TERMS OF SERVICE

These Terms of Service (the “Terms”) govern entity administrative services provided by EDA and apply to each engagement unless expressly superseded by a written agreement entered into or accepted by EDA and the applicable client.

Definitions

The following definitions apply to these Terms:

• EDA means the entity providing entity administrative services under these Terms.
• You means the natural person or legal entity that has entered into and is subject to an agreement with EDA, including any authorized representative acting within the scope of its authority.
• Engagement means a single, discrete administrative engagement relating to one identified commercial real estate transaction.
• Instructions means written directions expressly provided to EDA by you or by your authorized advisors.
• Law means applicable statutes, rules, regulations, and policies.
• Business Day means a day on which banks are open for business in New York, New York.
• USD means United States dollars.

Applicability and Acceptance

These Terms apply to each Engagement. By entering into an agreement with EDA or by authorizing EDA to perform administrative actions pursuant to such an agreement, you agree to be bound by these Terms. No person or entity is bound unless and until such an agreement exists.

Nature and Scope of Services

EDA provides entity administrative services 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, manage transactions, participate in decision-making, or exercise judgment or discretion.

Each Engagement is limited to a single identified commercial real estate 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.

A separate Engagement is required for each separate transaction and for any administrative services requested after transaction closing.

No Advisory or Fiduciary Role

EDA does not provide legal, tax, regulatory, financial, fiduciary, or other professional advice. EDA does not interpret Law, agreements, or governance documents; assess compliance; recommend actions; or evaluate consequences. You must not rely on EDA as an advisor.

Reliance on Instructions

EDA relies exclusively on Instructions. EDA does not infer intent, fill gaps, reconcile conflicting Instructions, or prioritize among competing Instructions. EDA does not verify, validate, investigate, confirm, or assess the accuracy, legality, completeness, or appropriateness of any information or Instructions provided. If Instructions are unclear, inconsistent, incomplete, or conflicting, EDA must suspend performance until revised written Instructions are received.

Your Responsibilities

You remain solely responsible for all transaction decisions and outcomes; compliance with 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 terminates automatically upon transaction closing. Any post-closing services require a separate written engagement and are limited to the execution of Instructions—such post-closing engagement terminates automatically upon completion of the expressly instructed administrative actions.

Suspension or Refusal of Performance

EDA must decline or suspend performance of any requested action that would require judgment, discretion, interpretation, or advisory activity, or that falls outside the scope of the applicable Engagement.

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 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.

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 payable either upfront or at transaction closing pursuant to written closing or settlement instructions. 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 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 Law, liability is limited to the maximum extent permitted by 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 EDA’s website, communications, or services to submit false or unauthorized Instructions, misrepresent authority, seek advisory services, request services outside the scope of a commercial real estate 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.

Governing Law and Dispute Resolution

These Terms are governed by the law specified in a written engagement, 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 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 its intellectual property or contractual rights. Where arbitration is unenforceable, disputes must be resolved in the state or federal courts located in the governing state.

Interpretation

The following rules apply to the interpretation of these Terms:

• “and/or” means both “and” as well as “or.” “and” is not conjunctive, and “or” is not exclusive, unless the context requires otherwise.
• “include,” “includes,” and “including” are non-exclusive and mean “without limitation.”
• “may” grants permission or discretion; “may not” disallows permission or discretion.
• “must” imposes a requirement; “must not” imposes a requirement not to.
• “will” and “will not” impose requirements in the future tense and are equivalent in force to “must” and “must not,” respectively.
• “we,” “us,” and “our” refer to EDA; “you” and “your” refer to You.
• References to sections refer to sections of these Terms.
• References to Law include amendments, replacements, and rules issued under it.
• Where required, calculations must be made in accordance with generally accepted accounting principles in the United States.
• A period of days begins on the first day after the event that began the period and ends at 5:00 p.m. Eastern Standard Time on the last day. If an action is due on a day that is not a Business Day, it is due at 5:00 p.m. Eastern Standard Time on the next Business Day.
• If these Terms conflict with Law, these Terms control to the maximum extent permitted by Law.
• No rule of interpretation resolves ambiguity against the drafting party.
• Dollar amounts refer to USD unless stated otherwise.
• Words importing the singular include the plural and vice versa; words importing gender include all genders, unless the context requires otherwise.
• Headings and formatting do not affect interpretation.
• Time is of the essence for each provision that specifies a time for performance, unless stated otherwise.

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 to legal@contact.EDACRE.com.

Email EDA

Question Template

If your email application does not open automatically, copy 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 Template Copy Email Address

Subject: EDA Terms of Service

Section or topic: 

Question: 

Relevant transaction (if any):