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1. GENERAL

These terms and conditions (these “Banking Terms”) form an integral part of the Master Agreement and are incorporated by reference (the “Agreement”). These Banking Terms supplement the Agreement, including any Order Forms, and apply to the use of certain banking products and features, including Qualia Shield, wire instruction collection features, wire fraud detection, banking integrations, and Earnest Money Deposit collection tools (collectively, “Banking Features”). Any capitalized terms used but not defined in this Exhibit have the respective meanings given to them in the Agreement.

2. SUPPORTED BANKS

1. Certain Banking Features may require Customer to bank with a bank that participates in Qualia’s Bank Partnership Program or other similar program (a “Supported Bank”).

2. Certain Banking Features may require Customer to use services provided by third parties (including services provided by a Supported Bank). Customer is responsible for obtaining and maintaining all necessary access to such Third-Party Services as communicated by Qualia from time to time.

3. If Customer uses a Supported Bank, the Supported Bank may choose to provide earnings credits that Customer may be able to apply to future installment payments under an Order Form as they become due. Any credits that are unused upon expiration or termination of the applicable Order Form Full Term shall be forfeited.

3. OUTBOUND WIRES AND WIRE QUEUING.

1. With respect to each outgoing wire instruction that results from or otherwise relates to the Services, as applicable, Customer must review, and provide final affirmative approval of, such outgoing wire instruction within the applicable wire instruction portal, application, or system that is (1) approved and/or controlled by Customer’s banking institution and (2) outside of the Services (the “Final Approval Requirement”), and Customer is solely responsible for directly verifying and releasing such outgoing wire instruction in accordance with the Final Approval Requirement. Upon Qualia’s request, Customer will provide (or will instruct its banking institution to provide) Qualia with any necessary or reasonably requested information or documentation to demonstrate that Customer has complied, in all respects and instances, with the Final Approval Requirement.

2. Customer is advised to consult with its financial institution about the propriety of importing data through the Outbound Wires and Wire Queuing features.

4. INBOUND WIRES.

1. The information provided by the feature is not official financial institution data. In the event of an error or discrepancy, the Customer’s bank’s official records will control.

2. Qualia cannot guarantee the timing and frequency of updates from bank systems or records.

3. Qualia is not responsible for errors or delays resulting from the bank’s systems or conduct.

5. EARNEST MONEY DEPOSITS (“EMDs”) COLLECTION.

1. Payments resulting from the feature, including check generation, are still subject to the fraud review and acceptance policies of the relevant financial institutions and could be rejected due to their policies and practices. Checks resulting from the check generation feature may be more likely to be flagged and recalled by the payor’s bank. Customer may wish to avoid checks resulting from the check generation feature for near term closing dates (e.g., 7 days or less).

2. Certain payment types, such as check generation or ACH (if available), may be treated as an electronic funds transfer. Electronic funds transfers include a 60-day clawback period for the consumer payor.

3. Customer is advised to consistently print and scan any check created with the check generation feature before deposit.

4. Customer is advised to check its good funds requirements in light of the payment types it uses within the Earnest Money Deposit Collection feature.

6. WIRE FRAUD ASSESSMENTS.

1. The Wire Fraud Assessments feature in Qualia Shield is designed to gather information, analyze it, and present a risk score to Customer, allowing Customer to make a more informed decision about whether to proceed with a particular wire payment. Risk information, including a score of “low risk” are not a guarantee that fraud will not occur.

2. Use of certain information sources or features within Qualia Shield may be subject to additional terms required by the applicable data sources or services.

3. Customer is advised to have and adhere to its own fraud prevention policies and procedures.

4. Qualia cannot guarantee complete accuracy or that a wire payment marked as “Low Risk” in the Qualia System will proceed without delays or errors whether or not associated with fraud.

5. Wire transfer fraud assessments are not capable of verifying ownership of a property, and Customer acknowledges its responsibility to determine whether a payee is the owner of record.

6. It is advisable to have a payee review and confirm (in writing) the accuracy of the payee’s wire transfer instructions before transferring funds.

7. There are no third party beneficiaries to the Agreement.

8. Insurance

   1. Qualia shall make reasonable efforts to maintain an insurance policy in connection with wire fraud assessments (the "Master Policy").

   2. Customer acknowledges that an eligible claim must meet the requirements set forth in the Claims Requirements. Shield customers can find the Claims Requirements in their deployment. If Customer has an eligible claim, Qualia shall submit such claim to the applicable underwriter in accordance with the terms and conditions of the Master Policy.

   3. Qualia shall name Customer as a loss payee under the Master Policy.

   4. The aggregate limit of liability provided under the Master Policy will be reduced by payment of any claim. For clarity, a payment made to one loss payee under the Master Policy will reduce the amount recoverable by all other loss payees under the Master Policy in the relevant policy period.

   5. The Master Policy shall not be interpreted as creating additional liability for Qualia, its officers, directors, members, employees, agents, consultant, licensors, successors, or assigns (“Qualia Parties”). For clarity, Qualia Parties shall not be liable for (a) any or all claims, losses or damages covered, in whole or in part, by any insurance policy, including the Indemnity Policy (b) any or all claims, losses or damages subject to any insurance policy, including the Master Policy (including, for the avoidance of doubt, the amount of loss or damage that exceeds the limit(s) of available insurance or insurance coverage under the Indemnity Policy); (c) any and all claims, losses or damages that would have been covered, in whole or in part, by any insurance policy, including the Master Policy, or subject to any insurance coverage but that are not covered because the applicable limit(s) have been exhausted; or (d) any and all claims, losses or damages that are not covered, in whole or in part, because the underwriter of the Master Policy has denied coverage.

7. WAIVER OF LIABILITY. Except as explicitly described herein and without limiting any other terms of the Agreement, Customer agrees that it assumes all risk related to its use of the Banking Features and Qualia Parties will not be liable for any damage or loss Customer may incur related to its access to, or use of, the Banking Features. Customer acknowledges and agrees that it has not relied upon any representation or warranty made by Qualia, or any other person on Qualia’s behalf.