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This Wire Fraud Recovery Services Agreement sets forth the terms and conditions upon which Qualia Labs, Inc. (“Qualia”) offers you (the “Relief Claimant”) the Program Services (defined below). This Wire Fraud Recovery Services Agreement, including any schedules, exhibits, and policies referenced herein and/or attached hereto, is hereinafter referred to as the “Agreement.” By checking the acceptance box, clicking “I Agree,” or by accessing or otherwise using the Program Services, you agree to be bound by the following terms and conditions. If you are entering into this Agreement on behalf of an entity, you represent that you have the authority to bind such entity to this Agreement. Qualia and Relief Claimant may be referred to herein individually as a "Party" and collectively as the "Parties."

BACKGROUND

1. Relief Claimant is completing and submitting an intake form provided by Qualia (the “Intake Form”), representing in such Intake Form that it has been involved in a wire transfer (“Transaction”) and has been the target of a suspected wire fraud incident perpetrated by an unauthorized third party (the "Fraudster"), resulting in actual loss of funds transferred via wire or other equivalent payment types (e.g. RTP, FedNow, or ACH) (the "Fraudulent Transaction") in the dollar amount set forth in the Intake Form (the “Lost Funds”);
2. Qualia offers, separate and distinct from its primary software services (the “Qualia Services”), an elective service to assist eligible parties involved in Transactions in attempting to recover Lost Funds associated with a Fraudulent Transaction; and
3. Upon completion and submission of the Intake Form, Relief Claimant expresses its desire to engage Qualia to provide such assistance with respect to the Fraudulent Transaction, and Qualia is willing to provide such assistance, subject to the terms and conditions set forth in this Agreement.

Accordingly, in consideration of the mutual promises stated in this Agreement, the Parties agree as follows:

1. PROGRAM SERVICES

1.1 Recovery Efforts. Subject to the terms and conditions of this Agreement and contingent upon Relief Claimant's timely and complete fulfillment of its obligations hereunder, Qualia agrees to use reasonable efforts to investigate the Fraudulent Transaction and attempt to recover the Lost Funds (the "Program Services"). Notwithstanding the foregoing, Relief Claimant acknowledges and agrees that nothing in this Agreement shall imply an obligation or duty on Qualia’s part to fully or partially recover Lost Funds.

1.2 Contingencies and Limitations. Relief Claimant acknowledges and agrees that:

1. Qualia's obligation with respect to performing the Program Services is limited to using reasonable efforts, and Qualia’s performance of the Program Services is expressly contingent upon Relief Claimant’s timely and complete fulfillment of its obligations under this Agreement. The success of any recovery effort is highly contingent on factors outside of Qualia’s control, including, without limitation, the speed of reporting by and cooperation of Relief Claimant, the policies and cooperation of financial institutions involved, including Relief Claimant's financial institution(s) involved in the Fraudulent Transaction (“Relief Claimant’s Bank”), the jurisdiction to which Lost Funds were sent, the methods used by the Fraudster, and the actions of law enforcement;
2. QUALIA MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE, EXPRESS OR IMPLIED, THAT ANY OR ALL OF THE LOST FUNDS WILL BE RECOVERED;
3. Qualia is not providing legal advice or forensic accounting services. Relief Claimant is solely responsible for obtaining independent legal counsel and other professional advice as it deems necessary;
4. Qualia has no obligation to initiate or pursue litigation or other formal legal proceedings on behalf of Relief Claimant;
5. If Relief Claimant is a then-current or former customer of Qualia, Relief Claimant authorizes Qualia to access and use information within Relief Claimant’s deployment in the Qualia Services to facilitate the Program Services and fulfill its obligations hereunder;
6. Qualia reserves the right to determine, in its sole discretion, that some or all of the Lost Funds are not recoverable despite Qualia’s reasonable efforts and to subsequently cease performing the Program Services and terminate this Agreement upon notice without any penalty or liability;
7. To facilitate Qualia’s performance of the Program Services as described in this Section 1 (Program Services), Qualia may request that Relief Claimant grant it limited agency by separately executing a Limited Agency Addendum (the “Addendum”). For the avoidance of doubt, the Addendum is not incorporated into this Agreement by reference and shall only become effective upon the date Relief Claimant signs the Addendum. Upon such date, the Addendum shall become effective and thereby incorporated into this Agreement. Relief Claimant’s decision not to sign the Addendum shall not, by itself, constitute a breach of this Agreement, but may limit Qualia’s ability to perform the Program Services. Qualia shall not be held responsible or liable for any losses, harm, or any claims directly or indirectly resulting from Relief Claimant’s decision not to sign the Addendum.

2. REPRESENTATIONS AND WARRANTIES

2.1 Relief Claimant Representations and Warranties. Relief Claimant represents and warrants to Qualia that: (a) all information, documentation, and statements provided by Relief Claimant to Qualia concerning the Fraudulent Transaction, the Lost Funds, Relief Claimant's associated bank accounts, related communications, and any surrounding circumstances (collectively, "Relief Claimant Information") are and will be truthful, accurate, and complete; (b) Relief Claimant has the full right and authority to enter into this Agreement and, if applicable, to enter into the Addendum; (c) Relief Claimant has duly reported the Fraudulent Transaction to Relief Claimant's Bank; and (d) Relief Claimant will comply with its notice obligations regarding recovery and/or receipt of Recovered Funds (defined below) as set forth in Section 3.3.

2.2 Mutual Representations and Warranties. Without limiting any other representations and warranties under this Agreement, each Party represents and warrants that: (a) if it is an entity, it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; (b) the execution, delivery and performance by such Party of this Agreement has been duly authorized by all necessary corporate, partnership or limited liability company action, as applicable; (c) it shall comply with all laws applicable to its performance under this Agreement; (d) neither the execution and delivery of this Agreement, nor the performance of any obligations under this Agreement (and the Addendum, if applicable), shall result in a breach of any agreement or obligation to which such Party is bound.

3. RELIEF CLAIMANT OBLIGATIONS

3.1 Timely Cooperation. Relief Claimant agrees that during the Term of this Agreement, it shall promptly and fully cooperate with Qualia in its performance of the Program Services. This includes, without limitation, responding in a timely manner (generally within one (1) business day, or sooner if circumstances reasonably require) to all communications, inquiries, and requests from Qualia.

3.2 Provision of Materials. Relief Claimant agrees that during the Term of this Agreement, it shall provide Qualia with all information, documents, authorizations, and assistance reasonably requested by Qualia to perform the Program Services. This may include, but is not limited to, bank statements, wire transfer instructions (both legitimate and fraudulent), correspondence with the Fraudster or financial institutions, internal investigation notes, contact information for relevant personnel at Relief Claimant's Bank, and any required forms or authorizations. Such information and/or documentation are considered Relief Claimant’s Confidential Information (as defined below).

3.3 Updates. Relief Claimant shall promptly inform Qualia of any new information, developments, communications (e.g. from banks, including Relief Claimant’s Bank, or law enforcement), or changes related to the Fraudulent Transaction or recovery efforts regarding the Lost Funds. Relief Claimant shall also keep Qualia informed on a continual basis of any independent actions Relief Claimant takes regarding the recovery of the Lost Funds (“Independent Actions”). Should Relief Claimant recover and/or receive any portion or the entirety of the Lost Funds through Independent Actions or through other actions not affiliated with or outside the scope of the Program Services (collectively, and including the Independent Actions, “Independent Means”), Relief Claimant must immediately inform Qualia and provide reasonably sufficient evidence of such recovery and the Independent Means by which it was achieved. Should Relief Claimant recover and/or receive any portion or the entirety of the Recovered Funds, Relief Claimant must immediately inform Qualia of such recovery and/or receipt.

3.4 Relief Claimant Information. Relief Claimant acknowledges and agrees that Qualia will need to disclose part or all of the Relief Claimant Information to financial institutions, law enforcement, and/or other third parties to perform the Program Services. Relief Claimant hereby grants Qualia, a nonexclusive, royalty-free, worldwide right and license to disclose, copy, host, and use, at Qualia’s discretion, Relief Claimant Information for the purpose of preventing, detecting and responding to fraud, including to provide Program Services to Relief Claimant.

3.5 Failure to Comply. Relief Claimant acknowledges that failure to comply with the obligations set forth in this Section 3 (Relief Claimant Obligations) may significantly impede or prevent Qualia's ability to perform the Program Services and may hinder any potential recovery of the Lost Funds. Qualia shall not be held responsible or liable for any losses, harm, or any claims directly or indirectly resulting from such failure.

4. INTELLECTUAL PROPERTY RIGHTS

4.1 Reservation of Rights. Relief Claimant acknowledges and agrees that Qualia and its licensors hold all right, title, and interest and reserves all right, title, and interest to the Program Services. Relief Claimant agrees that the intellectual property rights of Qualia and/or its licensors are not transferred, assigned or affected in any way as a result of this Agreement.

4.2 Feedback. Relief Claimant hereby grants to Qualia (including its affiliates, subcontractors, agents, successors and assigns) an exclusive, royalty-free, worldwide, transferable, sublicensable, irrevocable, and perpetual license to use or incorporate into the Program Services and/or Qualia Services (including Qualia Shield) any suggestions, enhancement requests, recommendations or other feedback from Relief Claimant or its employees relating to the Program Services and/or Qualia Services (including Qualia Shield) (collectively, “Feedback”).

4.3 Publicity. If Relief Claimant (including any employee or agent of Relief Claimant) provides a testimonial to Qualia, Relief Claimant agrees that Qualia may use Relief Claimant’s (and, if applicable, its employee’s or agent’s) name, picture, logo, or likeness (collectively “Relief Claimant Likeness”) for any advertising and marketing purpose during the Term of this Agreement and indefinitely thereafter. Relief Claimant hereby waives any right to the Relief Claimant Likeness and will ensure that all employees and/or agents who have provided such testimonies waive any rights to the Relief Claimant Likeness. Relief Claimant acknowledges and agrees that Qualia may publicize a successful recovery, without approval by Relief Claimant, provided that such public mention does not directly identify the Relief Claimant.

5. TERM AND TERMINATION

5.1 Term. This Agreement shall commence on the date this Agreement is accepted by Relief Claimant (the “Agreement Effective Date”) and shall continue until the earliest of: (i) the date Relief Claimant is notified of Qualia’s cessation of the Program Services and subsequent termination of this Agreement pursuant to Section 1.2(f); (ii) the date Relief Claimant notifies Qualia that all of the Lost Funds have been recovered though Independent Means or the date Qualia determines, in its sole discretion, to cease provision of the Program Services after being notified by Relief Claimant that part or substantially all of the Lost Funds have been recovered through Independent Means; (iii) mutual written agreement of the Parties effecting termination of this Agreement; (iv) termination by either Party pursuant to Section 5.2 (Termination) of this Agreement; or (v) one (1) year from the Agreement Effective Date, unless otherwise agreed to by the Parties (“Term”). For the avoidance of doubt, the term of the Addendum (if separately signed by Relief Claimant) is governed by its own provisions and shall run concurrently with the Term of this Agreement unless earlier terminated in accordance with the terms of the Addendum.

5.2 Termination. Either Party may terminate this Agreement upon written notice if the other Party breaches any provision of this Agreement and fails to cure such breach within five (5) business days after receiving written notice thereof. Qualia may terminate this Agreement immediately upon written notice if Relief Claimant breaches its representations or warranties under Section 2 (Representations and Warranties), fails to cooperate as required under Section 3 (Relief Claimant Obligations), if Qualia reasonably determines that continued efforts are futile, impractical, or pose an unacceptable risk to Qualia, or for any other cause for termination expressly stated in this Agreement. Relief Claimant may terminate this Agreement at any time upon written notice to Qualia.

5.3 Effect of Termination. Upon termination or expiration of this Agreement, (a) Qualia shall cease providing the Program Services, (b) the Addendum, if then in effect, shall terminate simultaneously in accordance with its terms, and (c) the following provisions of this Agreement shall survive any termination or expiration of this Agreement (in addition to (i) any liability obligation arising under this Agreement and/or the Addendum (if applicable) prior to such termination or expiration, and (ii) any other provisions of this Agreement and the Addendum (if applicable) that are stated to, or which by their terms or nature would be expected to, survive any termination or expiration of this Agreement), including, without limitation: Sections 2 (Representations and Warranties), 3 (Relief Claimant Obligations), 4 (Intellectual Property), 6 (Limitation of Liability), 7 (Indemnification), 8 (Confidentiality), and 9 (Miscellaneous).

6. LIMITATION OF LIABILITY

6.1 DISCLAIMER. THE PROGRAM SERVICES ARE PROVIDED "AS IS." QUALIA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE PROGRAM SERVICES WILL RESULT IN THE RECOVERY OF ANY LOST FUNDS.

6.2 EXCLUSION OF CERTAIN DAMAGES. IN NO EVENT SHALL QUALIA OR ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, OR LOSS OF DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT QUALIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.3 LIABILITY CAP. QUALIA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PROGRAM SERVICES, AND THE ADDENDUM (IF APPLICABLE), WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO DIRECT DAMAGES ONLY, AND SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100.00).

6.4 Basis of Bargain. The Parties acknowledge that the limitations of liability and disclaimers contained herein are a fundamental basis of the bargain, have been factored into Qualia's decision to offer the Program Services, and shall apply notwithstanding any failure of essential purpose of any limited remedy.

7. INDEMNIFICATION

7.1 Relief Claimant shall indemnify, defend, and hold harmless Qualia and its affiliates, and their respective directors, officers, employees, contractors and agents (collectively, "Qualia Indemnitees") from and against any and all claims, demands, suits, actions, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (collectively, "Claims") incurred by Qualia or any Qualia Indemnitee arising out of or related to:

1. any breach by Relief Claimant of its representations, warranties, or obligations set forth in this Agreement, including any misrepresentation, inaccuracy, or omission in the Relief Claimant Information provided by Relief Claimant upon which Qualia relied in performing the Program Services;
2. the underlying Fraudulent Transaction itself;
3. any actions taken or omissions made by Qualia based on information or instructions provided by Relief Claimant;
4. if the Addendum has been signed by Relief Claimant, any actions taken or omissions made by Qualia in good faith reliance on the authority granted under the Addendum; or
5. if the Addendum has been signed by Relief Claimant, any third-party claim alleging that Qualia's actions taken on behalf of Relief Claimant as its agent pursuant to the Addendum infringed upon the rights of, or caused harm to, such third party, provided such actions were within the scope of the agency granted and not the result of Qualia's gross negligence or willful misconduct.

Qualia reserves the right to control the defense of any indemnified matter under this Section and approve any proposed settlement. Relief Claimant shall pay Qualia the amounts due under this Section as they are incurred.

8. CONFIDENTIALITY

8.1 Confidential Information. “Confidential Information” means the non-public or proprietary information disclosed by one Party to the other Party pursuant to this Agreement. Confidential Information includes, but is not limited to, the Program Services, any hardware and software designs, specifications and documentation, business and product plans, other confidential business information, non-public personal information, and any information that should reasonably be considered “confidential.” Confidential Information excludes information that the receiving Party can demonstrate: (a) is released to the general public by the disclosing Party without confidentiality obligations; (b) is already known to the receiving Party at the time of disclosure by the disclosing Party; (c) is received from a third party that is not bound by confidentiality obligations to the disclosing Party; or (d) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information.

8.2 Use & Disclosure. The Parties acknowledge that in connection with this Agreement, each may receive Confidential Information of the other Party. Each Party agrees that it shall: (a) not use the Confidential Information disclosed to it by the other Party for any purpose outside the scope of this Agreement (and the Addendum, if applicable), (b) take reasonable measures to protect Confidential Information and limit disclosure of Confidential Information only to its employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those of this Agreement, and (c) be responsible for any breach of this Section 8 (Confidentiality) by its employees, contractors, and agents.

8.3 Required Disclosures. If the receiving Party is compelled by applicable law to disclose any Confidential Information, then, to the extent permitted it shall: (i) promptly, and prior to such disclosure, notify the disclosing Party in writing of such requirement, so that disclosing Party can seek a protective order or other remedy or waive its rights under this Section 8.3 (Required Disclosures); and (ii) provide reasonable assistance to disclosing Party, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If disclosing Party waives compliance or, after providing the notice and assistance required under this Section 8.3 (Required Disclosures), the receiving Party remains required by applicable law to disclose any Confidential Information, then the receiving Party shall disclose only that portion of the Confidential Information that it is legally required to be disclosed and shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment set forth herein.

9. MISCELLANEOUS

9.1 Relationship of the Parties. Except for the limited agency relationship established in the Addendum (only if the Addendum has been signed by Relief Claimant), the relationship between Qualia and Relief Claimant is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship.

9.2 Governing Law. This Agreement, and the Parties’ respective rights and obligations, shall be governed by the laws of the state of California, without regard to any conflict of laws provisions.

9.3 Dispute Resolution. The Parties consent and submit to the exclusive jurisdiction and venue over any action that may arising out of or related to this Agreement in the state courts located in San Francisco, California, or federal courts located in the Northern District of California, provided that either Party may, without limiting any available rights or remedies (whether under this Agreement, at law, in equity or otherwise), seek injunctive relief and other equitable remedies at any time in any court of competent jurisdiction for any actual or threatened breach of this Agreement relating to intellectual property rights or confidentiality obligations. Each Party acknowledges that its breach of any of the provisions related to its confidentiality obligations or the other Party’s intellectual property rights may cause irreparable injury to the other Party for which monetary damages are not an adequate remedy. Relief Claimant shall file any legal claim or cause of action related to this Agreement (and the Addendum, if applicable) no later than one year after such claim or cause of action first arose.

9.4 Audit. Upon notice and during normal business hours, Qualia shall have the right, at its own expense, to audit, examine, and make copies of Relief Claimant’s records, bank statements and other relevant materials and documentation to the extent reasonably necessary to verify Relief Claimant’s compliance with the terms of this Agreement and the Addendum (if applicable) and/or whether Relief Claimant has or has not received or recovered any of the Lost Funds.

9.5 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties.

9.6 Amendments. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

9.7 Notices. All notices to Qualia shall be in writing and delivered by hand or by certified mail or overnight delivery service to Qualia; Attn: Legal Department; 595 Market Street, Suite 2570; San Francisco, CA 94105 in addition to sending a copy to legal@qualia.com. All notices to Relief Claimant shall be sent by email to the email address provided in the Intake Form.

9.8 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

9.9 Assignment. Relief Claimant may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Qualia. Qualia may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets related to this line of service, provided the assignee agrees to be bound by its terms.

9.10 Electronic Acceptance. Relief Claimant agrees that its electronic acceptance of this Agreement (including by clicking “I Agree” button or checking an acceptance box) constitutes Relief Claimant’s agreement to be bound by this Agreement with the same force and effect as if Relief Claimant had manually signed a paper copy. Relief Claimant further agrees that no certification of authority or other third-party verification is necessary to validate Relief Claimant’s signature. If the individual accepting this Agreement is doing so on behalf of an entity, such individual represents and warrants that they have the legal authority to bind such entity to this Agreement.