ADVALIS INC.
REAL ESTATE REPORT
PLATFORM SERVICES AGREEMENT

PLAN SELECTED

Plan 1: Full-Service Per-Report, Pay After Close (Exhibit C applies)
Per-report fee: $120 per completed filing. Pay later.
Billing: Invoice is issued at the Billing Trigger (submission of a Report for a Closed Transaction). Company may consolidate multiple invoices into a single monthly invoice covering all itemized Closed Transactions from the prior month. No charge for transactions that do not close.

This Real Estate Report Platform Services Agreement ("Agreement") is entered into by and between Advalis Inc. d/b/a FincenRealEstateReport.com, located at 3500 South Dupont Hwy, Dover, Delaware 19901 ("Company"), and the person or legal entity accepting this Agreement ("Customer").
The "Effective Date" is the date and time of Customer’s electronic acceptance (click to accept) as recorded by Company’s systems.
Capitalized terms not defined in the body of this Agreement have the meanings set forth in Exhibit B.

WHEREAS
Company provides FinCEN real estate report and filing management software and managed filing services (the "Services") and Customer desires to obtain access to the Services under the plan selected in Exhibit A.

NOW THEREFORE
The parties agree as follows:

1. SERVICES

1.1 Services and License Grant.
Subject to this Agreement and the plan selected in Exhibit A, Company grants Customer, during the Subscription Term, a non‑exclusive, non‑transferable right to access and use the Services for Customer’s internal business purposes in consideration for the payment of fees or prepaid amounts set forth in Exhibit A, including enabling Customer’s Clients to submit information and access Reports.
All plans include software access.
Customer agrees: (a) only authorized Staff and Client users invited by Customer through the intake portal may use the Services; (b) Client access is limited to submitting information, making payments where enabled under Section 2.3(d), and viewing the applicable Report; (c) Customer is responsible for its Staff’s actions and omissions; and (d) Customer will take commercially reasonable steps to prevent unauthorized use or access; and (e) managed filing responsibilities apply only if Exhibit A indicates a plan to which Exhibit C applies.
Affiliates that Customer authorizes to access the Services are deemed Staff and must comply with this Agreement. Customer will cause its Affiliates to comply.
Clients who use the intake portal must accept Company’s client intake portal terms presented at login; those terms bind the Client only and do not amend this Agreement.

1.2 Licensed Volume and Limits.
Customer’s use of the Services is limited to the quantities and metrics purchased and stated in Exhibit A. Customer will not circumvent these metrics.
For clarity, Reports that qualify as Direct-Pay Reports (as defined in Exhibit B) or that are billed and collected through a marketplace integration under Section 2.3 are permitted uses of the Services and do not consume Report Credits or result in invoices to Customer, as described in Section 2.3.

1.3 Service Changes.
Company may improve, modify, or discontinue features of the Services. Company will not materially reduce the core reporting and filing management functionality during a Subscription Term without providing a functionally reasonable alternative or at least thirty days prior notice. Changes required by law, regulator, or FinCEN systems may occur on shorter notice.

1.4 API and Fair Use.
If Customer uses application programming interfaces or automation features, Company may apply reasonable technical limits, including rate limits and concurrency limits, to preserve platform stability. Company may deprecate or modify endpoints with at least ninety (90) days prior notice, except where required by law or regulator. Customer will not bypass technical limits or use automation that degrades Service performance for other users.

1.5 Regulatory Dependencies.
Creation and submission of Reports depend on FinCEN systems, forms, access keys, and APIs that Company does not control. Company’s obligations are conditioned on the availability of those systems. If a regulator or FinCEN changes or suspends filing methods, Company will use reasonable efforts to provide available alternatives.

1.6 Intended Use and Scope.
The Services are intended to facilitate collection, preparation, and submission of Real Estate Reports based on information provided by Customer and its Clients. Clients remain responsible for regulatory determinations and for the accuracy of information supplied to the Services.

2. FEES

2.1 Payment Schedule and Access.
Payment terms vary based on the service option selected in Exhibit A:
(a) For prepaid service options, Customer shall pay the full prepaid amount prior to the granting of access to the Services.
(b) For bill-later service options, Company will issue an invoice upon filing for a Closed Transaction, with payment due within fourteen (14) days of the invoice date; provided that Direct-Pay Reports are not invoiced to Customer. Company may consolidate multiple invoices into a single monthly invoice covering all itemized Closed Transactions from the prior month.
(c) All prepaid amounts are non-refundable. For bill-later options, all fees for completed Reports are non-refundable once the Report has been filed or the related transaction has closed, except in case of Company billing error.
(d) Overage fees for surpassing included limits or additional items must be paid within fourteen (14) days of Customer’s receipt of invoice.
(e) Direct-Pay Reports. If enabled, Company may allow a report information submitter (including a property purchaser) to pay the applicable per-Report amount directly to Company through the intake portal or the Services for a specific Report (a "Direct-Pay Report," as defined in Exhibit B). For Direct-Pay Reports, Customer will not be invoiced for that Report and no Report Credits will be deducted. Any taxes or payment processing fees charged to the report information submitter will be disclosed at checkout and are not billed to Customer.

2.2 Late Payments.
Company may assess a late charge at a monthly rate of one-and-one-half percent (1.5%) simple interest on any undisputed amount not paid when due, calculated from the day after the due date until paid in full.
Customer’s failure to pay undisputed amounts when due constitutes a material breach of this Agreement.
If any undisputed amount remains unpaid for fourteen (14) days after the due date, Company may suspend Customer’s access to the Services until all undisputed past due amounts are paid in full.
Customer is also liable for all collection fees and expenses, including reasonable attorneys' fees, relating to any unpaid payments.
The fees do not include any duties, levies, or taxes, including any sales, use, excise, or similar taxes, which may be added to invoices as legally required and must be paid by Customer.

2.3 Third-Party Integration Transaction Fees.
(a) Third-Party Integration Fees (General). At Customer’s request, Company may enable available integrations with third-party software or services used by Customer, including closing software. Any per-transaction fees charged by such third parties will be passed through to Customer at cost, without markup, and will be invoiced on Customer’s normal monthly billing cycle. For example, if the third-party closing software bills ten dollars ($10) per transaction, Company will include a ten-dollar ($10) line item per such transaction. Customer remains responsible for maintaining its own accounts and agreements with such third parties, and any disputes as to third-party charges are between Customer and the third party; Company will pass through any credited amounts once resolved. Unit charges and third-party fees may change from time to time and will be passed through at cost without markup, as reflected on the itemized invoices. Customer may disable or request removal of an integration at any time to avoid further per-transaction fees. Any applicable taxes, surcharges, or regulatory fees imposed by such third parties will also be passed through at cost. Company makes no warranty regarding any third-party service or integration and is not responsible for third-party acts, omissions, pricing, or interface changes.
(b) Qualia Marketplace. Notwithstanding subsection (a), for integrations enabled through the Qualia marketplace, all per-transaction amounts for such Reports (including Company’s per-Report fee and any Qualia marketplace fee) will be billed and collected by Qualia directly from Customer under Customer’s separate agreement with Qualia, and no amounts for Qualia marketplace transactions will be invoiced by Company. Reports submitted via a Qualia marketplace integration do not consume any Report Credits under Exhibit A. Qualia marketplace fees are set by Qualia and may change.
(c) SoftPro. For Reports created from integrations with SoftPro, Customer will pay SoftPro’s per-Report fee, passed through to Customer at cost without markup and invoiced on Customer’s normal monthly billing cycle. As of the Effective Date, Customer understands that SoftPro’s per-Report fee is currently $8 per Report. SoftPro fees may change and will be passed through at cost as reflected on itemized invoices.
(d) Direct-Pay Reports. If enabled, Company may allow a report information submitter (including a property purchaser) to pay the applicable per-Report amount directly to Company through the intake portal or the Services for a specific Report (a "Direct-Pay Report," as defined in Exhibit B). For Direct-Pay Reports, Customer will not be invoiced for that Report and no Report Credits will be deducted. Payments by report information submitters are governed by the client intake portal terms and any checkout terms presented at the time of payment. A Report is treated as a Direct-Pay Report only if Company successfully collects the payment and records it as paid in the Services.

2.4 Annual Price Adjustments.
Company may increase its standard per Report fees, Report Credit package pricing, and other recurring fee rates under Exhibit A not more than once in any twelve (12) month period, provided that (a) any such increase does not exceed five percent (5%) of the then current price for the affected item, and (b) Company gives Customer at least sixty (60) days prior written notice of the effective date of the change. Increased pricing applies only to Reports, usage, and Report Credit purchases that occur after the effective date stated in the notice. This Section 2.4 does not limit changes to third party fees that are passed through under Section 2.3.

3. PROPRIETARY RIGHTS; DATA SECURITY

3.1 Access Restrictions.
Customer agrees not to provide nor otherwise make available the Services to any person other than its employees, contractors, Affiliates, or Clients using the intake portal described in Section 1.1, as permitted hereunder, without Company’s prior written consent.

3.2 Retention of Rights.
Except for the rights expressly granted under this Agreement, Company retains all right, title, and interest in and to the Services including all software, products, works, and other related intellectual property and moral rights inherent therein. No rights are granted to Customer hereunder other than as expressly set forth in this Agreement, except as to Reports and Client Data as specified in subsection 3.4.

3.3 Suggestions.
Notwithstanding anything to the contrary, Customer shall, and hereby does, grant to Company a non-exclusive, royalty-free, fully paid-up, worldwide, transferable, sublicensable, irrevocable, perpetual license to use, reproduce, incorporate into the Services, and otherwise commercialize, exercise and exploit any suggestion, ideas, enhancement requests, feedback, or recommendations provided by Customer or its Staff.

3.4 Customer Account Data.
Customer shall own all right, title and interest in and to the non-public data belonging to Customer about Customer’s Clients that is entered into and electronically stored in the Reports or that is generated by Customer in connection with Customer’s use of the Services ("Client Data").
Company may access Customer’s account from time to time as Company deems necessary or appropriate to provide support, perform account administration, provide services, prevent fraud, improve features and functionality of the Services, for security and billing purposes (including generating invoices and recording credit usage with respect to Customer’s use of the Services) and for purposes of verifying Customer’s compliance with this Agreement.
Company stores Client Data solely to provide the Services. Company shall not edit, share, sell, use for marketing, or disclose the contents of Client Data unless authorized by Customer, or if Company is required to do so by law, in which case Company will notify Customer prior to disclosure to the extent practical and permitted by applicable law.
For clarity, Company may retain and delete Client Data and Reports as permitted under Section 5.2, Exhibit A Section 1.3, and applicable law.
Except as specified herein, Company assumes no responsibility, and shall have no liability, for the deletion, correction, alteration, unavailability, destruction, loss, infringement or failure of the Services to store any Client Data due to Customer’s or Clients’ actions.

3.5 Safeguards.
Company will maintain the Services at Amazon Web Services or a comparable nationally-recognized hosting provider and cybersecurity measures described on https://fincenrealestatereport.com/security, which are designed to prevent unauthorized access to Client Data.
More details about Company’s or its cloud service provider’s applicable administrative, physical, technical and other safeguards, and other applicable aspects of system and data management, will be furnished to Customer upon request.
Customer acknowledges that, notwithstanding such security precautions, use of, or connection to, the internet provides a known risk for unauthorized third parties to circumvent security measures and illegally gain access to the Services and Client Data.
Accordingly, Company cannot guarantee the privacy, security, integrity, or authenticity of any information transmitted over or stored in any system connected to the internet, nor that any industry standard security measures will be adequate in all cases.

3.6 Personal Data.
Each party will comply with the laws that apply to its processing of Personal Data in connection with the Services. Company will process Personal Data only to provide the Services and as instructed by Customer, and will not sell Personal Data. If any such law requires additional contractual terms or transfer mechanisms, the parties will cooperate in good faith to implement what is reasonably necessary to comply.

4. CUSTOMER RESPONSIBILITIES

4.1 Restrictions.
Customer shall not:
(a) use the Services except for the purposes of generating and managing Reports or related FinCEN compliance services;
(b) attempt to circumvent limits listed in Exhibit A or otherwise use the system to collect information in any way that avoids also using the system for completing filings when transactions close and reports are required;
(c) use email sending tools provided within the Services to send bulk emails to recipients who are not Clients of the Customer or send excessive volumes of emails or emails to incorrect addresses;
(d) copy, rent, sell, pledge, sub-license, assign, transfer or distribute the Services in whole or part, use the Services to operate any timesharing, service bureau, or similar business unless authorized in writing by the Company;
(e) decompile, disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Services;
(f) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Services or the data contained therein;
(g) fail to comply with applicable Federal, state, and local consumer protection laws relating to advertising and soliciting; and/or
(h) use the Services in any manner that could reasonably be expected to negatively impact, tarnish, or harm the reputation, goodwill, or business interests of the Company, including, but is not limited to, engaging in any activities that are illegal, unethical, misleading, deceptive, or in violation of applicable laws, regulations, or industry standards.

4.2 Customer Responsibilities.
Customer is responsible for all activities conducted under its and its Staff logins on the Services. Customer will abide by and comply with all applicable laws and not violate any contract or other commitment regarding any license or Client Data. Customer’s access to the Services or specific features may be suspended or revoked by the Company for Customer’s violation of any of its responsibilities in sub-clause 4.1.

4.3 No Legal or Compliance Advice.
The Services do not, and are not intended to, provide financial, legal, or regulatory compliance guidance or advice. Company is not liable for any business outcomes, decisions, or actions taken based on the use of the Services.

5. TERM AND TERMINATION

5.1 Subscription Term.
This Agreement shall commence on the Effective Date and shall continue:
(a) For bill‑later service options: on a month‑to‑month basis, terminable by either party upon thirty (30) days’ written notice. Upon termination, Customer remains obligated to pay Company for all Reports (excluding Direct-Pay Reports and Reports billed and collected through a marketplace integration under Section 2.3(b)) for which Information Collection Commenced (as defined in Exhibit B) before the effective date of termination and the underlying real estate transaction later closes. Managed Filing Services cease as of the effective date of termination; provided, however, that Company will submit any Report for a Closed Transaction for which Company had received all information and documents required for submission prior to the effective date of termination, unless Customer instructs Company in writing to cease work.
(b) For prepaid service options: until the earlier of (i) utilization of all prepaid Report Credits, or (ii) twelve (12) months from the purchase date, at which time any unused Report Credits shall expire without refund. Upon exhaustion or expiration of prepaid Report Credits, Customer may purchase additional Report Credit packages under the then-current pricing and terms. Any per-Report rates or Report Credit pricing stated in Exhibit A apply to the then-current term or credit purchase and may be updated prospectively at renewal or at the time of any future credit purchase. Further terms regarding credit validity and expiration may be set forth in Exhibit A.
(c) Notwithstanding the foregoing, either party may terminate this Agreement (i) immediately in the event of a material breach by the other party that is not cured within thirty (30) days of written notice, or (ii) immediately if the other party ceases doing business or is subject to bankruptcy proceedings not dismissed within sixty (60) days.
(d) For purposes of this Agreement, the Subscription Term means the period during which Customer is entitled to access and use the Services under the plan selected in Exhibit A, as follows: (i) for Plan 1 (bill-later), from the Effective Date until termination under Section 5.1(a); and (ii) for Plans 2 and 3 (full-service prepaid), from the date Company receives payment for the applicable package until the earlier of the use of all included Report Credits or twelve (12) months from that payment date, subject to earlier termination under Section 5.1(c). If Customer changes plans under Exhibit A, the corresponding clause in this paragraph governs from the effective date of the change. Purchasing additional prepaid packages extends the Subscription Term for the credits covered by such purchase but does not revive any expired credits. The retention commitments in Exhibit A Section 1.3 govern while the account is active. After termination, the post-termination access in Section 5.2(d) applies.

5.2 Effect of Termination.
Upon termination of this Agreement:
(a) Customer shall immediately cease use of the Services except for (i) downloading existing Client Data and Reports, and (ii) exercising any limited post termination rights expressly stated in subsection 5.2(c), in each case provided Customer is not past due on any invoices.
(b) For bill-later service options: Customer remains obligated to pay Company for (i) all filings completed for Closed Transactions prior to termination, and (ii) all Reports (excluding Direct-Pay Reports and Reports billed and collected through a marketplace integration under Section 2.3(b)) for which Information Collection Commenced (as defined in Exhibit B) prior to termination and the underlying real estate transaction later closes, even if the filing was not completed prior to termination.
(c) For prepaid service options: No refunds shall be provided for unused Report Credits. For up to thirty (30) days after the effective date of termination, Customer may continue to use the Services to complete Reports and obtain Managed Filing Services for transactions that close during that thirty (30) day period, solely for Reports that were created in the Services before the effective date of termination, provided Customer is not in breach of this Agreement and is not past due on any amounts.
(d) After the thirty (30) day period described in subsection 5.2(c) ends (or immediately upon termination for bill-later service options), Customer will have ninety (90) days of no-charge, read-only access to export or download all records requiring storage. On written request, the parties may agree to paid transition assistance for bulk exports or special formats. After the window ends, Company may move data to archival storage and delete it in the ordinary course of its standard retention cycle, except where a longer retention period is required by law or a legal hold is in place.
(e) Upon written request of Customer after termination, Company shall delete the Client Data and Reports stored by Company, subject to Company’s obligations to retain information required by applicable law, regulation, or a legal hold. This process shall also occur automatically during Company’s standard data removal cycles for canceled accounts, subject to the same retention and legal hold exceptions.

6. MAINTENANCE SUPPORT

6.1 Errors and Remedy.
If during the Subscription Term Customer notifies Company of a substantial program error that prevents Customer from utilizing the Services in accordance with this Agreement, Company shall at its own expense verify and attempt to correct such error within fifteen (15) days after the date of notification. Company will determine, acting reasonably and in good faith, whether an error qualifies as a substantial program error.
For any Critical Error that prevents creation or submission of Reports or could reasonably result in missing a regulatory deadline, Company will use commercially reasonable efforts to provide a workaround or temporary fix within five (5) business days and will continue diligent efforts to fully correct. Customer shall make available all information reasonably necessary to assist Company in resolving the defect or fault.
Customer’s remedies under this Section are limited to Company’s repair obligations stated above and, if Company does not provide a workaround or correction for a Critical Error within the foregoing time frame, (i) restoration of any Report Credits consumed for the affected Reports, or (ii) for Plan 1, refund or waiver of the per‑report fee for the affected Reports if already invoiced. This Section does not limit the filing guarantee in Exhibit C, Section 1.5 where applicable.

"Critical Error" means a reproducible defect that renders a material feature inoperative or prevents submission of a Report within applicable regulatory timelines, excluding matters covered by Section 1.5 and Section 11.6. Errors resulting from factors beyond Company’s reasonable control will not qualify as substantial or Critical Errors.

6.2 No Obligations.
Company’s obligations in Section 6.1 shall not apply to the Services in the instance where Company reasonably determines that the Services have been subject to misuse in any way, including when not used in accordance with Section 4.

6.3 Service Levels.
Company targets at least 99.9 percent monthly uptime excluding scheduled maintenance and events described in Section 11.6. Company will provide support during business hours by email, phone and in product support messaging. Urgent production issues will receive an initial response within four business hours.

7. WARRANTY; WARRANTY DISCLAIMER

7.1 Limited Warranty.
During the Subscription Term, the Services will materially conform to the purpose outlined in Section 1.6 and Company will perform training and other professional services in a professional and workmanlike manner. The Services may be temporarily unavailable for scheduled or emergency maintenance; Company will use reasonable efforts to provide advance notice of Company scheduled disruptions. Customer agrees that Company is limited by FinCEN’s filing creation and submission systems and can only create Reports using methods FinCEN provides. Customer’s exclusive remedies for breach of this Section are those in Section 6.1 and Exhibit C, subject to Section 10.

7.2 Warranty Disclaimer.
EXCEPT FOR THE EXPRESS COMMITMENTS IN SECTION 6.1, THE LIMITED WARRANTY IN SECTION 7.1, AND THE FILING GUARANTEE IN EXHIBIT C, THE SERVICES ARE PROVIDED AS IS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL MEET ALL CUSTOMER REQUIREMENTS OR THAT OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. CONSISTENT WITH SECTION 1.6, THE SERVICES ARE DESIGNED TO FACILITATE COLLECTION AND SUBMISSION OF INFORMATION FOR REAL ESTATE REPORTS. CUSTOMER ACKNOWLEDGES THAT CLIENTS ARE RESPONSIBLE FOR THE ACCURACY, COMPLETENESS, AND TRUTHFULNESS OF INFORMATION THEY PROVIDE IN REPORTS, AND COMPANY DOES NOT INVESTIGATE OR VERIFY THAT INFORMATION. COMPANY WILL NOT BE LIABLE FOR DELAYS OR OTHER EVENTS OUTSIDE COMPANY’S REASONABLE CONTROL RELATED TO FINCEN FILING SYSTEMS, FORMS, OR SUBMISSION MECHANISMS.

8. CONFIDENTIALITY

"Confidential Information" means non-public information marked "confidential" or "proprietary" or that otherwise should be understood by a reasonable person to be confidential in nature, provided by a party or on its behalf. All terms of this Agreement, including but not limited to, fee and expense structure, and the Services are considered Confidential Information of Company. Confidential Information of Customer includes the Client Data. Confidential Information does not include information that: (i) was rightfully known to the recipient without restriction prior to disclosure; (ii) is rightfully received by recipient from a third party without duty of confidentiality; (iii) is independently developed by recipient without use of or reference to the discloser’s Confidential Information; or (iv) is or becomes publicly available without breach of this Agreement. Each party will use reasonable efforts to protect the confidentiality of Confidential Information that it receives and the parties will not use or disclose any Confidential Information for any purpose other than to exercise its rights and perform its obligations under this Agreement, or as required by applicable law, statute, rule, regulation or professional standard, without the other party’s prior consent. If disclosure is required by law, statute, rule, or regulation (including any subpoena or other similar form of process), or by professional standards, the party to which the request for disclosure is made shall provide the other party with prior prompt written notice thereof and, if practicable under the circumstances, cooperate with the other party to obtain a protective order or other appropriate relief. Recipient shall promptly notify discloser of any unauthorized use or disclosure, or suspected unauthorized use or disclosure, of discloser’s Confidential Information of which recipient becomes aware. Recipient agrees that any breach or threatened breach of this Section may cause irreparable injury to discloser, entitling discloser to seek injunctive relief in addition to all legal remedies.

9. INDEMNIFICATION

9.1 Customer Indemnification.
Customer shall indemnify and hold Company, its parent company, any subsidiaries, and their owned and operated affiliated companies, and the officers, directors, agents, employees and assigns of each, harmless from and against any and all claims, demands, lawsuits, judgments, settlements, fines, penalties, losses, costs, or expenses of any nature whatsoever (including attorneys’ fees and costs of litigation, including appeal) ("Damages") arising directly or indirectly from or out of, or any way relating to Customer’s unauthorized or improper use of the Services, except to the extent arising from the negligence, willful misconduct, or gross negligence of Company or for any Damages which Company is required to indemnify Customer in accordance with Section 9.2.

9.2 Company Indemnification.
(a) Covered Claims. Company shall defend, indemnify, and hold harmless Customer, its parent company, any subsidiaries, and their owned and operated affiliated companies, and the officers, directors, agents, employees and assigns of each (collectively, "Customer Indemnitees") from and against any and all Damages arising directly or indirectly from: (i) a third-party claim that the Services, as provided by Company and used by Customer in accordance with this Agreement, infringe a valid U.S. patent or U.S. copyright, or misappropriate a trade secret; or (ii) a third-party claim or regulatory action arising directly from Company’s breach of its confidentiality or data security obligations set forth in this Agreement.
(b) Exclusions. Company shall have no liability or obligation to Customer with respect to any claim to the extent such claim is based on: (i) the combination, operation, or use of the Services with software, services, data, content, or equipment not provided by Company, to the extent that Customer’s liability would have been avoided in the absence of such combination, operation, or use; (ii) any modification of the Services not made by Company; (iii) Customer’s or any user’s misuse of the Services, failure to secure access credentials, failure to use available multi-factor authentication features, or failure to use the Services in compliance with the terms of this Agreement; or (iv) use of the Services in a manner that exceeds the scope of rights granted in Section 1.1.
(c) Infringement Mitigation. If the Services become, or in Company’s reasonable opinion are likely to become, the subject of a claim described in Section 9.2(a)(i), Company may, at its option and expense: (i) procure for Customer the right to continue using the affected Services; (ii) modify or replace the affected Services so they become non-infringing without materially reducing the core functionality; or (iii) terminate the affected Services and refund any prepaid, unused Report Credits allocated to the affected Services on a prorated basis.

9.3 Indemnification Procedures.
The obligations of a party ("Indemnitor") to defend or indemnify the other ("Indemnitee") under this Section (Indemnification) are subject to the following: (i) the Indemnitee must promptly inform the Indemnitor in writing of any claim or action within the scope of the Indemnitor’s defense or indemnity obligations set forth in the Agreement, provided that Indemnitor shall not be excused from its indemnity obligations for failure to provide prompt notice except to the extent that the Indemnitor is prejudiced by any such failure to provide prompt notice; (ii) the Indemnitor must be given exclusive control of the defense of such claim and all negotiations relating to its settlement, except that the Indemnitor may not, without Indemnitee’s approval, (A) make any admissions on the Indemnitee’s behalf or (B) settle any such claim unless the settlement unconditionally releases the Indemnitee of all liability; and (iii) the Indemnitee must reasonably assist the Indemnitor in all necessary respects in connection with the defense of the claim, at the Indemnitor’s expense. The Indemnitee may participate in the defense of the claim at its sole cost and expense.

9.4 Exclusive Remedy.
This Section (Indemnification) states the Indemnitor’s sole liability and the Indemnitee’s exclusive remedy with respect to infringement and third-party claims or regulatory actions related to confidentiality, privacy, or data security obligations described in this Section. For clarity, this Section does not cover any claims based on any error in accuracy or timeliness of the Services. Such claims are governed exclusively by, and limited by, the warranties in this Agreement, except to the extent such claims arise directly from Company's breach of confidentiality or data security obligations under this Agreement.

10. LIMITATION OF LIABILITY

10.1 Consequential Damage Waiver.
Except as may arise out of a party’s breach of Section 8 (Confidentiality), neither party will be liable to the other for loss of profits, or special, indirect, incidental, consequential, exemplary, or punitive damages in connection with the performance of the Services, or the performance of any other obligations under this Agreement, even if it is aware of the possibility of the occurrence of such damages. For clarity, this Section 10.1 does not limit a party’s obligation to pay defense costs, settlement amounts, or damages payable to a third party under that party’s indemnification obligations in Section 9, or Company’s reimbursement obligation under Exhibit C, Section 1.5.

10.2 Limitation of Liability.
(a) General Cap. Except as set forth in Sections 10.2(b), 10.2(c), and 10.2(d), each party’s cumulative and aggregate liability to the other party arising out of or relating to this Agreement shall not exceed the amounts actually paid by Customer to Company under this Agreement in the twelve (12) months immediately preceding the event first giving rise to the claim, even if advised of the possibility of such damages and notwithstanding the failure of the essential purpose of this Agreement or any limited remedy hereunder.
(b) Company Confidentiality and Data Security Super Cap. Notwithstanding Section 10.2(a), Company’s cumulative and aggregate liability for all claims arising out of or relating to (i) Company’s breach of Section 8 (Confidentiality) or Section 3.5 (Safeguards), or (ii) Company’s indemnification obligations under Section 9.2(a)(ii), shall be limited to the greater of: (A) Two Hundred Thousand Dollars ($200,000); or (B) two times (2x) the amounts actually paid by Customer to Company under this Agreement in the twelve (12) months immediately preceding the event first giving rise to the claim.
(c) IP Infringement Indemnity. The cap in Section 10.2(a) does not apply to Company’s obligations under Section 9.2(a)(i). For clarity, Company’s liability under Section 9.2(a)(i) is limited to defense costs and amounts payable to the third party pursuant to a final, non-appealable judgment or an agreed settlement.
(d) Payment Obligations. Nothing in this Agreement limits Customer’s obligation to pay undisputed amounts due under this Agreement.
(e) Exclusions. Nothing in this Section 10.2 limits a party’s liability for fraud or willful misconduct, or for liabilities that cannot be limited as a matter of applicable law.

10.3 Limitation on Bringing a Claim.
Except with respect to claims of infringement or misappropriation of intellectual property of the other party, a party’s breach of its confidentiality obligations set forth in Section 8 (Confidentiality), or Customer’s failure to pay amounts due under the Agreement, neither party may bring any claim relating to the Agreement more than two (2) years after the events giving rise to the claim occurred.

11. MISCELLANEOUS

11.1 Notices.
All notices under this Agreement must be in writing and sent by email to the following addresses: Company at [email protected] and Customer at the email address used by Customer to accept this Agreement through the Company’s digital onboarding or acceptance flow as recorded by the platform at the time of acceptance, or any replacement Notice Email designated under this Section. A notice is deemed received when sent, provided the sender does not receive an automated failure or bounce message within 24 hours after sending. If a notice is sent after 5:00 p.m. at the recipient’s local time or on a non-business day, it is deemed received at 9:00 a.m. on the next business day. Business day means Monday through Friday, excluding U.S. federal holidays. A party may change its Notice Email by emailing the other party at its current Notice Email and identifying the new Notice Email, and the change is effective two business days after that email is sent unless a failure or bounce message is received within 24 hours. Each party may rely on its email transmission records, header data, or system logs as prima facie evidence that a notice was sent and when it was sent. This Section governs contractual notices only and does not limit service of process permitted by law.

11.2 Severability and Waiver.
In the event any provision of this Agreement is determined to be invalid or unenforceable, the remainder of this Agreement shall remain in force as if such provision were not a part. No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party and no waiver of any such rights or any breach of this Agreement shall be deemed to be a waiver of any other right or any subsequent breach.

11.3 Disputes.
Upon written notice of a dispute, senior executives of both parties will meet and attempt in good faith to resolve it within 10 business days. If not resolved, the dispute will be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat and exclusive venue will be Wilmington, Delaware, and the arbitration will be conducted in English. One arbitrator will preside, except that if the amount in controversy exceeds $1,000,000, three arbitrators will preside. The arbitrator has exclusive authority to decide issues of arbitrability, and judgment on the award may be entered in any court with jurisdiction. The arbitrator may award only compensatory damages and any relief necessary to enforce this Agreement, may not award punitive or multiple damages, and any monetary award is limited by Section 10. Each party will bear its own attorneys' fees and administrative costs, except where a statute requires otherwise. All proceedings must be brought in an individual capacity only, not as a class, consolidated, or representative action, and the arbitrator has no authority to conduct or certify any class or collective proceeding. Either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction, or from the arbitrator, to protect Confidential Information or intellectual property pending final resolution. The existence of the arbitration, all filings, materials, testimony, and the award will be confidential and used solely for the purposes of the arbitration or enforcement of the award, except as disclosure is required by law. Arbitrations under this Agreement may not be consolidated with any other arbitration without the written consent of both parties. Delaware law governs this Agreement and related disputes, without regard to conflicts-of-law rules.

11.4 Insurance.
Company will maintain commercially reasonable insurance, which will include at minimum: Commercial General Liability, Technology Errors and Omissions including Cyber Liability, and Workers’ Compensation where required by law. Certificates of insurance are available upon request.

11.5 No Third-Party Beneficiaries.
No term of this Agreement is intended to confer a benefit on, or to be enforceable by, any person who is not a party to it.

11.6 Force Majeure.
Except for Customer’s obligation to make payments under this Agreement, a party will not be liable to the other for any loss, damage or delay arising out of its failure to perform the Agreement due to causes beyond its reasonable control, including, without limitation, acts of God, acts of civil or military authority, regulatory requirement changes, fires, strikes, flood, pandemics, quarantine restrictions, war, riots, delays in transportation, or transportation embargoes. In the event of any such delay, dates in this Agreement, if applicable, will be extended for the length of time as may be reasonably necessary to compensate for the delay.

11.7 Amendments and Modifications.
Any amendment, waiver or variation of this Agreement shall not be binding on the parties unless set out in writing, expressed to amend this Agreement and signed by or on behalf of each of the parties. Any click through, browse wrap, or in application terms presented in the Services are of no force or effect as to Customer and will not amend or supplement this Agreement; in the event of any conflict, this Agreement controls.

11.8 Assignment.
This Agreement and the rights hereunder may not be assigned, sublicensed, or otherwise transferred by Customer without the prior written consent of Company. Either party may freely assign its rights under this Agreement in its entirety, without the consent of the other party, to an affiliate or its successor in connection with a merger, acquisition, corporate reorganization, consolidation, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section is void.

11.9 Survival of Terms.
Any Sections which by their nature are meant to survive termination or expiration of this Agreement, including but not limited to "Fees" (Section 2), "Proprietary Rights; Data Security" (Section 3), "Customer Responsibilities" (Section 4), "Term and Termination" (Section 5), "Warranty; Warranty Disclaimer" (Section 7), "Confidentiality" (Section 8), "Indemnification" (Section 9), "Limitation of Liability" (Section 10), and Section 11.9, shall survive any termination or expiration of this Agreement. Exhibit A provisions relating to credit purchases, credit expirations, and invoice obligations survive termination.

11.10 Entire Agreement.
This Agreement sets forth the entire understanding between the parties with respect to the subject matter hereof, and merges and supersedes all prior agreements, discussions and understandings, express or implied, concerning such matters.

11.11 Digital Acceptance.
The parties agree that electronic acceptance of this Agreement, including acceptance through digital onboarding platforms (e.g., HubSpot), electronic signatures, or clicks to accept, shall be deemed binding and enforceable, having the same legal force and effect as an original, manual signature.

11.12 Publicity.
Company may identify Customer as a customer of the Services and display Customer’s name and logo on Company websites and customer lists, subject to Customer’s reasonable brand use guidelines. Either party may revoke publicity consent on written notice.

11.13 Order of Precedence.
In the event of a conflict, the body of this Agreement controls over the Exhibits, except (i) Exhibit A controls for plan selection, quantities/limits, and pricing/fees, and (ii) Exhibit C controls the Managed Filing Services where applicable.

EXHIBIT A
SUBSCRIPTION AND FEES

1. PLAN SELECTION AND LIMITS:

1.1. Selected Plan Limits.
Customer selects one of the following service options through Company’s onboarding, ordering, renewal, or in-app plan selection flow, and Company’s records of Customer’s selection control.
The selection determines the payment structure, filing responsibilities, and applicable addenda.
Definitions for these limits are listed in Exhibit B hereto. All plans include software access:

Plan 1: Full-Service Per-Report, Pay After Close (Exhibit C applies)
Per-report fee: $120 per completed filing.
Billing: Invoice is issued at the Billing Trigger (submission of a Report for a Closed Transaction). Company may consolidate multiple invoices into a single monthly invoice covering all itemized Closed Transactions from the prior month. No charge for transactions that do not close.

1.2. Additional Service Limits and Alternative Payment Channels.
The following additional limits apply to all plans unless otherwise stated in this Exhibit A: the subscription includes up to one hundred (100) Offices and up to one thousand (1,000) Staff members.
Certain Reports may be paid for (i) through third-party marketplace integrations (such as Qualia) or (ii) directly by report information submitters through Company’s payment feature (Direct-Pay Reports), each as described in Agreement Section 2.3 and Exhibit B. Such Reports are not invoiced to Customer and do not consume Report Credits.

1.3. Data Storage.
(a) While Customer maintains an Active Subscription, Reports and associated Client Data will be stored at no charge for at least five (5) years. For the avoidance of doubt, while Customer maintains an Active Subscription, Company will not delete Reports or associated Client Data due solely to the passage of time.
"Active Subscription" means that, in each rolling twelve (12) month period after the Effective Date, Customer meets the applicable annual minimum for its selected plan as follows: (i) for Plan 1, at least ten (10) Reports submitted for Closed Transactions that were either (A) invoiced under the Plan 1 Billing Trigger, (B) treated as Direct-Pay Reports, or (C) paid through a marketplace integration described in Agreement Section 2.3(b); (ii) for Plan 2, at least fifty (50) Report Credits purchased; and (iii) for Plan 3, at least one hundred (100) Report Credits purchased.
(b) If the applicable minimum is not met for any period, Customer may purchase storage for that period at four hundred dollars ($400) per one hundred (100) stored Reports, or any fraction thereof, billed annually, with billing beginning after the first year of service.
(c) If the applicable minimum is not met and storage is not purchased, Company will provide at least thirty (30) days’ prior written notice before ending included storage, and the account may be placed in read-only mode for stored data during that notice period. After storage ends or after termination of the Agreement, Customer will have ninety (90) days of no-charge, read-only access to export or download Client Data and Reports. Bulk download tools will be available to download all records requiring storage. After that window, Company may move data to archival storage and delete it in the ordinary course of its standard retention cycle, except where a longer retention period is required by law or a legal hold applies.
(d) A Report is counted as stored if it remains in Customer’s account in any status other than deleted; duplicate or voided Reports that have been removed from Customer’s account are not counted.
(e) Nothing in this Section limits Customer’s right to request deletion under Section 5.2(e).

2. PAYMENT TERMS

2.1 Prepaid Service Options.
For Plans 2 and 3, Customer shall pay the full prepaid amount upon execution or electronic acceptance of this Agreement and completion of the applicable purchase flow. Payment must be received prior to granting access to the Services. Report Credits are deducted upon the applicable Billing Trigger (as defined in Exhibit B, Definitions). No refunds shall be provided for unused Report Credits. All prepaid Report Credit packages (Plans 2 and 3) expire one (1) year from the date of purchase. Expired Report Credits cannot be used, extended, or refunded.

2.2 Bill-Later Service Option.
For Plan 1, Company will issue an invoice upon filing for a Closed Transaction. Company may consolidate multiple invoices into a single monthly invoice. Payment is due within fourteen (14) days of the invoice date. Customer shall not be charged for transactions that do not close.

2.3 Overage Fees.
All overage fees shall be invoiced on the last day of each month and must be paid within fourteen (14) days of invoice date.

2.4 Payment Methods.
Payments shall be made via wire transfer or using the payment methods provided in the onboarding email. Payment questions, wire information forms, or W9 form requests can be directed to [email protected].

2.5 Good Faith Fee Disputes.
If Customer disputes an invoice in good faith, Customer must notify Company in writing within fifteen (15) days of the invoice date with reasonable detail. The parties will confer in good faith to resolve the dispute. Late charges and suspension under Agreement Section 2.2 do not apply to the disputed portion while the dispute is pending, provided all undisputed amounts remain paid.

3. ADDITIONAL TERMS

3.1 Access and Training.
Customer will receive access to the system following receipt of any required initial payment and completion of a scheduled, complimentary training session. Customer may schedule this session at a convenient time using an online scheduling link provided by the Company in the onboarding email. Training sessions may be conducted individually or in group settings via an online meeting tool. Prior to the training, Customer must complete and submit an online form provided by the Company to request software credentials.

3.2 Package Renewal.
Upon exhaustion or expiration of prepaid Report Credits, Customer may purchase additional Report Credit packages at the rates then in effect or otherwise indicated above.

3.3 Service Changes.
Customer may request to change from Plan 1 to Plan 2, and Plan 3. Any change is subject to Company’s written approval and is effective on the date specified in that approval. Plan changes apply prospectively and do not alter invoicing or Report Credit deductions that occurred before the effective date.

3.4 Closing Verification.
For Plan 1, Company reserves the right to verify the closing status of real estate transactions for issuing invoices.

3.5 Applicable Addenda.
Based on the service option selected in Section 1.1, EXHIBIT C (Full-Service Filing Plan Services Addendum) applies to Plans 1, 2, and 3.

EXHIBIT B
DEFINITIONS

1. Clients means Customer's customers, clients, or entities, including individuals, corporations, LLCs, trusts, or partnerships directly involved in buying, selling, or funding real estate transactions.

2. Client Data means the information uploaded, submitted, or otherwise provided by Customer or Customer's Clients into the Services for the purpose of generating Reports.

3. Services means Company’s online platform and related software tools for preparing, managing, and submitting FinCEN Real Estate Reports including Company's Managed Filing Service if Customer has selected Plans 1, 2, or 3 as indicated in Exhibit A.

4. Reports means the FinCEN Real Estate Reports generated using the Services that Customer and Customer’s Clients use to collect, prepare, and submit required transaction information, subject to the limits specified in Exhibit A. Whether a Report is invoiced or a Report Credit is deducted is determined by the Billing Trigger applicable to the selected plan.
(a) For Plan 1 (bill-later service), Reports are invoiced only upon the Billing Trigger for a Closed Transaction.
(b) For Plans 2 and 3 (full-service prepaid), one (1) Report Credit is deducted only upon the occurrence of a Closed Transaction.
(c) For Plans 1, 2, and 3, Reports generated for transactions that do not close are not counted toward limits, are not invoiced, and do not cause a Report Credit deduction.
(d) For any Direct-Pay Report, no invoice is issued to Customer and no Report Credit is deducted, regardless of the selected plan.

5. Report Credits means prepaid usage units that may be applied to Reports according to the selected plan. One (1) Report Credit entitles Customer to one completed filing for Plans 2 and 3 upon a Closed Transaction. Direct-Pay Reports do not consume Report Credits. Report Credits are nonrefundable, expire one (1) year from the purchase date unless otherwise stated in Exhibit A, are not legal tender, and may not be redeemed for cash. Report Credits are usable only by the Customer named in this Agreement and may be pooled across Customer’s Offices under the same account. Expired Report Credits cannot be revived or extended. Company may correct a credit balance to address manifest error.

6. Offices means the number of locations of the Customer’s business where Staff access the Services or provide closing services to Clients as specified on Exhibit A hereto.

7. Staff means Customer’s employees or contractors, and employees or contractors of Customer’s Affiliates to whom Customer grants access, who are authorized to use the Services via unique email logins, with limits as specified in Exhibit A.

8. Closed Transaction means a real estate transaction that has closed. Customer will confirm closing status in the Services using the confirmation of closing tool or an applicable integration; however, failure to confirm does not change whether a transaction is a Closed Transaction. Company may reasonably verify closing status for billing and filing purposes using information available to Company, including transaction documents, integration status, or other records.

9. Billing Trigger means the event that causes an invoice to be issued or a Report Credit to be deducted, depending on the selected plan: (a) for Plan 1, submission of a Report for a Closed Transaction; and (b) for Plans 2 and 3, the occurrence of a Closed Transaction. Billing Triggers do not apply to Direct-Pay Reports.

10. Information Collection Commenced means, with respect to a Report, the earliest of: (i) Customer or any Staff creates the Report/order in the Services; (ii) Customer sends any intake invitation to any Client through the Services for that Report; or (iii) any Client or Staff enters, uploads, or submits any information or document to that Report.

11. Direct-Pay Report means a Report for which Company has successfully collected the applicable per-Report amount directly from a report information submitter through the Services or intake portal, as recorded in the Services.

EXHIBIT C
FULL-SERVICE FILING PLAN SERVICES ADDENDUM

This Full-Service Filing Plan Services Addendum ("Addendum") is incorporated into and forms a part of the Real Estate Report Platform Services Agreement (the "Agreement") entered into by and between Advalis Inc. d/b/a FincenRealEstateReport.com (the "Company") and the Customer. Capitalized terms not defined herein shall have the meanings provided in Exhibit B of the Agreement.

1. MANAGED FILING SERVICES

1.1 Managed Filing Authorization.
For Customers who have selected Plans 1, 2, or 3 in Exhibit A, Customer hereby authorizes Company to manage the filing of FinCEN real estate reports on Customer's behalf. Company shall:
(a) Monitor relevant reporting deadlines and proactively notify Customer’s Clients of such deadlines.
(b) Send timely reminder notifications to Customer’s Clients regarding submission deadlines for necessary information and contact customers as needed.
(c) Submit properly completed FinCEN Reports to FinCEN’s filing system using data provided by Customer’s Clients in accordance with regulatory deadlines where all information is available.
(d) Verify successful submission of each Report and maintain submission records for the duration of the Subscription Term. Records will be made available to Customer on the software dashboard.

1.2 Coordination of Client Information.
Company shall notify Customer promptly if any Client refuses or fails to provide the necessary information for filing to allow Customer to decide next steps for these filings. Company will make missing information status visible in the portal, will send email alerts, and may contact Customer directly unless instructed not to make direct contact. If Customer instructs Company not to contact Clients directly, Customer assumes responsibility for any resulting delay or non‑submission and the Filing Guarantee in Section 1.5 will not apply to such matters.

1.3 Company as Authorized Filing Contractor.
Customer expressly authorizes Company to act as its authorized third-party filing service provider solely for the purpose of preparing, submitting, and managing compliance filings required by FinCEN regulations, including Real Estate Reports. In its role as a service provider, Company shall:
(a) Prepare and submit Reports directly through FinCEN’s electronic filing system on Customer’s behalf, utilizing authorized sub-user credentials provided by Customer where required.
(b) Maintain documentation evidencing its authorization from Customer for these filings and provide such documentation upon Customer's request. This Addendum shall serve as that authorization unless revoked by written amendment or termination.
(c) Certify, as Customer’s authorized agent, that filings submitted to FinCEN meet the reasonable reliance threshold based on Client Data provided by Customer or its Clients.
(d) Maintain strict confidentiality and implement data security measures consistent with the Agreement, specifically Sections 3.4, 3.5, and 8.
(e) Customer acknowledges that the ultimate responsibility for regulatory compliance under FinCEN rules remains with Customer and Company is acting as an authorized contractor for processing Report data. Company’s liability shall remain strictly limited as described in Section 4 of this Addendum.

1.4 Billing and Credit Triggers for Managed Services.
(a) For Plan 1 customers, Company shall track transaction closing dates and invoice only for Closed Transactions as defined in Exhibit B.
(b) For Plans 2 and 3 customers, one (1) Report Credit shall be deducted from Customer's prepaid balance only upon closing of the underlying real estate transaction.
(c) Company shall maintain records of transaction status and closing dates and provide verification upon Customer request.
(d) For transactions that do not close, no billing or credit deduction shall occur, and Company may cease work on such Reports at its discretion.
(e) If a Report qualifies as a Direct-Pay Report, Company will not invoice Customer and no Report Credit will be deducted for that Report. Payment for such Report is collected directly from the report information submitter as described in Agreement Section 2.3.

1.5 Filing Guarantee.
For Customers on Plans 1, 2, or 3, where all information and documents required for the applicable FinCEN Real Estate Report have been fully collected (including all fields marked as required in the Services for the applicable Report) in the Services and Customer has marked the transaction as a Closed Transaction in the portal no later than five (5) business days before the applicable FinCEN deadline, Company will submit that filing to FinCEN before the deadline. If FinCEN imposes a civil monetary penalty solely and directly due to Company’s failure to timely or accurately submit that filing in accordance with this Addendum, Company will reimburse the amount of that penalty to Customer. The foregoing does not apply to any penalty arising from Customer or Client error, delay, or omission, or from FinCEN system unavailability. Customer must notify Company in writing within thirty (30) days after receiving any notice of penalty and will allow Company to participate in or control any response or appeal, with reasonable cooperation from Customer. This Section is subject to Agreement Section 1.5 (Regulatory Dependencies), Agreement Section 11.6 (Force Majeure), Section 4.1 of this Addendum, and the liability limitations in Agreement Section 10, and covers only civil monetary penalties assessed by FinCEN (not interest, attorneys’ fees, or amounts imposed by other regulators). For clarity, "civil monetary penalty" means a final, non‑appealable monetary penalty assessed by FinCEN in writing.

2. CUSTOMER RESPONSIBILITIES

2.1 FinCEN Filing System Access.
Company will file reports using available batch filing or PDF methods through FinCEN directly. Should Customer or FinCEN regulation require Company to file Customer reports through their direct interface, Customer will provide Company with this capability using FinCEN’s standard sub user panel designed for this purpose.

2.2 Transaction Information and Verification.
Customer shall upload or provide transaction information and contacts, including property information, party email, phone information, and related documentation necessary for accurate report submissions. Customer is solely responsible for ensuring the accuracy of provided closing dates, Client email addresses, and phone numbers and must confirm closings using the toggle on the online order dashboard or related integration to trigger filing.

3. DUTY OF CARE

3.1 Duty of Care.
Company will perform managed filing services using reasonable care, skill, and diligence consistent with generally recognized industry standards for comparable services. This duty of care applies exclusively to the obligations specifically set forth in this Addendum as listed in subsection 1.1 above, with no other implied duties or obligations.

4. LIMITATION OF LIABILITY

4.1 Limited Liability for Managed Filing Services.
Company’s liability under this Addendum shall apply solely in cases where an enforcement action or penalty is actually imposed by FinCEN specifically due to Company’s failure to timely or accurately submit filings in accordance with this Addendum. Company shall have no liability for factors beyond Company’s reasonable control such as FinCEN filing systems, delays due to Customer or Client actions, or other events beyond Company’s reasonable control.

4.2 Exclusion of Damages.
Neither party shall be liable under this Addendum for any indirect, incidental, consequential, special, punitive, exemplary, or similar damages, including lost profits, arising from or related to the Managed Filing Services, even if advised of the possibility of such damages, except as explicitly provided in Section 4.1 above.

4.3 Disputes.
All disputes arising under or relating to this Addendum shall be resolved pursuant to Section 11.3 (Disputes) of the main Agreement. The terms and conditions outlined therein, including arbitration location, waiver of class actions, and limitations on punitive damages, are expressly incorporated by reference.

5. TERMINATION

5.1 Effect of Termination.
Termination or expiration of the Agreement, or exhaustion of prepaid credits without confirmation of renewal of credits, shall result in the immediate termination of this Addendum for affected Reports. Upon termination, all rights and obligations regarding Filing Services shall cease immediately, provided that Sections 3 and 4 of this Addendum shall survive termination in accordance with Section 11.9 of the Agreement. Notwithstanding the foregoing, Company will submit any Report for a Closed Transaction for which Company had received all information and documents required for submission prior to the effective date of termination, unless Customer instructs Company in writing to cease work.