then your current Plan (and its Fees) remains in effect, and you may cancel a pending downgrade before it takes effect. Downgrades do not entitle you to a refund of Fees already charged or invoiced.
• Fee Changes. Leap may change the Fees, rates, allowances, or Plans offered — including during any beta or early-access period — by updating its pricing page and, for any increase in Fees or rates, providing notice (email or in-product notice sufficing). Changes apply prospectively only, beginning no earlier than your next billing period after the change is displayed and any required notice is given. Your continued use of the Services after a Fee change takes effect constitutes acceptance of the changed Fees; if you do not agree, you may cancel as described in the Term and Termination section.
• Non-Payment. If a charge cannot be collected from your payment method, Leap may suspend or limit your access to the Services — including suspending API credentials — until outstanding Fees are paid. Fees are non-refundable except as expressly stated in these Terms or as required by law.

3. Ownership

Leap owns all right, title, and interest in and to the Services, including all software, documentation, and any improvements or modifications thereto. Each party retains all right, title, and interest in and to its pre-existing intellectual property developed independently of this Agreement. As between the parties, Partner retains all right, title, and interest to the data it provides to Leap in connection with its use of the Services (the “Partner Data”). Partner Data includes data regarding Partner’s Customers (“Customer Data”).

4. License

Partner hereby grants to Leap a non-exclusive, worldwide, royalty-free license to use, copy, transmit, display, and otherwise process Partner Data, including any Customer Data, solely to provide and improve the Services, including to recommend and offer products and services to Partner. If Partner provides any feedback to Leap suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Partner grants Leap a royalty-free, irrevocable, worldwide license to use the Feedback, without any attribution or compensation to Partner, for any purpose including to improve the Services and create other products and services.

5. Confidentiality

General. During the term of this Agreement, each party (a “Discloser”) may disclose under this Agreement to the other party (a “Recipient”) confidential and or proprietary materials and information of the Discloser, including information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Leap’s Confidential Information includes the non-public terms and conditions of this Agreement, including any details relating to the Services. Neither party will use or disclose the other party’s Confidential Information to a third party (other than the Recipient’s officers, directors, employees, lenders, counsel, accountants, advisors, or rating agencies, who have a need to know such information and have agreed in writing to keep such terms confidential) except (a) in order to comply with any applicable law, summons, subpoena, exchange rule, or accounting disclosure rule or standard; (b) as necessary for the enforcement of this Agreement and exercise of rights granted hereunder; (c) when required to be released in connection with any regulatory proceeding (provided that the parties cooperate to make reasonable efforts to obtain confidential treatment of the information being released); or (d) with respect to Leap, as necessary to provide the Services.

Exceptions.Confidential Information does not include information that (i) is made generally available to the public without breaching the terms of this Agreement; (ii) is developed by the Recipient independently from any Confidential Information obtained from the Discloser as demonstrated by written or other documentary records; (iii) is disclosed to the Recipient by a third party without any restrictions; or (iv) was in the Recipient’s lawful possession before the disclosure to the Recipient and was not obtained by the Recipient from the Discloser, either directly or indirectly.

Remedies; Survival. The parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation, including specific performance or injunctive relief. With respect to information provided in connection with this Agreement, this obligation shall survive for a period of 3 years following the expiration or termination of this Agreement; provided, however, that with respect to any Confidential Information that constitutes a trade secret, this obligation will survive for so long as such Confidential Information remains a trade secret, and with respect to Customer Data constituting personal information, this obligation will survive for so long as the Recipient retains such information.

6. Publicity

From time to time during or after the Term, the parties may issue a joint press release and case study regarding Partner’s use of the Services. Such press release and case study will be subject to both parties’ prior written approval which shall not be unreasonably withheld. Leap may refer to Partner by name or with Partner’s trade names, trademarks, service marks, and logos (collectively, Partner’s “Marks”), if applicable, and may briefly describe Partner’s business and use of the Services in Leap’s customer lists, marketing materials and website. Partner hereby grants Leap a non-exclusive, royalty-free, non-transferable and non-sublicensable license to use Partner’s Marks solely in connection with the promotion of the Services, provided that Leap will comply with any brand guidelines or other instructions regarding the Marks provided by Partner.

7. Security

Leap will implement and maintain commercially reasonable safeguards, including technical and organizational measures, designed to protect the security, confidentiality, integrity and availability of Partner Data, including Customer Data, in its possession and control against unauthorized access, use, or disclosure.

8. Security Incident

Leap will notify Partner without undue delay upon becoming aware of any breach of Leap’s security safeguards leading to the unauthorized access to, or use or disclosure of, Partner Data, including Customer Data, in Leap’s possession or control (a “Security Incident”). Leap will (i) provide Partner with information reasonably known to Leap regarding the nature and context of the Security Incident in the initial notice and as subsequently requested by Partner and (ii) take reasonable efforts designed to identify the cause of the Security Incident, mitigate the effects of the Security Incident, and prevent the same Security Incident from occurring in the future.

9. Warranties

By Leap. Leap represents and warrants that Leap will provide the Services in a professional manner consistent with applicable industry standards and comply in all material respects with applicable program terms.

By Partner.Partner represents and warrants that (i) Partner will comply with all applicable program terms, (ii) Partner has provided all notices, and obtained and will maintain all rights, consents, and notices, necessary to provide the Partner Data, including all Customer Data, to Leap for use in accordance with this Agreement, (iii) Partner will comply with all applicable agreements between Partner and its Customers, (iv) each Customer has authorized Partner (and Leap, acting on Partner’s behalf) to prepare and submit Applications for that Customer, and (v) the information Partner submits through the Services is accurate and complete in all material respects.

Disclaimer of Warranties.EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND LEAP SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICES. LEAP SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. LEAP MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR ANY OTHER SERVICES OR PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET PARTNER’S, A CUSTOMER’S, OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF PARTNER’S OR A CUSTOMER’S OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. LEAP DISCLAIMS ALL WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PROGRAMS. LEAP DOES NOT GUARANTEE AND DISCLAIMS ALL LIABILITY WITH REGARD TO APPROVAL OF APPLICATIONS, FUNDING AVAILABILITY, OR TIMELINE CONSTRAINTS CONTROLLED BY THIRD-PARTY PROGRAMS AND PROGRAM ADMINISTRATORS. INCENTIVE AMOUNTS AND ELIGIBILITY ARE BASED ON THIRD-PARTY RULES AND DATA AND MAY CHANGE WITHOUT NOTICE.

10. Indemnification

By Partner.Partner shall indemnify, defend and hold harmless Leap, and Leap’s directors, officers, employees, agents, assigns, and successors in interest from and against any and all loss, liability, damage, claim, cost, charge, demand, penalty, fine or expense of any kind or nature (including any direct damage, claim, cost, charge, demand, or expense, and attorneys’ fees and other costs of litigation, arbitration or mediation, and in the case of third-party claims only, indirect or consequential loss or damage of such third-party) (collectively, “Claims”) arising out of or in connection with (a) any material breach made by Partner of its representations, warranties and covenants under this Agreement; (b) any violation of applicable law arising out of or in connection with the Partner’s performance of, or failure to perform its obligations under this Agreement; and (c) any Partner Data (including Customer Data) submitted by Partner to Leap.

By Leap.Leap shall indemnify, defend, and hold harmless Partner, and Partner’s directors, officers, employees, agents, assigns, and successors in interest from and against any and all Claims arising out of or in connection with (a) any material breach made by Leap of its representations, warranties and covenants under this Agreement; (b) any violation of applicable law arising out of or in connection with the Leap’s performance of, or failure to perform its obligations under this Agreement; and (c) a Security Incident to the extent caused by Leap’s failure to maintain the safeguards set forth in the Security section (Section 7) of this Agreement.

Intellectual Property Infringement.Leap shall indemnify, defend, and hold harmless Partner, and Partner’s directors, officers, employees, agents, assigns, and successors in interest from and against any and all Claims to the extent arising from any allegation that the Services infringe or misappropriate any intellectual property right of a third party; provided that Leap’s indemnification obligations hereunder will not apply to the extent the alleged infringement arises from: (a) Partner’s use of the Services in violation of this Agreement; (b) any Customer’s use of the Services in violation of such Customer’s agreement with Leap or any program administrator; (c) modifications to the Services not made by Leap; or (d) combination of the Services with materials not provided by Leap.

11. Limitation of Liability

IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE AMOUNTS PAID OR PAYABLE BY PARTNER IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THE FOREGOING LIMITATIONS WILL NOT APPLY TO EITHER PARTY’S LIABILITY WITH REGARD TO ITS BREACH OF CONFIDENTIALITY OBLIGATIONS (WHICH, FOR CLARITY, DO NOT INCLUDE A SECURITY INCIDENT; SECURITY INCIDENTS ARE ADDRESSED EXCLUSIVELY BY SECTIONS 7, 8, AND 10 AND REMAIN SUBJECT TO THE LIMITATIONS IN THIS SECTION), INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR TO PARTNER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

12. Term and Termination

Term.This Agreement begins on the date you accept these Terms and activate your subscription and continues on a month-to-month basis for as long as your subscription remains active (the “Term”). Each monthly billing period renews automatically until the subscription is cancelled as described below.

Cancellation by Partner. You may cancel your subscription at any time through the cancellation mechanism made available in your account or by notifying Leap (email to suffice). Cancellation stops the automatic renewal of your subscription and takes effect at the end of the then-current billing period. Your access to the Services continues through the end of that billing period, after which the subscription ends.

Suspension or Termination by Leap. Leap may suspend or terminate your access to the Services (a) for non-payment as described in the Fees and Payment section, (b) if you materially breach this Agreement (including the Access and Use provisions) and, where the breach is curable, fail to cure it within a reasonable period after notice, or (c) as necessary to comply with law or program requirements. Leap may decline, pause, or unwind processing of any Lookup or Application that Leap reasonably believes is unauthorized, inaccurate, or fraudulent. Leap may also discontinue the Services generally upon reasonable notice.

Effect of Termination. Upon termination or cancellation, your right to access and use the Services — including API access — ends. You remain responsible for all Fees incurred through the effective date of termination, including usage-based Fees metered during the final billing period and Fees for Applications Completed on or before that date. For Applications that are Completed but not yet submitted as of the effective date of termination, Leap will either submit them within a reasonable period or credit the associated Fees; Leap may otherwise, in its discretion, continue processing or cease work on Applications still pending at termination. Applications Completed after the effective date of termination are not billed. Fees for any billing period are non-refundable once invoiced, even if the Agreement or subscription terminates prior to the end of that period. Leap will charge any remaining Fees owed to your payment method on file, or issue a final invoice, following termination. Sections that by their nature should survive termination — including Ownership, License (solely to the extent needed for Leap to wind down, complete, or comply with law with respect to processing in progress at termination), Confidentiality, Warranties (Disclaimer), Indemnification, Limitation of Liability, and General — survive termination or expiration of this Agreement.

13. General

Assignment. Neither party shall assign this Agreement or its rights hereunder without the prior written consent of the other party, which consent may not be unreasonably withheld; except that either party may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition, sale of substantially all assets, or other change of control of such party, provided that the assignee assumes all obligations of the assigning party under this Agreement. This Agreement shall be binding upon and inure to the benefit of, the parties and their respective successors and assigns. This Agreement is not intended to confer any rights or remedies upon any other persons other than the parties.

Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, epidemics, acts of government, labor disputes, civil disturbances, acts of terrorism, or interruptions of internet or utility services. The affected party shall promptly notify the other party of the force majeure event and use commercially reasonable efforts to resume performance as soon as practicable.

Governing Law. This Agreement and the rights and duties of the parties hereunder shall be governed by and construed, enforced and performed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws. Each party submits to the exclusive jurisdiction of the state and federal courts located in New York County, New York, for the resolution of any disputes arising out of or relating to this Agreement.

Notices.Leap may provide notices under this Agreement by email to the address associated with Partner’s account or by in-product notice, and Partner is responsible for keeping its account email address current. Partner may provide notices to Leap by email to the address Leap designates for notices in-product or on its website. Email notices are deemed given when sent.

Waiver; Amendment; Severability. None of the provisions of this Agreement shall be considered waived by either party unless in writing. Except for updates to these Terms made in accordance with the Acceptance section and Fee changes made in accordance with the Fees and Payment section, this Agreement may only be amended, modified or supplemented by an instrument in writing executed by duly authorized representatives of Leap and Partner. If any part of this Agreement is held to be invalid all other terms of this Agreement shall not be affected thereby but shall remain in force and effect.

Entire Agreement. This Agreement, together with the Plan and Fees you select at signup or in your account and any Leap policies expressly referenced in these Terms, constitutes the entire agreement between the parties as to the subject matter hereof and supersedes all prior or contemporaneous agreements and understandings, whether written or oral, relating to that subject matter. If you and Leap have executed a separate written agreement for the Services (for example, for a custom or higher-volume plan), that agreement governs to the extent it conflicts with these Terms.

These Terms are effective as of August 3, 2026 and form a binding agreement between Partner and Leapfrog Power, Inc.