Footings™ Advisor Program Terms

1. Application, enrollment and document order

1.1 Parties and acceptance. These Footings Advisor Program Terms ("Terms") govern the relationship between Cadence Financial Group, Inc., a Delaware public benefit corporation d/b/a Breva® ("Breva") and the firm or sole proprietor that signs a Footings Advisor & Certification Agreement ("Enrollment Agreement") ("Advisor"). The Enrollment Agreement and these Terms together are the "Agreement." The Program is Breva's Footings advisor and certification program. These Terms bind a firm only through its authorized acceptance and Breva's admission, not merely because a person visits a website. The Enrollment Agreement identifies the accepted version. Breva will supply a downloadable copy before signature and retain that version.

1.2 Priority and separate contracts. An express amendment signed by both parties controls, followed by the Enrollment Agreement, then these Terms. For Program matters between Breva and Advisor, this Agreement prevails over inconsistent general website or platform terms, including restrictions on authorized third-party client work, content licenses, liability, governing law and arbitration. Separate client subscription, privacy and data-processing agreements govern the client's rights and are not amended or accepted on its behalf by enrollment. A client engagement or migration statement of work does not change this Agreement unless both parties expressly agree. Marketing pages, internal sprint targets and unsigned proposals are not additional contractual promises.

1.3 Admission and scope. Advisor must provide accurate business, tax, licensing and personnel information, identify a lead individual and notify Breva promptly of material changes. The Program initially covers U.S. business clients; other jurisdictions require written approval. Admission is nonexclusive and confers no territory, employment, agency, joint venture, power to bind Breva or authority to appoint subpartners. Each party bears its own expenses except as expressly agreed. Advisor controls its services, pricing, personnel and working methods, subject to client obligations and Program safeguards. No client purchase quota, mandatory four-client commitment, sales forecast or guarantee of referrals applies.

1.4 Authorized personnel and benefits. Advisor must ensure that personnel have the qualifications, licenses, client permissions and confidentiality obligations appropriate to their work, and remains responsible for their Program acts and omissions. Breva provides free training/demo resources, certification and annual refreshers, an authorized advisor seat in each managed client account, and scheduled first-migration technical support. These benefits do not include free client production subscriptions, unlimited cleanup, a guaranteed directory position or an unspecified support service level. Extra paid work or a Breva-funded assignment requires a separate written scope and price. As between Breva and Advisor, Breva authorizes named personnel to access client accounts through individual logins for approved, client-authorized services, notwithstanding general restrictions on third-party use.

2. Individual certification, annual renewal and migration authority

2.1 Credential and assessment. The Certified Work-to-Cash Advisor™ credential is awarded to a named individual after the 90-minute training session and the required assessment. Before assessment, Breva supplies the applicable syllabus, passing standard and permitted assistance rules. Impersonation, answer sharing and unauthorized assistance are prohibited. Credentials are personal and nontransferable. Before issuance, each individual must affirmatively acknowledge the certification, confidentiality and brand-use rules applicable to that individual; the firm remains the commercial counterparty and payee. A change of firm requires affiliation updates and the new firm's separate enrollment; it does not transfer account attribution.

2.2 Twelve-month renewal. Each credential expires 12 months after initial award and at each annual renewal anniversary. Before expiry, the individual must complete a free refresher on material new features, revised workflows, security, data handling and responsible use of automated outputs, and pass the applicable renewal assessment. The renewal material will be made available at least 60 days before expiry; Breva will send reminders approximately 60 and 30 days before expiry. Completion during that window extends the credential from its existing anniversary rather than shortening the term. One role-appropriate renewal may cover multiple credentials if it tests their required competencies. No professional license or continuing-education credit is granted or implied.

2.3 Between annual renewals. Breva will make routine release information available and provide a quarterly feature digest when there are material changes to report. Routine digests do not require another examination. For changes materially affecting accounting accuracy, migration, security or client-data handling, Breva may require a targeted briefing or knowledge check within 30 days after written notice and availability of the material. Urgent safety changes may require completion before the affected workflow is used again; restrictions must be proportionate to the risk. These updates do not reset the annual anniversary or change the commercial deal.

2.4 Lapse and reinstatement. An expired or suspended individual may not use the badge or perform unsupervised work requiring that credential. Advisor may substitute another currently qualified individual with the client's permission. Where no such individual remains, new registrations and independent migration work pause, and eligibility for subsequent service periods is suspended; validly earned shares are not forfeited. Reinstatement follows the applicable refresher and assessment; Breva may require additional supervised work where a documented competency or safety issue warrants it. If Breva fails to make required renewal material available on time, the credential remains effective for 60 days after the material is supplied, absent an independent safety basis for restriction.

2.5 Migration Partner authorization. Independent Migration Partner™ authority requires competent accounting personnel, current certification, two completed supervised migrations satisfying Section 4, the required insurance, and written Breva authorization identifying approved workflows. Each proposed independent migration lead must satisfy that standard; the firm may not borrow one person's credential to qualify everyone. Estimators and coaches remain within their approved non-ledger roles unless separately qualified and authorized for accounting work. Introductory certification, an insurance exception or a commercial referral alone is not migration authorization. Breva may reasonably limit authorization to demonstrated competencies. Two migrations are an initial competence requirement, not an automatic annual quota.

3. New-customer registration, elections and revenue share

3.1 New customers only. An eligible new customer is an independent client organization first introduced by Advisor, accepted by Breva for attribution, and not an existing or former Breva production customer, sponsored account, previously registered partner account or documented active direct-sales opportunity when submitted. Existing-customer assignments, transfers, reactivations, self-referrals, fabricated entities and duplicate accounts do not qualify. An unpaid prospect record alone is not an active direct-sales opportunity. Separate affiliates may qualify only for genuinely distinct businesses and subscriptions; reorganizing an existing customer does not create a new referral.

3.2 Registration process. With client permission, Advisor submits the client identity, introduction evidence, proposed service role, certified lead and compensation election through Breva's designated process, which may be email. Breva must confirm attribution in writing before a share accrues; it will review promptly, apply the stated criteria reasonably and explain a rejection or conflict. No deemed acceptance follows silence. An approved registration remains open for 90 days for the first paid activation, with extensions available by written agreement. Breva's processing delay will not erase a timely documented introduction. Overlapping claims are resolved using first valid documented introduction, actual service responsibilities and client instructions; only one advisor receives the Program benefit on the same software charge.

3.3 Active service and continued eligibility. Advisor must maintain a genuine written client engagement, appropriate client-authorized account access and a currently certified individual responsible for the agreed service. Active service means actually providing the agreed recurring bookkeeping, accounting, estimating, coaching or other approved work, evidenced by service records or client confirmation; a login or referral code alone is insufficient. Review eligibility and compensation elections at least annually and promptly upon a change in services, personnel, authorization or independence. A client may withdraw access or change providers at any time. Client termination of Advisor's service ends eligibility for subsequent service periods, regardless of continued software use.

3.4 Elections and exclusions. For each otherwise eligible new client, Advisor may elect cash revenue share, a corresponding client discount, or no compensation. The election requires firm approval and the client disclosure in Section 5. A client-discount election substitutes a discount equal to 30% of the otherwise eligible software amount after other approved discounts and before this Program discount and taxes; Advisor receives no cash on that charge. Discount stacking requires Breva's written approval. Elections and changes apply prospectively to unbilled service periods, not previously earned amounts. No-compensation accounts retain approved practice benefits while otherwise compliant. Sponsored seats, whether fully or partly paid under a GC, association, grant or other third-party subsidy arrangement, earn no Program share or equivalent Program discount. An approved firm-paid subscription under Section 3.6 is not sponsorship merely because Advisor pays the invoice.

3.5 Rate and base. The cash share is 30% of eligible software subscription revenue actually received by Breva, less discounts, credits, refunds, taxes and chargebacks, without double deductions ("Net Software Revenue"). Breva's processing fees, general overhead and support costs are not further deductions. The rate is the same for monthly and annual plans and continues only while the conditions in this Agreement are satisfied; it is not an unconditional lifetime entitlement. Professional fees, migration/cleanup/implementation charges, training services, interest, financing fees, insurance premiums, surety charges and any other non-software amounts are excluded. Where a plan bundles software with services, the order must identify the software component before enrollment; its allocation may not be changed retroactively to reduce an earned share.

3.6 Billing and payment authorization. Breva contracts with and bills the client directly unless a separate written order authorizes firm billing. Firm billing does not transfer ownership of client data, permit unauthorized resale or make Advisor an agent of Breva. Advisor may transparently recover agreed client costs under its own engagement. The order must identify the payer, recurring price, included software, service start and cancellation terms. The first invoice is due when the agreed usable workflow is delivered, with any pending ledger acceptance disclosed. Trials, unpaid invoices, professional fees and Breva credits offsetting the full software fee generate no share. Do not bill or represent an undelivered workflow as live.

3.7 Monthly earning and settlement. For a monthly plan, the share is earned after both receipt of the eligible software payment and completion of the eligible service period to which it relates. For annual or other prepaid plans, Net Software Revenue is allocated ratably over the prepaid service term; shares are earned each month only for eligible service provided, with daily proration of partial months. Collecting an annual invoice does not earn an entire year's share upfront. Breva pays earned amounts in U.S. dollars within 30 days after each calendar month-end and supplies a statement showing accounts, service periods, collections, allocations and adjustments. Delayed collections for otherwise eligible service periods remain payable when received, including after termination. Proper tax/payment details are required; delayed administrative setup defers payment but does not forfeit lawful earned amounts.

3.8 Adjustments, disputes and records. Refunds, credits, nonpayment and chargebacks reverse only the corresponding benefit; Breva must identify the affected account and calculation. It may offset documented overpayments against future shares; any remaining undisputed overpayment is repayable within 30 days after a supported request. Breva may temporarily withhold only reasonably disputed or legally restricted amounts while investigating, give notice and updates, and promptly release amounts found due. Unrelated undisputed amounts remain payable. Either party should raise a statement discrepancy promptly; failure to object within a short period does not waive a lawful earned payment. Both retain relevant Program transaction and eligibility records for seven years, subject to privacy and legal retention limits. Once annually, an independent accountant under confidentiality may inspect relevant settlement records on reasonable notice at Advisor's expense; Breva pays reasonable review costs if an underpayment exceeding 5% for the reviewed period is found. Neither party must disclose unrelated client data or privileged material. Advisor bears its taxes; lawful withholding is permitted with documentation.

4. Professional engagements and migration safeguards

4.1 Separate client authority. Advisor sets and retains 100% of its professional fees under a separate client engagement. Neither sponsorship nor free software creates free professional work. A migration statement of work must identify the client, payer, deliverables, source/version, history and attachments included or excluded, accounting/tax methods, payroll dependencies, personnel, fees/credits, time assumptions, client responsibilities and acceptance/rollback process. Client authorization must cover access, export, import, any third-party disclosure and each person's permitted role. Advisor may not accept client subscription, bank-link, payment or financing terms without specific authority. Breva reviews technical scope and supplies platform support; it does not take over Advisor's professional engagement.

4.2 Opening position and real workflow. Before ledger reliance, document the source backup; approve chart-of-accounts, customer/vendor, job/class and tax/payroll mappings; reconcile the opening trial balance and receivable/payable subledgers; and tie retainage and job costs by contract. Resolve all unexplained differences. Test a real billing period, including required pay-app format, change orders, stored materials and retainage as applicable. The responsible accounting professional approves cost-to-complete estimates, revenue-recognition policy, WIP and the close package. Automated outputs are reviewable workpapers, not substitutes for professional judgment or recipient acceptance.

4.3 Parallel month, sign-off and rollback. The source ledger remains authoritative until an agreed parallel month is complete, bank/AR/AP/job/WIP/report balances are reconciled, and the client and responsible advisor give written acceptance. For supervised migrations, obtain Breva's documented technical gate approval as well. Assign transaction posting and payment authority to prevent duplicate payments. Preserve a readable source archive, required licenses and a rollback plan naming the trigger, owner, time limit and capture of post-cutover transactions. An archive is not full historical conversion. Material payroll, tax, security or integrity failures stop affected use and cutover until resolved. A subscription payment, training badge or sales deadline does not waive these controls.

4.4 Scope limits and accountability. Use competent personnel and obtain exception review for multientity structures, specialized payroll, complex tax methods, unusual retainage, mandated billing portals or extensive history. Retain existing payroll services unless a replacement workflow is separately tested and accepted. Breva's review does not establish tax or accounting correctness and does not relieve Breva of its own express technical obligations. Advisor remains responsible for its professional judgments, client instructions and personnel; Breva remains responsible for its own services. A paid additive/CSV workflow is not an accepted ledger migration. Do not promise full historical preservation, effortless rollback, a financing approval, a rate, a bond or third-party acceptance that has not actually been secured.

5. Professional independence, disclosures and financial-services separation

5.1 Client-specific legal review. Before recommending a compensated arrangement or making an election, Advisor must determine and document that its firm, personnel, client services and jurisdiction permit it. No benefit may be paid, routed through an affiliate, rebated or otherwise structured to evade applicable commission, independence, conflicts, licensing, anti-bribery or employer restrictions. Where the firm or a relevant individual performs an audit, review, specified compilation, examination of prospective financial information or other restricted attest service, do not elect compensation unless the applicable rules actually permit it. Review the relevant engagement and financial-statement periods, not only the payment date. A disclosure, client approval, discount or no-cash label does not cure a prohibited arrangement. Suspend the affected election promptly when circumstances change and notify Breva.

5.2 Written disclosure and records. Before the recommendation or election, provide a separate, clear client-specific disclosure identifying Advisor, Breva, the software, the commercial relationship, the compensation or discount election, the 30% calculation and material conditions. Obtain the client's dated acknowledgment and the authorized professional's approval/signature. Comply with applicable form, letterhead, font-size, timing and retention rules, including New York requirements where applicable. Keep required disclosure records for seven years or longer if law requires, restrict access and provide the client a copy. Breva may supply sample wording, but the firm must adapt it and assess legality; Program enrollment is not the client's disclosure or consent.

5.3 No financial-services appointment. Program compensation relates only to eligible software and never depends on a loan application, approval, closing, interest rate, bond or insurance placement. This Agreement does not appoint Advisor as a lender, loan broker, insurance producer, surety agent or securities intermediary or authorize regulated advice. Breva retains only its own contractual financial-services economics; providers retain their own compensation and decision authority. Any separately lawful regulated referral arrangement requires a distinct reviewed contract and proper permissions, not an inference from Footings participation. Recommendations must reflect client suitability, not compensation.

5.4 Outreach and truthful statements. Advisor must comply with applicable marketing, privacy, email/text/telephone consent and opt-out requirements. It must accurately disclose material financial connections in public endorsements and recommendations, substantiate its claims and promptly correct misleading statements. Do not offer gifts or payments to public officials or client personnel to obtain an improper advantage, misrepresent a professional license, imply guaranteed results, or treat a general contact list as consent for every outreach channel.

6. Client data, confidentiality and security

6.1 Authority and limited use. Client data remains subject to the client's rights; this Agreement transfers no ownership of it to either party. Each party may access, use or disclose Program client information only for the client-authorized services, necessary Program administration/security or a lawful requirement. A referral, commission election or firm signature is not permission to share bank credentials, tax returns or unrelated client records. Obtain any additional legally required tax-information consent, including applicable Internal Revenue Code Section 7216 consent; a generic privacy acknowledgment is not a substitute. Use the client's separate data-processing terms where required and resolve missing permissions before uploading data.

6.2 Confidentiality. Nonpublic business, client, product, pricing, security and assessment information disclosed in connection with the Program is Confidential Information. The recipient must use reasonable care, at least the care it uses for its comparable information, use it only to perform this Agreement, and disclose it only to authorized personnel or providers with a need to know and equivalent confidentiality duties. The recipient is responsible for those recipients. Information independently developed, lawfully obtained without restriction, previously known without duty, or public without breach is excluded. Legally compelled disclosure is permitted only to the required extent, with prompt notice where lawful and reasonable cooperation on protection. No restriction prevents lawful reporting to regulators.

6.3 Baseline safeguards. Each party must maintain reasonable, risk-appropriate administrative, technical and physical safeguards for information it controls, comply with applicable privacy/security law and its client obligations, and bind service providers to appropriate protections. Use named accounts, least-privilege access, multifactor authentication where supported, secure transfer and encryption appropriate to the data, timely access removal and protected backups. Never share client passwords or production data in a public demo, unapproved AI tool or personal storage service. If a needed control is unavailable, agree a documented secure alternative before transferring sensitive data; do not bypass a material risk. Advisor must immediately remove personnel access when authority ends and notify Breva of relevant affiliation changes.

6.4 Incident response. A party discovering actual or reasonably suspected unauthorized access, disclosure, loss or material compromise affecting Program client data or the other party's systems must notify the other without undue delay and, in any event, within 24 hours after discovery. Notify Breva at security@breva.ai with a copy to partnerships@breva.ai; Breva notifies Advisor's notice email. The initial notice may be preliminary, must not await a completed investigation and is not an admission of fault. Contain the event, preserve evidence, provide material updates and cooperate on response. Coordinate client/regulator notices where practicable without delaying mandatory reporting. Each party remains responsible for notices and costs legally attributable to its conduct.

6.5 Return, retention and analytics. On authorized request or termination, return/export and securely delete information no longer needed, subject to client instructions, legal duties and limited protected backups. Retained records remain protected and may not be reused for unrelated purposes. Neither party acquires through this Agreement a right to sell client data, use it for unrelated advertising or train third-party models. Any additional lawful use requires the client's separate valid authorization. Breva may keep minimal records necessary for billing, attribution, fraud prevention and legal compliance. A separate data-processing agreement controls processing-specific conflicts, but cannot be inferred from these Terms alone.

7. Brand permissions, directory and client relationships

7.1 Marks and credentials. While authorized and current, Advisor and its named credential holders receive a limited, nonexclusive, nontransferable, nonsublicensable permission to display only Breva-approved marks and badges to describe their actual Program status, following the supplied brand guidelines. Breva retains all rights and associated goodwill. Do not alter marks, register confusing domains or business names, imply employment, government accreditation or endorsement of professional competence, or hold out estimating/coaching personnel as independent migration professionals. Remove inaccurate or expired badge claims promptly; Breva may verify and correct status.

7.2 Directory and publicity. Directory inclusion is subject to verified qualifications, client-service suitability, consent to publish contact details and accurate current information. No listing, rank, lead volume, exclusivity or future feature is guaranteed unless separately agreed in writing. Advisor grants permission to display only the business identity, logo and profile information it approves for the directory; it may withdraw that permission prospectively. Neither party may publish a client's identity, confidential results, testimonial or case study without appropriate written authorization. Breva may remove a listing reasonably for inaccuracy, inactivity, complaints or loss of eligibility, after notice and a correction opportunity where practicable.

7.3 Client choice and professional fees. Advisor owns its professional engagement, not the client. While a registered client is actively served, Breva will not specifically solicit replacement of Advisor's migration, bookkeeping, close, tax or advisory engagement without consent, a client-initiated request or a documented need to protect the client or comply with law. This does not restrict general non-targeted marketing, software support, client-authorized capital/surety coordination, or a client's free choice of providers. Breva will give transition notice where lawful and practicable. Neither party may withhold client-owned records or impede a permitted provider change to secure a commission or unrelated fee.

8. Insurance

8.1 Independent migration work. Before independent ledger migration and while performing it, Advisor must maintain professional-liability/errors-and-omissions insurance of at least $1,000,000 per claim and in the annual aggregate, covering the relevant accounting and migration services. Breva may approve a specific written exception stating its scope, conditions and duration; no exception authorizes unlicensed or unqualified practice. Enrollment, basic certification and non-migration activity do not themselves require this insurance.

8.2 Evidence and changes. Provide a certificate or other reasonable coverage evidence before authorization and at renewal or reasonable request. For claims-made coverage, maintain continuity and a retroactive date covering the work undertaken. Notify Breva promptly of cancellation, lapse or a material reduction and stop new independent migrations until coverage or a written exception is restored. Insurance is not a guarantee that every claim is covered and does not alter the liability allocation in this Agreement.

9. Suspension, termination and transition compensation

9.1 Ordinary termination and breach. The Agreement continues until either party gives 30 days' written notice of termination. Either may terminate for a material breach not cured within 14 days after notice reasonably describing it. An incurable material breach may be terminated immediately by written notice. Breva may immediately suspend only the access, registrations, credentials or workflows reasonably affected by fraud, a material security/integrity risk, unlawful activity, unauthorized professional work or false certification. It must identify the reason and available remediation, unless law or an active security investigation prevents immediate detail, and review restoration promptly. A provisional allegation is not automatic forfeiture of valid earned compensation.

9.2 Effect and accrued rights. After the effective termination date, no new registrations or public representation of current Program affiliation is allowed; cease Program mark use, subject to orderly correction of existing materials. Preserve client data, deliver client-owned records and cooperate in a reasonable, client-directed handover. Client software subscriptions do not automatically terminate with the Program relationship. Earned lawful shares and later collections attributable to eligible pre-termination service periods remain payable under Section 3. Annual prepaid amounts relating to later ineligible periods are not earned merely because the money arrived before termination. Unrelated undisputed amounts may not be held to compel a release.

9.3 Limited without-cause transition. Only if Breva terminates without cause, including ending the Program, Advisor may continue to earn the same share for up to 90 calendar days after effective termination on accounts approved and eligible immediately before termination. No new client account qualifies during this period. The client must continue to authorize Advisor's actual service; applicable certification, legality, payment and other eligibility conditions must remain satisfied. Program termination alone does not invalidate attribution or otherwise-current certification for this calculation. Any transitional access must remain specifically authorized and secure, without public claims of continuing Program membership. If a client stops service or another condition fails earlier, its share ends then. Prorate the final eligible period; later collections for that period remain payable. There is no further or perpetual tail, and no tail for Advisor's voluntary termination or Breva's valid for-cause termination.

9.4 Account changes, survival and disputes. Changes of advisor, sponsorship, client cancellation, renewal and certification status affect only the relevant accounts and service periods as stated above. No automatic transfer of compensation follows a client or individual moving firms. Obligations concerning accrued payment, permitted records, confidentiality/data protection, accrued claims, indemnities, liability, dispute resolution and other provisions intended by their nature to survive remain effective. Confidentiality continues for three years after termination; trade secrets and protected client/personal data remain protected for as long as their nature or law requires.

10. Responsibilities, warranties and third-party claims

10.1 Express responsibilities and limits. Each party warrants its authority to enter the Agreement and will perform its express obligations with reasonable skill and care, within applicable law. Advisor warrants it has the permissions and competence required for its services. Breva's express duties to provide agreed Program benefits, pay earned shares, protect information and perform agreed technical support are not waived. Except for express promises in this Agreement or a separate applicable subscription contract, no additional warranty of merchantability, fitness for a particular purpose or noninfringement is given to the maximum lawful extent. Certification is a product/workflow credential, not an audit, professional license, quality guarantee or assurance of financing. Neither party guarantees a sales result, uninterrupted third-party service or the accuracy of unreconciled data or unreviewed automated outputs.

10.2 Advisor indemnity. Advisor will defend Breva and its officers, directors and personnel against a third-party claim to the extent caused by Advisor's or its personnel's negligent professional services, unauthorized client-data processing, material violation of law or this Agreement, misleading claims or misuse of marks. Advisor will pay resulting damages finally awarded, approved settlements and reasonable defense costs. Advisor is not responsible under this indemnity for the portion caused by Breva's breach, negligence or misconduct.

10.3 Breva indemnity. Breva will defend Advisor and its personnel against a third-party claim to the extent caused by Breva's material violation of its confidentiality/data-security duties or law, or alleging that unmodified Breva software or marks, used as authorized in the United States, infringe that third party's U.S. intellectual-property rights. Breva will pay resulting damages finally awarded, approved settlements and reasonable defense costs. The IP obligation excludes claims caused by unauthorized modifications, combinations not supplied or approved by Breva, infringing client/Advisor content, or use after Breva provides a noninfringing replacement and reasonably requests cessation. Breva may procure rights, modify or replace the affected item without materially reducing agreed functionality, or discontinue it and refund applicable unused prepaid software fees under the relevant client contract. Advisor does not receive its client's refund or lose previously earned lawful shares solely because of an IP claim.

10.4 Defense procedure. The protected party must give prompt notice, reasonable cooperation at the defending party's expense, and control of the defense to competent counsel chosen by the defending party. Late notice excuses responsibility only to the extent of actual prejudice. The protected party may participate at its own cost, or at the defending party's reasonable cost where a genuine conflict requires separate counsel. No settlement may admit fault, impose nonmonetary duties or require an uninsured payment by the protected party without its consent, not unreasonably withheld. If a party fails to defend after reasonable notice, the other may defend reasonably and recover covered costs. These indemnities are subject to Section 11 and do not shift responsibility for the protected party's own fault.

11. Limitations of liability

11.1 Ordinary cap. Except as stated below, each party's aggregate liability arising from this Agreement, under any legal theory, will not exceed the greater of $10,000 or the total Program revenue shares paid or payable to Advisor for the 12 months preceding the first event giving rise to the claim (the "Base Cap"). Related events are one claim for this purpose. Client-paid subscriptions and Advisor's professional fees are not added to the Program share measure. This cap concerns claims between Breva and Advisor, not rights of clients under their separate contracts.

11.2 Higher cap and exclusions. For breach of confidentiality, data-protection/security duties, or indemnity obligations under Section 10, the applicable aggregate cap is the greater of $100,000 or twice the Base Cap, instead of the Base Cap. These caps are not cumulative. Neither cap limits an obligation to pay properly earned shares, refund an established overpayment, liability arising from fraud, willful misconduct or gross negligence, or liability that applicable law does not permit to be limited. Insurance limits neither increase nor reduce these contractual caps.

11.3 Types of loss. To the extent lawful, neither party is liable to the other for indirect, special, exemplary or consequential damages or lost anticipated profits or opportunities. This exclusion does not bar the uncapped matters in Section 11.2, amounts payable to third parties under a covered indemnity, or reasonable direct costs to restore affected data, investigate/contain an incident and provide required notices or legally required remediation, which remain subject to the applicable cap. Earned revenue shares are payment obligations, not excluded anticipated profits. Each party must take reasonable steps to mitigate loss and may not recover the same loss twice under overlapping agreements. Either may seek appropriate equitable relief from a competent court, subject to ordinary legal requirements.

12. Notices, New York law and courts

12.1 Notice details. Notices to Breva must be addressed to Charles Inokon, CEO, Cadence Financial Group, Inc. d/b/a Breva, 119 West 24th Street, New York, NY 10011, or partnerships@breva.ai. Notices to Advisor use its address or notice email in the Enrollment Agreement, as properly updated. A party may update its notice details by written notice, not merely by changing a website. Security incidents also use Section 6.4. Routine product messages are not substitutes for required legal notices.

12.2 Delivery. Written notices may be sent by email, personal delivery or tracked courier/certified mail. Email is effective the next business day after transmission if no delivery-failure message is received; postal/courier notice is effective on documented receipt or refused delivery. The sender must reasonably verify the correct notice address. A business day excludes Saturdays, Sundays and New York bank holidays. All other day periods are calendar days. These methods are for contractual notice and do not replace legally required service of court process.

12.3 Law and forum. New York law governs this Agreement without its conflict-of-laws rules. Each party consents to exclusive jurisdiction and venue in state and federal courts sitting in New York County, New York, subject to subject-matter jurisdiction. No arbitration requirement in another Breva document applies to Program disputes between Breva and Advisor. Neither a client nor a regulator is bound by this provision merely because a firm joins the Program. A good-faith discussion between designated business representatives is encouraged before suit but does not delay urgent relief, mandatory reporting or a limitations deadline.

13. Changes, assignment and general provisions

13.1 Versioning and affirmative changes. Breva will retain an accessible archive of accepted versions. Material revisions to these Terms require at least 30 days' advance written notice describing the changes and Advisor's affirmative electronic or signed acceptance before becoming binding; silence, a website visit or failure to object is not acceptance. The previously accepted terms govern until acceptance or proper termination. Any change to the signed Enrollment Agreement, including its rate, revenue base, account eligibility, settlement/tail rights, insurance threshold or dispute framework, requires express agreement by authorized representatives of both parties. Breva may not circumvent that requirement through revised definitions, operational rules or a linked document. Non-substantive corrections may be notified without a new signature. No change retrospectively reduces earned lawful amounts.

13.2 Safety updates. Breva may apply reasonable immediate protective restrictions and targeted training under Sections 2 and 9 when needed for security, law or ledger integrity. Such actions do not silently amend economic terms, create a new fee, waive accrued payments or replace the required amendment process. Changes to a client's product plan or data-processing agreement follow that client's own valid acceptance procedure; they do not create additional Program compensation without eligibility.

13.3 Assignment and subcontracting. Neither party may assign this Agreement without the other's prior written consent, not unreasonably withheld, except to a successor in a merger, reorganization or sale of substantially all the relevant business/assets that assumes the obligations in writing. Give prompt notice of a permitted transfer; it does not reset or reduce accrued rights. Credentials remain personal, and changed personnel or ownership may require a reasonable qualification and security review. Advisor may use qualified personnel only within approved scope and client authorization, remains responsible for their work and cannot sell or sublicense Program status.

13.4 General. The Agreement is the entire agreement on the Program and supersedes prior Program discussions and proposals. No waiver is effective unless in writing; a delayed remedy is not a permanent waiver. An unenforceable provision will be limited to the lawful extent, with the remainder preserved, unless the essential bargain cannot remain effective. There are no third-party beneficiaries except persons expressly protected by Section 10; client ownership and regulatory rights are not waived. Each party bears its ordinary legal costs except under indemnities or applicable law. Events beyond reasonable control excuse only affected performance while reasonably mitigated and promptly notified, not earned payment obligations, avoidable security failures or required protection of records. Electronic signatures and counterparts are effective. Certification notices, account approvals and ordinary administration may use authorized email; they may not amend the signed commercial deal by implication.