1. Definitions

(a) "Activation Date" means the date Provider first activates monitoring for your Roster following sign-up (or, during any early-access period, following advisor outreach and confirmation). Billing begins on the Activation Date, not the date of sign-up.

(b) "Advisor" means a compliance professional of EASE Compliance Advisors or another qualified reviewer engaged by Provider who reviews and confirms findings before Reports are delivered.

(c) "Documentation" means Provider’s then-current user guides, help materials, plan and service descriptions, and policies for the Service made available online or in written form, which are incorporated into this Agreement by reference and which Provider may update from time to time.

(d) "Fees" means the charges for the Service at the rates presented at sign-up or as updated under Section 5(f), including: (i) per-Officer subscription fees for your selected plan, at the applicable seat rate for licensed originators (MLO seats) and unlicensed personnel (LOA seats); (ii) the monthly company monitoring fee, which covers monitoring of your company website, the company-level Report, and your first four (4) monitored names (trade names, DBAs, team names, or branch names): on plans presented at sign-up as a bundled monthly charge, the bundle includes the company monitoring fee and the stated number of included MLO seats; (iii) name fees for each additional monitored name beyond the four included; and (iv) one-time audit fees.

(e) "Officer" or "MLO" means a mortgage loan originator or other individual whom you place on the Roster for monitoring, including unlicensed personnel such as loan officer assistants ("LOAs"), for whom monitoring is performed under Provider’s unlicensed-personnel rulebook as described in the Documentation and at the seat rates presented at sign-up.

(f) "Provider Materials" means the Service, the Documentation, and Provider’s rulebooks, rule curation and prioritization, hot-button weighting, examination logic, scoring methodologies, Report formats and templates, software, systems, and know-how, together with all improvements and derivatives thereof.

(g) "Reports" means the marketing compliance examination reports, findings, notices, and related deliverables generated by the Service and confirmed by an Advisor, including company-level and Officer-level reports.

(h) "Roster" means the list of Officers you submit and maintain for monitoring (by NMLS ID and email), as updated by you from time to time through the Service.

(i) "Service" means Audit Hound’s marketing compliance monitoring platform and managed review service, which scans websites, social media profiles and posts, and trade-name usage of Customer and Rostered Officers against federal and applicable state advertising rules, together with the Reports and Documentation.

(j) "Customer Data" means information you or your Officers submit to the Service (including the Roster, NMLS IDs, emails, and company details) and Report content specific to you. Customer Data does not include publicly available content gathered by the Service, Service Generated Data, or Provider Materials.

(k) "Service Generated Data" means telemetry, product usage, diagnostic, performance, and similar data collected or generated by Provider in connection with the operation of the Service. Provider owns all right, title, and interest in and to Service Generated Data.

2. Access; License; Accounts; Responsibility for Officers

(a) Grant. Subject to your compliance with this Agreement and payment of Fees, Provider grants you a limited, non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Service and Reports solely for your own internal compliance, supervision, and business purposes.

(b) Permitted Sharing of Reports. You may share Reports internally, with your Officers, with your legal and compliance advisors, and with regulators, examiners, investors, or auditors in connection with your compliance obligations. You may not sell, publish, or otherwise commercially redistribute Reports, use them to provide compliance or monitoring services to any third party, or provide them (or any part of their structure, citations mapping, or methodology) to any Provider competitor.

(c) Accounts. Account access is provisioned after the Activation Date. Access rights are personal to Customer and its Officers and may not be shared with or exercised by any third party (including consultants or vendors) without Provider’s prior written consent. You are responsible for maintaining the confidentiality of credentials and for all activity under your accounts, and must promptly notify Provider at info@EASEca.com of any unauthorized use. Authorized individuals must be at least 18 years old.

(d) Officer Access; User Terms; Responsibility. Officers who receive Reports or notices, or who otherwise access the Service, are subject to the Audit Hound Officer User Terms attached as Exhibit A (the "User Terms"). You are responsible and liable for the acts and omissions of your Officers and of any third party you allow, enable, or otherwise provide access to the Service, as if they were your own. If you become aware of a violation of this Agreement or the User Terms, you must promptly notify Provider. Provider is not liable to you for the acts of your Officers or other users.

3. Eligibility; Competitors

(a) Eligibility Representation. You represent and warrant that you are a licensed mortgage company (or other regulated institution approved by Provider) obtaining the Service solely for your own internal compliance purposes, and that you are not, and are not acting for or on behalf of, a Provider competitor, including any provider of compliance monitoring, advertising review, marketing compliance, or similar software or services, or any person developing such an offering.

(b) Competitor Exclusion. Provider may refuse, condition, suspend, or terminate access, without refund, for any account that Provider reasonably determines is, is owned by or affiliated with, or is acting for or providing information to a Provider competitor, or that has misrepresented its eligibility under Section 3(a). This Section is in addition to Provider’s other remedies.

4. Roster; Authorization to Monitor

(a) Roster Maintenance. You are responsible for the accuracy of the Roster. You may add or remove Officers at any time through the Service, and seat counts and Fees adjust automatically as described in Section 5(b).

(b) Authorization. You authorize Provider to: (i) verify your company and each Officer against NMLS Consumer Access and other public licensing records; (ii) locate, access, capture, and analyze publicly available websites, profiles, posts, and other marketing content of Customer and Rostered Officers, including connected accounts and pages discovered by the Service; and (iii) deliver Reports and corrective-action notices to Officers at the emails you provide and track their responses.

(c) Officer Notices and Consents; Compliance with Laws. You are solely responsible for compliance with all laws applicable to your engagement of the Service, including laws requiring you to provide notices to, or obtain consents from, your Officers for the monitoring, processing, and communications described in this Agreement (including any employee-monitoring, privacy, or state-specific notice laws). You represent and warrant that all Roster submissions are lawful and authorized. For clarity, placing unlicensed personnel (including LOAs) on the Roster does not authorize, and the Service’s monitoring of such personnel does not constitute approval of, any activity requiring licensure; you remain solely responsible for ensuring that the activities and marketing of your unlicensed personnel comply with applicable licensing and origination laws.

5. Fees; Billing; Automatic Seat Adjustment; Renewal

(a) Fees; Payment Method. You agree to pay all Fees for your selected plan, billed to the payment method you provide (the "Payment Method"), in advance for each billing period, beginning on the Activation Date. You authorize Provider and its payment processor to charge the Payment Method for all Fees, including recurring Fees, seat adjustments under Section 5(b), applicable taxes, and one-time audit fees; to use updated Payment Method information provided by your issuing bank or payment network; and to charge any backup payment method you provide if your primary Payment Method is declined. Promotional or discounted rates offered at sign-up or by promotion code apply only for the promotional period stated when the promotion is presented; thereafter, Fees automatically revert to the then-current standard rates stated at sign-up, without further notice beyond the disclosure made at the point of consent. Promotions do not shorten or otherwise modify Seat Commitments unless expressly stated.

(b) Seats Follow the Roster: Automatic Adjustment; Per-Seat Commitments. Pricing is per Officer per month, at the MLO or LOA seat rate applicable to each Officer’s role as designated on the Roster. Your seat count at all times equals the number of Officers on your Roster. WHEN YOU ADD OFFICERS TO THE ROSTER, YOUR RECURRING CHARGES INCREASE AUTOMATICALLY AT THE THEN-CURRENT PER-OFFICER RATE FOR YOUR PLAN, PRORATED FROM THE DATE THE OFFICER IS ADDED, WITHOUT FURTHER ACTION OR SEPARATE CONFIRMATION. EACH SEAT CARRIES ITS OWN TWELVE (12) MONTH MINIMUM COMMITMENT BEGINNING ON THE DATE THE OFFICER IS ADDED (EACH, A "SEAT COMMITMENT"). If you remove an Officer from the Roster, monitoring for that Officer stops, and you may substitute a replacement Officer into that seat at no additional charge for the remainder of the applicable Seat Commitment; if no substitute is designated, the per-Officer Fee for that seat remains payable for the remainder of its Seat Commitment. After a seat completes its Seat Commitment, that seat continues month to month and may be removed effective at the end of any billing period, with charges decreasing accordingly; no credits or refunds are issued for the current period. Where your plan includes a stated number of MLO seats in a bundled monthly charge, the bundled charge carries a single twelve (12) month commitment beginning on the Activation Date, and only Officers beyond the included number carry individual Seat Commitments under this Section. The Service displays your current seat count and monthly total, and each invoice or billing statement will reflect the Roster and active Seat Commitments as of the billing date.

(c) Term; Minimum Commitment; Automatic Continuation. Your subscription begins on the Activation Date and continues for so long as any Seat Commitment remains in effect, and thereafter month to month (the initial twelve (12) months following the Activation Date, the "Initial Term"). YOUR SUBSCRIPTION AUTOMATICALLY CONTINUES, AND YOUR PAYMENT METHOD CONTINUES TO BE CHARGED AT YOUR PLAN RATE FOR ALL ACTIVE SEATS, UNTIL YOU CANCEL. You may cancel through your account settings or by written notice to info@EASEca.com; cancellation is effective at the end of the current billing period, PROVIDED THAT cancellation does not relieve you of Fees for the unexpired portion of all then-active Seat Commitments, which remain payable (at your election, as continued monthly billing through the end of each Seat Commitment or as a lump sum) and are non-cancelable and non-refundable except as expressly stated in this Agreement or required by law. For clarity: each seat you add, whenever added, is a twelve (12) month commitment for that seat, so adding Officers mid-term extends your payment obligation for those seats even if you later remove them or cancel. Plan availability may be conditioned on team size as stated at sign-up (with unlicensed personnel counted as one-half for this purpose). If your Roster grows beyond your plan’s stated limit, you will be prompted to select an eligible plan; your existing Seat Commitments and any bundle commitment continue at their committed rates for the remainder of their respective terms, Officers added after the change bill at the new plan’s rates, and the new plan’s review cadence applies prospectively.

(d) Company Monitoring; Trade Names. The company monitoring fee is billed monthly alongside seat fees and includes monitoring of your company website, delivery of the company-level Report, and verification of up to four (4) monitored names (trade names, DBAs, team names, or branch names) against NMLS and state registration records at the cadence applicable to your plan. Each additional trade name, DBA, team name, or branch name you use or ask Provider to monitor is billed at the single per-name rate presented at sign-up, which applies on all plans, with verification of each monitored name at the cadence applicable to your plan. Trade-name charges adjust automatically as names are added to or removed from monitoring, in the same manner as seat adjustments under Section 5(b), except that trade names carry no minimum commitment and may be removed effective at the end of any billing period.

(e) One-Time Audits. One-time audits are a single, point-in-time examination of the Roster you submit at purchase, covering the lookback period stated at purchase, and include one verification sweep of all of your monitored names (trade names, DBAs, team names, and branch names) against NMLS and state registration records at no additional per-name charge. One-time audits do not include ongoing monitoring, re-scans, or updates; findings speak as of the review date. Audit Fees are billed at the stated per-Officer rate, SUBJECT TO THE STATED PROJECT MINIMUM (IF YOUR PER-OFFICER TOTAL IS LESS THAN THE MINIMUM, THE MINIMUM APPLIES) and are due in full in advance. Audit Fees are refundable until Provider begins the examination; once work begins, they are non-refundable. Officers may not be added to an audit after purchase; additional Officers require a separate audit or a subscription. One-time audits are one-time purchases: they do not auto-renew and carry no Seat Commitments. If you subscribe to monitoring within sixty (60) days after purchasing an audit, one hundred percent (100%) of the audit price will be applied as a credit against your monitoring Fees as they accrue; the credit has no cash value, is non-transferable, may not be redeemed for a refund, and expires to the extent unused twelve (12) months after issuance.

(f) Fee Changes. Provider may change per-Officer, company monitoring, and trade-name rates upon at least thirty (30) days’ notice. Changes take effect no earlier than the end of your Initial Term (or, thereafter, at the start of the next monthly period). If you do not cancel before the change takes effect, you are deemed to have accepted the changed rates.

(g) Late Payment; Suspension; Collection Costs. Overdue amounts accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less. Provider may suspend monitoring and Report delivery for accounts more than fifteen (15) days overdue; Fees continue to accrue during any suspension for nonpayment or breach. You are responsible for Provider’s costs of collection, including reasonable attorneys’ fees and court costs. Provider is not required to provide new or additional services (including seat additions or plan changes) while balances are outstanding.

(h) Taxes. Fees are exclusive of sales, use, value-added, and similar taxes, which are your responsibility (excluding taxes on Provider’s income). If you claim exemption, you will provide valid exemption certificates.

6. Nature of the Service; Not Legal Advice; No Guarantee

(a) Compliance Support Tool Only. The Service identifies potential marketing compliance issues against a rulebook curated by Provider and confirmed by Advisors. THE SERVICE AND REPORTS ARE INFORMATIONAL COMPLIANCE-SUPPORT TOOLS ONLY. PROVIDER IS NOT A LAW FIRM; THE SERVICE AND REPORTS DO NOT CONSTITUTE LEGAL ADVICE OR A LEGAL OPINION; THE SERVICE DOES NOT CONSTITUTE, AND SHALL NOT BE DEEMED TO SATISFY, A COMPLIANCE MANAGEMENT SYSTEM OR ANY SUPERVISORY, MONITORING, OR RECORD-RETENTION OBLIGATION UNDER ANY REGULATOR’S EXPECTATIONS; AND NO ATTORNEY-CLIENT RELATIONSHIP IS CREATED BETWEEN YOU (OR ANY OFFICER) AND PROVIDER, EASE COMPLIANCE ADVISORS, OR ANY ADVISOR. Consult your own counsel regarding legal questions.

(b) No Guarantee of Outcomes. Provider does not represent or warrant that the Service will identify every compliance issue, that content not flagged is compliant, or that use of the Service will prevent regulatory findings, examinations, enforcement actions, or penalties. You remain solely responsible for your and your Officers’ compliance with applicable law and for decisions made based on Reports.

(c) Coverage; Dependencies. Rulebooks, jurisdictions, scan frequency, and platforms monitored are as described in the Documentation for your plan and may be updated as laws and platforms change. Your receipt of the Service depends on your own internet access, devices, and email systems, which are your responsibility.

7. Customer Data; Security; Service Generated Data; Feedback

(a) Ownership; License. You retain all right, title, and interest in Customer Data. You grant Provider a non-exclusive, worldwide, royalty-free license to use, copy, store, transmit, process, and display Customer Data as necessary to provide, maintain, secure, and improve the Service and as otherwise described in the Privacy Policy.

(b) Security; Breach Notice. Provider will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data against unauthorized access or disclosure, and will notify you without undue delay if Provider becomes aware of unauthorized access to or disclosure of Customer Data.

(c) Subprocessors. You authorize Provider to use affiliates, contractors, service providers, and subprocessors (including hosting, payment, and communications providers, and EASE Compliance Advisors) in the delivery of the Service, provided Provider remains responsible for their performance and binds them to obligations consistent with this Section.

(d) Captured Public Content. Provider may retain captured public content, screenshots, and analysis as part of its records and to support Reports, including for archival, evidentiary, and product-improvement purposes.

(e) Service Generated Data; Aggregated Data; AI. Provider owns Service Generated Data and may use data regarding use of the Service and findings in aggregated, de-identified form that does not identify Customer or any individual, for benchmarking, rulebook development, and other business purposes. Provider does not use Customer Data to train generalized third-party artificial intelligence models, and any use of automated analysis within the Service remains subject to Advisor confirmation as described in the Documentation.

(f) Feedback. Provider may freely use suggestions, ideas, and feedback you provide, without restriction or compensation.

(g) Data Retention, Export, and Deletion. Provider preserves captured evidence exhibits (captured public content, screenshots, and related analysis supporting Reports) in write-once storage for five (5) years from the date of capture, including following termination of this Agreement. For thirty (30) days following termination, Provider will, upon written request, make your Reports and Roster available for export in a commonly used format. Thereafter, Provider may delete other Customer Data, subject to the retention commitment stated in this Section, routine backups, and legal retention obligations.

8. Privacy; Data Processing

Provider’s collection and use of personal information is described in the Audit Hound Privacy Policy at https://audit-hound.ai/legal/privacy, incorporated by reference. To the extent Provider processes personal information of Officers on your behalf, Provider acts as your service provider/processor and will process such information only for the purposes described in this Agreement and the Documentation. The parties will execute Provider’s standard Data Processing Addendum upon request. You are responsible for directing your Officers to the Privacy Policy and User Terms.

9. Intellectual Property; Trade Secrets

(a) Provider Ownership. The Provider Materials and all intellectual property rights therein are and remain the exclusive property of Provider or its licensors. Except for the limited rights expressly granted in Section 2, no rights are granted by implication, estoppel, or otherwise, and Provider reserves all rights not expressly granted. Nothing in this Agreement is or shall be deemed a "work made for hire," and no license is granted to any source code. The Service may include third-party or open-source components licensed under their own terms.

(b) Trade Secret Designation. You acknowledge that Provider’s rulebooks, rule curation and prioritization, hot-button weighting, examination and scoring logic, Report structures and templates, and related methodologies constitute valuable trade secrets and Confidential Information of Provider, whether or not marked, developed through substantial investment and Provider’s participation in live regulatory examinations. Your confidentiality obligations with respect to Provider trade secrets survive indefinitely for so long as the information remains a trade secret under applicable law.

(c) Reports. Subject to your compliance with this Agreement, you own the findings content of your Reports as Customer Data, but the underlying formats, templates, citation mapping, methodology, and structure embodied in Reports remain Provider Materials. You may not use Reports as a template or source to build, or assist any third party in building, a monitoring program, rulebook, or product or service that competes with the Service.

(d) Marks; Publicity. AUDIT HOUND and related marks are Provider trademarks. You grant Provider the right to identify you as a customer and use your name and logo in customer lists and marketing materials; case studies and testimonials require your prior written approval. You may revoke the logo right by written notice.

10. Confidentiality

(a) Obligations. Each party will protect the other party’s Confidential Information with at least reasonable care, use it only to perform under this Agreement, and not disclose it except to personnel, affiliates, and advisors with a need to know who are bound by comparable confidentiality obligations. "Confidential Information" includes the contents of Reports (as to both parties), your Roster, the Provider Materials described in Section 9(b), and non-public business and technical information; it excludes information that is or becomes public without breach, was known without restriction, is independently developed, or is rightfully received from a third party. Obligations continue for five (5) years after termination, and indefinitely for trade secrets as stated in Section 9(b). Nothing in this Section limits your sharing of Reports as permitted under Section 2(b).

(b) Compelled Disclosure. If either party is required by law, regulation, subpoena, or regulatory or examination request to disclose the other party’s Confidential Information, it may do so, provided that (unless prohibited by law or the terms of the request) it first gives the other party prompt written notice and reasonable cooperation, at the other party’s expense, to seek confidential treatment or a protective order, and discloses only what is required.

11. Warranty Disclaimer

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE AND REPORTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER AND ITS SUPPLIERS, LICENSORS, AND ADVISORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND COMPLETENESS, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. PROVIDER DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT THE SERVICE WILL IDENTIFY ALL COMPLIANCE ISSUES OR PREVENT ANY REGULATORY ACTION.

12. Third-Party Platforms and Integrations

The Service monitors and depends on third-party websites, social media platforms, registries, and data sources (including NMLS Consumer Access) that Provider does not control. Provider is not responsible for, and disclaims all liability arising from, the acts, omissions, availability, accuracy, or policies of such third parties, including platform or API changes, rate limits, content removal, or access restrictions that affect monitoring coverage, and does not guarantee continued interoperation with any third-party platform. Any third-party products or integrations you elect to use with the Service are governed by your agreement with the applicable third party.

13. Indemnification

(a) By Customer. You will defend, indemnify, and hold harmless Provider, EASE Compliance Advisors, and their respective affiliates, officers, directors, employees, Advisors, and agents from and against third-party claims, damages, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) Customer Data or your Roster submissions (including any failure to provide required notices to or obtain required consents from Officers); (ii) your or your Officers’ marketing content or compliance with applicable law; (iii) your use of Reports or decisions based on them; or (iv) your or your Officers’ breach of this Agreement or the User Terms.

(b) By Provider. Provider will defend you against any third-party claim alleging that the Service, as provided by Provider and used in accordance with this Agreement, infringes a U.S. patent, copyright, or trademark, or misappropriates a trade secret, and will pay damages finally awarded (or agreed in settlement). If such a claim arises or is likely, Provider may procure the right to continue the Service, modify or replace it, or terminate the affected subscription and refund prepaid, unused Fees. This Section states Provider’s entire liability, and your exclusive remedy, for infringement claims, and does not apply to claims arising from Customer Data, combinations with items not provided by Provider, or use in violation of this Agreement.

(c) Procedure. The indemnified party must give prompt written notice, grant sole control of defense and settlement (any settlement must fully release the indemnified party without admission of fault), and reasonably cooperate at the indemnifying party’s expense.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA, USE, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B) PROVIDER IS NOT LIABLE FOR ANY REGULATORY FINDING, EXAMINATION RESULT, ENFORCEMENT ACTION, FINE, OR PENALTY IMPOSED ON CUSTOMER OR ANY OFFICER, FOR COSTS OF SUBSTITUTE SERVICES, FOR SUSPENSION OR TERMINATION OF THE SERVICE IN ACCORDANCE WITH THIS AGREEMENT, OR FOR FAILURES OF THIRD-PARTY PLATFORMS OR YOUR INTERNET OR SYSTEMS; AND (C) PROVIDER’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE WILL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS DO NOT APPLY TO CUSTOMER’S PAYMENT OBLIGATIONS, EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, OR LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, AND REFLECT A REASONABLE ALLOCATION OF RISK THAT IS AN ESSENTIAL BASIS OF THE BARGAIN.

15. Restrictions on Use

You may not, and may not permit any Officer or third party to: (a) reverse engineer, decompile, or otherwise attempt to derive source code, models, rulebooks, weighting, or methodologies from the Service or Reports; (b) copy, modify, or create derivative works from the Provider Materials; (c) resell, sublicense, or provide the Service or Reports to third parties on a commercial or service-bureau basis; (d) access or use the Service or Reports to build, train, improve, or benchmark a product or service that competes with the Service, or copy its features, functions, or report formats; (e) systematically extract, scrape, harvest, download, or compile rules, citations, findings logic, report templates, or other Provider Materials, whether manually or by automated means; (f) disclose Service features, structure, output, or pricing to a Provider competitor; (g) interfere with or disrupt the Service; (h) attempt unauthorized access or circumvent usage or security controls; (i) submit unlawful content or another company’s officers without authority; or (j) use the Service in violation of applicable law. PROVIDER MAY INVESTIGATE SUSPECTED VIOLATIONS AND MAY TAKE ANY REASONABLE ENFORCEMENT ACTION IN ITS DISCRETION, INCLUDING WARNINGS, SUSPENSION, OR TERMINATION. You acknowledge that any violation of clauses (a) through (f) will cause Provider irreparable harm for which monetary damages are inadequate, entitling Provider to injunctive relief without bond, in addition to all other remedies, and that Provider may recover its reasonable attorneys’ fees incurred enforcing this Section.

16. Term; Termination; Effect

(a) Term. This Agreement begins on the Effective Date and continues until all subscriptions expire or are terminated as provided herein.

(b) Termination for Cause. Either party may terminate if the other party fails to cure a material breach within fifteen (15) days after written notice (nonpayment is a material breach). Provider may suspend or terminate immediately upon notice for violations of Section 3 or 15 or misuse of Provider Materials, and may retain amounts previously paid.

(c) Termination by Provider for Convenience. Provider may terminate upon thirty (30) days’ notice, in which case Provider will refund prepaid, unused Fees and, if termination occurs during the Initial Term, the Initial Term commitment is waived for the terminated portion.

(d) Effect; Survival. Upon termination, your access ends and you must cease use of the Service. You retain the right to use Reports already delivered for your internal compliance records, subject to Sections 2(b) and 9(c). Sections 1, 3, 6, 7(d) through (g), and 9 through 19 survive termination, together with accrued payment obligations. Data export is governed by Section 7(g).

17. Modifications; Beta Features

(a) Service. Provider may modify or improve the Service, provided it will not materially reduce the core monitoring and reporting functionality of your plan during a paid period.

(b) Agreement and Policies. Provider may update this Agreement, the User Terms, the Documentation, and its policies by posting revised versions at https://audit-hound.ai/legal/terms and giving at least thirty (30) days’ notice of material changes to this Agreement (by email or in-Service notice). Material changes take effect no earlier than the end of your Initial Term (or, thereafter, at the start of the next monthly period). If you do not agree, your remedy is to cancel before the change takes effect; continued use after the effective date constitutes acceptance.

(c) Beta Features. Provider may offer preview, pilot, or beta features identified as such. Beta features are provided "AS IS," may be modified or discontinued at any time, are excluded from any service commitments and (unless stated otherwise) from Advisor confirmation, and are used at your option and risk.

18. Dispute Resolution

(a) Informal Resolution First. Before filing any claim (other than a claim for injunctive relief under Section 15), the complaining party will give the other party written notice describing the dispute, and the parties will attempt in good faith to resolve it through negotiation between authorized representatives for sixty (60) days. Compliance with this Section is a condition precedent to commencing any proceeding.

(b) Limitations Period. To the maximum extent permitted by law, any claim arising out of or relating to this Agreement or the Service must be filed within one (1) year after the claim accrued, or it is permanently barred.

19. General

(a) Governing Law; Venue. This Agreement and all claims arising from it are governed by the laws of the State of Michigan, without regard to conflicts principles. Subject to Section 18, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in Oakland County, Michigan, except that either party may seek injunctive relief in any court of competent jurisdiction.

(b) Assignment. You may not assign this Agreement without Provider’s prior written consent, except to a successor in a merger, acquisition, or sale of substantially all assets with notice to Provider (Fees for Officers added through such a transaction adjust automatically under Section 5(b)); any assignee must satisfy Section 3(a). Provider may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of assets.

(c) Force Majeure. Provider is not liable for failures or delays caused by events beyond its reasonable control, including platform or API changes by third-party social networks, internet failures, denial-of-service attacks, acts of God, epidemic, war, labor disputes, or governmental action.

(d) Notices. Provider may give notice by email to the addresses associated with your account, by in-Service notice, or by posting. You are responsible for keeping your notice email current; notice to your then-current email is effective when sent. You may give notice to Provider at info@EASEca.com or by mail to the address above.

(e) Export; Sanctions. You represent that neither you nor your Officers are located in an embargoed jurisdiction or identified on any U.S. government restricted-party list, and you will not use or export the Service in violation of U.S. export control or sanctions laws.

(f) Independent Contractors; Third-Party Beneficiaries. The parties are independent contractors. EASE Compliance Advisors and Advisors are intended beneficiaries of Sections 6, 11, 13(a), and 14; this Agreement confers no other enforceable rights or remedies on any other person, including Officers and consumers.

(g) Severability; Waiver; Interpretation. Unenforceable provisions will be modified to the minimum extent necessary and the remainder enforced. No waiver is effective unless in writing. Headings are for convenience only; "including" means "including without limitation."

(h) Entire Agreement; Order of Precedence; Customer Forms Rejected. This Agreement, the User Terms, the Privacy Policy, any Data Processing Addendum, the Documentation, and the plan and pricing terms presented at sign-up constitute the entire agreement regarding the Service and supersede all prior or contemporaneous agreements and communications on the subject. In the event of a conflict: (1) the pricing and plan terms presented at sign-up control as to Fees and plan scope; then (2) this Agreement; then (3) the User Terms; then (4) the Documentation and policies. PROVIDER EXPRESSLY OBJECTS TO AND REJECTS ANY DIFFERENT OR ADDITIONAL TERMS PROPOSED BY CUSTOMER, INCLUDING TERMS IN ANY PURCHASE ORDER, VENDOR FORM, RFP, INVOICE PROCESS, OR EMAIL, AND NO SUCH TERMS ARE BINDING ON PROVIDER UNLESS EXPRESSLY AGREED IN A WRITING SIGNED BY PROVIDER.