Title Processing Services Agreement

1. What this agreement covers

RELS provides back-office title processing and closing support for Client's Tennessee real estate transactions. Client chooses which files and which stages to send. This agreement covers every file or stage Client sends RELS while it is in effect, including any free trial file.

2. Services

2.1 Services menu. Client may request any of the following, per file or per stage (the "Services"):

• Order opening and intake
• Title search ordering and exam coordination with Client's abstractors and examiners
• Commitment preparation, typed from the search and exam of Client's examiner, for Client's review and issuance
• Payoff, HOA/estoppel, municipal lien and tax certificate requests, and curative document requests as Client directs
• Closing protection letter (CPL) request preparation, for Client to issue through its underwriter
• Survey and inspection coordination
• Lender and real estate agent communication on Client's behalf, as Client directs
• Settlement statement preparation and Closing Disclosure balancing
• Closing scheduling and closing package preparation
• Post-closing: recording submission, policy issuance package preparation, release tracking and trailing documents

2.2 How work is done. Where possible, RELS works inside Client's production software and systems, under Client's name and to Client's written standards, instructions and templates (the "Playbook"). Parker Agee reviews each file's work product before RELS returns it to Client.

2.3 Business hours. RELS's business hours are Monday through Friday, 8:00 a.m. to 5:00 p.m. Central Time, excluding federal holidays. Files and requests received outside business hours are treated as received at the start of the next business day.

2.4 No turnaround commitment. RELS will use commercially reasonable efforts to complete the Services promptly and in the order Client prioritizes. RELS does not guarantee any turnaround time, delivery time or closing date. Any time estimate RELS gives, in the Playbook or otherwise, is a good-faith estimate only and is not a promise or a condition of this agreement. RELS is not responsible for delays caused by third parties (including lenders, HOAs, abstractors, examiners, payoff departments, county Registers of Deeds and e-recording vendors) or by missing, late or inaccurate information from Client.

2.5 Rush requests. Client may mark a file as a rush. RELS will give rush files priority over non-rush work, but a rush request is still not a guarantee of any completion time.

3. What RELS does not do (scope limits)

Client understands and agrees that RELS provides administrative and clerical processing support only, and that:

a. RELS is not a lender, mortgage broker, mortgage loan originator or loan servicer. RELS does not make, fund, arrange, broker, negotiate, offer or service residential or commercial mortgage loans; does not take or help complete loan applications; does not offer or negotiate loan terms; and does not collect, receive or apply loan payments. RELS does not hold itself out as engaging in any activity that requires a license or registration under the Tennessee Residential Lending, Brokerage and Servicing Act (T.C.A. Title 45, Chapter 13) or the federal S.A.F.E. Act. "Real Estate Loan Services" is a trade name honoring a family business. It does not describe lending.

b. RELS does not issue title insurance and is not a title insurer, underwriter, title insurance agent or title agency. RELS does not solicit, negotiate, sell, bind or issue title insurance; does not determine insurability or decide what coverage, exceptions or requirements a commitment or policy will contain; does not countersign; and does not collect, hold or remit premiums. Client issues all commitments, CPLs, policies and endorsements in its own name through its own underwriter, under its own license (including under T.C.A. Title 56, Chapter 35), and is solely responsible for premium remittance.

c. RELS does not give legal advice and is not a law firm. RELS does not examine or give opinions on title, choose curative strategy, decide vesting, legal descriptions, exceptions or document forms, or advise any party on legal rights or obligations. Any deed, affidavit or other legal instrument RELS works on is limited to filling in a form or template that Client or Client's attorney has selected and approved, using information and instructions Client provides. Each such instrument must be reviewed and approved by Client's licensed Tennessee attorney before it is signed, delivered or recorded, and its "prepared by" line will name Client's attorney (or Client, as Client's attorney directs), never RELS. RELS will refer any question that calls for legal judgment to Client. Nothing in this agreement authorizes RELS to engage in the practice of law or law business as defined in T.C.A. § 23-3-101.

d. RELS is not an escrow, closing or settlement agent. RELS never receives, holds, initiates, approves or releases escrow funds, wires or disbursements, and never gives, confirms or changes wire instructions for anyone. Client controls all funds and verifies all wire instructions.

e. RELS does not sign, notarize, issue or record documents in its own name, or for Client, unless Client authorizes it in writing for a specific task (for example, submitting a recording package through Client's own e-recording account). Any such authority is limited to the task described and ends when Client revokes it or this agreement ends.

f. All work product is a draft for Client's review. Everything RELS prepares is prepared for review. Client's licensed agent or attorney makes all final determinations, and signs and issues every commitment, policy, settlement statement, closing document and recording.

g. No referral fees. RELS does not give or accept any fee, kickback or thing of value for the referral of settlement service business, and its fees are paid only for Services actually performed (12 U.S.C. § 2607).

4. Client responsibilities

Client will:

a. keep final responsibility for reviewing, approving, signing, issuing and closing every file, including every commitment, CPL, settlement statement, closing package, recording and policy, and for compliance with laws, underwriter requirements and lender instructions that apply to Client;

b. provide complete and accurate information, documents, templates and instructions, and answer RELS's questions in a timely way;

c. provide and manage any access it gives RELS to its systems (named user accounts with multi-factor authentication where available) and remove that access when it is no longer needed;

d. keep its own licenses, underwriter agency agreements, escrow accounts and insurance in force; and

e. tell RELS promptly about any error it finds in RELS's work product.

5. Confidentiality and protection of nonpublic personal information (NPI)

5.1 Confidential Information means all non-public information either party shares under this agreement, including file documents, customer information, pricing, procedures and system access. It does not include information that is or becomes public through no fault of the recipient, was already known to the recipient without a duty of confidentiality, is independently developed without use of the other party's information, or is lawfully received from a third party without restriction. These exceptions never apply to NPI.

5.2 NPI. Files may contain "nonpublic personal information" as defined by the Gramm-Leach-Bliley Act (15 U.S.C. § 6801 et seq.) and its implementing rules ("NPI"). RELS will:

a. use and disclose NPI only to perform the Services for Client and as permitted by 15 U.S.C. § 6802(e) and its implementing rules, and never sell, rent or share it for any other purpose;

b. maintain a written information security program with administrative, technical and physical safeguards appropriate to RELS's size and the sensitivity of the information, designed to meet the standards of the FTC Safeguards Rule (16 C.F.R. Part 314) for service providers, including: - access limited to the work on Client's files, with Parker Agee's review of each file, - multi-factor authentication and strong, unique passwords on systems that hold NPI, - encryption of NPI in transit and at rest where reasonably feasible, and no NPI sent by unencrypted email attachment or text message, - working inside Client's systems where possible, - full-disk encryption and current security updates on devices used for Client work, and - secure disposal of NPI;

c. use only technology and cloud service providers (for example, email, document storage, software and data-processing tools) that are bound by written confidentiality and security terms reasonably consistent with this Section 5, and stay responsible for their handling of NPI. RELS will not engage any person or firm other than such technology providers to perform Services on Client's files without Client's prior written consent;

d. notify Client without unreasonable delay, and in any event within 72 hours, after discovering any actual or reasonably suspected unauthorized access to or acquisition of Client NPI; cooperate with Client's investigation; and support Client's own notification obligations, including under T.C.A. § 47-18-2107 where applicable;

e. support Client's vendor-management and ALTA Best Practices program by answering reasonable security questionnaires. RELS describes its process as aligned with ALTA Best Practices but is not certified or assessed under them; and

f. when this agreement ends, or earlier if Client asks, return or securely destroy Client's Confidential Information and NPI, except copies RELS must keep by law or that remain in routine backups, which stay protected under this Section until destroyed.

5.3 Client's obligations. Client will keep RELS's pricing, procedures, templates and other Confidential Information confidential and use it only in connection with this agreement.

5.4 Duration. These obligations last for the term of this agreement and for three (3) years after it ends, and for NPI and trade secrets, for as long as the receiving party holds them (and, for trade secrets, as long as they remain trade secrets under the Tennessee Uniform Trade Secrets Act).

6. Fees and payment

6.1 Fees. Client will pay the per-file and per-stage fees in the pricing schedule attached as Exhibit A, or in a written quote from RELS that references this agreement. There are no retainers, seat fees or minimum volumes unless stated in writing.

6.2 Free trial. One free trial file (or one stage of a file) is provided at no charge. It is otherwise fully subject to this agreement, including Sections 3, 4, 5 and 8.

6.3 When fees are earned. A per-stage fee is earned when RELS delivers that stage's work product to Client. A full-file fee is earned when the file closes or when RELS delivers the post-closing work, whichever comes first. If a file is cancelled before it closes, Client pays the per-stage fees for stages already delivered, up to the full-file fee for that transaction type.

6.4 Invoicing and payment. RELS invoices monthly, in arrears, for fees earned in the prior month. Payment is due within fifteen (15) days of the invoice date (net 15) by ACH or check. Balances not paid when due accrue a late charge of 1% per month, or the maximum rate allowed by Tennessee law if lower. Client must raise any good-faith dispute in writing within fifteen (15) days of the invoice date and pay the undisputed amount on time. RELS may pause work on new files while any undisputed amount is more than thirty (30) days past due.

6.5 Third-party costs. Recording fees, transfer and mortgage taxes, search fees, payoff and HOA fees, and other third-party charges are Client's (or the transaction's) costs and are paid by Client directly. RELS does not advance or hold these funds.

6.6 Price changes take effect thirty (30) days after RELS gives written notice and apply only to files sent after that date.

7. Term and termination

7.1 This agreement starts on the Effective Date and continues until ended. No long-term commitment: either party may end it for any reason with fifteen (15) days' written notice.

7.2 Either party may end it immediately by written notice if the other party materially breaches it (including any breach of Section 5) and does not cure the breach within ten (10) days after written notice, where cure is possible.

7.3 When this agreement ends, RELS will finish or hand back files in progress as Client directs, and Client will pay for work performed through the end date. Sections 3, 5, 6 (for amounts owed), 8, 9 and 11 survive.

8. Warranties, liability and indemnity

8.1 Work standard and error correction. RELS will perform the Services in a professional and workmanlike manner consistent with the Playbook. If Client notifies RELS of an error in RELS's work product within thirty (30) days after delivery, RELS will correct it at no charge. Correction of the work product, or at Client's option a refund of the fees paid for the affected stage, is Client's primary remedy for errors.

8.2 No other warranties. Except as stated in Section 8.1, the Services are provided without other warranties, express or implied, including any implied warranty of merchantability or fitness for a particular purpose. RELS does not guarantee title, insurability, turnaround, closing dates or any transaction outcome.

8.3 Client's review is the final control. Because Client reviews, approves and issues all work product and controls all funds, Client agrees that its review is the final control on each file, and that RELS is not responsible for any loss that Client's review of the work product would reasonably have caught.

8.4 Liability cap. Except for (a) Client's obligation to pay fees, (b) a party's indemnity obligations under Section 8.6, and (c) liability arising from a party's fraud, gross negligence or willful misconduct, each party's total liability arising out of or relating to this agreement, on any theory, is limited to the total fees Client paid RELS under this agreement during the twelve (12) months before the event giving rise to the claim.

8.5 No indirect damages. Except for liability described in clauses (b) and (c) of Section 8.4, neither party is liable for lost profits or for indirect, incidental, special, consequential or punitive damages, even if advised they were possible.

8.6 Indemnity.

a. RELS will defend and indemnify Client against third-party claims to the extent caused by RELS's breach of Section 5, or by RELS's gross negligence or willful misconduct.

b. Client will defend and indemnify RELS against third-party claims arising from Client's issuance of commitments, policies or CPLs; Client's closing, escrow and handling of funds or wire instructions; Client's (or its attorney's) title, legal and document decisions; inaccurate or incomplete information Client provided; or Client's breach of this agreement.

c. The indemnified party will give prompt notice of the claim, reasonable cooperation, and control of the defense to the indemnifying party, and will not settle the claim without the indemnifying party's written consent.

9. Insurance

Each party is responsible for its own insurance. Client will maintain the errors and omissions and other coverage required by its license, its underwriter and its lenders. RELS may maintain professional liability or cyber liability insurance but is not required to do so by this agreement, and nothing in this agreement represents that any particular coverage is in force. On request, RELS will tell Client what coverage, if any, it currently maintains.

10. Independent contractor

RELS is an independent contractor. Nothing in this agreement creates an employment, partnership, joint venture or general agency relationship. RELS's authority to communicate with third parties on Client's behalf is limited to what Client directs in writing (including in the Playbook), and RELS will not represent itself to any third party as Client's title agent or attorney.

11. General terms

11.1 Governing law. This agreement is governed by the laws of the State of Tennessee, without regard to its conflict-of-law rules.

11.2 Disputes and venue. Before filing suit (other than for injunctive relief or collection of undisputed fees), the parties will try in good faith to resolve any dispute through direct discussion for at least thirty (30) days after written notice of the dispute. Any lawsuit must be brought exclusively in the state courts located in Tipton County, Tennessee, or in the United States District Court for the Western District of Tennessee, and each party consents to those courts' jurisdiction.

11.3 Notices must be in writing and sent to the addresses above, or by email for routine notices (RELS: hello@realestateloanservices.com; Client: the email in its signature block or order form). Notices of breach, termination or a security incident should be sent by email and confirmed by mail or courier.

11.4 Assignment. Neither party may assign this agreement without the other's written consent, except to a successor to substantially all of its business that agrees in writing to be bound.

11.5 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages of Client systems, county Registers of Deeds, e-recording vendors, internet or utility services, severe weather or natural disasters. This does not excuse payment obligations.

11.6 Compliance. Each party will comply with the laws that apply to it, including privacy, data security, anti-fraud and real estate settlement laws.

11.7 Entire agreement; order of precedence; amendments. This agreement (with its exhibits, any signed order form or quote, and any signed nondisclosure agreement between the parties) is the entire agreement on its subject. If a signed nondisclosure agreement conflicts with Section 5 for work performed under this agreement, Section 5 controls. Changes must be in writing and signed by both parties. No purchase order or Client form terms modify this agreement unless signed by RELS.

11.8 Severability; waiver. If any part of this agreement is held unenforceable, it will be enforced to the maximum extent allowed and the rest stays in effect. A failure to enforce a term is not a waiver of it.

11.9 Electronic signatures and counterparts. This agreement may be signed electronically under the Tennessee Uniform Electronic Transactions Act (T.C.A. § 47-10-101 et seq.) and in counterparts, each of which is an original.

Exhibit A: Pricing schedule

Per-file and per-stage pricing, volume discounts and the free trial file are set out in RELS's written quote, which is attached as Exhibit A when the agreement is signed. Request pricing.