Qualia E-Filing Feature Terms

The following Qualia E-Filing Feature Terms (these “Terms”) apply when Customer enables, uses, and/or accesses Qualia’s 1099-S electronic filing feature (the “Feature”). These Terms supplement the Master Agreement between Customer and Qualia Labs, Inc. and are incorporated by reference (the “Agreement”), which governs where these Terms are silent. Customer acknowledges and agrees that the Feature is a Trial Service, as defined by the Agreement. If Customer does not agree to these Terms, Customer must not enable, use, and/or access the Feature.

By Customer enabling, using, and/or accessing the Feature, Customer acknowledges and agrees to the following:

1. Customer is the filer of record for all Forms 1099-S (each a “Return”), including all content therein such as taxpayer’s full name, taxpayer identification number (TIN), taxpayer’s social security number, and transaction proceeds (collectively, “Return Information”), that are submitted through the Feature, and that each such Return is filed under Customer's name and employer identification number (EIN).

2. Customer authorizes and directs Qualia to transmit to the IRS Information Returns Intake System (“IRIS”), under Qualia’s Transmitter Code Control on Customer's behalf, Returns and Return Information Customer submits through the Feature, and to receive and store associated IRS acknowledgements, receipt IDs, and status information and generate reports for Customer. Customer represents and warrants that it is required or permitted to file each submitted Return and that any Authorized User enabling, using, and/or accessing the Feature and submitting Returns has authority to act on behalf of Customer.

3. Qualia acts solely as Customer's transmitter at Customer's direction. Qualia is not the filer, payer, issuer, tax return preparer, or tax advisor with respect to any Return, and does not review Returns or Return Information for accuracy, completeness, or reportability. Customer shall indemnify, defend, hold Qualia and its officers, directors, employees, agents, successors and assigns, harmless from and against any Losses that arise from or relate to Returns or Return Information.

4. Customer is solely responsible for: (a) the accuracy and completeness of all Returns and Return Information; (b) determining which transactions are reportable and whether any exemption or certification applies; (c) reviewing each Return before submitting it for transmission through the Feature; (d) furnishing the payee statement (transferor copy) by the applicable deadline, which the Feature does not perform; (e) reviewing filing statuses and IRS rejection or error notices and submitting timely corrections; and (f) submitting Returns sufficiently in advance of IRS deadlines to allow transmission and correction of rejections.

5. Because filing timeliness also depends on the IRS's systems (including IRIS) and Customer's own submission timing, Qualia does not guarantee that any Return will be accepted by the IRS or filed by a particular date.

6. As between Customer and Qualia, Customer is responsible for all penalties, interest, and taxes arising from its Returns, including penalties for late, incorrect, or unfiled Returns or payee statements.

7. Qualia will retain transmission records for the period required of transmitters under applicable IRS procedures and will make them available to Customer upon request; however, Customer remains responsible for retaining its own copies of filed Returns and supporting documentation.

8. If Qualia's transmitter authorization is suspended, limited, or terminated, or the IRS systems (including IRIS) are unavailable, Qualia will notify affected customers and make Customer's return data available (upon request) so Customer can file through its own Transmitter Control Code or another provider. Customer may elect at any time to file under its own Transmitter Control Code instead of the Feature.

9. The Feature is provided “as is” and “as available” without warranty of any kind. Qualia does not provide tax, legal, or compliance advice, and no output of the Feature constitutes such advice.

10. Qualia may modify these Terms from time to time by posting the updated terms within the Services or Qualia’s website or by providing other reasonable notice. Customer's continued use of the Feature after the effective date of any such modification constitutes Customer’s acceptance of the modified Terms. If Customer does not agree to the modified Terms, its sole remedy is to immediately cease using the Feature.