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Software Licence and Services Agreement.

FAST Funding Analysis & Strategy Technology LLC · FastIQ platform.

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FAST Funding Analysis & Strategy Technology LLC

Software License and Services Agreement

FastIQ · www.usefast.ai

IMPORTANT — PLEASE READ IN FULL BEFORE ACCESSING THE PLATFORM: BY CLICKING "I AGREE," EXECUTING AN ORDER FORM, OR ACCESSING FastIQ IN ANY MANNER, LICENSEE UNCONDITIONALLY ACCEPTS ALL TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE PLATFORM.

This Software License and Services Agreement ("Agreement") is entered into as of the date Licensee first accesses the Platform or executes an Order Form ("Effective Date") by and between FAST Funding Analysis & Strategy Technology LLC, a Delaware limited liability company ("FAST," "Licensor," "we," or "us"), and the entity or individual identified in the Order Form or account registration ("Licensee," "Broker," "you," or "your"). FAST and Licensee are each a "Party" and collectively the "Parties."

Table of Contents

A. Definitions

1.1 "Platform" or "Service" means FastIQ and all associated software, applications, modules, algorithms, artificial intelligence and machine learning components, the FastIQ PPE (Product & Pricing Engine), FastIQ Strategy Engine, Kelly AI Texting Assistant, Borrower Portal, CRM, Communication Engine, Rate Sheet Parser, MISMO integration layer, credit integration APIs, data pipelines, user interfaces, documentation, and all updates, enhancements, modifications, and derivative works, made available by FAST under this Agreement.

1.2 "Order Form" means any written or electronic order, subscription, or enrollment form executed by the Parties referencing this Agreement, specifying applicable fees, subscription tier, and Authorized Users.

1.3 "Authorized Users" means Licensee's employees and contractors permitted by Licensee to access the Platform solely on Licensee's behalf, each holding a separately licensed seat. Seat licenses are personal, non-transferable, and may not be shared.

1.4 "Subscription Term" means the initial term specified in the Order Form and each renewal period.

1.5 "Subscription Fee" means the per-seat monthly or annual fee specified in the Order Form.

1.6 "Billing Period" means the period for which Licensee agrees to pay fees, as specified in the Order Form.

1.7 "Customer Data" means all data, information, and content submitted by Licensee or its Authorized Users to the Platform, including borrower information, lead data, loan files, and contact records.

1.8 "FAST IP" means all software, source code, object code, algorithms, AI and ML models, pricing logic, rate sheet parsing methodology, strategy engine outputs, trade secrets, trademarks, documentation, and all other intellectual property owned by or licensed to FAST, including all enhancements and derivative works.

1.9 "Aggregated Data" means de-identified, anonymized, and aggregated data derived from Platform usage that does not identify Licensee, any Authorized User, or any individual borrower.

1.10 "Confidential Information" means all non-public information disclosed by either Party that is designated as confidential or that a reasonable person would understand to be confidential, including the Platform, FAST IP, AI model architecture, pricing logic, rate data, business plans, customer lists, and the terms of this Agreement.

1.11 "Mortgage Regulations" means all applicable federal and state laws governing mortgage origination, brokering, and processing, including without limitation RESPA, TILA/Regulation Z, ECOA/Regulation B, FCRA, GLBA, the SAFE Act, HMDA, applicable state mortgage broker and originator licensing laws, and all GSE seller/servicer guidelines.

1.12 "Sensitive Information" means credit or debit card numbers, Social Security numbers or equivalents, government ID numbers, passwords, personal financial account information, health information, and any information subject to HIPAA, PCI-DSS, GLBA, or similar laws.

1.13 "FCRA Services" means Platform features through which FAST facilitates access to, transmission of, or use of consumer report data governed by the Fair Credit Reporting Act.

B. License Grant and Restrictions

B.1 Limited License

Subject to Licensee's full and timely compliance with this Agreement, FAST grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for Licensee's internal mortgage brokerage, loan origination, loan processing, and related mortgage-services business operations during the Subscription Term.

B.2 Seat Licenses

Each Authorized User requires a separately licensed seat. Seat licenses are assigned to named individuals. Seats may not be shared, pooled, or reassigned more than once per calendar quarter. Licensee is responsible for all activity under every seat license issued to its account, whether authorized or not.

B.3 Restrictions

Licensee shall not, and shall ensure that no Authorized User or third party shall:

(a) License, sublicense, sell, resell, transfer, assign, distribute, timeshare, white-label, or otherwise make the Platform available to any third party;

(b) Reverse engineer, decompile, disassemble, or attempt to derive source code, algorithms, models, or trade secrets from the Platform or FAST IP;

(c) Modify, adapt, translate, or create derivative works based on the Platform or FAST IP;

(d) Remove, alter, or obscure any proprietary notices, trademarks, or labels;

(e) Use the Platform to build or assist in building any product or service that competes with the Platform;

(f) Use automated scripts, bots, scrapers, or any means to extract pricing data, rate data, algorithm outputs, or any data from the Platform in bulk;

(g) Circumvent, disable, or interfere with any security feature or access control;

(h) Use the Platform in violation of any Mortgage Regulation or applicable law;

(i) Share login credentials or allow any person other than the named Authorized User to access a seat;

(j) Use the Platform in any manner that damages, impairs, or interferes with the Platform's operation or other customers' use.

B.4 No White-Label

Licensee is expressly prohibited from white-labeling, rebranding, or reselling the Platform or any component thereof under any circumstances without a separate written white-label agreement executed by FAST's President. All borrower-facing and third-party-facing interfaces must clearly identify FastIQ as the technology provider.

B.5 Competitive Use Prohibition

Licensee shall not use access to the Platform, FAST IP, or Confidential Information to: (a) develop, support, or assist any competing mortgage technology platform; (b) advise or consult for any FAST competitor; or (c) share FAST's methods, outputs, or architecture with any third party engaged in competitive activities. This prohibition survives termination for twenty-four (24) months.

C. Fees, Payment, and Billing

C.1 Subscription Fees

Licensee shall pay FAST the per-seat Subscription Fee specified in the Order Form, in advance for each Billing Period. All payment obligations are non-cancelable. All amounts paid are non-refundable, except as expressly set forth in Section H.5 (Service Credits).

C.2 Automatic Renewal

Subscriptions automatically renew for successive terms equal to the then-current Subscription Term unless Licensee provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term, via the cancellation process at usefast.ai or by written notice to billing@usefast.ai. FAST may adjust per-seat Subscription Fees upon renewal with thirty (30) days' prior written notice. Verbal cancellations are not valid.

C.3 Payment Authorization

By providing a payment method, Licensee authorizes FAST to charge all Subscription Fees, applicable taxes, and any other amounts due under this Agreement to such payment method for the entire Subscription Term, including renewal periods. FAST may use third-party payment processors and Licensee consents to disclosure of payment information to such processors.

C.4 Failure to Pay

Any amounts not paid when due shall accrue interest at two percent (2%) per month (or the maximum permitted by law, whichever is less) from the due date. Upon non-payment, FAST may, in its sole and absolute discretion: (a) accelerate all unpaid fees for the remainder of the Subscription Term, making them immediately due and payable; (b) suspend or terminate Licensee's access; (c) pursue all available legal and equitable remedies, including recovery of attorneys' fees and collection costs; and (d) impose a reconnection fee upon reinstatement. Licensee will continue to be charged Subscription Fees during any suspension period. Licensee's payment obligations are not subject to notice, demand, or offset.

C.5 Chargebacks

Any chargeback initiated by Licensee constitutes a material breach. Licensee shall indemnify FAST from all costs, fees, and penalties associated with any chargeback, including payment processor fees and attorneys' fees. FAST may immediately suspend access upon initiation of any chargeback.

C.6 Seat Additions

Additional seats added during a Subscription Term are billed at the then-current per-seat rate, prorated for the remainder of the Billing Period, and are non-cancelable for the remainder of the Subscription Term in which added.

C.7 Taxes

All fees exclude applicable taxes. Licensee is responsible for all sales, use, excise, value-added, and similar taxes arising from this Agreement, excluding taxes on FAST's net income. If any deduction or withholding is required by law, Licensee shall pay additional amounts so that FAST receives full payment as if no deduction or withholding were required.

C.8 Disputes

Any billing dispute must be submitted in writing to billing@usefast.ai within thirty (30) days of the disputed charge, signed by an authorized officer of Licensee, and include detailed supporting documentation. Disputes submitted after thirty (30) days are waived. Licensee must pay all undisputed amounts on schedule regardless of any pending dispute. Payment obligations not timely disputed are deemed accepted.

D. Intellectual Property and Data Ownership

D.1 FAST IP Ownership

FAST retains all right, title, and interest in and to the Platform, FAST IP, and all technology, software, algorithms, AI and ML models, trade secrets, and know-how embodied therein. FAST IP includes technology that is the subject of one or more pending patent applications. This Agreement conveys no ownership interest in FAST IP to Licensee. All rights not expressly granted are reserved by FAST.

D.2 Customer Data

As between the Parties, Licensee owns all Customer Data. Licensee grants FAST a non-exclusive, royalty-free, worldwide license to use, process, store, transmit, and display Customer Data solely as necessary to provide the Platform. This license terminates upon expiration or termination of this Agreement, subject to Section D.4.

D.3 Aggregated Data — Irrevocable Rights

FAST shall have the irrevocable, perpetual, royalty-free, worldwide right to collect, use, analyze, compile, and commercialize Aggregated Data derived from all use of the Platform — including Licensee's use — for any lawful purpose, including improving the Platform, training AI and ML models, industry benchmarking, and marketing. Aggregated Data is FAST's sole and exclusive property. FAST's use of Aggregated Data shall not identify Licensee, any Authorized User, or any individual borrower. Aggregated Data excludes, and FAST shall not use for any purpose under this Section, consumer report data obtained through FCRA Services and data obtained through any government-sponsored enterprise (GSE) or other third-party interface whose terms restrict such use.

D.4 Feedback Assignment

All feedback, suggestions, ideas, enhancement requests, or other input provided by Licensee or its Authorized Users regarding the Platform ("Feedback") is owned exclusively by FAST. Licensee hereby irrevocably assigns all right, title, and interest in Feedback to FAST without payment or attribution. Licensee waives all moral rights in Feedback to the fullest extent permitted by law.

D.5 AI Model and Strategy Output Ownership

All outputs, recommendations, scores, analyses, rate comparisons, and strategy determinations generated by the FAST Intelligence Strategy Engine, Kelly AI Texting Assistant, PPE, and all other AI and algorithmic components are exclusively FAST IP. Licensee may use such outputs only within the Platform in connection with Licensee's licensed mortgage-business activities. Licensee may not extract, reproduce, reverse-engineer, or commercialize AI outputs outside the Platform.

D.6 Rate and Pricing Data

Rate sheets, lender pricing, LLPA tables, and product eligibility data processed through the Platform remain property of the respective lenders and data providers. FAST's rate sheet parsing and pricing engine technology — including all normalization logic, AI extraction, and FAST Intelligence strategy outputs — are exclusively FAST IP.

D.7 Customer Content and Configurations

FAST retains all right, title, and interest in the Platform and in improvements to the Platform, including generalized functionality, software, and technology developed by FAST, provided those improvements do not incorporate or disclose Customer Data except as permitted under this Agreement. Licensee retains all right, title, and interest in content, templates, configurations, workflows, and other materials created by or for Licensee within the Platform. Licensee grants FAST a limited, non-exclusive, royalty-free license to host, copy, process, and display those materials solely as necessary to provide, secure, support, and improve the Platform for Licensee.

E. Confidentiality and Non-Disclosure

E.1 Obligations

Each Party ("Receiving Party") agrees to: (a) hold the other Party's ("Disclosing Party's") Confidential Information in strict confidence; (b) use Confidential Information solely for purposes of this Agreement; (c) not disclose Confidential Information to any third party without prior written consent; and (d) protect Confidential Information with at least the same care used for its own most sensitive information, but never less than reasonable care.

E.2 Heightened Protection for FAST IP

Licensee acknowledges that the Platform, FAST IP, pricing algorithms, AI architecture, rate sheet parsing methodology, strategy engine logic, and FAST's business methods are highly valuable trade secrets. Licensee shall take extraordinary care to protect such information, limit access strictly to Authorized Users with a need to know, and immediately notify FAST in writing of any known or suspected unauthorized disclosure or use.

E.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party before disclosure without restriction; (c) is independently developed without use of Confidential Information; or (d) is required by law or court order, provided the Receiving Party gives prior written notice and cooperates with efforts to obtain a protective order.

E.4 Non-Solicitation of FAST Personnel

During the Subscription Term and for twelve (12) months thereafter, Licensee shall not, directly or indirectly, solicit, recruit, or hire any FAST employee, contractor, or consultant who was involved in providing services to Licensee. Violation entitles FAST to liquidated damages of $50,000 per solicited individual, which the Parties agree is a reasonable estimate of harm and not a penalty.

E.5 Injunctive Relief

The Parties acknowledge that any breach of this Section E would cause irreparable harm for which monetary damages are an inadequate remedy. FAST is entitled to seek injunctive and other equitable relief to prevent or remedy any breach or threatened breach, without posting bond or proving actual damages, in addition to all other available remedies.

F. Mortgage Industry Compliance

F.1 Licensee's Sole Compliance Responsibility

Licensee is solely and exclusively responsible for ensuring its use of the Platform complies with all Mortgage Regulations. The Platform is a technology tool and does not constitute legal, compliance, regulatory, or financial advice. Licensee must independently verify that all outputs, recommendations, pricing, and communications comply with applicable law before presenting them to borrowers or third parties.

F.2 RESPA and Fee Disclosure

Licensee is solely responsible for ensuring that all fees, costs, and pricing information presented to borrowers through the Platform comply with RESPA Section 8, TRID/Regulation X, and all fee disclosure requirements. FAST makes no representation that Platform outputs constitute legally compliant disclosures.

F.3 FCRA — Credit Integration

To the extent Licensee uses the Platform's credit integration features, Licensee is solely responsible for obtaining all required consumer authorizations, maintaining permissible purpose under the FCRA, and complying with all FCRA obligations. FAST is not a consumer reporting agency. The credit integration features are a technology conduit only.

F.4 GLBA and Data Security

Licensee acknowledges that its use of the Platform involves non-public personal financial information subject to GLBA and applicable state privacy laws. Licensee is responsible for its own information security safeguards, privacy notices, and policies. Licensee shall immediately notify FAST of any security incident or data breach affecting Customer Data.

F.5 AI and Automated Decision-Making

Licensee is solely responsible for reviewing all AI-generated outputs — including Kelly AI Texting message drafts and suggested replies, FastIQ recommendations, and PPE strategy outputs — before relying on them or presenting them to borrowers. Licensee is responsible for ensuring compliance with fair lending laws (ECOA, Fair Housing Act) and for maintaining human oversight of all AI-assisted decisions. Kelly AI Texting does not make loan-product, eligibility, pricing, or underwriting decisions, and Licensee shall not configure or use it as a substitute for review by a licensed mortgage professional.

F.6 NMLS Licensing Representation and Warranty

Licensee represents and warrants that it holds all federal and state mortgage broker licenses, NMLS registrations, and other regulatory authorizations required to conduct the activities for which the Platform is used. Licensee shall maintain all licenses in good standing throughout the Subscription Term and shall immediately notify FAST of any license suspension, revocation, or regulatory action.

F.7 TCPA and Communication Compliance

Licensee is solely responsible for ensuring that all communications sent through the Platform — including SMS and email, whether sent manually or automated through Kelly AI Texting — comply with the TCPA, CAN-SPAM Act, applicable state telemarketing and commercial-messaging laws, FCC regulations, and all A2P 10DLC carrier requirements. Kelly AI Texting is an SMS-only feature; the current Service does not include AI voice calling. Licensee represents and warrants that it has obtained and documented the consent required by applicable law for each recipient, channel, and message purpose. Licensee shall keep sender identification and message content accurate, maintain consent records, observe applicable timing and frequency restrictions, maintain internal do-not-contact status, and promptly honor STOP, unsubscribe, and other reasonable revocation or opt-out requests. Licensee shall not re-enroll or resume automated messages to a recipient without valid renewed consent.

F.8 SMS / Text Messaging Consent (FastIQ Account Messages)

This Section F.8 governs text messages that FastIQ itself sends to you in connection with your FastIQ account, and is separate from Licensee's own obligations under Section F.7. If you separately opt in by checking the SMS consent box on a FastIQ enrollment or account-alert page, you agree to receive recurring account and operational text messages from FAST Funding Analysis & Strategy Technology LLC d/b/a FastIQ, including login and identity verification codes, lead and rate alerts, task and appointment reminders, and system and account notifications. Providing a phone number, submitting another form, creating an account, or accepting this Agreement does not itself provide SMS consent.

Message frequency varies. Message and data rates may apply. You can cancel at any time by replying STOP to any message, and reply HELP for help. Consent to receive text messages is not a condition of purchase or of using FastIQ. For details on how we handle your information, see our Privacy Policy.

For the full SMS / Text Messaging Terms, including how to opt out and get help, see our SMS / Text Messaging Terms.

F.9 Fannie Mae and GSE Access

Access to or use of Desktop Originator® (DO®), Desktop Underwriter® (DU®), or any other Fannie Mae application is conditioned on Licensee maintaining all required executed Fannie Mae customer agreements, schedules, approvals, and active authentication credentials. FAST does not grant or guarantee eligibility for any Fannie Mae application. Fannie Mae may approve, reject, suspend, or terminate Licensee's access in accordance with its agreements and requirements, and Licensee shall comply with them at all times.

F.10 Plaid Reports and Services

If Licensee uses Plaid reports or report-related services through the Platform, that use is also governed by the separate Plaid End Client Agreement and all applicable Exhibit E flow-down terms. If this Agreement conflicts with those terms regarding Plaid data or services, the Plaid End Client Agreement and applicable Exhibit E terms control solely to the extent of the conflict.

G. Term, Termination, and Suspension

G.1 Term

This Agreement commences on the Effective Date and continues for the Subscription Term, renewing as set forth in Section C.2, unless earlier terminated.

G.2 Termination by FAST

FAST may terminate this Agreement or suspend Licensee's access: (a) immediately, with or without cause, upon written notice; (b) immediately upon Licensee's material breach of any provision; (c) immediately if Licensee becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy proceedings; (d) immediately upon violation of Sections B, D, or E; or (e) for any business reason in FAST's sole discretion upon seven (7) days' notice.

G.3 Termination by Licensee

Licensee may terminate only by providing thirty (30) days' advance written notice prior to the end of the then-current Subscription Term per Section C.2. Early termination does not relieve Licensee of any payment obligations. All fees paid are non-refundable and all fees due through end of Subscription Term become immediately payable upon early termination.

G.4 Suspension

FAST may suspend Licensee's access for non-payment, breach, regulatory concern, security threat, or for any reason in FAST's sole discretion, with or without notice. Suspension does not terminate Licensee's obligation to pay Subscription Fees. FAST may impose a reconnection fee upon reinstatement.

G.5 Effect of Termination

Upon termination or expiration: (a) all license rights immediately terminate; (b) Licensee must immediately cease all use of the Platform; (c) Licensee must delete or return all FAST Confidential Information; (d) all outstanding payment obligations become immediately due and payable; and (e) FAST may permanently delete all Customer Data after thirty (30) days.

G.6 Data Retrieval

Licensee may request export of Customer Data within thirty (30) days following termination. FAST will facilitate export in its standard format. After thirty (30) days, FAST has no obligation to retain Customer Data. FAST is not responsible for any loss of data resulting from Licensee's failure to timely request export.

G.7 Survival

Sections D, E, F.1–F.10, G.5, G.6, H, I, J, K, and L survive termination or expiration of this Agreement.

H. Disclaimers and Service Credits

H.1 Disclaimer of Warranties

THE PLATFORM AND ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, FAST EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, OR ACCURACY. FAST DOES NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE, UNINTERRUPTED, OR SECURE. FAST DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR TIMELINESS OF ANY PRICING DATA, RATE DATA, LENDER ELIGIBILITY DATA, AI OUTPUTS, OR STRATEGY RECOMMENDATIONS. LICENSEE ASSUMES FULL RESPONSIBILITY FOR VERIFYING ALL PLATFORM OUTPUTS BEFORE USE.

H.2 Pricing and Rate Data Disclaimer

Pricing data, rate sheets, and lender product information displayed on the Platform are for informational and comparative purposes only. Rates are subject to change without notice. FAST does not guarantee the availability of any pricing shown. All rates and terms are subject to lender approval, lock, and final loan terms. FAST is not responsible for any mortgage transaction outcome arising from Licensee's reliance on Platform pricing data.

H.3 AI Disclaimer

Kelly AI Texting, the FAST Intelligence Strategy Engine, and all other AI components are automated tools designed to assist licensed mortgage professionals. AI outputs are not financial advice, legal advice, regulatory guidance, or a substitute for professional judgment. FAST does not guarantee the accuracy of AI-generated recommendations, message content, or analyses. Licensee is solely responsible for reviewing AI outputs and for approving any professional judgment, pricing, product-eligibility statement, or borrower recommendation before reliance or delivery to borrowers or third parties.

H.4 No Emergency Services

The Platform's SMS, email, portal, and other communication features are not emergency services and are not a substitute for calling 911 or contacting an appropriate emergency-service provider. Licensee shall not represent to any person that emergency services are available through the Platform. FAST, its members, managers, officers, employees, and agents shall have no liability for any failure to reach emergency services through the Platform.

H.5 Service Credits

If the Platform is unavailable for more than thirty-six (36) cumulative hours in any calendar month solely due to FAST's infrastructure failure (excluding third-party outages, scheduled maintenance, and Licensee-caused issues), Licensee may request a service credit equal to a prorated portion of the monthly Subscription Fee for the affected period, not to exceed fifty percent (50%) of the monthly fee. Credits must be requested in writing within thirty (30) days of the outage. Service credits are Licensee's sole and exclusive remedy for Platform unavailability.

I. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FAST, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, OR ASSIGNS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST DATA, LOSS OF GOODWILL, OR COSTS OF SUBSTITUTE SERVICES, EVEN IF FAST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

FAST'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY LICENSEE TO FAST IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF THE FORM OF ACTION AND SHALL SURVIVE EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. LICENSEE ACKNOWLEDGES THAT THE SUBSCRIPTION FEES REFLECT THE ALLOCATION OF RISK IN THIS AGREEMENT AND THAT FAST WOULD NOT PROVIDE THE PLATFORM AT STATED FEES WITHOUT THESE LIMITATIONS. FAST SHALL HAVE NO LIABILITY FOR LOSSES ARISING FROM LICENSEE'S FAILURE TO COMPLY WITH MORTGAGE REGULATIONS OR ANY APPLICABLE LAW.

J. Indemnification

J.1 Licensee's Indemnification Obligations

Licensee shall defend, indemnify, and hold harmless FAST and its members, managers, officers, employees, contractors, agents, licensors, and assigns (collectively, "FAST Indemnitees") from and against any and all claims, demands, suits, losses, liabilities, damages, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

(a) Licensee's use of the Platform or AI outputs in violation of this Agreement or applicable law;

(b) Licensee's violation of any Mortgage Regulation, including RESPA, TILA, ECOA, FCRA, GLBA, or state mortgage laws;

(c) Customer Data, including any claim that Customer Data infringes third-party rights or was collected or used unlawfully;

(d) Licensee's breach of any representation, warranty, or obligation under this Agreement;

(e) Any borrower claim, regulatory action, government investigation, or legal proceeding arising from Licensee's mortgage brokerage activities;

(f) Licensee's failure to maintain required mortgage licenses or NMLS registrations;

(g) Any unauthorized use of the Platform through Licensee's account or credentials;

(h) Communications sent through the Platform, including TCPA, CAN-SPAM, or state telemarketing violations;

(i) Any security breach or unauthorized disclosure of borrower data resulting from Licensee's acts or omissions;

(j) Licensee's use of Kelly AI Texting, including any claim arising from an AI-generated or AI-assisted message delivered to any borrower or prospect.

J.2 Process

FAST will provide Licensee with prompt written notice of any claim and reasonable cooperation in defense. FAST reserves the right to retain its own counsel at Licensee's expense. Licensee may not settle any claim that imposes any obligation on or requires any admission from FAST without FAST's prior written consent.

K. Dispute Resolution, Arbitration, and Governing Law

K.1 Mandatory Binding Arbitration

ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, ITS BREACH, TERMINATION, OR VALIDITY, OR LICENSEE'S USE OF THE PLATFORM, SHALL BE EXCLUSIVELY AND FINALLY RESOLVED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") UNDER ITS COMMERCIAL ARBITRATION RULES, EXCEPT AS PROVIDED IN SECTION K.4. THE FEDERAL ARBITRATION ACT GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THIS SECTION. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION.

K.2 Arbitration Procedures

Arbitration shall be conducted before a single neutral arbitrator with experience in software licensing and/or financial technology. Proceedings shall be held in Wilmington, Delaware, or via remote proceedings at FAST's election. The arbitrator shall apply Delaware law. The arbitrator's award shall be final, binding, and not subject to appeal except as permitted by the Federal Arbitration Act. Each Party shall bear its own attorneys' fees unless the arbitrator finds a claim to have been brought in bad faith, in which case the arbitrator may award fees against the bad-faith party.

K.3 Class Action and Representative Action Waiver

LICENSEE IRREVOCABLY WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, CLASS ARBITRATION, COLLECTIVE ACTION, MASS ARBITRATION, OR REPRESENTATIVE PROCEEDING AGAINST FAST. ALL DISPUTES MUST BE BROUGHT IN LICENSEE'S INDIVIDUAL CAPACITY ONLY. THIS WAIVER IS A MATERIAL INDUCEMENT FOR FAST TO ENTER INTO THIS AGREEMENT. IF THIS WAIVER IS FOUND UNENFORCEABLE AS TO ANY CLAIM, THAT CLAIM MUST BE SEVERED AND LITIGATED IN COURT, WHILE ALL OTHER CLAIMS PROCEED IN INDIVIDUAL ARBITRATION.

K.4 FAST's Right to Seek Equitable Relief

Notwithstanding the foregoing, FAST may seek injunctive, equitable, or emergency relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information, or trade secrets, or to prevent irreparable harm, without waiving its right to arbitration for all other disputes.

K.5 Governing Law

This Agreement shall be governed by and construed under the laws of the State of Delaware, without regard to conflict of law principles. For any matter not subject to arbitration, the Parties irrevocably consent to exclusive jurisdiction and venue in the courts of the State of Delaware.

K.6 Limitation Period

Any claim arising from or related to this Agreement must be initiated within one (1) year after the event giving rise to the claim. All claims not initiated within this period are permanently barred, regardless of any otherwise applicable statute of limitations.

K.7 Dispute Notice

Before initiating arbitration, the Party asserting a dispute must provide written notice to the other Party describing the nature of the claim and the relief sought. The Parties shall attempt to resolve the dispute informally for thirty (30) days following such notice before proceeding to arbitration.

L. General Provisions

L.1 Entire Agreement

This Agreement, together with any Order Forms and FAST's Privacy Policy, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals, and representations. FAST objects to and rejects any additional or different terms in any Licensee purchase order or other document. No representation, warranty, or inducement not expressly set forth in this Agreement shall be binding on either Party.

L.2 Modifications by FAST

FAST reserves the right to modify this Agreement at any time by posting updated terms at usefast.ai or by providing notice to Licensee. Modifications become effective thirty (30) days after posting or notice. Licensee's continued use of the Platform after such period constitutes unconditional acceptance. If Licensee objects to a modification, its sole remedy is to terminate per Section G.3.

L.3 Assignment

Licensee may not assign or transfer this Agreement or any rights hereunder without FAST's prior written consent. Any purported assignment without such consent is void. FAST may freely assign this Agreement, including in connection with any merger, acquisition, reorganization, or sale of assets, without notice to Licensee.

L.4 Severability

If any provision is found invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and all remaining provisions shall continue in full force. If modification is not possible, the invalid provision shall be severed and the remainder shall continue in effect.

L.5 Waiver

No failure or delay by FAST in exercising any right shall constitute a waiver. No single or partial exercise of any right shall preclude further exercise of that or any other right.

L.6 Force Majeure

FAST shall not be liable for any delay or failure in performance due to causes beyond its reasonable control, including acts of God, natural disasters, pandemic, cyberattacks, internet infrastructure failures, acts of government, third-party service outages, or carrier failures.

L.7 Notices

Legal notices to FAST must be delivered in writing to: FAST Funding Analysis & Strategy Technology LLC, 1517 Holleman Drive, Valrico, FL 33596, Attention: Legal Department, or by email to legal@usefast.ai. Notices to Licensee shall be sent to the address or email on file with FAST.

L.8 Relationship of Parties

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship.

L.9 Publicity

Licensee grants FAST the right to identify Licensee as a FAST customer and use Licensee's name and logo in FAST's marketing materials, website, and press releases. Licensee may opt out of this provision by written notice to FAST within thirty (30) days of the Effective Date.

L.10 Export Compliance

Licensee shall comply with all applicable U.S. and international export control laws, including OFAC sanctions programs. Licensee represents it is not located in a sanctioned jurisdiction and is not on any U.S. government restricted party list.

L.11 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. Nothing in this Agreement shall create any rights in any third party.

L.12 Counterparts and Electronic Acceptance

This Agreement may be executed in counterparts, each of which shall be an original. Electronic acceptance — including clicking "I Agree" or executing an Order Form — constitutes a legally binding signature and is fully enforceable under the Electronic Signatures in Global and National Commerce Act (E-SIGN) and applicable state law.

Signature and Acceptance

BY CLICKING "I AGREE," EXECUTING AN ORDER FORM, OR ACCESSING FastIQ, LICENSEE ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND UNCONDITIONALLY AGREES TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE FULL AUTHORITY TO BIND THAT ENTITY.

Return executed agreement to: legal@usefast.ai

Last updated: September 25, 2026