TERMS

Adopted Date: 2026-05-16

Page Display Date (UTC) shown on page: 2026-08-25

Page Display Date (Local) shown on page: 2026-08-25

Prior Adopted Versions of the EDA Terms, if any, are published at https://edacre.com/terms/archive.html.

These Terms of Service (the “Terms”) govern administrative actions for entities, documents, and addresses performed by EDA and apply to each Engagement unless expressly superseded by a written agreement entered into by the applicable client and accepted by EDA.

Definitions

For the avoidance of doubt, all definitions used in these Terms or in any subordinate, derivative, or external-facing materials governed by these Terms are for convenience only and are non-operative. They do not include, create, modify, or imply any representation, warranty, covenant, condition, limitation, waiver, right, remedy, obligation, or other operative provision. Any operative effect arises solely from the substantive provisions of the applicable document and not from the definitions themselves.

For purposes of these Terms:

• EDAmeans the entity performing the actions described in these Terms.
• EDA Agreementmeans these Terms together with any Engagement Agreement, Instructions, Additional Terms, exhibits, schedules, policies, or other materials incorporated by reference into or made applicable to the relevant Engagement.
• Business Daymeans a day on which banks are open for business in New York, New York.
• Clientmeans the natural person or legal entity that provides Instructions to EDA or on whose behalf Instructions are provided and that enters into an Engagement with EDA.
• Copyright Noticemeans EDA’s Copyright & Intellectual Property notice published on this website, as amended from time to time.
• Engagementmeans EDA’s performance of administrative actions with respect to a single Transaction.
• Engagement Agreementmeans a written engagement agreement, order, statement of work, authorization, or similar engagement document for a specific Engagement.
• Instructionsmeans written directions expressly provided to EDA by the Client or the Client’s authorized advisors.
• Privacy Policymeans EDA’s written privacy notice describing general practices relating to personal information, including the collection, use, storage, disclosure, and handling of personal information in connection with services, communications, administration, billing, and related engagements.
• Transactionmeans a single identified commercial real estate transaction.

Interpretation

The following rules apply to the interpretation of these Terms:

References to Specific Terms.

And/Or. Whenever the words “and/or” are used, they will be deemed to mean both “and” as well as “or.” The use of “and/or” in certain contexts will not modify or qualify the use of the terms “and” or “or” in others. Unless the context requires otherwise, whenever the word “and” is used, it will not be interpreted to require the conjunctive. Unless the context requires otherwise, whenever the word “or” is used, it will not be interpreted to be exclusive.

Include, Includes, or Including. Unless the context requires otherwise, whenever the words “include,” “includes,” or “including” are used, they will be interpreted as non-exclusive. For the avoidance of doubt, the foregoing words will be deemed to be followed by the phrase “without limitation.”

Is Entitled To. Whenever the words “is entitled to” are used as a verb, such words mean that a right is imposed.

May or May Not. Whenever the word “may” is used as a verb, such word means that a permission or discretion is granted. Whenever the words “may not” are used as a verb, such words mean that a permission or discretion is disallowed.

Must or Must Not. Whenever the word “must” is used as a verb, such word means that a requirement is imposed. Whenever the words “must not” are used as a verb, such words mean that a requirement not to is imposed.

Will or Will Not. Whenever the word “will” is used as a verb, such word means that a requirement is imposed for a future contingency or in the future tense that, unless otherwise stated, must be carried out after the event that gives rise to the requirement. Whenever the words “will not” are used as a verb, such words mean that a requirement not to is imposed for a future contingency or in the future tense that, unless otherwise stated, must not be carried out after the event that gives rise to the requirement. For the avoidance of doubt, there is no material difference between the words “will” and “must,” or between the words “will not” and “must not,” except that “will” and “will not” operate in the future tense. If “will,” “must,” “will not,” or “must not” is used in a context that would otherwise create ambiguity, the term will be interpreted in a manner that gives effect to the operative requirement intended by the provision.

We, Us, or Our. Unless otherwise stated, references to “we,” “us,” or “our” refer to EDA.

You or Your. Unless otherwise stated, references to “you” or “your” refer to the natural person or legal entity that has entered into, accepted, or is otherwise subject to these Terms or an applicable written engagement with EDA, including any authorized representative acting within the scope of its authority.

References.

Internal References. Unless otherwise specified, references to articles, sections, or other subdivisions in these Terms are to those parts of these Terms.

Other References. Unless otherwise specified, references to any document, rule, regulation, policy, or provision include that item as amended, supplemented, superseded, replaced, or otherwise modified from time to time, to the extent applicable.

Statutes, etc. Unless otherwise specified, any reference to a statute includes the rules, regulations, and policies made under that statute and any provision that amends, consolidates, supplements, supersedes, or replaces that statute or those rules, regulations, or policies.

General Rules of Construction.

Accounting Principles. Unless otherwise specified, where the character or amount of any asset, liability, revenue, expense, or other accounting item is required to be determined, or any accounting computation is required to be made, that determination or computation must be made in accordance with generally accepted accounting principles in the United States.

Calculation of Time. Unless otherwise specified, a period of days begins on the first day after the event that began the period and ends at 5:00 p.m. Eastern Time on the last day of the period. If any period of time is to expire, or any action or event is to occur, on a day that is not a Business Day, the period expires, or the action or event is considered to occur, at 5:00 p.m. Eastern Time on the next Business Day.

Construction of Terms. Any rule of legal interpretation to the effect that any ambiguity is to be resolved against the drafting party will not apply.

Currency. Unless otherwise specified, all dollar amounts expressed refer to United States currency.

Gender. Unless the context requires otherwise, words importing gender include all genders.

Headings and Table of Contents. The headings, subheadings, titles, table of contents, and division of these Terms into articles, sections, schedules, exhibits, appendices, or other subdivisions do not affect interpretation.

Number. Unless the context requires otherwise, words importing the singular include the plural and vice versa.

Time of Essence. Unless otherwise stated, time is of the essence of every provision that specifies a time for performance.

Knowledge. Where any representation, statement, or warranty is expressed to be “to its knowledge,” or is otherwise limited to facts or matters known to a party or of which a party is aware, it means the then-current actual, and not constructive, knowledge of that party. “Knowledge” does not imply any examination, inspection, investigation, or other inquiry. A party other than an individual will be deemed to have “knowledge” if any individual serving as a director, officer, partner, trustee, executor, or similar representative of that party has such knowledge.

Incorporations.

Incorporation by Reference. The provisions of any EDA Agreement referenced in any other EDA Agreement are incorporated into that other agreement by reference, except to the extent expressly limited by the applicable agreement.

Incorporation of Recitals. The recitals to any EDA Agreement are incorporated into that agreement to the extent the applicable agreement so provides.

Conflicts.

Conflict with Law. Unless otherwise stated, in the event of any conflict or inconsistency between these Terms and applicable law, these Terms will control and prevail to the maximum extent permitted by applicable law.

Conflict with Engagement Agreement. Unless otherwise stated, in the event of any conflict or inconsistency between these Terms and an applicable written Engagement Agreement accepted by EDA, that Engagement Agreement will control solely with respect to the applicable Engagement.

In the event of any conflict or inconsistency between these Terms and the applicable Additional Terms, the applicable Additional Terms control solely with respect to that category. In the event of any conflict or inconsistency between the applicable Additional Terms and an Engagement Agreement, the Engagement Agreement controls solely with respect to the applicable Engagement.

Conflict with Privacy Policy. In the event of any conflict or inconsistency between these Terms and the Privacy Policy, these Terms control. The Privacy Policy does not expand EDA’s contractual obligations or create contractual duties beyond those expressly stated in these Terms or required by applicable law.

Conflict with Copyright Notice. In the event of any conflict or inconsistency between the Copyright Notice and these Terms, any Additional Terms, the Privacy Policy, any Engagement Agreement, or any other policy, notice, agreement, or document incorporated into or referenced by these Terms, the Copyright Notice controls with respect to matters expressly governed by the Copyright Notice concerning Other Materials. With respect to matters expressly governed by the Copyright Notice concerning EDA Materials, the Copyright Notice controls except to the extent an applicable written Engagement Agreement accepted by EDA expressly provides otherwise. The Copyright Notice does not control with respect to matters outside the scope expressly governed by that notice.

Applicability and Acceptance

These Terms apply to each Engagement. By signing an Engagement Agreement, providing written Instructions, authorizing EDA to perform expressly instructed administrative actions, or accepting the benefit of EDA’s performance, you agree to be bound by these Terms. An Engagement Agreement becomes binding only when accepted by EDA. EDA may accept an Engagement Agreement by written confirmation, invoice, commencement of services, performance of instructed administrative actions, or other written or recorded act evidencing acceptance. No signature by EDA is required unless the applicable Engagement Agreement expressly requires one.

Reference forms are available for review for the Engagement Agreement (athttps://edacre.com/engagement-agreement.html) and for the Entity Scope List (athttps://edacre.com/engagement-agreement/entity-scope-list.html). When an engagement is accepted, EDA prepares the applicable documents with known engagement details.

Nature and Scope of Services

EDA performs administrative actions for entities, documents, and addresses solely as expressly instructed in writing. All services are administrative in nature and limited to the execution of Instructions. EDA is not engaged to originate transactions, control the transaction process, participate in transaction decision-making, or exercise judgment or discretion.

Each Engagement is limited to a single Transaction. The inclusion of multiple legal entities within a Transaction does not create multiple engagements but affects scope and applicable per-entity service fees only.

For purposes of administering an Engagement, EDA acts only on the identity of the Transaction as stated in written Instructions. EDA does not infer that later-supplied details, changed details, or later administrative requests relate to the same previously identified Transaction. Where a property, principal party, transaction structure, or other transaction-identifying detail changes, or where later-supplied details are provided, written Instructions must expressly state whether the matter remains the same previously identified Transaction or constitutes a new Transaction.

EDA does not determine whether matters are commercially related, economically connected, part of the same overall strategy, or substantively a continuation of one another, and acts only on the identity of the Transaction stated in written Instructions.

A separate Engagement is required for each separate transaction. Administrative services requested after transaction closing may be performed within the same Engagement only if expressly instructed in writing and expressly tied to the same previously identified Transaction; otherwise, a separate Engagement is required.

No Advisory or Fiduciary Role

EDA does not provide legal, tax, regulatory, financial, fiduciary, brokerage, agency, property management, leasing, valuation, investment, financing, escrow, title, settlement, or other professional advice or services. EDA does not interpret law, agreements, or governance documents; determine legal, regulatory, or compliance requirements; recommend actions; solicit, market, negotiate, or procure transaction parties or transaction terms; or evaluate consequences. You must not rely on EDA as an advisor, broker, agent, fiduciary, escrow holder, title provider, settlement provider, or transaction intermediary.

Ongoing Boundaries

EDA does not monitor, calendar, remind, advise on, or take responsibility for obligations, actions, deadlines, or requirements. EDA has no duty to identify, track, notify, or warn of requirements, whether imposed by law, regulation, contract, lender, counterparty, or custom.

Governance Documents

EDA does not draft, amend, revise, update, or maintain governance documents. EDA may file public-record amendments you instruct EDA to file; however, any changes to operating agreements, bylaws, shareholder agreements, resolutions, or other internal governance documents must be prepared and approved by you or your authorized advisors. When governance documents are cited, summarized, or reflected in any administrative materials EDA prepares, such references are based solely on finalized versions you provide and are included for identification or informational purposes only. EDA does not review, verify, interpret, confirm the accuracy, completeness, effectiveness, or currentness of, or opine on, any such documents or their contents.

Reliance on Instructions

EDA relies exclusively on Instructions. EDA does not infer intent, fill gaps, reconcile conflicting Instructions, prioritize among competing Instructions, or infer continuity between matters. EDA does not verify, validate, investigate, confirm, determine the completeness of, or assess the accuracy or legality of any information or Instructions provided. If Instructions are unclear, inconsistent, incomplete, or conflicting, if the identity of a Transaction is unclear, if a later-supplied transaction-identifying detail is not expressly tied to the same previously identified Transaction, or if a missing transaction-identifying detail becomes necessary to perform an instructed administrative action, EDA must suspend performance until revised written Instructions are received.

Accuracy and Verification

EDA does not verify accuracy, correctness, or completeness. All administrative actions reflect your supplied instructions exactly and are performed without independent confirmation or evaluation.

Records on File

“Records on file” refers only to records you provide to EDA or public records retrieved for the transaction. EDA does not represent that those records, or any record set, are accurate, correct, complete, current, authoritative, or sufficient for any purpose.

Your Responsibilities

You remain solely responsible for all transaction decisions and outcomes; legal and commercial judgments; compliance with applicable law; entity authority and structure; document sufficiency and enforceability; satisfaction of third-party requirements; and the actions of your advisors and representatives.

Engagement Period

Each Engagement exists only with respect to expressly instructed administrative actions tied to a single Transaction. No continuing obligation exists between instructed administrative actions. Closing does not by itself terminate the ability to perform a later administrative action within the same Engagement if that administrative action is expressly instructed in writing and expressly tied to the same previously identified Transaction. Any administrative action not expressly tied to the same previously identified Transaction requires a separate Engagement. EDA does not provide maintenance, monitoring, recurring administration, periodic updating, or standing support for entities, documents, and addresses.

Suspension or Refusal of Performance

EDA must decline or suspend performance of any requested action that would require judgment, discretion, interpretation, or advisory activity; that falls outside the scope of the applicable Engagement; or for which required transaction-identifying details have not been supplied in writing.

Administrative Classification

For administrative classification purposes only, EDA’s services align with NAICS 561110 (Office Administrative Services). This classification is descriptive only and does not create legal status, regulatory classification, third-party rights, or obligations.

Disclaimers

Services are provided solely as instructed and as available, without representations or warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, timeliness, or third-party acceptance. EDA does not guarantee transaction outcomes, filing acceptance, satisfaction of lender or governmental requirements, or processing times. EDA has no duty to monitor deadlines, calendar obligations, remind parties of requirements, warn of post-closing obligations, or track changes in applicable law or regulation, including changes affecting transaction documentation or filings. EDA does not perform identity verification, know-your-customer, anti-money laundering compliance, screening, or monitoring.

Additional Terms by Service Category

TheEntities Additional Terms,Documents Additional Terms, andAddresses Additional Termspublished on this website and expressly identified as Additional Terms are incorporated into these Terms by reference solely with respect to the corresponding category of administrative services.

If an administrative service falls within one of those categories, the applicable Additional Terms form part of these Terms for that category.

Fees

Service fees apply on a per-entity basis unless expressly agreed otherwise in writing. Where an Engagement involves more than one legal entity, each entity constitutes a separate fee-bearing unit.

Any adjustment to per-entity service fees applies only to future engagements and does not affect per-entity service fees agreed in writing for an existing Engagement.

Service fees are non-refundable and are not subject to proration, regardless of transaction outcome, timing, or completion.

Third-Party Costs

Government filing fees, state charges, and similar third-party costs are not included in service fees and are passed through at cost without markup, as instructed in writing.

Payment

Unless otherwise agreed in writing, service fees are earned upon acceptance of the Engagement and are payable upfront. If EDA agrees in writing that service fees may be paid at transaction closing pursuant to written closing or settlement Instructions, those fees remain due regardless of whether the transaction closes unless EDA expressly agrees otherwise in writing. EDA is not an escrow agent and does not hold funds in trust. EDA may require a payment method to be provided in advance to avoid transaction delays.

Limitation of Liability

To the maximum extent permitted by applicable law, EDA is not liable for indirect, incidental, consequential, special, exemplary, or punitive damages. EDA’s aggregate liability arising out of or relating to an Engagement must not exceed the fees paid to EDA for that Engagement. EDA is not liable for the acts or omissions of government agencies, filing offices, third-party service providers, transaction counterparties, or advisors. Where limitations of liability are restricted by applicable law, liability is limited to the maximum extent permitted by applicable law.

Indemnification

You must indemnify, defend, and hold harmless EDA and its owners, officers, contractors, and agents from and against any claims, liabilities, damages, losses, costs, or expenses, including reasonable attorneys’ fees, arising out of or relating to Instructions, transaction matters, or reliance on services. This obligation survives termination.

Acceptable Use

You must not use this website, communications with EDA, or EDA’s services to submit false or unauthorized Instructions, misrepresent authority, seek advisory services, request services outside the scope of the applicable transaction, interfere with administrative operations, or engage in unlawful, abusive, deceptive, or harassing conduct. EDA may decline or suspend services or communications that violate these Terms.

Notices

EDA may provide notices to you by email to your registered or last-provided email address, by text message to your registered or last-provided telephone number, by mail to your registered or last-provided mailing address, or by any other method expressly permitted by these Terms, the applicable Engagement Agreement, or applicable law.

You must provide formal notice to EDA by delivery in writing to EDA’s registered agent, as identified in applicable public filings, unless EDA expressly accepts another notice method in writing. Notices to EDA must be in English.

Except as otherwise expressly provided in these Terms, notices are deemed given and received as follows:

• for notices transmitted by electronic means, two Business Days after transmission if the transmission is electronically confirmed as successfully transmitted;
• for notices sent by certified mail, fourteen Business Days after deposit in the United States mail, postage and fees prepaid;
• for notices sent by major courier for overnight delivery, fourteen Business Days after delivery to the courier, charges prepaid or charged to the sender’s account.

Communications delivered by any other method are not formal notices unless EDA expressly accepts that method in writing. Email links, website forms, copy templates, and inquiry addresses are provided for administrative convenience only and are not methods for service of process or formal legal notice unless expressly stated otherwise in writing by EDA.

Governing Law and Dispute Resolution

These Terms are governed by the law specified in a written Engagement Agreement, or if none, by the laws of the State of Delaware, without regard to its conflicts of law principles. To the maximum extent permitted by applicable law, disputes must be resolved by binding arbitration on an individual basis, and class actions are waived. EDA may seek injunctive or equitable relief to protect rights owned by, licensed to, or enforceable by EDA, including intellectual property and contractual rights. Where arbitration is unenforceable, disputes must be resolved in the state or federal courts located in the governing state.

Severability and Waiver

If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect. Failure to enforce any provision does not constitute a waiver of future enforcement.

Contact

Questions regarding these Terms may be directed tolegal@contact.edacre.com.

Email EDA

Question Template

If your email application does not open automatically, copy and paste the template below into a new message addressed to legal@contact.edacre.com. The Copy Template and the Copy Email Address buttons are provided for convenience.

Copy TemplateCopy Email Address

Subject: EDA — Terms of Service

INSTRUCTIONS
Please use this email to contact EDA regarding the Terms. You may state your question or request below in plain language. Please include only information you are authorized to share, and please do not include sensitive personal information unless required for the request.

TERMS INQUIRY DETAILS

Domain: edacre.com
Page: Terms
Adopted Date shown on page: 2026-05-16
Page Display Date (UTC) shown on page: 2026-08-25
Page Display Date (Local) shown on page: 2026-08-25

SUBMITTER
What is your full legal name?
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What is your capacity? (Pick one: "Principal" or "Authorized Advisor")
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QUESTION OR REQUEST
What type of question or request do you have? (Pick one: "Correction" or "Request a copy of the current Terms" or "Inquire about notices" or "Other")
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What topic or section are you asking about?
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What is your question or request?
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The email links and copy template are provided for convenience.

This email channel is for inquiries only and is not a method for service of process or formal notice under the Notices section.