§1 Parties & Scope

This Master Service Agreement ("Agreement") is entered into between SYNTRIQLABS, LLC, an Illinois limited liability company ("SyntriqLabs"), and the business entity identified in the Buyer Intake Form attached hereto and incorporated herein as Exhibit A ("Buyer"). This Agreement governs the provision of pay-per-call and AI IVR lead routing services in the State of Illinois.

The Buyer Intake Form, including all pricing terms, call qualification rules, service area definitions, volume caps, and compliance certifications completed by Buyer, constitutes Exhibit A to this Agreement and is incorporated by reference with full legal effect. In the event of conflict between this Agreement and Exhibit A, Exhibit A controls with respect to pricing and qualification criteria.

§2 Services

SyntriqLabs shall provide AI-powered IVR call routing services that identify, qualify, and transfer prospective consumers to Buyer's designated telephone number(s) within the geographic service area defined in Exhibit A. Services are limited to the State of Illinois unless explicitly expanded by written amendment.

SyntriqLabs makes no representation or warranty that any specific call volume will be delivered. Call volume is subject to market conditions, consumer demand, and operational factors. Buyer acknowledges that SyntriqLabs is a technology and routing intermediary and does not generate consumer demand independently.

§3 Billing & Payment — Illinois

Buyer shall pay SyntriqLabs the per-call rate(s) specified in Exhibit A for each "Qualified Call" as defined therein. Invoices are issued per the frequency selected in Exhibit A. Payment is due within the payment terms selected. Overdue amounts accrue interest at the rate of 1.5% per month, the maximum rate permitted under Illinois law.

SyntriqLabs reserves the right to suspend routing immediately upon non-payment exceeding five (5) business days past the due date. Buyer's obligation to pay for Qualified Calls delivered before suspension survives any termination of this Agreement.

Billing disputes must be submitted within the dispute window specified in Exhibit A, accompanied by the evidence types required therein. Disputes submitted after the window are waived. SyntriqLabs shall respond to timely disputes within five (5) business days.

§4 Illinois Licensing & Regulatory Compliance

Buyer represents and warrants that it holds all licenses, registrations, permits, and approvals required by Illinois law to perform the services advertised to consumers through SyntriqLabs routing. This includes, without limitation, licensure with the Attorney Registration and Disciplinary Commission (ARDC) for legal services, the Illinois Department of Insurance (IDOI) for insurance products, the Illinois Department of Financial and Professional Regulation (IDFPR) for professional services, and applicable local permits.

Buyer shall maintain its Illinois entity registration in good standing with the Illinois Secretary of State at all times during the term of this Agreement. Buyer shall notify SyntriqLabs within two (2) business days of any license suspension, revocation, expiration, or regulatory action. Failure to maintain required licensure constitutes a material breach permitting immediate termination and account suspension by SyntriqLabs without liability.

Per 815 ILCS 505 (Illinois Consumer Fraud and Deceptive Business Practices Act): Buyer expressly acknowledges that routing calls to an unlicensed provider creates potential co-liability under Illinois law. SyntriqLabs performs good-faith license verification using official state databases and suspends routing upon license expiry. SyntriqLabs's verification does not constitute a guarantee of Buyer's compliance and does not transfer Buyer's legal obligations to SyntriqLabs.

§5 TCPA, Illinois No Call Law & SMS Compliance

Buyer shall comply with the federal Telephone Consumer Protection Act (47 U.S.C. § 227), the FTC Telemarketing Sales Rule, and the Illinois No Call Law (815 ILCS 413) with respect to all calls and text messages sent to or received from consumers. Buyer is solely responsible for obtaining required prior express written consent for calls and SMS to Illinois consumers using automated technology.

If Buyer enables SMS features under this Agreement, Buyer warrants that (a) all recipients have provided prior express written consent; (b) opt-out requests via "STOP" keyword are honored within ten (10) business days under Illinois law; and (c) Buyer maintains suppression lists and provides updated lists to SyntriqLabs upon request. Violations of TCPA or 815 ILCS 413 by Buyer are Buyer's sole legal responsibility.

§6 Illinois Eavesdropping Act — Call Recording (720 ILCS 5/14)

Illinois is an all-party consent state for call recording. SyntriqLabs plays a recorded disclosure notice to all call parties before any transfer is completed. Buyer acknowledges this disclosure, agrees not to record calls without notifying all parties, and holds SyntriqLabs harmless from any liability arising from Buyer's independent recording practices. Violation of 720 ILCS 5/14 is a Class 4 felony in Illinois.

§7 BIPA — Biometric Information (740 ILCS 14)

If Buyer's services involve collection, storage, or use of biometric identifiers from Illinois residents — including voiceprints, facial geometry, or fingerprints — Buyer shall comply fully with the Illinois Biometric Information Privacy Act (740 ILCS 14). Buyer shall obtain informed written consent, establish a retention schedule, and refrain from selling or profiting from biometric data. BIPA violations carry statutory damages of $1,000–$5,000 per violation plus attorney's fees, for which Buyer is solely responsible.

§8 Illinois Consumer Fraud — Prohibited Practices

Buyer shall not engage in any practice that violates the Illinois Consumer Fraud and Deceptive Business Practices Act (815 ILCS 505) or the Uniform Deceptive Trade Practices Act (815 ILCS 510), including but not limited to: bait-and-switch pricing; misrepresentation of services, credentials, or licensing; use of misleading business names or implied affiliations; and deceptive advertising. The Illinois Attorney General may enforce these statutes with civil penalties and injunctive relief. Buyer indemnifies SyntriqLabs against any claim arising from Buyer's deceptive practices.

§9 Indemnification

Buyer shall indemnify, defend, and hold harmless SyntriqLabs, its members, officers, employees, and agents from and against any claims, damages, losses, fines, penalties, or expenses (including reasonable attorney's fees) arising from or related to: (a) Buyer's breach of this Agreement; (b) Buyer's violation of any Illinois or federal law; (c) Buyer's unlicensed or unauthorized service provision; (d) any consumer complaint arising from Buyer's services or communications; or (e) Buyer's misrepresentation in the Buyer Intake Form.

§10 Limitation of Liability

SyntriqLabs's total liability to Buyer for any claim arising under this Agreement shall not exceed the total amount paid by Buyer to SyntriqLabs in the sixty (60) days preceding the claim. SyntriqLabs shall not be liable for any indirect, consequential, incidental, special, or punitive damages. SyntriqLabs does not guarantee call quality, conversion rates, or consumer intent.

§11 Term & Termination

This Agreement is effective upon Buyer's electronic signature and continues month-to-month until terminated. Either party may terminate with thirty (30) days written notice. SyntriqLabs may terminate immediately and without notice upon: (a) Buyer's material breach; (b) license expiration or regulatory action; (c) Buyer's non-payment; or (d) SyntriqLabs's reasonable determination that continued routing creates legal or reputational risk. Upon termination, all unpaid Qualified Call charges become immediately due.

§12 Governing Law, Jurisdiction & Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to conflict of law principles. The parties submit to exclusive jurisdiction of the state and federal courts located in Cook County, Illinois for any dispute not subject to arbitration.

Arbitration: Any dispute arising from or related to this Agreement that cannot be resolved by mutual written agreement within thirty (30) days shall be submitted to binding arbitration in Cook County, Illinois, administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitrator's decision shall be final and binding. The prevailing party is entitled to reasonable attorney's fees pursuant to 815 ILCS 505/10a. CLASS ACTION WAIVER: Both parties waive any right to bring claims as a class action, collective action, or representative proceeding.

§13 Entire Agreement & Amendments

This Agreement, together with Exhibit A (Buyer Intake Form), constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements. Amendments must be in writing signed by authorized representatives of both parties. SyntriqLabs may update service terms with thirty (30) days notice; continued use of services constitutes acceptance.

§14 Electronic Signature — Illinois ESIGN Act

The parties agree that electronic signatures are legally binding under the Illinois Electronic Commerce Security Act (5 ILCS 175) and the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001). The electronic signature, IP address, timestamp, and device fingerprint captured below constitute a valid and binding signature on this Agreement with the same legal force as a wet-ink signature.