This Bookkeeping and Accounting Services Agreement (the "Agreement") is entered into by and between Reconciled, A Venning Firm, operated by Reconciled It, Inc. and Venning Services LLC (collectively "Reconciled, A Venning Firm," "we," "us," or "our"), and the Client identified in the applicable order form or proposal ("Client," "you," or "your").

Our services are performed in accordance with the American Institute of Certified Public Accountants' (AICPA) Statements on Standards for Consulting Services. This Agreement, together with any exhibits or order forms incorporated herein, constitutes the complete and exclusive understanding between the parties.

Section 1. Description of Services

Reconciled, A Venning Firm shall perform the bookkeeping and accounting services described in the applicable order form or Exhibit A (the "Services"). Services will be performed in a professional and workmanlike manner consistent with AICPA professional standards and applicable federal and state law.

Our Services will also cover responses to routine questions and preliminary research, which may be billed separately. Our responsibility extends only to the periods covered under this Agreement and will not apply to subsequent periods for which we are not engaged. While performing Services, we may identify additional financial reporting obligations; we will discuss these with you, but will not be responsible for them unless separately agreed to in writing.

Section 2. Term and Renewal

The term of this Agreement commences on the date set forth in the applicable order form or proposal (the "Commencement Date") and continues until the end date specified therein (the "Initial Term"), unless earlier terminated in accordance with Section 7.

This Agreement will automatically renew for successive terms equal in length to the Initial Term unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. Regardless of the length of the Initial Term or any renewal term, Reconciled, A Venning Firm may adjust the monthly Service Fee once every twelve (12) months by between 3% and 9% as an inflationary adjustment, effective upon written notice to Client ("Annual Inflationary Increase"). For multi-year agreements, such increases will be applied on each anniversary of the Commencement Date. Fee increases exceeding 9% in any twelve-month period will be communicated to Client at least thirty (30) days in advance, and Client's continued engagement following the effective date of such increase constitutes acceptance.

Section 3. Fees and Payment

3.1 Service Fees

Client agrees to pay the monthly Service Fee set forth in the applicable proposal or order form. The monthly Service Fee is an all-inclusive fee that incorporates professional service fees as well as a technology and administrative allocation covering overhead and technology costs; no separate technology or administrative fee will be added on top of the stated monthly Service Fee. Service Fees are due and payable by the 1st day of each month.

3.2 Out-of-Pocket and Additional Expenses

The monthly Service Fee covers all standard professional and technology costs associated with the Services. Separately billable out-of-pocket items not included in the monthly Service Fee (e.g., travel, third-party filing fees, or extraordinary research costs) will be itemized and added to the next monthly invoice following the period in which they were incurred. Statements of work for such items are available upon request.

3.3 Invoice Disputes

If Client disputes any fees or expenses on an invoice, Client must notify Reconciled, A Venning Firm in writing within ten (10) days of receipt of the invoice. Failure to notify within this period constitutes a waiver of any dispute as to that invoice.

3.4 Late Payment and Default

Invoices are due upon presentation. If any invoice remains unpaid for more than thirty (30) days, Reconciled, A Venning Firm reserves the right to suspend Services until all outstanding amounts are paid in full. Amounts past due sixty (60) days from the invoice date will accrue a finance charge of 1% per month (or the maximum rate permitted by law, if less).

Nonpayment constitutes a material breach of this Agreement. In the event of nonpayment, Reconciled, A Venning Firm may terminate this Agreement and seek recovery of the full amount due for the remainder of the then-current term. Client is responsible for all reasonable costs of collection, including attorneys' fees; provided that attorneys' fees shall not exceed one-third (1/3) of the outstanding balance owed.

3.5 Past Due Balances

Prior to commencement of any Services, all past due balances must be paid in full. Reconciled, A Venning Firm shall not be responsible for any impact on Client resulting from delays caused by Client's failure to pay.

Section 4. Client Responsibilities and Cooperation

Client's management is responsible for the proper recording of transactions, safeguarding of assets, and substantial accuracy of financial records. Client will designate a qualified and competent member of management to oversee the Services and to evaluate adequacy of scope and results.

Client must provide all information, approvals, and assistance reasonably requested by Reconciled, A Venning Firm on a timely basis. Client must respond to all organizers, questionnaires, and information requests completely and accurately. If Client fails to respond, Reconciled, A Venning Firm may use alternative procedures to obtain necessary information and will not be responsible for errors or omissions that would have been avoided by timely Client cooperation.

Reconciled, A Venning Firm shall be entitled to rely on the accuracy, completeness, and reliability of all information and approvals provided by Client. Client is solely responsible for applying independent business judgment to Reconciled, A Venning Firm's work product and for all implementation decisions. Unless otherwise specified herein, Client is responsible for obtaining any third-party permissions, licenses, or approvals required for Reconciled, A Venning Firm to perform the Services.

Section 5. Confidentiality

Reconciled, A Venning Firm will not disclose Client's proprietary or confidential information to any third party without Client's consent, except: (a) as required by law, regulation, judicial or administrative process, or applicable professional standards; (b) to the extent such information becomes publicly available other than through a breach by Reconciled, A Venning Firm; (c) is disclosed by Client to a third party without substantially equivalent restrictions; (d) becomes available to Reconciled, A Venning Firm from a non-confidential source not bound by confidentiality obligations to Client; or (e) is independently developed by Reconciled, A Venning Firm without reference to Client's confidential information.

To the extent information obtained from Client constitutes protected health information under HIPAA, this Agreement incorporates all terms required by HIPAA for a business associate contract.

Reconciled, A Venning Firm may use aggregated, de-identified confidential information to develop, enhance, or improve its technologies, tools, and service offerings, provided that no such use or disclosure will permit Client to be identified by third parties without Client's prior written consent.

Reconciled, A Venning Firm may share Client information with its affiliates, subcontractors, and professional advisors as necessary to perform Services, provided such parties are bound by confidentiality obligations at least as protective as those set forth herein.

The obligation to protect Confidential Information survives termination of this Agreement and continues indefinitely. Upon termination, Reconciled, A Venning Firm will return or destroy Client documents containing Confidential Information upon written request, subject to applicable professional document retention requirements.

Section 6. Data Access and Cloud Storage

If Client requests Reconciled, A Venning Firm to access information in cloud-based or web-hosted storage (e.g., Google Drive, Dropbox, iCloud, or similar services) ("Cloud Storage"), Client warrants it has authority to provide such access and that doing so complies with all applicable laws and third-party obligations.

Client acknowledges that confidentiality of information transmitted via unencrypted internet channels cannot be guaranteed and agrees that any breach of confidentiality occurring thereby shall not constitute a breach of Reconciled, A Venning Firm's obligations under this Agreement. Client is responsible for the actions of its employees, representatives, and agents in connection with any information portal or delivery system established by Reconciled, A Venning Firm and must promptly notify Reconciled, A Venning Firm in writing of any changes in authorized portal access.

Section 7. Termination

7.1 Termination for Cause

Either party may terminate this Agreement if the other party commits a material breach and fails to cure such breach within ten (10) days after receiving written notice describing the breach in reasonable detail. Notwithstanding the foregoing, Reconciled, A Venning Firm may terminate this Agreement immediately, without notice or cure period, if: (i) Client becomes subject to any voluntary or involuntary bankruptcy, insolvency, reorganization, or liquidation proceeding, a receiver is appointed, or Client makes an assignment for the benefit of creditors; (ii) Client ceases to operate as a going concern; (iii) Reconciled, A Venning Firm reasonably believes fraud may be occurring; (iv) Client engages in conduct that Reconciled, A Venning Firm, in its reasonable discretion, deems unacceptable or harmful to its reputation or personnel; or (v) Client's financial condition warrants early termination in Reconciled, A Venning Firm's reasonable discretion.

7.2 Termination for Convenience

Either party may terminate this Agreement for any reason by providing at least thirty (30) days' prior written notice to the other party.

7.3 Effect of Termination

Upon termination for any reason, all fees accrued through the termination date, plus any applicable interest, costs, and attorneys' fees, are immediately due and payable. In the event of termination due to Client's material breach or nonpayment, Reconciled, A Venning Firm may seek recovery of the full amount due for the remainder of the then-current term. Provisions of this Agreement that by their nature should survive termination shall survive, including but not limited to Sections 3, 5, 8, 9, 10, 11, and 12.

Section 8. Limitation of Liability and Indemnification

8.1 Liability Cap

Reconciled, A Venning Firm's total aggregate liability arising out of or relating to the Services, deliverables, or this Agreement shall in no event exceed the total fees paid by Client to Reconciled, A Venning Firm for the specific portion of the work giving rise to such liability during the twelve (12) months immediately preceding the claim.

8.2 Exclusion of Consequential Damages

In no event shall Reconciled, A Venning Firm be liable for any special, indirect, incidental, consequential, punitive, or exemplary damages, including but not limited to lost profits, tax penalties, interest, or lost business opportunity, even if advised of the possibility of such damages. This limitation applies to the fullest extent permitted by applicable law.

8.3 Client Indemnification

Client shall indemnify, defend, and hold harmless Reconciled, A Venning Firm and its partners, principals, employees, affiliates, and subcontractors from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) Client's misrepresentations or provision of false, incomplete, or inaccurate information; (ii) third-party reliance on Reconciled, A Venning Firm's work product or deliverables; or (iii) Client's breach of this Agreement. This indemnification survives termination.

8.4 Reliance on Client Information

Client releases Reconciled, A Venning Firm from liability for any errors or omissions attributable to inaccurate, incomplete, or untimely information provided by Client or Client's agents.

Section 9. Legal and Regulatory Matters

Reconciled, A Venning Firm may communicate changes in laws or regulations to Client from time to time; however, Reconciled, A Venning Firm does not undertake an obligation to advise Client of changes in laws, regulations, industry conditions, or Client's own business practices, except as required by applicable professional standards. Conclusions expressed in deliverables are based on law as of the date of Service and will not be updated unless Client separately engages Reconciled, A Venning Firm to do so.

The Services and this Agreement do not constitute legal or investment advice. Client is encouraged to retain independent legal counsel and investment advisers. If Reconciled, A Venning Firm is required to provide information or documents in connection with a legal or administrative proceeding in which it is not a party, Client agrees to compensate Reconciled, A Venning Firm for its time and reasonable out-of-pocket expenses (including legal fees) incurred in complying with such request.

Section 10. Non-Solicitation of Personnel

During the term of this Agreement and for a period of one (1) year following its expiration or termination, Client agrees not to directly or indirectly solicit, recruit, induce, or hire any employee or independent contractor of Reconciled, A Venning Firm, whether or not such individual worked on Client's account.

If Client hires any Reconciled, A Venning Firm employee or contractor in violation of this Section, Client shall pay a placement fee equal to one hundred percent (100%) of that individual's then-current annual compensation, due within ten (10) days of written demand. Nothing herein limits Reconciled, A Venning Firm's right to seek injunctive or other equitable relief.

Section 11. Use and Reliance of Work Product

Reconciled, A Venning Firm's workpapers and documentation constitute its confidential and proprietary information. Client's use of deliverables or work product is limited to their stated purpose and is for Client's sole internal use. No third party may rely on Reconciled, A Venning Firm's work product or deliverables for any purpose, and this Agreement creates no privity between Reconciled, A Venning Firm and any third party.

The conclusions in Reconciled, A Venning Firm's deliverables are based on facts and information presented by Client. If actual facts differ, conclusions may not be applicable. Any advice or information provided orally or in the body of an email (as opposed to a formal memorandum) is preliminary in nature. Client assumes all risk associated with relying on oral or email communications rather than requesting formal written advice.

Section 12. Dispute Resolution

Except as set forth in Section 10 (Non-Solicitation), any dispute, controversy, or claim arising out of or relating to this Agreement or its breach shall be resolved by binding arbitration before a single arbitrator conducted in Burlington, Vermont in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect.

Any arbitration award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Arbitration costs shall be borne equally unless the arbitrator determines a different allocation is more equitable. If either party fails to proceed with arbitration as provided herein, or fails to comply with any arbitration award, the other party is entitled to recover its costs and reasonable attorneys' fees incurred in compelling arbitration or enforcing the award.

ACKNOWLEDGMENT OF ARBITRATION: By signing the applicable order form or agreement, each party acknowledges that it is waiving the right to a jury trial and the right to bring a lawsuit in court with respect to any matter covered by this arbitration agreement.

Section 13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Vermont, without giving effect to conflict of laws principles that would require application of any other law, except to the extent such laws are inconsistent with applicable Federal Securities Laws, rules, and regulations. In any proceeding to compel or enforce arbitration, the prevailing party is entitled to an award of its reasonable attorneys' fees and costs through all appeals.

Section 14. Third-Party Service Providers

Reconciled, A Venning Firm may engage affiliates, subsidiaries, contractors, and cloud-based service providers (each, a "Subcontractor"), including parties outside the United States, to assist in performing the Services or for internal administrative and regulatory compliance purposes. Client consents to the sharing of confidential information with such Subcontractors as necessary. Reconciled, A Venning Firm will maintain policies and safeguards to protect Client information and will remain responsible for Subcontractor performance as set forth herein.

Section 15. Client Due Diligence

As a matter of firm policy, Reconciled, A Venning Firm conducts due diligence and background checks on prospective and existing clients. The terms of this engagement are contingent upon the satisfactory completion of these procedures. Reconciled, A Venning Firm reserves the right to withdraw from or decline any engagement if information deemed adverse comes to its attention.

Section 16. General Provisions

(a) Force Majeure: Reconciled, A Venning Firm shall not be liable for any delay or failure in performance due to causes beyond its reasonable control, including acts of God, natural disasters, pandemics, government actions, or failures of third-party systems.

(b) No Third-Party Beneficiaries: This Agreement is solely for the benefit of Client and Reconciled, A Venning Firm. No third party shall have any rights under this Agreement.

(c) No Public Announcements: Client shall not make any public announcement regarding this Agreement or disclose its terms without Reconciled, A Venning Firm's prior written consent, unless required by applicable law.

(d) Independent Contractors: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or fiduciary relationship.

(e) Assignment: Client may not assign this Agreement without Reconciled, A Venning Firm's prior written consent. Reconciled, A Venning Firm may assign this Agreement upon written notice to Client.

(f) Severability: If any provision of this Agreement is held invalid or unenforceable, all other provisions remain in full force and effect.

(g) Entire Agreement: This Agreement supersedes all prior agreements and understandings relating to its subject matter. It may not be amended except by a written instrument signed by both parties.

(h) Counterparts: This Agreement may be executed in counterparts, including electronic, scanned, or emailed copies, each of which shall constitute an original.

(i) Statute of Limitations: No action or claim arising out of or relating to the Services or this Agreement may be brought by Client more than one (1) year after the date the last Service was provided under this Agreement.

(j) Affiliates and Related Parties: Where Reconciled, A Venning Firm's work pertains to Client's affiliates, subsidiaries, or related entities, Client shall obtain written confirmation of such parties' agreement to be bound by the terms of this Agreement.

Section 17. Notices

All notices under this Agreement must be in writing and delivered to Reconciled, A Venning Firm c/o Venning, 200 E Las Olas Blvd FL 14, Fort Lauderdale, FL 33301, or to Client at the address set forth in the applicable order form. Notices shall be deemed delivered upon personal delivery, one (1) business day after overnight courier or email, or four (4) business days after certified mail.

Section 18. Tax Services

The below is only applicable for tax services.

Where tax preparation or filing services are included in the applicable order form, the following additional terms apply. Reconciled, A Venning Firm will prepare applicable federal, state, and local tax returns based solely on information provided by Client. Client is responsible for the accuracy and completeness of all information provided for tax purposes. Reconciled, A Venning Firm will not audit or independently verify such information unless separately engaged to do so.

Client agrees to review all tax returns prior to filing and is solely responsible for the decision to file. Any penalties, interest, or assessments arising from information provided by Client shall be Client's sole responsibility. Reconciled, A Venning Firm shall not be liable for any tax authority examination, audit, or adjustment unless resulting from Reconciled, A Venning Firm's gross negligence or willful misconduct.

Where tax services include a multi-year engagement, the Annual Inflationary Increase described in Section 2 applies on each anniversary of the Commencement Date. Extensions filed on Client's behalf do not constitute completion of Services; fees remain due during any extension period. Client must notify Reconciled, A Venning Firm of any correspondence received from a taxing authority within five (5) business days of receipt. Representation before taxing authorities in connection with an examination or audit is not included in this Agreement unless separately agreed to in writing.

Reconciled, A Venning Firm | c/o Venning, 200 E Las Olas Blvd FL 14, Fort Lauderdale, FL 33301

These terms are available online at www.venningadvisors.com/terms-reconciled