You must be at least 18 years of age and have the legal authority to enter into binding contracts to use this Platform. By using the Platform, you represent and warrant that you meet these requirements.

To access the Platform, you must create an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Maintain the security and confidentiality of your login credentials
• Notify us immediately of any unauthorized access or security breach
• Accept responsibility for all activities that occur under your account

We reserve the right to suspend or terminate your account at any time, with or without notice, for violation of these Terms or for any other reason at our sole discretion.

The Platform is provided on a subscription basis. Subscription plans, pricing, and features are subject to change at any time. Current pricing is available on our website.

You agree to pay all fees associated with your selected subscription plan. All fees are non-refundable except as expressly provided in these Terms. Payments are due in advance according to your billing cycle.

Your subscription will automatically renew at the end of each billing period unless you cancel before the renewal date. You authorize us to charge your designated payment method for renewal fees.

We may suspend or terminate your access to the Platform if payment is not received within the specified timeframe. You remain responsible for all outstanding fees.

We reserve the right to change our pricing at any time. Price changes will take effect at the start of your next billing cycle following notice of the change.

THE PLATFORM IS A SOFTWARE TOOL ONLY. WE DO NOT PROVIDE LEGAL, TAX, ACCOUNTING, FINANCIAL, OR PROFESSIONAL ADVICE OF ANY KIND. Nothing on the Platform should be construed as professional advice or as a substitute for consultation with qualified professionals.

WE DO NOT ACT AS A QUALIFIED INTERMEDIARY AND DO NOT FACILITATE, CONDUCT, OR PARTICIPATE IN IRC SECTION 1031 EXCHANGES. We do not hold funds, execute exchange documents, or perform any QI functions. You are solely responsible for engaging qualified professionals to conduct your exchanges.

While the Platform may include features designed to assist with regulatory compliance, WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING COMPLIANCE WITH IRC SECTION 1031, TREASURY REGULATIONS, STATE LAWS, OR ANY OTHER LEGAL REQUIREMENTS. You are solely responsible for ensuring compliance with all applicable laws and regulations.

We do not verify, validate, or confirm the accuracy of any data, documents, or information entered into or stored on the Platform. You are solely responsible for the accuracy and completeness of all information.

You may use the Platform only for lawful purposes and in accordance with these Terms. You agree to use the Platform in a professional manner consistent with your role as a Qualified Intermediary.

You agree not to:

• Violate any applicable laws, regulations, or third-party rights
• Upload or transmit viruses, malware, or malicious code
• Attempt to gain unauthorized access to the Platform or related systems
• Reverse engineer, decompile, or disassemble any portion of the Platform
• Remove or modify any proprietary notices or labels
• Use the Platform to transmit spam or unsolicited communications
• Interfere with or disrupt the Platform or servers
• Use automated systems (bots, scrapers) without written permission
• Sublicense, resell, or redistribute access to the Platform
• Use the Platform in any way that could damage our reputation
• Store or process data in violation of applicable privacy laws
• Impersonate any person or entity or misrepresent your affiliation

You expressly agree that you will not, and will not permit any third party to:

• Use the Platform, or any information, features, functionality, or insights gained from the Platform, to develop, enhance, or assist in the development of any product or service that competes with the Platform
• Access the Platform for the purpose of monitoring its availability, performance, functionality, or features for competitive purposes or to build a competitive product
• Use the Platform for competitive analysis, benchmarking against competing products, or reverse engineering for competitive purposes
• Grant access to the Platform to any competitor, consultant working for a competitor, or any person or entity developing competing CRM, workflow management, or software products for Qualified Intermediaries or the 1031 exchange industry
• Share screenshots, documentation, feature descriptions, or other non-public information about the Platform with competitors or for competitive purposes
• Copy, imitate, or replicate the Platform's features, functionality, user interface, workflows, or design elements in any competing product

For purposes of this section, a "competing product" means any software, platform, application, or service that provides CRM, workflow management, document management, or related functionality targeted at Qualified Intermediaries, 1031 exchange professionals, or the 1031 exchange industry.

You acknowledge and agree that violation of Section 6.3 would cause the Company substantial and irreparable harm that would be difficult to quantify. The harm could include but is not limited to: loss of competitive advantage, compromise of proprietary methodologies, damage to market position, and costs associated with developing the infringed features and functionality.

Accordingly, in addition to any other remedies available at law or in equity, if you breach Section 6.3, you agree to pay the Company liquidated damages in amounts that represent a reasonable pre-estimate of the Company's actual damages. The specific amounts shall be determined based on:

• The nature and scope of the competitive use or disclosure
• The duration of the violation
• The Company's investment in developing the affected features or functionality
• The competitive advantage gained or harm caused by the violation
• Industry standards for similar violations

The Company will provide written notice specifying the applicable liquidated damages amount, which you acknowledge will be reasonable and proportionate to the harm caused. You further agree to pay the Company's reasonable attorneys' fees and costs incurred in enforcing this provision.

You acknowledge that these liquidated damages represent a reasonable estimate of the Company's actual damages and are not a penalty. These liquidated damages are in addition to, not in lieu of, any other remedies available to the Company, including injunctive relief. Payment of liquidated damages does not relieve you of your obligation to cease the prohibited activity immediately.

You acknowledge that any violation of Section 6.3 will result in immediate and irreparable injury to the Company for which monetary damages would be an inadequate remedy. Accordingly, the Company shall be entitled to seek injunctive relief, including temporary restraining orders and preliminary and permanent injunctions, to prevent or restrain any violation of Section 6.3, without the necessity of posting a bond or proving actual damages. This right to injunctive relief is in addition to any other remedies available to the Company.

You retain all ownership rights to data and content you upload to the Platform ("Client Data"). You grant us a limited license to store, process, and display Client Data solely to provide the Platform services to you.

You grant us a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, analyze, and process Client Data in aggregated, anonymized, or de-identified form for the following purposes:

• Improving, developing, and enhancing the Platform's features and functionality
• Creating and refining templates, workflows, and best practices
• Developing new products and services
• Training machine learning models and artificial intelligence systems
• Conducting research and analytics to understand user behavior and platform usage
• Creating benchmarks, industry insights, and statistical analysis
• Optimizing platform performance and user experience

We may also use Client Data to generate document templates, form templates, and other standardized content that may be offered to other users or incorporated into the Platform. Such templates will not contain any personally identifiable information or confidential client-specific details.

When we use Client Data for these purposes, we will employ reasonable measures to de-identify or aggregate the data to protect confidentiality. However, you acknowledge that complete anonymization may not always be possible, and you grant us the right to use such data as described herein.

We implement reasonable security measures to protect your data. However, NO SECURITY SYSTEM IS IMPENETRABLE. We cannot guarantee the absolute security of your data and are not responsible for unauthorized access, hacking, data loss, or breaches beyond our reasonable control.

While we perform regular backups, YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING YOUR OWN BACKUP COPIES of all Client Data. We are not responsible for data loss regardless of cause.

You represent and warrant that your use of the Platform and any data you upload complies with all applicable privacy laws, including but not limited to GDPR, CCPA, and other data protection regulations. You are solely responsible for obtaining necessary consents from your clients.

To the extent we process personal data on your behalf, the terms of our Data Processing Agreement (available upon request) are incorporated into these Terms.

The Platform, including all software, designs, text, graphics, logos, and other content, is owned by the Company and protected by copyright, trademark, and other intellectual property laws. All rights not expressly granted are reserved.

Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for your internal business purposes.

If you provide suggestions, ideas, or feedback regarding the Platform, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such feedback without compensation or attribution.

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

WE DO NOT WARRANT THAT:

• The Platform will be uninterrupted, timely, secure, or error-free
• The results obtained from use of the Platform will be accurate or reliable
• The quality of any products, services, information, or materials obtained through the Platform will meet your expectations
• Any errors in the Platform will be corrected
• The Platform will be compatible with all systems or devices

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES
• DAMAGES RESULTING FROM YOUR USE OR INABILITY TO USE THE PLATFORM
• DAMAGES RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA
• STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PLATFORM
• ANY ERRORS, MISTAKES, OR INACCURACIES OF CONTENT
• PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR USE OF THE PLATFORM
• ANY BUGS, VIRUSES, OR SIMILAR ITEMS TRANSMITTED THROUGH THE PLATFORM

THESE LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL LIABILITY TO YOU FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT PAID BY YOU TO US DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED DOLLARS ($100).

YOU ACKNOWLEDGE AND AGREE THAT WE HAVE NO LIABILITY WHATSOEVER FOR:

• Failed or disqualified 1031 exchanges
• Missed deadlines or identification period failures
• Tax consequences or IRS audits
• Errors in exchange documentation or calculations
• Violations of IRC Section 1031 or Treasury Regulations
• Client disputes or claims
• Regulatory violations or sanctions
• Loss of funds held by Qualified Intermediaries

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT WE SHALL NOT BE LIABLE FOR ANY DAMAGES, LOSSES, OR CLAIMS ARISING FROM OR RELATED TO:

• Any security breach, data breach, cyber attack, hacking incident, or unauthorized access to the Platform or your data, regardless of whether such incident was due to our negligence or failure to implement adequate security measures
• Any ransomware, malware, viruses, or other malicious code that may affect the Platform or your data
• Any phishing attacks, social engineering, or credential theft targeting you or your users
• Any distributed denial of service (DDoS) attacks or other availability disruptions
• The exposure, theft, loss, corruption, or unauthorized disclosure of Client Data due to security incidents
• Any costs associated with investigating, responding to, or remediating security incidents, including forensic analysis, legal fees, notification costs, credit monitoring, or regulatory fines
• Any reputational damage or loss of business resulting from security incidents
• Claims by your clients, their clients, or other third parties arising from security incidents
• Your failure to implement adequate security practices, including using strong passwords, enabling multi-factor authentication, or restricting access to authorized users only

WHILE WE IMPLEMENT REASONABLE SECURITY MEASURES, YOU ACKNOWLEDGE THAT NO SYSTEM IS COMPLETELY SECURE AND THAT SECURITY BREACHES ARE AN INHERENT RISK OF USING INTERNET-BASED SERVICES. YOU ASSUME ALL RISKS ASSOCIATED WITH STORING SENSITIVE DATA ON THE PLATFORM.

The Platform may integrate with or provide links to third-party services. We are not responsible for and disclaim all liability related to third-party services, including their availability, accuracy, content, or performance.

Before initiating arbitration or litigation, you agree to first contact us to attempt to resolve any dispute informally. You must send a written notice describing the dispute to legal@vectorqi.com. We will attempt to resolve the dispute within 60 days.

If informal resolution fails, any dispute, controversy, or claim arising out of or relating to these Terms or the Platform shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

• The arbitration shall be conducted by a single arbitrator selected in accordance with AAA rules
• The arbitration shall take place in New York, New York unless otherwise agreed
• The arbitrator's award shall be final and binding
• Judgment on the award may be entered in any court of competent jurisdiction
• Each party shall bear its own costs and attorneys' fees unless the arbitrator awards fees to the prevailing party

YOU AGREE THAT ANY ARBITRATION OR PROCEEDING SHALL BE LIMITED TO THE DISPUTE BETWEEN YOU AND THE COMPANY INDIVIDUALLY. YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE ACTION. There shall be no right or authority for any claims to be arbitrated or litigated on a class, collective, representative, or consolidated basis.

Notwithstanding the arbitration requirements, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to:

• Prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights
• Enforce the competitive use restrictions in Section 6.3
• Obtain temporary restraining orders or preliminary injunctions related to violations of Sections 6.3, 6.4, or 6.5

The party seeking such relief may do so without first submitting the dispute to arbitration and without posting a bond. This exception does not waive the right to pursue arbitration for damages arising from the same facts.

These Terms commence when you first access the Platform and continue until terminated by either party.

You may terminate your account at any time by providing written notice or using the account cancellation feature. Termination does not relieve you of obligations to pay fees incurred before termination.

We may suspend or terminate your access to the Platform immediately, without notice, for:

• Violation of these Terms
• Non-payment of fees
• Illegal or harmful activities
• Requests by law enforcement or government agencies
• Discontinuation of the Platform (with 30 days' notice)
• Any reason at our sole discretion

Upon termination:

• Your right to use the Platform immediately ceases
• You remain liable for all fees incurred prior to termination
• We may delete your account and Client Data after 30 days
• Sections that by their nature should survive termination will survive, including liability limitations, indemnification, and dispute resolution provisions

Upon termination, you have 30 days to export your Client Data. After this period, we have no obligation to maintain or provide your data.

We reserve the right to modify these Terms at any time. We will provide notice of material changes by email or through the Platform at least 30 days before the effective date. Your continued use of the Platform after changes take effect constitutes acceptance of the modified Terms.

We may modify, suspend, or discontinue any aspect of the Platform at any time without notice or liability. We do not guarantee backward compatibility.

These Terms shall be governed by and construed in accordance with the laws of New York, without regard to its conflict of law provisions.

These Terms, together with our Privacy Policy and any other incorporated agreements, constitute the entire agreement between you and the Company regarding the Platform and supersede all prior agreements and understandings.

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction. Any attempted assignment in violation of this provision is void.

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

No agency, partnership, joint venture, or employment relationship is created between you and the Company as a result of these Terms or your use of the Platform. Neither party has authority to bind the other.

There are no third-party beneficiaries to these Terms.

You agree to comply with all applicable export and import control laws and regulations in your use of the Platform.

If you are a U.S. government entity, the Platform is provided with "Restricted Rights" as defined in applicable federal regulations.

You acknowledge and agree that:

• You are solely responsible for compliance with all professional standards and regulations applicable to Qualified Intermediaries
• You are responsible for maintaining appropriate licenses, bonds, and insurance
• You are responsible for adhering to ethical standards and fiduciary duties
• The Platform does not ensure or guarantee regulatory compliance

We have no liability for any regulatory investigations, sanctions, fines, or other actions taken against you by any regulatory body, including but not limited to the IRS, state regulatory agencies, or professional organizations.

You agree to promptly notify us of any security incident, data breach, or unauthorized access related to your use of the Platform that you become aware of.

In the event of a security incident affecting the Platform, we will take reasonable steps to investigate and mitigate the incident. However, we make no guarantees regarding the outcome, timing, or success of such response. Our investigation and response efforts do not constitute an admission of liability or fault.

We are not obligated to provide forensic analysis, detailed incident reports, or specific remediation recommendations. Any information we provide about security incidents is provided "as is" without warranty of accuracy or completeness.

You are solely responsible for complying with all applicable data breach notification laws and regulations, including notification to affected individuals, regulatory authorities, and other required parties. This includes but is not limited to:

• Determining whether notification is required under applicable law
• Identifying all individuals and entities requiring notification
• Preparing and sending all required notifications within legal timeframes
• Bearing all costs associated with breach notification and response
• Responding to inquiries from affected parties and regulators

You agree not to make any public statements regarding security incidents that attribute fault or liability to us without our prior written consent.

As set forth in Section 9.5, we have no liability for any damages, costs, or losses arising from security incidents, including but not limited to breach notification costs, remediation expenses, regulatory fines, litigation costs, or reputational damages. You acknowledge that using internet-based services involves inherent security risks that cannot be eliminated.