Master Services Agreement

Section 1 — Definitions

Section 2 — Services and Platform Access

2.1 Provision of Services

Subject to the terms of this Agreement and Dealer's timely payment of all applicable fees, ShotPro grants Dealer a limited, non-exclusive, non-transferable right to access and use the Services during the Term solely for Dealer's internal business operations related to the management, marketing, and administration of a licensed shooting sports facility.

2.2 Order Forms and Document Hierarchy

Services are provided pursuant to Order Forms executed by both parties. In the event of conflict, the following order of precedence controls:

2.3 Support and Maintenance

ShotPro will provide reasonable technical support during published business hours and will perform maintenance as needed. Material reductions in functionality will be communicated with at least thirty (30) days' notice.

2.4 Service Level Commitment

ShotPro targets Platform uptime of 99.5% measured monthly, excluding scheduled maintenance and events outside ShotPro's reasonable control. Dealer's exclusive remedy for failure to meet this target is a service credit as specified in ShotPro's then-current Service Level Policy, incorporated herein by reference.

2.5 Authorized Users

Dealer is responsible for all access to and use of the Platform by its employees, agents, and authorized users, and will promptly notify ShotPro of any unauthorized access or security breach.

Section 3 — Fees and Payment

3.1 Subscription Fees

Dealer will pay ShotPro the subscription fees set forth in the applicable Order Form, billed in advance on a monthly or annual basis as elected. All fees are in U.S. dollars and non-refundable except as expressly provided in the Order Form.

3.2 Usage-Based Fees

Dealer may incur usage-based fees for transactional services (including ShotPass ticketing, SMS, and email) at the rates in the Order Form, invoiced monthly.

3.3 Payment Terms

Invoices are due within fifteen (15) days of the invoice date. Overdue balances accrue interest at 1.5% per month. ShotPro may suspend access upon thirty (30) days' written notice for undisputed past-due balances.

3.4 Taxes

Fees exclude all applicable sales, use, value-added, and similar taxes, for which Dealer is solely responsible.

3.5 Fee Adjustments

ShotPro may adjust subscription fees upon sixty (60) days' prior written notice. Continued use after the effective date constitutes acceptance.

Section 4 — Dealer Responsibilities

4.1 General Obligations

Dealer is solely responsible for: (a) ensuring its use of the Services complies with all applicable laws and regulations; (b) maintaining all required licenses and registrations; (c) the accuracy of all data submitted through the Platform; and (d) all acts and omissions of its authorized users.

4.2 Firearms Licensing

Dealer represents and warrants that it holds and will maintain all required licenses to operate a shooting sports facility, including any applicable Federal Firearms License (FFL). Dealer will promptly notify ShotPro of any suspension, revocation, or material change to any such license.

4.3 Cooperation

Dealer will provide ShotPro reasonable cooperation and access to information as needed to provide the Services, respond to regulatory inquiries, or fulfill compliance obligations under this Agreement or ShotPro's agreements with third-party service providers.

Section 5 — Term and Termination

5.1 Term

This Agreement commences on the Effective Date of the first Order Form and continues until terminated. Each Order Form specifies its subscription term.

5.2 Termination for Convenience

Either party may terminate a month-to-month Order Form on thirty (30) days' written notice. Annual Order Forms are subject to the early termination provisions set forth therein.

5.3 Termination for Cause

Either party may terminate immediately upon written notice if the other: (a) materially breaches this Agreement and fails to cure within thirty (30) days; (b) becomes insolvent or files for bankruptcy; or (c) engages in conduct violating applicable law or creating material regulatory or reputational risk.

5.4 Effect of Termination

Upon termination: (a) all licenses terminate immediately; (b) Dealer ceases all Platform use; (c) ShotPro retains Customer Data for thirty (30) days for export purposes; and (d) all accrued fees and obligations survive. Termination does not relieve Dealer of fees accrued prior to termination or applicable early termination fees.

Section 6 — Confidentiality

6.1 Obligations

Each party agrees to: (a) hold the other's Confidential Information in strict confidence with at least the same care used to protect its own confidential information; (b) not disclose it to any third party without prior written consent; and (c) use it solely to perform obligations under this Agreement.

6.2 Exclusions

Obligations do not apply to information that: (a) becomes publicly available through no breach of this Agreement; (b) was rightfully known without restriction prior to disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is required to be disclosed by law, provided prompt notice is given.

6.3 Survival

Confidentiality obligations survive termination for three (3) years for business information, and indefinitely for trade secrets.

Section 7 — Acceptable Use and Regulatory Compliance

7.1 Permitted Use

Dealer is authorized to access and use the Platform solely for lawful business operations related to the management, marketing, and administration of a licensed shooting sports facility in compliance with all applicable federal, state, and local laws.

7.2 Prohibited Use

Dealer shall not use the Platform, or permit any authorized user to use the Platform, in connection with:

• Any activity unlawful under applicable law, including the unlicensed transfer, sale, or facilitation of sale of firearms, ammunition, or regulated accessories
• Content, communications, or transactions that promote, depict, or facilitate hate speech, discrimination, harassment, or targeted harm
• The sale, promotion, or facilitation of alcohol or tobacco products in any jurisdiction where such activity requires a separate license not held by Dealer
• Any sexually explicit content, services, or communications transmitted through or associated with Dealer's Platform use
• Any activity violating the Acceptable Use Policies of ShotPro's upstream payment processors, including ProPay, Visa, and Mastercard network rules
• Circumvention, manipulation, or misrepresentation of the Platform's fee or pricing display mechanisms in violation of Card Network Rules
• Transmission of spam, malware, viruses, or any other harmful code or content

7.3 Dealer Compliance Representations

Dealer represents and warrants that at all times during the Term:

• Dealer holds all required licenses to operate a firearms-related business, including any applicable FFL
• Dealer's Platform use complies with applicable consumer protection, data privacy, and firearms laws
• Dealer is solely responsible for the lawfulness of all transactions processed through the Platform on its behalf
• Dealer will promptly notify ShotPro of any regulatory investigation, license suspension, or legal proceeding relating to Dealer's Platform use

7.4 SHAFT Industry Acknowledgment and Liability Allocation

The parties acknowledge that ShotPro operates as a technology platform provider to businesses engaged in firearms-related activities — an industry subject to heightened scrutiny by payment networks, financial institutions, and government agencies ("Regulated Activity"). ShotPro does not itself engage in the sale, transfer, or facilitation of firearms transactions.

7.5 Audit and Remediation Rights

ShotPro reserves the right, upon reasonable notice, to: (a) request documentation from Dealer confirming licensure and regulatory compliance; (b) suspend payment processing features pending resolution of any compliance concern flagged by a payment network or regulatory authority; and (c) terminate this Agreement without penalty if Dealer's continued use creates material regulatory, network, or reputational risk to ShotPro.

Section 8 — Data, Privacy, and Security

8.1 Customer Data Ownership

Dealer retains ownership of all Customer Data. ShotPro will process Customer Data only as necessary to provide the Services in accordance with this Agreement and ShotPro's Privacy Policy, incorporated herein by reference.

8.2 Data Processing Agreement

To the extent ShotPro processes personal data on Dealer's behalf, such processing is governed by the ShotPro Data Processing Agreement ("DPA"), incorporated herein by reference and available at shotpronetwork.com/data-processing-agreement.

8.3 Security

ShotPro implements industry-standard technical and organizational measures to protect Customer Data. ShotPro will promptly notify Dealer of any confirmed data breach affecting Customer Data in accordance with applicable law and the DPA.

8.4 Dealer Security Obligations

Dealer is responsible for maintaining the security of its account credentials and for all activities occurring under its account. Dealer will implement reasonable measures to prevent unauthorized Platform access.

8.5 PCI Compliance

Dealer's use of payment processing features is subject to PCI-DSS. Dealer will maintain PCI-DSS compliance and cooperate with ShotPro's and ProPay's compliance verification requests. Dealer bears sole liability for Card Network fines, chargebacks, or assessments arising from PCI-DSS non-compliance.

Section 9 — Payment Processing

9.1 Payment Facilitator Structure

By enrolling in ShotPro's payment processing features, Dealer acknowledges: (a) ShotPro acts as payment facilitator and Dealer is a sub-merchant; (b) Dealer's payment processing is subject to ProPay's Underwriting Policy and Card Network Rules; and (c) ProPay and Wells Fargo Bank, N.A. are third-party beneficiaries of this Agreement with respect to payment processing obligations.

9.2 Exclusivity

ShotPro's payment facilitator arrangement with ProPay requires that ProPay be the exclusive payment processor for all Services. Dealer agrees that all card-based transactions processed through the Platform will be routed exclusively through ShotPro's payment infrastructure. Dealer may not integrate any competing payment processor with the Platform without ShotPro's prior written consent.

9.3 Credit Card Fee Pass-Through

The Platform includes a customer-facing credit card fee pass-through feature ("Credit Card Fee") enabling Dealer to recover payment processing costs from end-customer cardholders. Dealer acknowledges and agrees that:

• Dealer is solely responsible for ensuring any customer-facing Credit Card Fee complies with Card Network Rules, including Visa and Mastercard surcharge and convenience fee regulations
• Under current Card Network Rules, any customer-facing fee applied to a credit card transaction may not exceed the merchant's actual cost of card acceptance, subject to a maximum of 3.0% of the transaction amount
• Dealer must provide all required cardholder disclosures regarding Credit Card Fees at the point of sale, including required signage and receipt language per Card Network Rules
• ShotPro makes no representation regarding the compliance of any specific fee amount configured by Dealer and accepts no liability for Card Network violations arising from Dealer's fee configuration
• Dealer bears sole liability for any Card Network fines, chargebacks, assessments, or regulatory penalties from non-compliant Credit Card Fee structures

9.4 Chargebacks and Disputes

Dealer is solely responsible for all chargebacks, disputes, and reversals arising from transactions processed through the Platform. ShotPro reserves the right to debit Dealer's account for chargeback amounts, associated fees, and Card Network assessments per ProPay's chargeback policy.

9.5 Sub-merchant Compliance

Dealer, as a sub-merchant, represents and warrants to ShotPro, ProPay, and Wells Fargo Bank, N.A. that: (a) all transactions submitted represent bona fide sales of goods or services to Dealer's customers; (b) Dealer will not submit transactions on behalf of any unenrolled third party; (c) Dealer complies with all applicable Card Network Rules and Laws; and (d) all enrollment information provided is true, complete, and not misleading.

9.6 Suspension of Payment Processing

ShotPro may suspend payment processing features immediately, without notice, if: (a) required by ProPay, Wells Fargo Bank N.A., or any card network; (b) ShotPro has reasonable grounds to believe Dealer violated Card Network Rules or applicable law; or (c) Dealer's chargeback ratio or transaction activity creates undue risk to ShotPro or its payment processing partners. ShotPro will promptly notify Dealer of any such suspension.

Section 10 — Warranties and Disclaimers

10.1 ShotPro Warranty

ShotPro warrants that the Services will perform materially in accordance with the applicable Documentation under normal use during the Term.

10.2 Disclaimer

10.3 Dealer Warranties

Dealer represents and warrants that: (a) it has legal authority to enter this Agreement; (b) its Platform use complies with all applicable laws; and (c) all information provided to ShotPro is accurate and complete.

Section 11 — Limitation of Liability

11.1 Exclusion of Consequential Damages

11.2 Liability Cap

11.3 Essential Basis

The parties acknowledge that these limitations reflect a reasonable allocation of risk and form an essential basis of the bargain between the parties.

11.4 Exceptions

These limitations do not apply to: (a) Dealer's indemnification obligations under Section 12; (b) either party's fraud or willful misconduct; or (c) either party's confidentiality obligations under Section 6.

Section 12 — Indemnification

12.1 Dealer's Indemnification Obligations

Dealer shall indemnify, defend, and hold harmless ShotPro Technologies, Inc. and its affiliates, officers, directors, employees, agents, successors, and assigns ("ShotPro Indemnitees") from and against any and all third-party claims, actions, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Dealer's use of the Services in violation of this Agreement, applicable law, or Card Network Rules
• Dealer's engagement in Regulated Activity, including any claim that Dealer's firearms-related operations caused harm to any person or entity
• Dealer's breach of any representation, warranty, or obligation under this Agreement
• Any transaction processed through the Platform on Dealer's behalf, including chargebacks, fraud claims, Card Network assessments, or regulatory penalties
• Dealer's violation of Card Network Rules with respect to customer-facing Credit Card Fees, surcharges, or convenience fees
• Any data breach or unauthorized disclosure of personal data arising from Dealer's systems or failure to maintain PCI-DSS compliance
• Any claim by a Dealer customer, employee, or third party arising from Dealer's business operations facilitated through the Platform
• Dealer's failure to maintain required licenses, permits, or registrations
• Any claim by ProPay, Wells Fargo Bank, N.A., or any card network arising from Dealer's acts or omissions as a sub-merchant

12.2 ShotPro's Indemnification Obligations

ShotPro shall indemnify, defend, and hold harmless Dealer from third-party claims that the Platform, as provided by ShotPro and used in accordance with this Agreement, infringes any U.S. patent, copyright, trademark, or trade secret. This obligation does not apply to infringement arising from Dealer's modification of the Platform, unauthorized combinations with third-party products, or use outside the scope permitted by this Agreement.

12.3 Indemnification Procedure

The Indemnified Party will: (a) promptly notify the indemnifying party in writing of any claim; (b) give the indemnifying party sole control of defense and settlement, provided no settlement imposing obligations on the Indemnified Party may be made without its prior written consent; and (c) provide reasonable assistance at the indemnifying party's expense. Failure to provide timely notice does not relieve the indemnifying party except to the extent of actual prejudice.

12.4 Payment Processing Indemnification

Without limiting Section 12.1, Dealer specifically indemnifies and holds ShotPro Indemnitees harmless from any claims asserted by or through ProPay, Wells Fargo Bank, N.A., or any card network arising from Dealer's acts or omissions as a sub-merchant, including fines, penalties, chargebacks, assessments, or Card Brand monitoring program fees attributable to Dealer's account.

Section 13 — Intellectual Property

13.1 ShotPro Ownership

ShotPro retains all right, title, and interest in the Platform, Services, Documentation, and related intellectual property. No rights are granted to Dealer except as expressly set forth in this Agreement.

13.2 Customer Data

Dealer retains all right, title, and interest in Customer Data. Dealer grants ShotPro a limited license to access and process Customer Data solely to provide the Services.

13.3 Feedback

If Dealer provides suggestions or feedback regarding the Services, Dealer grants ShotPro a perpetual, irrevocable, royalty-free license to incorporate such feedback without restriction or obligation.

Section 14 — General Provisions

14.1 Governing Law and Venue

This Agreement is governed by the laws of the State of Texas, without regard to conflicts of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts in Harris County, Texas.

14.2 Dispute Resolution

Before initiating any legal proceeding, the parties agree to attempt in good faith to resolve any dispute through senior-level negotiation for at least thirty (30) days following written notice.

14.3 Entire Agreement

This Agreement, together with all Order Forms, the DPA, and all incorporated policies, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.

14.4 Amendments

ShotPro may amend this Agreement upon sixty (60) days' prior written notice. Continued use after the effective date constitutes acceptance. Amendments to accommodate Card Network Rules or applicable law may take effect on shorter notice as required.

14.5 Waiver and Severability

No waiver is effective unless in writing and signed. If any provision is found unenforceable, it will be modified to the minimum necessary extent, and all other provisions remain in full force.

14.6 Assignment

Dealer may not assign this Agreement without ShotPro's prior written consent. ShotPro may assign without consent in connection with a merger, acquisition, or sale of substantially all assets. Any assignment in violation of this Section is void.

14.7 Notices

All notices must be in writing, delivered by certified mail, overnight courier, or email with confirmed receipt, to the addresses in the applicable Order Form.

14.8 Force Majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, provided the affected party promptly notifies the other and uses reasonable efforts to mitigate impact. Payment obligations are not excused.

14.9 No Third-Party Beneficiaries

Except as provided with respect to ProPay and Wells Fargo Bank, N.A. in Section 9, this Agreement does not confer rights or remedies on any third party. Each Order Form will name ProPay and Wells Fargo Bank, N.A. as third-party beneficiaries with respect to payment processing provisions.

14.10 Survival

The following Sections survive termination: Sections 1, 3 (accrued obligations), 5.4, 6, 7.4, 8, 9.4, 9.5, 11, 12, 13, 14, 15, and 16.

14.11 Counterparts and Electronic Signature

This Agreement may be executed in counterparts. Electronic signatures are valid and binding.

Section 15 — Multi-Entity Authorization

15.2 Defined Terms

15.3 Single Agreement; Multiple Entities

Notwithstanding that multiple legal entities are party to this Agreement, the parties intend that a single Master Services Agreement govern the relationship between ShotPro and all Covered Entities. A separate execution of this Agreement by each Covered Entity is not required, provided that the Authorized Representative executes (i) this Agreement, (ii) each applicable Order Form, and (iii) Exhibit C.

15.4 Authority to Bind

The Authorized Representative represents and warrants that at the time of execution: (a) they are authorized to act on behalf of each Covered Entity listed in Exhibit C; (b) each Covered Entity is duly organized, validly existing, and in good standing; (c) this Agreement constitutes a legal, valid, and binding obligation of each Covered Entity; and (d) execution does not violate any organizational document, agreement, or applicable law binding on any Covered Entity.

15.5 Joint and Several Liability

Each Covered Entity is jointly and severally liable for all Subscription Fees, Usage-Based Fees, deposits, hardware obligations, and other amounts due under the Order Form applicable to that Covered Entity. ShotPro may pursue payment from any Covered Entity or the Guarantor (where applicable under Section 16) without first exhausting remedies against the specific Covered Entity that incurred the obligation.

15.6 Consolidated Invoicing

ShotPro may, at its election or upon Dealer's request, issue consolidated invoices reflecting charges across multiple Covered Entities. Consolidated invoicing does not alter the independent payment obligations of each Covered Entity or the joint and several liability provisions of Section 15.5.

15.7 Addition of Entities

Dealer may add additional Covered Entities under this Agreement by executing a new Order Form and an updated Exhibit C. Volume discount tier reassignment, if applicable, will be calculated based on the total number of active Covered Entity locations at the time of addition.

15.8 Removal or Termination of Individual Entity

Termination of an Order Form with respect to one Covered Entity does not terminate this Agreement or any other Order Form. Early termination fees applicable to the terminated Covered Entity's Order Form remain due and payable. Deposits associated with the terminated Covered Entity are non-refundable except as expressly provided in the applicable Order Form.

15.9 Sub-Merchant Obligations

Each Covered Entity is an independent sub-merchant under ShotPro's registered payment facilitation arrangement with ProPay, Inc. and Wells Fargo Bank, N.A. ShotPro's master sub-merchant application with ProPay covers all Covered Entity locations identified at the time of application; no separate sub-merchant agreement is required per location. ShotPro's payment exclusivity obligations apply independently to each Covered Entity location.

Section 16 — Corporate Guaranty

16.2 Personal Guaranty Requirement

For any Multi-Entity Deal with a total contract value exceeding $50,000 across all Covered Entities and all Order Forms: (a) ShotPro requires a Personal Guaranty executed by the controlling principal individual; (b) acceptance of a corporate parent guaranty in lieu of a Personal Guaranty requires prior written approval from ShotPro's Chief Revenue Officer; and (c) the Personal Guaranty must be executed concurrently with Exhibit C and the applicable Order Forms. For Multi-Entity Deals with total contract value of $50,000 or less, a corporate parent guaranty is acceptable where a parent entity exists; a Personal Guaranty is preferred where no parent holding entity exists.

16.3 Guaranty of Payment and Performance

In consideration of ShotPro entering into this Agreement and each Order Form with the Covered Entities, Guarantor hereby unconditionally and irrevocably guarantees to ShotPro the full, prompt, and complete payment and performance of all obligations of each Covered Entity (collectively, the "Guaranteed Obligations"), including without limitation:

• All Subscription Fees and Usage-Based Fees
• All hardware lease obligations under any Hardware Lease Addendum
• All early termination amounts
• All deposit obligations
• All amounts due under the payment processing sub-merchant arrangement with ProPay, Inc. and Wells Fargo Bank, N.A.

16.4 Guaranty Absolute and Unconditional

This guaranty is absolute, unconditional, and continuing. The obligations of Guarantor shall not be released, discharged, or otherwise affected by: (a) any modification, amendment, or waiver of any provision of this Agreement or any Order Form; (b) the addition, release, or substitution of any Covered Entity; (c) any failure by ShotPro to pursue remedies against any Covered Entity prior to proceeding against Guarantor; (d) any bankruptcy, insolvency, reorganization, or similar proceeding involving any Covered Entity; or (e) any other circumstance that might otherwise constitute a legal or equitable discharge of a guarantor.

16.5 Waiver of Defenses

Guarantor waives: (a) notice of acceptance of this guaranty; (b) presentment, demand, protest, and notice of dishonor with respect to any Guaranteed Obligation; (c) any right to require ShotPro to proceed against any Covered Entity or exhaust any security before proceeding against Guarantor; and (d) all other defenses and rights that would impair ShotPro's ability to enforce this guaranty directly against Guarantor.

16.6 Guarantor Representations

Guarantor represents and warrants that: (a) Guarantor has the legal capacity and authority to execute this guaranty; (b) this guaranty constitutes a legal, valid, and binding obligation of Guarantor; (c) execution does not violate any agreement or applicable law binding on Guarantor; and (d) Guarantor has received adequate consideration for this guaranty.

16.7 Subrogation

Upon payment in full by Guarantor of any Guaranteed Obligation, Guarantor shall be subrogated to ShotPro's rights against the applicable Covered Entity to the extent of such payment. Guarantor agrees not to exercise subrogation rights until all Guaranteed Obligations have been fully satisfied.

16.8 Identity Verification

ShotPro may, at its sole discretion, request identity verification from the Guarantor prior to countersigning any Order Form. Electronic execution of Exhibit C by the Guarantor constitutes a binding signature without any verification requirement unless ShotPro expressly requests additional documentation in writing.

16.9 Costs of Enforcement

Guarantor agrees to pay all reasonable costs and expenses, including attorneys' fees, incurred by ShotPro in enforcing this guaranty.

16.10 Duration; Survival

This guaranty remains in full force and effect until all Guaranteed Obligations have been fully and finally paid and performed. This guaranty survives termination or expiration of any individual Order Form and survives termination of this Agreement with respect to obligations accrued prior to termination.

16.11 Governing Law; Jurisdiction

This guaranty is governed by the laws of the State of Texas, without regard to its conflict of laws principles, consistent with Section 14.1 of this Agreement. Guarantor submits to the exclusive jurisdiction of the state and federal courts located in Harris County, Texas.

Acceptance

This Agreement is accepted by execution of an Order Form that references it. No separate signature on this document is required. By executing an Order Form incorporating this Agreement, or by accessing or using the ShotPro Platform, Dealer acknowledges it has read, understood, and agrees to be bound by all terms herein.

The current version of this Agreement is published at shotpronetwork.com/master-services-agreement and is incorporated by reference into all Order Forms issued by ShotPro Technologies, Inc.