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HomeMy WebLinkAbout8292 - Contract Executed DocuSign Transmittal Coversheet File Name Purchasing Contact Docusign Envelope ID: E55BFAAD-2A2E-84C4-822B-F98753D59D7A Kayla Clark 8292 Filing Services SIMPLIFILE MASTER SERVICES AGREEMENT This Agreement is between Simplifile and the customer identified on this cover page. Capitalized terms used in this Agreement but not immediately defined have the meanings given to them in the “Definitions” section below. Each individual below represents that they have the authority to bind their respective entity named below. Throughout this Agreement, any reference to “Customer” shall include not only Customer but also any Affiliate. For the avoidance of doubt, Simplifile is an Affiliate of ICE Mortgage Technology, Inc. (“ICE MT”), and where certain links to ICE MT websites are incorporated into this Agreement, any references to ICE MT therein shall be read as Simplifile in the context of this Agreement and the Services provided hereunder (no contract is made hereunder between ICE MT and Customer). EFFECTIVE DATE: July 29, 2026 SIMPLIFILE LC CITY OF DENTON, TEXAS Signature: __________________________ Signature: ______________________________ Printed Name: _______________________ Printed Name: ___________________________ Title: ______________________________ Title: __________________________________ Date: ___________________ Date: ______________________ Address: 5072 North 300 West Address: ______________________________ Provo, UT 84604 ______________________________ Docusign Envelope ID: E55BFAAD-2A2E-84C4-822B-F98753D59D7A Gregory Yeager Vice President 7/20/2026 Buyer Kayla Clark 901 B Texas St Denton, TX 76209 7/21/2026 Version: 1/12/26 2 1. SIMPLIFILE RESPONSIBILITIES 1.1 Provision of Services. Simplifile will, during the term set forth on the applicable Service Addendum (a) make the Services available to Customer under this Agreement; (b) provide the Professional Services to Customer under this Agreement, (c) provide standard technical support for the Services to Customer at no additional charge as described in the Technical Support Addendum at https://mortgagetech.ice.com/agreements (and/or upgraded technical support, if purchased, as set forth in the applicable Service Addendums); and (d) comply with the Service Level Addendum at https://mortgagetech.ice.com/agreements. 1.2 Protection of Customer Data. Simplifile has established and will maintain an information security program that is consistent with Section 501(b) of the GLBA and the Safeguards Rule, and will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Data in accordance with Section 501(b) of the GLBA and the Safeguards Rule, to the extent applicable. These safeguards are designed to achieve the following objectives in accordance with Section 501(b) of the GLBA and the Safeguards Rule: (a) to protect the security and confidentiality of Customer Data; (b) to protect against any anticipated threats or hazards to the security or integrity of Customer Data; (c) to protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to Customer’s customers; (d) to implement and maintain an incident response program; and (e) to properly dispose of Customer Data. If unauthorized access to or disclosure of Customer Data maintained by or on behalf of Simplifile occurs, Simplifile will, if legally able to do so, promptly report to Customer regarding the nature and extent of the information security incident and the corrective action taken by Simplifile in response. The parties acknowledge that at all times Customer is the controller of Customer Data and Simplifile is a service provider with respect to Customer Data. 1.3 Customer Documentation Rights. In order to assist Customer’s review of Simplifile’s performance under this Agreement, upon Customer’s request, and at no charge to Customer, Simplifile will provide its then-standard due diligence documentation to Customer or a Simplifile-approved third party working on behalf of Customer either electronically or for review on-site, including, for example, current copies of: (a) Simplifile’s information security program and policies; (b) Simplifile’s relevant business continuity policies; (c) relevant Audit Reports; (d) Simplifile’s relevant disaster recovery policies and summary test results; and (e) relevant third party summary penetration testing results. In addition, upon request, Simplifile will make current copies of relevant Audit Reports available to Customer’s regulators and will cooperate in a commercially reasonable and timely manner with requests by Customer’s regulators for other documentation in connection with audits of Customer during the term of this Agreement. Furthermore, Simplifile is a “significant service provider” and its performance of the Services may be subject to information technology examinations and oversight by one or more member agencies of the Federal Financial Institutions Examination Council, and reports that are generated by such examinations are available to Customer through Customer’s regulators during the term of this Agreement. 1.4 Customer Site Visits. Customer or a Simplifile-approved third party working on behalf of Customer may visit Simplifile’s corporate offices at its own expense no more than once annually during regular business hours for the purposes of meeting with Simplifile management and participating in a due diligence assessment covering Simplifile’s policies, procedures, and processes relevant to the performance of Simplifile’s obligations under this Agreement. Unless otherwise required by law, this assessment right is subject to the following conditions: (a) Customer’s visit must be during one of Simplifile’s client assessment summits (which will be offered at Simplifile’s corporate offices or virtually in Simplifile’s sole discretion), which include multi-customer presentations related to Simplifile’s operations, general control environments, and management of information systems, and which are held on dates determined by Simplifile, (b) Customer’s attendance at a specific client assessment summit is subject to availability, (c) Customer may not view materials or information pertaining to other Simplifile customers, and (d) any access to Simplifile facilities will include supervision by Simplifile Personnel. During the client assessment summit, Simplifile will (i) provide Customer with access to certain documentation related to the Services which may not otherwise be provided in standard due diligence; and (ii) respond to Customer’s commercially reasonable questions regarding the Services. 1.5 Backups; Disaster Recovery; Business Continuity. All Customer Data submitted to the Services is locally backed up and automatically replicated on a regular basis. The Services utilize secondary facilities that are geographically diverse from their primary data centers in the event Simplifile production facilities at the primary data centers are rendered unavailable by a significant event. Simplifile has (a) disaster recovery plans in place with at least the following Docusign Envelope ID: E55BFAAD-2A2E-84C4-822B-F98753D59D7A Version: 1/12/26 3 target recovery objectives: (i) restoration of the Service (recovery time objective) within 24 hours after the confirmation of a disaster, and (ii) maximum Customer Data loss (recovery point objective) of 15 minutes; and (b) business continuity plans in place including a crisis management plan and pandemic plan, with both (a) and (b) tested in accordance with Simplifile’s annual test plan. 1.6 Data Center Location. The data centers used to host the Services and store Customer Data will be located in the United States and may include the use of a public-cloud provider such as Amazon Web Services. 1.7 Simplifile Personnel. Simplifile will be responsible for the performance of its Personnel and their compliance with Simplifile’s obligations under this Agreement. If any Simplifile Personnel need to access Customer Confidential Information (including, for the avoidance of doubt, Customer Data) or Customer’s premises in order for Simplifile to provide the Services or Professional Services, then all such Simplifile Personnel will have passed background checks in accordance with Simplifile’s reasonable employment procedures. 1.8 Subcontractors. Simplifile has established and will maintain a commercially reasonable third-party risk management program that governs the selection, contracting, and ongoing monitoring procedures for Simplifile’s Subcontractors. Simplifile will be responsible for the performance of any Subcontractor and its compliance with Simplifile’s obligations under this Agreement. Subcontracting will not relieve Simplifile of any of its obligations under this Agreement. Any Subcontractor with access to Customer Confidential Information (including, for the avoidance of doubt, Customer Data) will be subject to a written agreement with Simplifile that contains provisions relating to information security and confidentiality at least as restrictive as those contained in this Agreement. Simplifile will confirm its material Subcontractors upon request, with the current listing located at https://mortgagetech.ice.com/material-subcontractors. 2. USE OF SERVICES 2.1 End-User Limits. A Service may not be accessed by anyone other than an authorized End-User. Simplifile reserves the right to restrict End-User access to the Services from IP addresses located in certain countries for security purposes, as determined in Simplifile’s reasonable discretion. 2.2 Customer Responsibilities. Customer will (a) be responsible for End-Users’ compliance with this Agreement; (b) obtain all rights necessary to provide Customer Data to Simplifile and authorize Simplifile to use Customer Data in accordance with this Agreement; (c) be responsible for the accuracy of Customer Data; (d) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, including by maintaining the confidentiality of license code keys and user IDs and passwords, and notify Simplifile promptly of any such unauthorized access or use; (e) use the Services only in accordance with this Agreement, Documentation, and applicable laws and government regulations; (f) apply at least industry standard security measures to Customer’s systems and networks used to access the Services; (g) satisfy all Simplifile system requirements to use the Services as posted in the Simplifile Resource Center, as may be modified from time to time, the current version of which is located at https://help.icemortgagetechnology.com/support- hub/compatibility/matrix.htm; (h) test the Services after any new Configurations or Improvements are deployed; and (i) inspect all Output. 2.3 Usage Restrictions. Customer will not (a) make any Service available to, or use any Service for the benefit of, anyone other than Customer or End-Users, unless expressly stated otherwise in a Service Addendum or the Documentation; (b) sell, resell, license, white-label, sublicense, distribute, make available, rent, or lease any Service unless expressly stated otherwise in a Service Addendum, or include any Service in a service bureau or outsourcing offering; (c) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (d) use a Service to store or transmit Malicious Code; (e) tamper with, interfere with, or disrupt the integrity or performance of any Service or third-party data contained therein (including any action that (i) imposes an unreasonable load on Simplifile infrastructure, (ii) breaches or bypasses any Simplifile security or authentication measures, (iii) accesses, searches, or creates accounts for the Services by any means other than Simplifile’s supported interfaces, or (iv) probes, tests, or scans the vulnerability of any Service or its related systems or networks); (f) attempt to gain unauthorized access to any Service or its related systems or networks; (g) permit direct or indirect access to or use of any Service in a way that circumvents a contractual usage limit, or use any Service to access or use any Simplifile Intellectual Property Rights except as permitted under this Agreement or the Documentation; (h) copy a Service or any part, feature, function, or user interface thereof; (i) access any Service to build a competitive product or service or to benchmark Docusign Envelope ID: E55BFAAD-2A2E-84C4-822B-F98753D59D7A Version: 1/12/26 4 with a non-Simplifile product or service; or (j) reverse engineer any Service (to the extent such restriction is permitted by law); or (k) use the Services to create, receive, maintain, store, process, or transmit payment card data, including credit card or debit card numbers. Upon request, Customer will certify to Simplifile that it is complying with the foregoing restrictions and respond to reasonable requests by Simplifile to verify such compliance. Customer’s intentional violation of the foregoing, or any use of the Services in breach of this Agreement or the Documentation by Customer that in Simplifile’s reasonable judgment imminently threatens the security, integrity, or availability of Simplifile’s services, may result in Simplifile’s immediate suspension of the Services until the underlying cause is remedied. Simplifile will use commercially reasonable efforts under the circumstances to provide Customer with an opportunity to remedy such violation or threat before any such suspension. 3. USE OF PROFESSIONAL SERVICES 3.1 Simplifile Project Team. Simplifile will have sole discretion over which Simplifile Personnel will perform the Professional Services; provided, however, that if Customer requests specific Simplifile Personnel, then Simplifile will use commercially reasonable efforts to accommodate such request. Simplifile will cooperate with Customer in removing from performance of the Professional Services and replacing in a timely manner any of Simplifile’s Personnel with whom Customer reasonably objects based on their technical and professional skills and experience. Simplifile Personnel providing Professional Services on Customer's premises will abide by all reasonable instructions, security procedures, and applicable privacy and data security requirements of Customer, provided they are made available to Simplifile a reasonable period before such onsite. 3.2 Customer Participation. Customer will cooperate reasonably and in good faith with Simplifile in Simplifile’s performance of Professional Services, including by (a) providing timely decisions and approvals reasonably necessary to enable Simplifile to perform the Professional Services; (b) allocating sufficient resources and Customer Personnel as reasonably necessary to enable Simplifile to perform the Professional Services; (c) timely performing any tasks reasonably necessary to enable Simplifile to perform the Professional Services; (d) providing Simplifile such office space, computer resources, materials, facilities and other support reasonably necessary to enable Simplifile to perform the Professional Services; and (e) promptly responding to Simplifile’s reasonable requests for information, input, testing, direction, or assistance with Customer’s computer systems and environment. If delays in the performance of Professional Services are caused by Customer, Simplifile will use commercially reasonable efforts to mitigate any delays, including notifying Customer’s project contact by email; provided, however, that if Customer continues to delay, Simplifile may suspend the performance of the Professional Services without liability until Customer complies with this “Customer Participation” section. 3.3 Ownership and License. Simplifile owns all right, title, and interest in and to Simplifile Work Product. Simplifile grants to Customer a non-transferable, non-exclusive, worldwide, and royalty-free license to access and use the Simplifile Work Product that Simplifile provides to Customer. Customer may only use the Simplifile Work Product for Customer’s internal business purposes in connection with its authorized use of the Services. 4. THIRD-PARTY PRODUCTS 4.1 Acquisition or Use of Third-Party Products. Any acquisition or use by Customer of Third-Party Products, and any exchange of data between Customer and a Third-Party Product through a technology integration with the Service, is solely between Customer and the applicable third-party provider and may be subject to additional terms of use provided by such third party. Simplifile expressly disclaims (a) any warranties regarding the performance of or accuracy of data obtained from Third-Party Products; and (b) any warranties that it reviews, warrants, endorses, or vets Third-Party Products or any providers of Third-Party Products, in each case whether or not they are made available through the Services, listed on the Marketplace, or integrated with the Services utilizing technology provided by Simplifile. 4.2 Third-Party Products and Customer Data. If Customer chooses to exchange data with a Third-Party Product through a technology integration with the Service, Customer grants Simplifile permission to allow the Third-Party Product and its provider to access Customer Data in connection with such integration. Simplifile is not responsible for any disclosure, modification, or deletion of Customer Data or any other data resulting from access by such Third-Party Product or its provider. Docusign Envelope ID: E55BFAAD-2A2E-84C4-822B-F98753D59D7A Version: 1/12/26 5 4.3 Removal of Third-Party Products. Simplifile cannot guarantee the continued availability of any Third- Party Products and may cease providing interoperability with them at any time (for example, if the provider of a Third-Party Product ceases to make the Third-Party Product available for interoperation). 5. FEES AND PAYMENT 5.1 Payment of Fees. Customer will pay all fees specified in a Service Addendum. Customer is responsible for providing complete and accurate billing and contact information to Simplifile and promptly notifying Simplifile of any changes to such information. 5.2 Payment Disputes. Simplifile will not exercise its rights under the “Overdue Payments” or “Suspension” sections below if Customer is disputing all past due amounts reasonably and in good faith and is cooperating diligently to resolve the dispute, provided Customer provides prompt notice of any such dispute. 5.3 Overdue Payments. Without limiting Simplifile’s other rights and remedies, if any billed amount is not received by Simplifile withing 30 days of customer’s receipt of billing date, then such amount may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower. 5.4 Suspension. Without limiting Simplifile’s other rights and remedies, if any invoiced amount is more than two (2) days past due, then Simplifile may suspend all Services and Professional Services until all overdue amounts are paid in full. If Services or Professional Services are suspended twice for nonpayment, then Simplifile may require automatic credit card or bank account debit payments as a condition of reinstatement. 5.5 County Recording Fees and Taxes. Fees specified in Service Addendums do not include any Taxes. Customer is solely responsible for paying all recording fees charged by a county or other recording jurisdiction and all applicable taxes associated therewith. If Simplifile is required by a county or other recording jurisdiction to pay or collect Taxes, Customer will pay that amount. For clarity, Simplifile is solely responsible for taxes assessable against it based on its income, property, and employees. 5.6 Future Functionality. Customer agrees that its use of the Services is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Simplifile regarding future functionality or features, and Simplifile disclaims any express or implied covenants or agreements that specific future functionality will be made available to Customer. 6. PROPRIETARY RIGHTS AND LICENSES 6.1 Intellectual Property Ownership. Simplifile owns all right, title, and interest in and to the Services, along with all updates, modifications, or improvements and all Documentation related thereto and all intellectual property rights embodied in any of the foregoing. Simplifile grants to Customer a non-transferable, non-exclusive right to use and access the Services solely for the Customer’s internal business purposes in connection with its authorized use of the Services. Customer shall have no right to sub-subscribe, resell or white-label any of the foregoing to any party without the express written consent of Simplifile. No rights are granted to Customer hereunder other than as expressly set forth in this Agreement. 6.2 Customer Data. Customer grants Simplifile and its Affiliates a worldwide, limited-term, royalty-free license to host, copy, transmit, display, and otherwise handle Customer Data (including by means of transmitting such Customer Data amongst Affiliates) as necessary for Simplifile to provide the Services in accordance with this Agreement. Customer authorizes Simplifile and its Affiliates to use, modify, and display De-Identified Data; provided, however, that Simplifile and its Affiliates will not publicly disclose or distribute to a third party De-Identified Data unless it is aggregated in a manner that does not permit identification of Customer. Subject to the limited rights granted in this Agreement, Simplifile acquires no right, title, or interest from Customer under this Agreement in or to any Customer Data. 6.3 Use Feedback. Customer grants to Simplifile and its Affiliates a worldwide, perpetual, irrevocable, royalty- free license to use and incorporate into their services in their sole discretion any suggestion, enhancement request, recommendation, correction, or other feedback provided by Customer relating to the operation of their services. Docusign Envelope ID: E55BFAAD-2A2E-84C4-822B-F98753D59D7A Version: 1/12/26 6 6.4 Government End Use Provisions. If a government agency or instrumentality is the user of the Services, then the following provisions apply. Simplifile provides the Services without conveying to the government any rights to software, technical data, technology, or other intellectual property used in delivering the Services or in any way relating to the Services. If a government agency has a need for rights not granted under these terms, then it must negotiate with Simplifile to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement. 6.5 Output. The rights granted to Customer to use the Services also include a worldwide, perpetual, irrevocable, royalty-free license to use Output for its normal business purposes, including sharing certain Output with third parties such as Customer’s customers or investors in the ordinary course of Customer’s business. 6.6 Intelligent Tools. Subject to the terms of the Agreement, the Services may utilize one or more Intelligent Tools, as further described in the applicable exhibit and/or Documentation. Except as otherwise may be set forth for a particular Service in an exhibit hereto, Intelligent Tools utilized in the Services will: (a) be developed, maintained, or hosted by either Simplifile or by a third party in a virtual private cloud services environment, and in each such case ensuring that no third party will have access to Customer Data; and (b) only be enhanced on a customer-by-customer basis, meaning that Customer Data will not be used to enrich any general model for the benefit of any other Simplifile customers. 7. CONFIDENTIALITY 7.1 Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (a) not use any of the Disclosing Party’s Confidential Information for any purpose outside the scope of this Agreement and (b) except as otherwise authorized by the Disclosing Party in writing, limit access to the Disclosing Party’s Confidential Information to those of its and its Affiliates’ employees, contractors, consultants, and legal and financial advisors who (i) need that access for purposes consistent with this Agreement; (ii) are informed of the confidential nature of the Confidential Information; and (iii) have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those in this Agreement. The Receiving Party will remain responsible for any such recipient’s compliance with this “Confidentiality” section. 7.2 Compelled Disclosure. The Receiving Party may disclose the Disclosing Party’s Confidential Information to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information. 7.3 Texas Public Information Act. Simplifile acknowledges that the City of Denton must strictly comply with the Public Information Act, Chapter 552, Texas Government Code in responding to any request for public information related to this Agreement. This obligation supersedes any conflicting provisions of this Agreement. Any portions of such material claimed by Simplifile to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, chapter 552, and Texas Government Code. 8. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES, AND DISCLAIMERS 8.1 Mutual Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so. 8.2 Simplifile Warranties. Simplifile warrants that (a) the Services will perform materially in accordance with the applicable Documentation; (b) any Professional Services and technical support will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards; (c) it will provide the Services and Professional Services in accordance with U.S. state and federal laws and government regulations applicable to Simplifile’s Docusign Envelope ID: E55BFAAD-2A2E-84C4-822B-F98753D59D7A Version: 1/12/26 7 provision of such services to its customers generally (i.e., without regard for Customer’s particular use of such services), including by complying with the Privacy Addendum at https://mortgagetech.ice.com/agreements; and (d) subject to the “Removal of Third-Party Products” section above and except as otherwise provided in this Agreement, Simplifile will not materially decrease the overall functionality of the Services. For any breach of a warranty above, Customer’s exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections below. 8.3 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SIMPLIFILE AND ITS AFFILIATES MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE LIMITED WARRANTIES PROVIDED IN THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO CUSTOMER IN CONNECTION WITH THE PROVISION OF ANY SERVICE. NO ACCOUNTING, FINANCIAL, LEGAL, OR TAX ADVICE OR COUNSEL IS GIVEN, OR WILL BE DEEMED TO HAVE BEEN GIVEN, BY THE USE OF ANY SERVICE OR PROFESSIONAL SERVICE. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CUSTOMER’S USE OF THE SERVICES IN COMPLIANCE WITH THIS AGREEMENT DOES NOT NECESSARILY RESULT IN CUSTOMER’S COMPLIANCE WITH ALL LAWS AND GOVERNMENT REGULATIONS APPLICABLE TO CUSTOMER’S BUSINESS AND CUSTOMER HAS AN INDEPENDENT DUTY TO COMPLY WITH ANY AND ALL LAWS AND GOVERNMENT REGULATIONS APPLICABLE TO CUSTOMER’S BUSINESS AND USE OF THE SERVICES. CUSTOMER ACKNOWLEDGES THAT CUSTOMER’S USE OF ANY TECHNOLOGY PROVIDED BY SIMPLIFILE OR ITS AFFILIATES, INCLUDING WITHOUT LIMITATION, SOFTWARE DEVELOPMENT KITS AND APPLICATION PROGRAM INTERFACES, TO MODIFY A SERVICE (E.G., MODIFYING DATA FIELDS IN A SERVICE) WILL LIKELY IMPACT THE FUNCTIONALITY OF THE SERVICE (E.G., OTHER DATA FIELDS, CALCULATIONS, WORKFLOWS, AND THE ACCURACY OF DATA AND DISCLOSURES). CUSTOMER ASSUMES ALL RESPONSIBILITY AND LIABILITY, AND SIMPLIFILE AND ITS AFFILIATES DISCLAIM ALL LIABILITY, ARISING FROM CUSTOMER’S USE OF TECHNOLOGY PROVIDED BY SIMPLIFILE TO MODIFY A SERVICE. 9. MUTUAL INDEMNIFICATION 9.1 Indemnification by Simplifile. Simplifile will defend Customer against any claim, demand, suit, or proceeding made or brought against Customer by a third party alleging that any Service or Simplifile Work Product infringes or misappropriates such third party’s Intellectual Property Rights (a “Claim Against Customer”), and will indemnify Customer from any damages, attorneys’ fees, and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by Simplifile in writing of, a Claim Against Customer, provided Customer (a) promptly gives Simplifile notice of the Claim Against Customer, (b) gives Simplifile sole control of the defense and settlement of the Claim Against Customer (except that Simplifile may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) gives Simplifile all reasonable assistance, at Simplifile’s expense. If Simplifile receives information about an infringement or misappropriation claim related to a Service, or Simplifile Work Product, Simplifile may in its discretion and at no cost to Customer (i) modify that Service or Simplifile Work Product so it is no longer claimed to infringe or misappropriate, without breaching Simplifile’s warranties in the “Simplifile Warranties” section above; (ii) obtain a license for Customer’s continued use of that Service or Simplifile Work Product in accordance with this Agreement; or (iii) terminate Customer’s Service Addendum for that Service upon reasonable notice and refund Customer any prepaid fees covering the remainder of the term of the terminated Service Addendum. The above defense and indemnification obligations do not apply to the extent a Claim Against Customer arises from any of the following: (1) Customer’s use of Third-Party Products; (2) use of the Services in combination with other products not provided by Simplifile or required to use the Services (as set forth in Simplifile’s system requirements); (3) Services that are provided to comply with detailed specifications required by or provided by Customer, including customizations of any form documents by or at the direction of Customer; (4) use of the Services in a manner inconsistent with the Documentation; or (5) any modification of the Services not made or authorized in writing by Simplifile. This “Indemnification by Simplifile” section states Simplifile’s sole liability to, and Customer’s exclusive remedy against, Simplifile for any type of Intellectual Property Rights infringement or misappropriation claim regarding the Services. 9.2 Indemnification by Customer. To the extent permissible under applicable law and without waiving any applicable immunities, Customer will defend Simplifile and its licensors against any claim, demand, suit, or proceeding Docusign Envelope ID: E55BFAAD-2A2E-84C4-822B-F98753D59D7A Version: 1/12/26 8 made or brought against Simplifile by a third party (a) alleging that any Customer Data infringes, violates, or misappropriates such third party’s rights, including any Intellectual Property Rights or privacy rights, (b) arising from Customer’s actual or alleged use of the Services in breach of applicable law, (c) arising from Customer’s use of Third-Party Products, or (d) arising from any customizations of any rules or form documents by or at the direction of Customer (each a “Claim Against Simplifile”), and will indemnify Simplifile from any damages, attorneys’ fees, and costs finally awarded against Simplifile as a result of, or for any amounts paid by Simplifile under a settlement approved by Customer in writing of, a Claim Against Simplifile, provided Simplifile (i) promptly gives Customer notice of the Claim Against Simplifile, (ii) gives Customer sole control of the defense and settlement of the Claim Against Simplifile (except that Customer may not settle any Claim Against Simplifile unless it unconditionally releases Simplifile of all liability), and (iii) gives Customer all reasonable assistance, at Customer’s expense. 10. LIMITATION OF LIABILITY Limitation of Liability. EXCEPT IN THE CASE OF (A) A BREACH BY SIMPLIFILE OF ITS OBLIGATIONS UNDER SECTION 7 (CONFIDENTIALITY), (B) SIMPLIFILE’S INDEMNIFICATION OBLIGATIONS FOR INTELLECTUAL PROPERTY INFRINGEMENT UNDER SECTION 9.1 (INDEMNIFICATION BY SIMPLIFILE), (C) SIMPLIFILE’S BREACH OF SECTION 1.2 (PROTECTION OF CUSTOMER DATA) THAT RESULTS IN AN UNAUTHORIZED DISCLOSURE OF CUSTOMER DATA, AND (D) SIMPLIFILE’S RECKLESSNESS, WILLFUL MISCONDUCT AND/OR FRAUD, IN NO EVENT WILL THE AGGREGATE LIABILITY OF SIMPLIFILE TOGETHER WITH ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER FOR THE SERVICES OR PROFESSIONAL SERVICES GIVING RISE TO THE LIABILITY IN THE EIGHTEEN MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. 10.1 Exclusion of Consequential and Related Damages. IN NO EVENT WILL SIMPLIFILE OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES, EVEN IF SIMPLIFILE OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF CUSTOMER’S REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. 10.2 Applicability. THE LIMITATIONS CONTAINED IN THIS LIMITATION OF LIABILITY SECTION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. 11. TERM AND TERMINATION Term. 11.1 This Agreement commences on the Effective Date and continues until all Services hereunder have expired or been terminated. The term of each Service will be as set forth in the applicable Service Addendum. 11.2 Termination. A party may terminate any impacted Service or Professional Services, or this Agreement in its entirety for cause (a) upon 30 days’ notice to the other party of a material breach (or in the event Customer has been suspended pursuant to the “Suspension” section above, ten days’ notice for nonpayment), if such breach remains uncured at the expiration of such period or (b) immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. Simplifile may also terminate any Service or this Agreement in its entirety immediately if either (i) in the reasonable opinion of Simplifile, Customer takes or fails to take any action relating to the Services that will likely cause financial or reputational harm to Simplifile; or (ii) a county or other recording jurisdiction has asked Simplifile to terminate Customer’s use of the Services due to Customer’s violation of any law, rule, or regulation of such county or other recording jurisdiction. 11.3 Refund or Payment upon Termination. If this Agreement is terminated by Customer in accordance with the “Termination” section above, Simplifile will refund Customer any prepaid fees covering the remainder of the term of all Service Addendums. If this Agreement is terminated by Simplifile in accordance with the “Termination” section above, Customer will pay any due and owing, but unpaid fees covering the remainder of the term of all Service Addendums. In no Docusign Envelope ID: E55BFAAD-2A2E-84C4-822B-F98753D59D7A Version: 1/12/26 9 event will termination relieve Customer of its obligation to pay any fees payable to Simplifile for the period before the effective date of termination. 11.4 Return and Destruction of Customer Data. Customer is solely responsible for retrieving all Customer Data and Output from the Services prior to termination of Customer’s access to the Services for any reason. Customer acknowledges and agrees that following the end of its access to the Services, Simplifile may destroy any Customer Data and Output in its possession and will be unable to return such Customer Data and Output to Customer. After Customer’s access to the Services ends, Simplifile will, on Customer’s written request, confirm that all Customer Data and Output was destroyed, or in the event any data cannot be destroyed at that time, the legal or technological reason it cannot be destroyed and a statement specifying how long it will be retained. While Customer has access to the Services, Simplifile will enable Customer to delete Customer Data itself in a manner consistent with the functionality of the Services or provide reasonably requested assistance to Customer to enable Customer to delete Customer Data. 11.5 Surviving Provisions. The provisions of this Agreement relating to Intellectual Property Rights ownership, disclaimers of warranties, indemnities, limitations of liability and confidentiality, together with such other provisions that by their nature should reasonably be intended to survive, will survive any termination or expiration of this Agreement. 12. GENERAL PROVISIONS 12.1 Unauthorized Practice of Law. In order to protect the parties from charges that a party has engaged in the unauthorized practice of law in the course of performing its obligations hereunder, Customer agrees not to use the Services to prepare mortgages, deeds of trust, promissory notes, deeds, or other documents affecting title to real property or other documents and disclosures in states where Customer is prohibited from doing so. Notwithstanding the foregoing, if applicable state law permits Customer to prepare such documents and disclosures so long as a licensed attorney reviews and approves such documents and disclosures, then Customer may use the Services to prepare such documents and disclosures provided they are reviewed and approved by an attorney licensed in that jurisdiction. CUSTOMER ACKNOWLEDGES AND AGREES THAT ITS USE OF THE SERVICES, INCLUDING SIMPLIFILE’S DOCUMENT BUILDER SERVICES, IS NOT A SUBSTITUTE FOR THE ADVICE OF AN ATTORNEY. 12.2 Export Compliance. The Services, other Simplifile technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any Prohibited Party List. Customer will not provide access or use or export, any Service, other Simplifile technology, or derivatives thereof (a) to any End-User or third party located in a country or region subject to a U.S. Government embargo or designated as a state sponsor of terrorism; (b) to any End-User or third party on any Prohibited Party List; or (c) in violation of any U.S. or other applicable export laws and regulations, including the Export Administration Regulations administered by the U.S. Department of Commerce, the International Traffic in Arms Regulations administered by the U.S. Department of State, and U.S. sanctions programs administered by the U.S. Treasury Department. 12.3 Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. 12.4 Affirmative Action. To the extent applicable to Simplifile, Simplifile will abide by the requirements of 41 C.F.R. §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans, individuals with disabilities, against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin, or any other protected class covered under federal or state law. Moreover, if applicable, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status, or disability. 12.5 Insurance. During the term of this Agreement, Simplifile will maintain, at its cost, customary levels of the following types of insurance: (a) general liability, (b) workers compensation liability, (c) technology errors and omissions, and (d) an umbrella policy. Simplifile will deliver its insurance certificates to Customer upon Customer’s request. Docusign Envelope ID: E55BFAAD-2A2E-84C4-822B-F98753D59D7A Version: 1/12/26 10 12.6 Force Majeure. Neither party will be liable for any failure or delay in performance under this Agreement resulting from a Force Majeure Event (excluding payment obligations); provided, however, that the party suffering the Force Majeure Event will implement its disaster recovery plan to the extent appropriate, practicable, and necessary. The party experiencing the Force Majeure Event agrees to give the other party notice promptly, but in no event more than 5 days, following the discovery of a Force Majeure Event (which notice may be provided via email), and to use diligent efforts to re-commence performance as soon as commercially practicable under its disaster recovery plan. 12.7 Entire Agreement and Order of Precedence. This Agreement constitutes the entire agreement between the parties regarding Customer’s use of the Services and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, relating to the Services. Any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Service Addendums and SOWs) is void. If there is a conflict or inconsistency among the following documents, the order of precedence will be the following: (1) the applicable Service Addendum; (2) the applicable SOW; (3) any exhibit, schedule, or addendum to this Agreement; (4) the body of this Agreement; and (5) the Documentation. No modification of this Agreement is binding unless it is in writing and signed by Customer and either signed or accepted in accordance with its terms by Simplifile. 12.8 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party will represent itself to be an employee or agent of the other party. Neither party will have the authority to enter into any agreement on the other party’s behalf or in the other party’s name. 12.9 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement. 12.10 Notices. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the third business day after sending by priority mail (with tracking), (c) the second business day after sending by a nationally recognized overnight courier, (d) the day of sending by email with a confirmation copy sent simultaneously by one of the other methods permitted in this “Notices” section, or (e), for notices provided pursuant to the “Term” section above, the day of sending by email. Notices to Simplifile will be addressed to the attention of Simplifile’s Legal Department, at Simplifile LC, 5072 North 300 West, Provo, UT 84604, legaldepartment-mortgagetech@ice.com; or as updated by Simplifile via notice to Customer. Notices to Customer will be addressed to the relevant billing contact designated by Customer in writing (which may be provided via email). 12.11 Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. Any waivers granted under this Agreement are effective only if recorded in a writing signed by the party granting such waiver. 12.12 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed void and the remaining provisions of this Agreement will remain in effect. 12.13 Publicity. Neither party will use any trade name, trademark, service mark, logo, or any other proprietary rights of the other party in any manner (including use in any press release, advertisement, or other marketing or promotional material) without such party’s prior written approval or as necessary to provide the Services in accordance with this Agreement (for example, use in an external-facing website created by Customer and hosted by Simplifile). 12.14 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent; provided, however, either party may assign this Agreement in its entirety (including all Service Addendums), without the other party’s consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets by providing prior notice to the other party (which notice may be provided via email); provided, however, in no event may Customer assign this Agreement or any of its right or obligations under this Agreement to a Competitor or Simplifile. Any attempt by a party to assign its rights or obligations under this Agreement other than as permitted by this “Assignment” section will be void and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors, and permitted assigns. In the event of a Customer Asset Sale Transaction, Customer will (a) assign the Agreement in its entirety (including all Service Addendums) to the Asset Buyer, (b) require the Asset Buyer to assume the Agreement it its entirety (including all Service Addendums), (c) provide for the payment of all amounts owing under the Agreement prior to or as a condition of Docusign Envelope ID: E55BFAAD-2A2E-84C4-822B-F98753D59D7A Version: 1/12/26 11 closing the Customer Asset Sale Transaction, and (d) provide Simplifile no less than 15 days prior written notice of such Customer Asset Sale Transaction. In the event of a Customer Asset Purchase Transaction, Customer will (i) assume the Acquired Agreement in its entirety (including all Service Addendums), and (ii) cooperate with Simplifile in good faith including providing reasonably requested assurances regarding Customer’s intent and ability to fulfill its obligations under the Acquired Agreement. THE PARTIES ACKNOWLEDGE THE TERMS OF THIS “ASSIGNMENT” SECTION ARE A KEY COMPONENT OF THIS AGREEMENT AND RELATED SERVICES SET FORTH ON ALL SERVICE ADDENDUMS. 12.15 Governing Law. This Agreement, and any disputes arising out of or related to this Agreement, will be governed exclusively by the laws of the State of Texas, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. 12.16 Dispute Resolution and Arbitration. All disputes, claims, or controversies arising out of or relating to this Agreement (including the breach, termination, enforcement, interpretation, or validity of this Agreement) will be determined by arbitration in New York County, New York before a single arbitrator, under the JAMS Comprehensive Arbitration Rules & Procedures (or their functional successor). Judgment on the resulting award may be entered by any state or federal court having jurisdiction. This provision does not preclude the parties from seeking injunctive, provisional, or temporary relief from any state or federal court having jurisdiction. 12.17 Attorneys’ Fees. If any action or proceeding is commenced to enforce or interpret this Agreement or any right arising in connection with this Agreement, the prevailing party in such action or proceeding will be entitled to recover from the other party all reasonable attorneys’ fees, costs, and expenses incurred by such prevailing party in connection with such action or proceeding. 12.18 Counterparts. This Agreement may be signed electronically, by facsimile, and in counterparts. 13. DEFINITIONS “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control”, for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. “Agreement” means this Master Services Agreement and any exhibits, schedules, and addenda hereto, including Service Addendums and SOWs. “Audit Reports” means SSAE 18 SOC 1 and/or SOC 2 Type II reports or the equivalent conducted by an independent auditor. “Competitor” means any person, firm, corporation, company, partnership, entity, or enterprise engage in the business of developing, marketing, or licensing software solutions or providing professional services that are in competition with those provided by Simplifile or its Affiliates. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data and Output (but, for the avoidance of doubt, excludes De- Identified Data); Confidential Information of Simplifile includes the Services, Professional Services, and Simplifile Work Product; and Confidential Information of each party includes the terms of this Agreement (including pricing), as well as each party’s trade secrets, business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party (whether about such party or its Affiliates). However, Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party before its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, which the Receiving Party can demonstrate by documentation; (c) is received from a third party without breach of any Docusign Envelope ID: E55BFAAD-2A2E-84C4-822B-F98753D59D7A Version: 1/12/26 12 obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party, which the Receiving Party can demonstrate by documentation. “Configuration” means a change to an adjustable component of the Services (i.e., not source code) made by Customer or by Simplifile on behalf of Customer pursuant to an SOW. “Customer” means the customer named on the cover page to this Agreement. “Customer Asset Sale Transaction” means a single transaction or a series of related transactions resulting in Customer’s transfer of all or substantially all the assets and/or employees relevant to its use of the Services to a third party that is not a Competitor (the “Asset Buyer”). “Customer Asset Purchase Transaction” means a single transaction or a series of related transactions resulting in Customer’s transfer of all or substantially all the assets and/or employees relevant to another Simplifile’s customer’s use of services provided by Simplifile as governed by the applicable agreement between such parties (the “Acquired Agreement”). “Customer Data” means electronic data and information (including, for the avoidance of doubt, any GLBA “nonpublic personal information”) submitted by or for Customer to the Services. Customer Data excludes De- Identified Data. “De-Identified Data” means any data or information that is in a state or form that does not identify or permit identification of an individual. “Documentation” means the applicable Service’s release notes, user guides, and related documents accessible via that Service’s help site, as updated from time to time. “Effective Date” means the date above the parties’ signatures on the cover page to this Agreement. “End-User” means an individual who is authorized by Customer to use a Service for the internal business purposes of Customer and its Affiliates, and to whom a user identification and password has been supplied. End-Users may include Customer Personnel and regulators and auditors of Customer or its Affiliates, but End-Users may not include other third parties. “Force Majeure Event” means circumstances beyond a party’s reasonable control and occurring without the negligence of such party, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Simplifile or Customer employees), denial-of- service attacks, or third-party Internet service provider or telecommunication provider failures or delays. “GLBA” means the Gramm-Leach-Bliley Act of 1999. “Improvements” means all improvements, updates, enhancements, error corrections, bug fixes, upgrades, and changes to the Services as developed by Simplifile and made generally available for production use without a separate charge to Simplifile customers subscribed to such Services. “Intellectual Property Rights” means all intellectual property rights, including copyrights, patents, trade secrets, trademarks, and other proprietary rights enforceable under any applicable laws, and all moral rights related thereto. “Intelligent Tools” means any system that uses statistical, machine learning, or other data-driven techniques that learn from data and adapt over time to generate outputs such as predictions, classifications, recommendations, or content that is not the result of explicitly programmed rules. “Malicious Code” means code, files, scripts, agents, or programs intended to do harm, including viruses, worms, time bombs, and Trojan horses. Docusign Envelope ID: E55BFAAD-2A2E-84C4-822B-F98753D59D7A Version: 1/12/26 13 “Marketplace” means an online directory, catalog, or marketplace of third-party applications that interoperate with the Services (e.g., via Encompass Partner Connect), the current version of which is located at https://marketplace.icemortgagetechnology.com/s/. “Output” means the reports, files, and/or documents generated by Customer directly from Customer Data via the Services (excluding, for the avoidance of doubt, the templates behind and any non-Customer Data datasets populating such reports, files, and/or documents). “Personnel” means the employees and contractors used for staff augmentation purposes of a party hereto and its Affiliates. “Professional Services” means the work ordered by Customer under a Service Addendum and performed by Simplifile, which may include implementation, consulting, and/or training services and the delivery of certain products, deliverables, reports, or other items, in each case as specified in an SOW (for one-time Professional Services) or exhibit (for subscription Professional Services). “Prohibited Party List” means any U.S. government denied-party list, including the Specially Designated Nationals and Blocked Persons List and List of Foreign Sanctions Evaders, which are maintained by the U.S. Treasury Department, the Denied Persons List, Entity List, and Unverified List, which are maintained by the U.S. Commerce Department, and the List of Statutorily Debarred Parties which is maintained by the U.S. State Department. “Safeguards Rule” means the Federal Trade Commission’s Standards for Safeguarding Customer Information (16 CFR Part 314). “Service Addendum” means the Simplifile ordering document specifying the Services and/or Professional Services to be provided under this Agreement that is entered into between Customer and Simplifile or any of their Affiliates, including and product terms incorporated therein and amendments and supplements thereto. By entering into a Service Addendum hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto. “Services” means the products and hosted services that are ordered by Customer under a Service Addendum or online purchasing portal and made available by Simplifile, including any Improvements thereto and associated Simplifile offline or mobile components, as described in the Documentation. “Services” exclude Third-Party Products. “Simplifile” means Simplifile LC, a Utah limited liability company, headquartered at 5072 North 300 West, Provo, UT 84604. “Simplifile Work Product” means anything developed, created, or provided by Simplifile while providing Professional Services including any information, materials, deliverables, or other intellectual property, but excluding any Customer Confidential Information (including, for the avoidance of doubt, Customer Data). “SOW” means a statement of work attached to a Service Addendum specifying the Professional Services to be provided under this Agreement, including any change requests, amendments, and supplements thereto. “Subcontractor” means any third party that Simplifile or its Affiliates engage to perform Services or Professional Services for Customer under this Agreement, but, for the avoidance of doubt, excluding contractors retained by Simplifile or its Affiliates for staff augmentation purposes and employees of Simplifile’s Affiliates (such third parties are treated as employees of Simplifile for the purposes of this Agreement). “Taxes” means taxes, levies, duties, or similar governmental assessments of any nature, including value-added, sales, use, or withholding taxes, assessable by any jurisdiction whatsoever. Docusign Envelope ID: E55BFAAD-2A2E-84C4-822B-F98753D59D7A Version: 1/12/26 14 “Third-Party Product” means any product, service, website, software application, or functionality that is provided by a third party and made available through a Service, or otherwise interoperates with a Service, including third- party products or services listed on the Marketplace or links to third party websites and services made available through a Service. For the avoidance of doubt, Third-Party Products do not include functionalities delivered by Simplifile as part of the Services that are powered by Subcontractors. Docusign Envelope ID: E55BFAAD-2A2E-84C4-822B-F98753D59D7A Version: 1/12/26 eRECORDING SERVICE ADDENDUM This negotiated eRecording Service Addendum (“Addendum”) is entered into and made effective as of July 29, 2026 (the “Addendum Effective Date”), by and between Simplifile LC (“Simplifile”) and City of Denton, Texas (“Customer”) and is governed by, incorporated into and forms a part of that certain Master Services Agreement entered into between the parties hereto with an effective date of July 29, 2026 (the “Agreement”) along with negotiated changes to MSA. Capitalized words used but not defined in this Addendum have the meanings set forth in the Agreement. The parties agree to the following: 1. eRecording Services. Simplifile will provide its eRecording services (the “Services”) to Customer under the terms and conditions of this Addendum and the Agreement. 2. Customer’s Responsibilities/County Rules 2.1 Recording Jurisdiction Requirements. As a condition of using the Services, Customer agrees to familiarize itself with all requirements of a county recorder or other recording jurisdiction (“Receiver”) in which Customer submits documents for eRecording, and Customer acknowledges that it is solely responsible for understanding and obeying all such requirements. In addition, Customer acknowledges and agrees that a Receiver and Simplifile are separate and distinct entities and Simplifile does not control Receiver, nor does it guarantee the availability of Receiver’s systems in accepting documents for eRecording generally or from Customer specifically. Receiver may temporarily or permanently suspend Customer’s ability to submit documents for eRecording to Receiver as a penalty for a violation of such Receiver’s requirements. ACCORDINGLY, SIMPLIFILE WILL HAVE NO LIABILITY FOR ANY DISRUPTION IN THE SERVICES CAUSED BY A RECEIVER, THEIR SYSTEMS, OR CUSTOMER’S FAILURE TO FOLLOW A RECEIVER’S REQUIREMENTS. For the avoidance of doubt, any recurring or minimum payment commitments to Simplifile hereunder remain due even if Customer is out of compliance with a Receiver. 2.2 Taxes and Fees Charged by Receiver. Simplifile has no control over the taxes and fees charged by a Receiver, and Customer is responsible for paying any and all fees and taxes charged by a Receiver to Simplifile for Customer’s use of the Services, which shall be passed through to Customer by Simplifile. Customer is a tax-exempt organization and Simplifile will work with Customer to communicate this tax-exempt status to Receiver. If Customer disputes any taxes or fees charged by a Receiver and passed through to Customer by Simplifile, then Customer must pay such disputed taxes or fees to Simplifile, who in turn will pay them to the Receiver, and then Customer must work directly with the Receiver to resolve the dispute and seek a refund. 2.3 Legal Compliance. Customer is responsible for the legality and recordability of all documents submitted through the Services. Transaction logs of package submission details will be made available to the Receiver at the time a document is presented for recording, and such audit logs will be made available for downloading to both the Receiver and Customer. IN ADDITION, CUSTOMER AGREES SIMPLIFILE MAY PROVIDE ANY ADDITIONAL TRANSACTION INFORMATION REGARDING CUSTOMER OR SPECIFIC RECORDING TRANSACTIONS, INCLUDING CONFIDENTIAL INFORMATION (E.G. SUBMITTER USERNAMES AND CONTACT INFORMATION), AS REQUIRED BY A RECEIVER. 2.4 Original Documents. Customer warrants that any document submitted to the Services for recording is created directly from the original, executed paper document or original, electronic document (“Originating Document”) and is not generated from a photocopy, reproduction, or secondary version of the Originating Document. Customer further warrants that the submitted document is a true and complete representation of the Originating Document. In compliance with applicable jurisdictional permissibility, Simplifile may offer to Customer certain system functionality to improve and enhance the quality and legibility of submitted documents. Customer warrants that its use of such system functionality shall not be used to alter any text or content that results in making the submitted document no longer a true, exact, and complete copy of the Originating Document. Simplifile and the Receiver shall be entitled to rely on such warranty for all purposes. In the event a Receiver requires Simplifile to produce the Originating Document, Customer agrees to provide such Originating Document to Simplifile within one (1) business day. Simplifile expects Customer to retain the Originating Document prior to and up to one (1) business day after being successfully recorded. Docusign Envelope ID: E55BFAAD-2A2E-84C4-822B-F98753D59D7A Version: 1/12/26 Term. This Addendum takes effect on the Addendum Effective Date and shall continue in effect for one (1) year, with the option of three additional one (1) year terms, unless either party gives written termination notice to the other party thirty (30) days prior to the anniversary date of the Effective Date. 3. Payment of Fees and Taxes . Simplifile’s fees listed herein are exclusive of any applicable sales, use or other taxes assessed by a Receiver and Customer agrees to pay to Simplifile all applicable taxes, and fees imposed by a Receiver, which Simplifile passes through to Customer. Customer is responsible for all Document Submission Fees (as set forth below) and any applicable fees or taxes paid by Simplifile to a Receiver for each “Billing Cycle” as set forth in the Fees and Payment Terms grid below. Customer agrees to pay each such fees within the “Payment Term” as set forth in the Fees and Payment Terms grid below. Customer will have access to view invoices for fees and taxes owed by logging into their account at Simplifile.com. 4. Payment Methods. All fees will be paid to Simplifile and Customer authorizes Simplifile to create and/or process such payments as either (a) Automated Clearing House (“ACH”) transactions, (b) eCheck transactions, or (c) P-Card, or (d) through other means, all as pre-approved by Simplifile. 5. Fees and Payment Methods. 6. Publicly Recorded Data. Customer acknowledges that Simplifile may provide recorded data filed through the Services to third parties associated with a transaction as such recorded data does not consist of nor contain Confidential Information, as they are publicly filed by permission of Customer. 7. Special Terms. None. The parties have executed this Addendum by their duly authorized representatives as of the date set forth below. This Addendum may be signed electronically, by facsimile, and in counterparts. Services Description System Costs (“Fees”) Annual License and Support Fee (per physical location) License Fee for access and support $99.00 per license Document Submission Fees Submission fee for each document recorded using the Services $5.00 per document Training Fees for web, phone based or on-site training to Customer Standard Web and Phone based: $0 Additional or Onsite: Quoted upon request Billing and Payment Terms Deadline to remit and Simplifile to receive payment of fees Annual License Fee: Payable each year on the anniversary of the Effective Date Document Submission Fees: Payable daily Receiver Fees: Payable daily Dishonored charges fees Processing fee for dishonored ACH charges or other payments $25.00 per item Receiver Fees (applicable recording, taxes non- conforming, eRecording, rejection, etc.) Any/all additional fees and taxes that may be assessed or charged by others for the Services Exact cost only. Simplifile does not control or add to Receiver fees, if any. Document Submission Fees are quoted exclusive of these fees. Docusign Envelope ID: E55BFAAD-2A2E-84C4-822B-F98753D59D7A Version: 1/12/26 SIMPLIFILE CUSTOMER Signature: ________________________________ Signature: ______________________________ Printed Name: _____________________________ Printed Name: __________________________ Title: ____________________________________ Title: _________________________________ Date: ____________________________________ Date: __________________________________ Docusign Envelope ID: E55BFAAD-2A2E-84C4-822B-F98753D59D7A 7/20/2026 Gregory Yeager Vice President Buyer Kayla Clark 7/21/2026 CONFLICT OF INTEREST QUESTIONNAIRE CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date Docusign Envelope ID: E55BFAAD-2A2E-84C4-822B-F98753D59D7A Simplifile LC 7/20/2026 X X X X Kayla Clark, Buyer Procurement Certificate Of Completion Envelope Id: E55BFAAD-2A2E-84C4-822B-F98753D59D7A Status: Completed Subject: ***Purchasing Approval*** 8292 Filing Services Source Envelope: Document Pages: 19 Signatures: 5 Envelope Originator: Certificate Pages: 5 Initials: 5 Kayla Clark AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 901B Texas Street Denton, TX 76209 kayla.clark@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 7/17/2026 9:57:19 AM Holder: Kayla Clark kayla.clark@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Kayla Clark kayla.clark@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 7/17/2026 1:18:55 PM Viewed: 7/17/2026 1:19:21 PM Signed: 7/17/2026 1:19:30 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 7/17/2026 1:19:31 PM Viewed: 7/17/2026 1:25:36 PM Signed: 7/17/2026 1:29:25 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Marcella Lunn marcella.lunn@cityofdenton.com Senior Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 7/17/2026 1:29:27 PM Viewed: 7/17/2026 1:55:34 PM Signed: 7/17/2026 1:56:37 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Gregory Yeager greg.yeager@ice.com Vice President Simplifile LC Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 130.41.243.239 Sent: 7/17/2026 1:56:39 PM Resent: 7/20/2026 6:41:03 AM Viewed: 7/20/2026 7:56:28 AM Signed: 7/20/2026 2:46:16 PM Electronic Record and Signature Disclosure: Accepted: 7/20/2026 7:56:28 AM ID: 42f7a36e-cab1-46a8-8feb-66f8f855cd12 Signer Events Signature Timestamp Jesse Kent Jesse.kent@cityofdenton.com Director Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 2a04:4e41:2e07:3b0e::9b88:6b0e Sent: 7/20/2026 2:46:19 PM Resent: 7/21/2026 6:12:06 AM Resent: 7/21/2026 10:24:00 AM Viewed: 7/21/2026 10:27:01 AM Signed: 7/21/2026 10:27:40 AM Electronic Record and Signature Disclosure: Accepted: 7/21/2026 10:27:01 AM ID: be4703b9-7bb2-4bfd-bc8f-7429eb3d5c8d Kayla Clark kayla.clark@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 7/21/2026 10:27:42 AM Viewed: 7/21/2026 10:28:17 AM Signed: 7/21/2026 10:28:45 AM Electronic Record and Signature Disclosure: Not Offered via Docusign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 7/21/2026 10:28:47 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 7/17/2026 1:18:55 PM Certified Delivered Security Checked 7/21/2026 10:28:17 AM Signing Complete Security Checked 7/21/2026 10:28:45 AM Completed Security Checked 7/21/2026 10:28:47 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 7/21/2017 1:59:03 PM Parties agreed to: Gregory Yeager, Jesse Kent How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you.