Standard Financial Solutions SERVICES TERMS AND CONDITIONS

(last updated October 15, 2024)

The provision of the Services (as defined below) by Standard Tax, LLC d/b/a Standard Financial Solutions and d/b/a Standard CTA, a South Dakota limited liability company ("SFS"), is subject to the terms and conditions set forth below. You ("Customer") (i) acknowledge that you have read and understand these terms and conditions (this "Agreement"), (ii) agree to the terms and conditions of this Agreement, and (iii) agree to the terms and conditions of any future versions of this Agreement which are posted by SFS on the applicable online portal, website, or otherwise made available to you.

This Agreement is effective as of the date Customer first uses or pays for the Services (the "Effective Date"). Customer and SFS are sometimes referred to individually as a "Party" or together as the "Parties".

1. SERVICES AND FEES

1.1 Provision and Use of the Services

SFS itself or through one or more of its affiliates, subcontractors, or other agents ("SFS Parties") will provide to Customer only the services requested by Customer or a Customer User (as defined below) and any other services requested by Customer or a Customer User and provided by SFS (collectively, the "Services"), subject to the terms and conditions set forth herein. SFS is responsible for the performance of any SFS Parties. Customer will perform all Customer responsibilities and obligations set forth in this Agreement and is responsible for the performance of its affiliates, personnel, subcontractors, agents, advisors, representatives and other permitted third parties ("Customer Users") and will otherwise cooperate with SFS in connection with SFS's provision of the Services.

Customer will use the Services only for the internal business purposes of Customer and Customer Users and is responsible for (i) ensuring that each of its Customer Users receiving the Services complies with the terms and conditions of this Agreement and (ii) for any breach of the terms and conditions of this Agreement by any Customer User to the same extent as if such Customer User were "Customer" hereunder. Customer Users shall not include any competitors of SFS, and Customer will not permit any third party to use the Services or SFS Products in any way whatsoever without the prior written consent of SFS. Without limiting the foregoing, Customer will not, and will not permit any person or entity to, offer or use the Services for the benefit of any affiliated or unaffiliated third parties. Customer will not use the Services in a manner contrary to or in violation of any applicable federal, state, or local law, rule, or regulation.

1.2 Customer Information and Instructions

Customer acknowledges and agrees that performance of the Services is dependent on the timely completion of Customer's responsibilities and obligations under this Agreement and that additional fees may apply with respect to any modifications to standard documents or processes made by Customer or at Customer's request. Notwithstanding anything to the contrary herein, Customer will be responsible for (i) the accuracy and completeness and the compliance, sufficiency and effectiveness under applicable law of all data, documents, templates or other information provided to SFS or inputted into SFS's system by Customer or Customer Users or on their behalf, or otherwise modified by them or at their request, and (ii) the consequences of any instructions given by Customer or any Customer User to SFS.

1.3 Corporate Transparency Act

Company Applicant:

SFS provides the online tools and software to facilitate Customer's BOIR filing. SFS is not involved in Customer's business formation. As such, SFS's employees do not fall within the category of "Company Applicant" as defined by 31 CFR 1010.380(e), unless otherwise instructed by a State or Federal authority.

Beneficial Ownership Information Privacy Policy:

The Corporate Transparency Act mandates that, in addition to providing the names and addresses of all beneficial owners, photographic identification in the form of a passport, state driver's license or state issued identification for each beneficial owner must be submitted to FinCEN. All documents and images provided to us in connection with Customer's entity's BOI report will be encrypted at rest and secure in transit. All information provided in regards to your entity's BOI report will be handled according to FINCEN FETCH's terms and conditions.

1.4 Fees

For Services performed by SFS or any SFS Party under this Agreement, Customer hereby agrees to pay SFS the applicable fees in accordance with SFS's then current standard fee schedules for such Services (or as otherwise agreed by the Parties) and Section 5 below. Customer will also be invoiced for all additional fees (if any) advanced by SFS on behalf of Customer or a Customer User including taxes, statutory filing, and other fees, correspondent, courier messenger or delivery charges, and any other fees or charges advanced by SFS. SFS reserves the right to modify the Fees from time to time.

1.5 Acceptable Use of SFS's Websites and Services

In using SFS's websites and Services, Customer may not, nor may Customer permit any third party, directly or indirectly, to:

• access or monitor any material or information on any of SFS's systems, using any manual process or robot, spider, crawler, scraper, or other automated means;
• except to the extent that any restriction is expressly prohibited by law, violate the restrictions in any robot exclusion headers on any Service, work around, bypass or circumvent any of the technical limitations of the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services;
• perform or attempt to perform any actions that would interfere with the proper working of the Services, or prevent access to or use of the Services by SFS's other customers;
• copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material, information or Services from SFS;
• access or cause anyone to access any account, information, or material other than that within Customer's own authorized online account;
• use any Service in a manner that violates any laws, rules, regulations, or any individual's rights;
• cause anything to be uploaded to SFS systems that violates any laws, rules, regulations, or any individual's rights;
• use the Services except as expressly allowed under this Agreement.

Access to Information

In the course of providing Services to Customer, along with any improvements SFS makes to SFS's operations, SFS may interact with information related to Customer's account, including any information Customer provides to SFS and materials Customer may upload to SFS's systems. If SFS reasonably suspects that Customer's account has been used for an unauthorized, illegal or criminal purpose, Customer hereby gives SFS express authorization to share information about Customer and Customer's account with applicable law enforcement.

2. THE TERM

The term of this Agreement is effective as of the Effective Date and continue until terminated as set forth herein (the "Term"). For purpose of this Agreement, "Annual Period" shall mean each one year period running from the Effective Date to the next anniversary of such Effective Date.

3. TERMINATION

Termination

Either Party may terminate this Agreement or a particular Service (i) if the other Party fails to perform any material obligation of this Agreement (including the payment of amounts owed hereunder) and such breaching Party fails to take good faith steps to cure such failure within 10 days after receipt of notice from the other Party specifying such failure in reasonable detail or (ii) if the other Party seeks protection or commences any action under applicable bankruptcy laws or similar laws regarding insolvency or relief for debtor. SFS may terminate this Agreement at any time if legally required or upon belief of Customer's illegal or improper use of the Services.

Termination for Convenience

Either Party may terminate the Services or this Agreement at any time during the Term upon 30 days' prior written notice to the other Party or other period required by any applicable law or regulation.

Effect of Termination

In the event of any such termination, (i) Customer will pay SFS for Services (a) provided under this Agreement to Customer up through the date of termination and (b) that SFS is legally required to provide to Customer following termination, (ii) and all rights (including any access and use rights and licenses) granted to Customer by SFS under this Agreement related to the terminated Services are terminated.

4. TAXES

Unless otherwise provided in this Agreement, Customer will pay all sales, consumer, use and similar taxes in connection with the Services (other than taxes on SFS's net income).

5. STATEMENTS AND PAYMENT TERMS

SFS shall submit to Customer a reasonably detailed invoice which will set forth the Services used by, or provided to, Customer during the applicable period and the fees charged for such Services, consistent with the terms of this Agreement. Customer agrees to pay SFS the applicable invoice amount within 10 days of receipt of such invoice and prior to the time that any filing is made on behalf of a Customer with a governmental agency. All such fees and other amounts payable under this Agreement is referred to herein as the "Fees."

All amounts set forth in invoices not paid in full by Customer within 10 days (other than amounts in such invoices subject to a bona-fide good faith dispute) are subject to a late fee of 1.5% per month (or, if less, the maximum rate allowable by law) plus all costs of collection, including reasonable attorneys' fees. In the event of a bona fide good faith dispute as to an item on any such invoice, Customer shall promptly, but no later than 10 business days after receipt of such invoice, give written notice to SFS stating the details of any such dispute and shall promptly pay any undisputed amounts on such invoice. The Parties shall work in good faith to promptly agree upon a resolution to any disputed items on such invoice.

SFS reserves the right to suspend access to and performance of the Services to any delinquent account without notice. Except as otherwise expressly set forth, SFS reserves the right to modify the Fees from time to time.

6. CONFIDENTIAL INFORMATION AND TRADE SECRETS

6.1 Confidential Information

"Confidential Information" includes the terms of this Agreement and all trade secrets, processes, proprietary data, pricing, technology and product information, business and any other proprietary or confidential information provided by the disclosing Party to the receiving Party in connection with this Agreement, but excludes any information which: (a) is generally available to the public through no fault of the receiving Party or any of its affiliates or its or their directors, officers, employees, contractors, subcontractors, or other agents (collectively, a Party's "Representatives"); (b) is or becomes available to the receiving Party through a source other than the disclosing Party or its Representatives that is not known or reasonably believed to have any legal, contractual or fiduciary duty of confidentiality; or (c) is or has been developed by the receiving Party independently of the disclosing Party or any of its Representatives and their respective Confidential Information. Notwithstanding the foregoing, Customer agrees and acknowledges that anonymized and de-identified data shall not be considered Customer's Confidential Information and SFS is permitted to retain and utilize such anonymized and de-identified data.

6.2 Treatment of Confidential Information

Each Party covenants and agrees that it will keep and maintain all Confidential Information of the other Party in strict confidence, using such degree of care as is appropriate and reasonable to avoid unauthorized use or disclosure, it will not disclose the other Party's Confidential Information to any third party, except with the disclosing Party's prior written consent or if required by law or in response to a subpoena or other validly issued administrative or judicial process, and it will use and disclose Confidential Information of the other Party solely as necessary to implement or perform its obligations and duties pursuant to this Agreement. Notwithstanding the foregoing, SFS is permitted to disclose Customer's Confidential Information to SFS's Representatives involved in the provision of Services. Under no circumstances may the receiving Party disclose any Confidential Information of the disclosing Party to a competitor of the disclosing Party.

6.3 Injunctive Relief

The Parties acknowledge that the unauthorized disclosure of Confidential Information in breach of this Section 6 may cause irreparable injury to the disclosing Party and damages, which may be difficult to ascertain. Therefore, the disclosing Party shall, upon such unauthorized disclosure of any Confidential Information, be entitled to seek injunctive relief or other equitable relief against the receiving Party.

7. INTELLECTUAL PROPERTY RIGHTS

SFS owns all right, title and interest, in and to all Intellectual Property Rights in the Services, online portals, websites, and other media (including all improvements, enhancements, modifications or updates) and these Terms do not grant Customer any rights to SFS's Intellectual Property Rights. For purposes of this Agreement, "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress, service mark rights, goodwill, trade secret rights, and any other intellectual property rights that may exist now or come into existence in the future, and all of their applications, registrations, renewals and extensions, under the laws of any state, country, territory or other jurisdiction.

We welcome Customer to submit comments or ideas for improvements of the Services ("Ideas"). By submitting any Idea, Customer agrees that your disclosure is gratuitous, unsolicited, and without restriction, that it will not place SFS under any fiduciary, confidentiality or other obligation, and that SFS is free to use the Idea without any compensation to Customer, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. During the Term, Customer has a personal, non-transferable, non-exclusive right to access and use the Services (including any applicable SFS online portal, website, or other media) in connection with the Services solely as set forth in Section 1.1.

8. CUSTOMER WARRANTIES

Customer represents and warrants that (i) it has the requisite power, authority and capacity to enter into this Agreement on behalf of itself, its affiliates and all other Customer Users and to perform the obligations required of it hereunder; (ii) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have each been duly and validly authorized by all necessary action; (iii) it has or has obtained all necessary authority to order the Services provided by SFS; (iv) it has or has obtained all the necessary consents from any affected third parties to provide the information and documents to SFS in connection with the Services; and (v) all information, templates and documents provided by or on behalf of Customer or any Customer User to SFS hereunder, or otherwise modified by them or at their request, will comply in all respects with applicable law and the requirements of the applicable jurisdictions.

SFS needs accurate information to perform Services on Customer's behalf. SFS does not sell Customer information and SFS keeps all information that is not required on public documents private. Still, Customer agrees that Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of Customer's information. Customer also agrees that the accuracy of filings which SFS makes on Customer's behalf depends on the information Customer provides and Customer agrees to promptly notify SFS when any Customer information changes.

In the event that any information changes, Customer agrees to notify SFS of that change immediately. Customer's failure to maintain accurate and up-to-date information is a material breach of this Agreement, and is grounds for immediate termination of Services(s). SFS is not required or responsible to make any update to any governmental filing unless Customer hires SFS to make any updated filings, including updated BOIR filings with FINCEN.

9. DISCLAIMERS

SFS PROVIDES THE SERVICES AND ANY RELATED DOCUMENTATION, SOFTWARE OR EQUIPMENT AS-IS WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. SFS DISCLAIMS AND EXCLUDES ANY AND ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, SUITABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IRRESPECTIVE OF ANY COURSE OF DEALING OR PERFORMANCE, CUSTOM OR USAGE OF TRADE. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR THE SELECTION, USE AND SUITABILITY OF THE SERVICES AND SFS SHALL HAVE NO LIABILITY THEREFOR. NO EMPLOYEE OR AGENT OF SFS OR ANY SFS PARTY IS AUTHORIZED TO MAKE ANY STATEMENT THAT ADDS TO OR AMENDS ANY OF THE WARRANTIES OR LIMITATIONS CONTAINED IN THIS AGREEMENT.

SFS IS NOT ENGAGED IN RENDERING LEGAL OR OTHER PROFESSIONAL ADVICE OR SERVICES. THE SERVICES DO NOT INCLUDE THE PROVISION OF LEGAL, ACCOUNTING OR OTHER PROFESSIONAL ADVICE AND SHOULD NOT BE RELIED UPON AS SUCH. IF LEGAL OR OTHER EXPERT ASSISTANCE IS REQUIRED, CUSTOMER SHOULD CONSULT WITH ITS LEGAL COUNSEL OR OTHER APPROPRIATE ADVISORS.

SFS only provides information and acts as a fulfillment service provider. Because SFS is not an attorney, there is no attorney-client relationship between SFS and Customer and none of the communications between SFS and Customer are protected as attorney-client communications. Use of SFS's services as a fulfillment service provider does not create any fiduciary duty or obligations, either implied or express, by any agent, affiliate or employee of SFS.

SFS and its data providers and licensors cannot and do not accept any liability for delays, errors or omissions in the information provided by state or other governmental or third party information providers or filing or recording systems, nor does SFS accept any liability with respect to the disclosure or Customer's use of information or records that may contain personally identifiable information.

10. LIMITATION OF LIABILITY

10.1

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY HERETO SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL LOSSES OR DAMAGES (INCLUDING LOSS OF PROFITS, REVENUES, SAVINGS, BUSINESS OR DATA), REGARDLESS OF THE FORM OF THE CLAIM OR ACTION (WHETHER BASED ON CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT, STATUTE OR ANY OTHER LEGAL THEORY) AND EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBLE EXISTENCE OF SUCH LOSSES OR DAMAGES.

10.2

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, SFS'S TOTAL AND CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE LESSER OF (I) $50,000 AND (II) AN AMOUNT EQUAL TO THE FEES PAID BY CUSTOMER TO SFS IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE UPON WHICH A CLAIM IS FIRST ASSERTED AGAINST SFS BY CUSTOMER, IN EACH CASE LESS AGGREGATE DAMAGES PREVIOUSLY PAID BY SFS UNDER THIS AGREEMENT.

10.3

SFS is not an insurer with regard to the Services. The fees for Services rendered, as well as the limitations of liability and remedy, are a reflection of the risks assumed by the parties. Under no circumstances shall SFS, any SFS Party or any of its affiliates, suppliers, licensors, data providers, contractors or agents be liable for any loss except as provide in this Agreement in connection with the Services.

11. INDEPENDENT CONTRACTOR

SFS is acting in performance of this Agreement as an independent contractor.

12. ASSIGNMENT

Neither this Agreement, nor any of the rights or obligations under this Agreement, may be assigned by Customer without the prior written consent of SFS. SFS may assign this Agreement in whole or in part or any of its rights or obligations hereunder to an affiliate of SFS; provided that any such assignment will not release SFS from its obligations under this Agreement.

13. COMMUNICATIONS

All notices, requests, demands and other communications under this Agreement must be in writing and are deemed to have been duly given: (a) on the date of service if served personally on the Party hereto to whom notice is to be given; (b) on the day after delivery to Federal Express or similar overnight carrier or the Express Mail Service maintained by the United States Postal Service; or (c) on the fifth day after mailing, if mailed to the Party to whom such notice is to be given, by first class mail, registered or certified, postage prepaid and properly addressed, to the Party as follows: (i) if to SFS: Standard Financial Solutions, 1601 E 69th St Suite 308, Sioux Falls, SD 57108, Attention: Standard CTA; and (ii) if to Customer, to its account address on file with SFS. Any Party hereto may change its address for the purpose of this Section by giving the other Party written notice of its new address in the manner set forth above.

14. SURVIVAL

All provisions hereof relating to proprietary rights, confidentiality and non-disclosure, and limitation of liability shall survive the completion of the Services or any earlier termination, expiration or rescission of this Agreement.

15. INTERPRETATION

The section headings in this Agreement are for convenience only and do not control the interpretation of this Agreement. The terms "include," "includes," and "including" mean without limitation by reason of enumeration. The terms "herein," "hereof," and "hereunder" refer to this entire Agreement. Unless the context otherwise requires, the term "or" is used in its inclusive sense ("and/or").

16. PUBLICITY

Neither Party will use the trademark, service mark, logo or other commercial or product designations of the other Party in any way, in print or electronic format or on a web or internet site, without the prior written consent of the other Party in each instance, unless it relates directly to the provision of Services hereunder; provided, however, SFS is entitled to include Customer's name or logo on customer reference lists without the prior written consent of Customer.

17. APPLICABLE LAW; FORUM; WAIVER OF TRIAL BY JURY

This Agreement is governed by the laws of the State of South Dakota without giving effect to any law or statutory provision which would require or permit the application of the laws of another jurisdiction. The Parties further agree that the Uniform Computer Information Transactions Act (UCITA) does not apply to this Agreement. Any Party bringing a legal action or proceeding against any other Party arising out of or relating to this Agreement shall bring the legal action or proceeding in any court of the State of South Dakota sitting in Sioux Falls. Each Party waives, to the fullest extent permitted by law, (a) any objection which it may now or later have to the laying of venue of any action or proceeding arising out of or relating to this Agreement brought in any court of the State of South Dakota sitting in Sioux Falls; and (b) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum. EACH PARTY, TO THE EXTENT PERMITTED BY LAW, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS IT CONTEMPLATES. Each party acknowledges that it has received the advice, or has had the opportunity to receive the advice, of competent counsel.

18. SEVERABILITY

If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal or unenforceable under any applicable statute or rule of law, such provision is to that extent deemed omitted, and the balance of this Agreement remains in full force if the essential terms and conditions of this Agreement for each Party remain valid, binding and enforceable.

19. AMENDMENTS

No amendment or modifications to this Agreement are valid or enforceable unless in writing executed by SFS.

20. WAIVER

A Party may not waive a right or remedy except pursuant to a writing executed by such Party. No failure or delay in exercising any right or remedy or requiring the satisfaction of any condition under this Agreement, and no course of dealing between the Parties, operates as a waiver or estoppel of any right, remedy or condition. A waiver made in writing on one occasion is effective only in that instance and only for the purpose that it is given and is not to be construed as a waiver on any future occasion. The rights and remedies of the Parties set forth in this Agreement are not exclusive of, but are cumulative to, any rights or remedies now or subsequently existing at law, in equity or by statute.

21. FORCE MAJEURE

Neither Party is liable for failure or delay in performance of its obligations hereunder (other than Customer's obligation to pay the Fees for Services provided) when such failures or delay is caused by events or causes beyond the control of such Party, including, without limitation, any of the following events, acts of God, extreme weather, natural calamities, labor strikes or unrest, terrorist attacks, government actions, power outages and disruptions in communication lines.

22. EXHIBITS

All exhibits, schedules, and attachments to this Agreement, if any, are incorporated into this Agreement by reference and made a part of this Agreement.

23. NO THIRD PARTY BENEFICIARIES

The Parties intend that this Agreement will not benefit or create a right or cause of action in or on behalf of any person or entity, other than the Parties.

24. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties in connection with the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties, including any confidentiality agreement or non-disclosure agreement previously entered into between the parties, and there are no warranties, representations or agreements between the Parties in connection with the subject matter hereof except as set forth in this Agreement. In the event of a conflict between the terms of this Agreement and any exhibit, schedule or attachment, the terms of this Agreement shall govern. Neither Party is bound nor liable to the other Party for any representation, warranty, promise, covenant or understanding made by any agent, employee or other person that is not embodied in this Agreement. Purchase orders, work orders or similar documents submitted to SFS by Customer will be for Customer's internal administrative purposes only and the terms and conditions contained in any such purchase orders, work orders or similar documents will have no force and effect and will not amend or modify this Agreement.