Master Services Agreement for Dealers and Shooting Ranges

This Master Services Agreement (the “Agreement”) is entered into by and between ShotPro Technologies, Inc., a Texas corporation with its principal place of business at 2 Riverway Suite 1750, Houston, Texas 77056 (“ShotPro”), and the Dealer (as defined in the applicable Dealer Services Agreement) (“Dealer” or “Range”). ShotPro and Dealer may be referred to individually as a “Party” or collectively as the “Parties.” This Agreement incorporates by reference the terms of the Dealer Services Agreement executed between the Parties, which includes specifics such as the Term, Fee schedule, and other Dealer-specific details.

WHEREAS, ShotPro operates a software-as-a-service (SaaS) platform (the “Platform”) that enables Dealers and shooting ranges to manage and facilitate the sale of firearms training classes, memberships, range time, private instruction, e-commerce products, and other related services (collectively, “Range Services”) to end users (“End Users”);

WHEREAS, Dealer desires to use the Platform to offer and sell Range Services to End Users, with ShotPro acting as the facilitator and merchant of record for transactions;

WHEREAS, the Parties intend for this Agreement to govern the terms of Dealer’s access to and use of the Platform, including payment processing, data handling, and compliance obligations;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:

Definitions

1.1 “Confidential Information” means any non-public information disclosed by one Party to the other, including but not limited to business plans, customer data, technical information, and financial data.

1.2 “End User” means any individual who accesses or purchases Range Services through the Platform.

1.3 “Personal Data” means any information relating to an identified or identifiable natural person, as defined under applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), and similar laws.

1.4 “Platform” means ShotPro’s SaaS platform, including any associated websites, applications, APIs, and tools provided by ShotPro.

1.5 “Range Services” means the services and products offered by Dealer through the Platform, including firearms training classes, memberships, range time, private instruction, e-commerce transactions for firearms-related products (subject to legal compliance), and other related offerings.

1.6 “Dealer Services Agreement” means the separate agreement executed between ShotPro and Dealer specifying the Term, Fees, and other Dealer-specific terms.

1.7 Other terms defined elsewhere in this Agreement shall have the meanings ascribed to them.

Services Provided by ShotPro

2.1 Grant of License. Subject to Dealer’s compliance with this Agreement, ShotPro grants Dealer a non-exclusive, non-transferable, revocable license to access and use the Platform to offer, manage, and sell Range Services to End Users during the Term.

2.2 Platform Functionality. ShotPro will provide the Platform to facilitate:

Listing and management of Range Services;

End User registration, booking, and purchases;

Payment processing as the merchant of record;

SMS messaging for promotional offers, updates, and alerts (subject to the SMS Messaging Policy in Section 6);

Reporting and analytics on transactions and End User interactions;

Integration with third-party tools, such as payment processors (e.g., Stripe Connect) and other integrations as specified in the Dealer Services Agreement.

2.3 Support and Maintenance. ShotPro will provide reasonable technical support during business hours and perform maintenance as needed. ShotPro may update or modify the Platform at its discretion, provided such changes do not materially degrade functionality without notice.

2.4 No Guarantee of Sales. ShotPro does not guarantee any volume of sales, End User engagement, or Platform performance metrics.

Dealer Obligations

3.1 Compliance with Laws. Dealer represents and warrants that it will comply with all applicable federal, state, and local laws, including but not limited to firearms regulations (e.g., ATF requirements), age restrictions (e.g., 21+ for firearms-related content), the Telephone Consumer Protection Act (TCPA), Cellular Telecommunications Industry Association (CTIA) guidelines, SHAFT (Sex, Hate, Alcohol, Firearms, Tobacco) compliance, data protection laws (e.g., GDPR, CCPA), and anti-money laundering (AML) and know-your-customer (KYC) requirements.

3.2 Range Services Management. Dealer is solely responsible for the quality, safety, and delivery of Range Services, including verifying End User eligibility (e.g., background checks where required), handling disputes, and ensuring safe practices at its facilities.

3.3 Account Setup. Dealer must establish and maintain accurate account information, including a connected payment account (e.g., Stripe Connected Account), and promptly update any changes.

3.4 End User Interactions. Dealer agrees to honor End User purchases, provide accurate descriptions of Range Services, and respond promptly to inquiries or issues.

3.5 Prohibited Activities. Dealer shall not use the Platform for any unlawful purpose, including selling prohibited items, engaging in discriminatory practices, or violating intellectual property rights.

3.6 Annual Compliance Certification. Dealer shall annually certify to ShotPro its compliance with ATF regulations, state firearms laws, and any required background checks for End Users. Such certification shall be provided in writing upon request by ShotPro.

End User Terms

4.1 Incorporation of End User Policies. End Users’ use of the Platform is governed by ShotPro’s End User Terms and Conditions (available at https://shotpro.com/terms-conditions/) and Privacy Policy (available at https://shotpro.com/privacy-policy/), as may be updated from time to time. Dealer agrees that its Range Services will comply with these policies.

4.2 Data Sharing. Dealer acknowledges that End User data collected through the Platform may be shared with Dealer for fulfillment purposes, subject to Section 6 (Privacy and Data Protection).

Payments and Payouts

Platform Provider and Merchant of Record ShotPro operates as a SaaS platform provider facilitating the sale of Range Management Services, including but not limited to range time, classes, private instruction, memberships, e-commerce transactions, and other related services (“Range Services”) on behalf of participating shooting ranges and dealers (“Dealer” or “Range”). For purposes of payment processing, ShotPro shall act as the Merchant of Record, and all payments for Range Services processed through the ShotPro Platform are facilitated via Stripe Connect or another third-party payment processor selected by ShotPro at its sole discretion. ShotPro reserves the right to change or replace its Merchant Service Provider at any time without notice, except as may be reflected in updates to the payment workflows or Terms of Service.

Stripe Connect and Dealer Accounts Dealers are required to establish and maintain an active Stripe Connected Account or other integrated payment account as designated by ShotPro. By connecting such account to the ShotPro Platform, the Dealer authorizes ShotPro and Stripe (or any successor provider) to process payments, collect applicable fees, and remit payouts in accordance with these Terms and the respective payment processor’s terms of service. Dealers agree that all transactions are subject to the rules, timelines, and conditions imposed by the applicable payment processor.

Fees and Deductions All amounts collected through the Platform on behalf of a Dealer shall be subject to deductions for (i) credit and debit card transaction processing fees, (ii) payment processor fees, and (iii) ShotPro’s applicable convenience, service, or platform fees (collectively, “Fees”). The Fee schedule is as specified in the Dealer Services Agreement and may be amended or updated at any time at ShotPro’s discretion with notice as provided therein. The Dealer expressly authorizes ShotPro and its payment processor to deduct all such Fees prior to the release of any payout. ShotPro will not retain more Fees than expressly detailed in the Dealer Services Agreement.

Payouts to Dealers Net proceeds, after deduction of applicable Fees, will be remitted automatically to the Dealer’s connected Stripe account in accordance with Stripe’s standard payout schedule and settlement policies. ShotPro does not control, guarantee, or modify the timing of such payouts. Dealers are responsible for ensuring that their connected account information is accurate and up to date. All funds are processed and held by Stripe (or any successor payment processor) and are not held by ShotPro in escrow or as a fiduciary.

Refunds, Chargebacks, and Disputes Dealers are solely responsible for managing and funding any refunds, reversals, chargebacks, disputes, or similar claims initiated by customers or payment processors related to their Range Services. ShotPro may, at its discretion, offset or withhold amounts from future payouts to cover refund or chargeback liabilities. Dealers shall indemnify and hold ShotPro harmless from any costs, losses, or claims arising from refunds, chargebacks, or payment disputes.

No Escrow Relationship Dealers acknowledge and agree that ShotPro does not maintain any escrow, trust, or other fiduciary account for the benefit of Dealers or end users. All transaction funds are processed directly by Stripe or such other third-party provider, and all rights and obligations regarding funds settlement are governed exclusively by the Dealer’s agreement with that provider.

Taxes Dealers are solely responsible for determining, collecting, reporting, and remitting any and all applicable taxes, duties, or governmental assessments arising from their use of the Platform or sale of Range Services. ShotPro may, where required by law, withhold or remit applicable taxes on behalf of Dealers.

Governing Law and Dispute Resolution This Agreement and all transactions hereunder shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles. Any dispute, controversy, or claim arising out of or related to these Terms shall first be submitted to binding arbitration administered by an arbitration service selected by ShotPro. The arbitration shall take place in Texas, and the decision of the arbitrator shall be final and binding upon the parties.

Privacy and Data Protection

6.1 Commitment to Privacy. ShotPro’s Commitment to Privacy (available at https://shotpro.com/commitment-to-privacy/) is incorporated herein by reference. ShotPro monitors the firearm and data regulatory landscape to implement safeguards protecting the fundamental rights of individuals whose data is on the Platform, including End Users, Dealers, and partners. ShotPro embeds data protection by design and default, including KYC and AML technologies, and ensures AI use complies with ethical policies and laws. ShotPro’s Data Protection Management System (DPMS) applies internal controls in accordance with industry standards.

6.2 Data Processing. Dealer appoints ShotPro as a data processor for Personal Data collected through the Platform. ShotPro will process Personal Data only as necessary to provide the Services and in compliance with applicable laws. The Parties shall execute the separate Data Processing Agreement (DPA) attached hereto or provided separately, which details data processing roles, sub-processors (e.g., Stripe), breach notification timelines, and compliance with CCPA/GDPR. If health data is involved (e.g., in training certifications), the DPA shall reference HIPAA compliance requirements as applicable. Dealer is the data controller for End User data related to its Range Services and must obtain necessary consents.

6.3 End User Privacy. Personal Data collection, use, and sharing for End Users shall comply with ShotPro’s Privacy Policy (incorporated by reference), which includes collecting data for Service provision, contacts (e.g., via SMS), and analysis. ShotPro uses tracking technologies (e.g., cookies) and shares data with service providers, affiliates, and for legal compliance. Data is secured with commercially acceptable measures, retained as necessary, and may be transferred internationally with safeguards.

6.4 Government Requests. In the event of requests from government agencies or partners for End User or Dealer data, ShotPro will review for validity, notify the affected party (unless prohibited), challenge unlawful requests, and narrow scope where possible, as detailed in the Commitment to Privacy.

6.5 Children’s Privacy. The Platform is not intended for users under 13, and ShotPro does not knowingly collect their data. For firearms-related content, age verification ensures users are 21+ (see SMS Messaging Policy below).

6.6 SMS Messaging Policy. The following SMS Messaging Policy applies to all SMS communications facilitated through the Platform and is incorporated herein. Dealer agrees to comply with this policy for any SMS sent on its behalf:

SMS Messaging Policy

At ShotPro, we value your privacy and are committed to compliant and transparent text messaging practices. Our SMS program allows us to send promotional offers, updates, and alerts related to our firearms and shooting range services directly to your mobile device. We adhere to all applicable laws and industry standards, including the Telephone Consumer Protection Act (TCPA), the Cellular Telecommunications Industry Association (CTIA) guidelines, and SHAFT (Sex, Hate, Alcohol, Firearms, Tobacco) compliance requirements. As a firearms retailer, we ensure our messaging is appropriate only for verified audiences over the age of 21.

How We Collect Your Phone Number

Opt-In Process: We collect your phone number only with your prior express written consent. You can opt in to receive SMS messages through our website sign-up form, in-store kiosks, or during checkout processes. When providing your number, you will be prompted to confirm your agreement to receive marketing texts, including a clear disclosure of message frequency (e.g., up to 5 messages per month), potential data rates, and a link to this policy.

Consent Confirmation: Upon opt-in, we send a confirmation text to verify your number and reiterate the terms. Your consent is documented and stored securely, including logging of all consents and opt-outs. We do not purchase phone numbers from third parties or collect them without your affirmative action.

Age Verification Process

To comply with SHAFT guidelines and ensure our firearms-related content is delivered only to appropriate audiences:

Birth Date Collection: During the opt-in process, we require you to provide your date of birth via a secure form field.

Validation: We automatically validate your age to confirm you are at least 21 years old. This may include cross-referencing with provided information or using third-party verification services if needed. If you are under 21, your opt-in will be denied, and no messages will be sent.

Ongoing Compliance: We periodically review subscriber data to maintain age-appropriate messaging. If your status changes or we cannot verify your age, we will remove you from our SMS list. ShotPro will conduct periodic audits of SMS campaigns to ensure compliance.

Opt-Out Process

You can opt out of receiving SMS messages at any time:

Simple Reply: Text “STOP” to any message you receive from us. You will receive a confirmation text, and no further messages will be sent.

Alternative Methods: Contact our customer service at 888.555.1234 or email [email protected], or update your preferences through your account on our website.

Effect: Opting out applies to all marketing SMS from ShotPro but does not affect transactional messages (e.g., order confirmations) unless specified. You can re-opt in at any time via the methods above.

Message and data rates may apply. For help, text “HELP” to our short code or contact us. We do not share your phone number with third parties for their marketing purposes. If you have questions about this policy, please reach out to ShotPro Technologies, Inc., 2 Riverway Suite 1750, Houston TX 77056, [email protected], or 888.555.1234. This policy was last updated on August 27, 2025.

Dealer shall ensure all SMS communications comply with this policy, including obtaining prior express written consent and honoring opt-outs. ShotPro may suspend SMS features for non-compliance.

Intellectual Property

7.1 Ownership. ShotPro retains all rights, title, and interest in the Platform, including software, content, and trademarks. Dealer grants ShotPro a non-exclusive license to use Dealer’s trademarks and content for Platform operations and marketing.

7.2 Restrictions. Dealer shall not reverse engineer, modify, or create derivative works of the Platform.

Representations and Warranties

8.1 Mutual. Each Party represents that it has the authority to enter this Agreement and will comply with applicable laws.

8.2 Dealer-Specific. Dealer warrants that its Range Services comply with firearms laws, it holds necessary licenses (e.g., FFL if applicable), and it will not use the Platform for prohibited activities.

8.3 Disclaimer. EXCEPT AS EXPRESSLY STATED, THE PLATFORM IS PROVIDED “AS IS” WITHOUT WARRANTIES, INCLUDING MERCHANTABILITY OR FITNESS FOR PURPOSE.

Indemnification

9.1 Dealer Indemnity. Dealer shall indemnify, defend, and hold harmless ShotPro, its affiliates, officers, directors, employees, and agents from any claims, losses, or expenses arising from: (i) Dealer’s Range Services; (ii) violation of laws; (iii) data breaches caused by Dealer; or (iv) End User disputes.

9.2 ShotPro Indemnity. ShotPro shall indemnify Dealer for claims arising from ShotPro’s gross negligence or willful misconduct in operating the Platform.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS. SHOTPRO’S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY DEALER IN THE PRIOR 12 MONTHS.

Term and Termination

11.1 Term. This Agreement commences on the Effective Date specified in the Dealer Services Agreement and continues for the initial term and any renewal terms as set forth therein.

11.2 Termination. Either Party may terminate for material breach (with 30 days’ cure period), insolvency, or if the other ceases operations. ShotPro may terminate immediately for Dealer’s non-compliance with laws.

11.3 Effects of Termination. Upon termination, Dealer access ceases, outstanding payouts are processed, and Confidential Information is returned or destroyed.

Miscellaneous

12.1 Electronic Execution. This Agreement may be executed electronically (e.g., via DocuSign or click-wrap) in accordance with the Electronic Signatures in Global and National Commerce Act (ESIGN) and the Uniform Electronic Transactions Act (UETA), and such electronic signatures shall be deemed originals and binding as originals.

12.2 Assignment. Dealer may not assign this Agreement without ShotPro’s consent; ShotPro may assign freely.

12.3 Force Majeure. Neither Party is liable for delays due to events beyond control (e.g., natural disasters).

12.4 Entire Agreement. This Agreement, including the Dealer Services Agreement and incorporated policies, constitutes the entire understanding and supersedes prior agreements.

12.5 Amendments. This is a living document. ShotPro may amend this Agreement at any time with at least 10 business days’ prior notice to Dealer; continued use constitutes acceptance.

12.6 Severability. Invalid provisions are severed; the remainder remains enforceable.

12.7 Notices. Notices shall be in writing to the addresses provided in the Dealer Services Agreement.