Terms of Service – Victory Closings

VICTORY CLOSINGS, LLC

MASTER TRANSACTION COORDINATION SERVICES AGREEMENT

Effective Date: 9-2-2026

This Master Transaction Coordination Services Agreement (“Agreement” or “MSA”) is entered into by and between Victory Closings, LLC, an Arizona limited liability company (“Victory Closings,” “Victory,” “Coordinator,” “TC,” “we,” “us,” or “our”), and the real estate brokerage, broker, licensed real estate professional, team, entity, or other business identified in the applicable enrollment, service order, transaction authorization (“Client,” “you,” or “your”).

Victory and Client may individually be referred to as a “Party” and collectively as the “Parties.”

PURPOSE AND COMMERCIAL NATURE OF AGREEMENT

This Agreement establishes the terms under which Victory provides administrative transaction coordination, file management, listing coordination, deadline tracking, communication facilitation, compliance-document organization, closing coordination, and related administrative support services selected by Client.

Victory’s purpose is to assist Client with the administrative and logistical execution of real estate transactions so that Client may devote greater attention to representation, negotiations, advice, client relationships, prospecting, and other activities reserved to Client.

This Agreement is intended as a business-to-business commercial services agreement.

Buyers, sellers, borrowers, landlords, tenants, lenders, title companies, escrow companies, cooperating brokers, vendors, inspectors, appraisers, homeowners’ associations, attorneys, consumers, and other transaction participants are not clients of Victory solely because Victory communicates with them or performs administrative services concerning a transaction.

AGREEMENT STRUCTURE

This MSA governs all Services provided by Victory unless the Parties expressly agree otherwise in a writing signed by an authorized representative of Victory.

Services may additionally be governed by one or more:

Service Orders;
transaction authorizations;
service-package descriptions;
fee schedules;
account enrollment documents;
brokerage authorizations;
statements of work;
state-specific addenda;
data-processing addenda;
written change orders; or
other written instruments expressly incorporated into this Agreement

Collectively, these documents are referred to as “Service Documents.”

If conflicting terms exist, the following order of precedence applies:

mandatory applicable law;
applicable state-specific addendum;
mutually executed Service Order or Statement of Work expressly modifying this MSA;
this MSA;
applicable service-package description;
applicable fee schedule; and
routine correspondence or administrative communications.

An email, text message, transaction note, or instruction relating to the administration of an individual file does not amend this Agreement unless it expressly states that it amends the Agreement and is approved by an authorized representative of Victory.

DEFINITIONS

For purposes of this Agreement:

“Agent” means the licensed real estate salesperson, broker, associate broker, or other authorized real estate professional for whom Services are performed.

“Authorized Client Contact” means a person Client has designated as authorized to issue administrative instructions to Victory.

“Brokerage” means the brokerage or employing/supervising broker having regulatory responsibility for the applicable Agent or transaction.

“Business Day” means Monday through Friday, excluding United States federal holidays and any published Victory holiday or office closure.

“Client Data” means documents, information, credentials, communications, records, personal information, and other material supplied to or accessed by Victory in connection with the Services.

“File” means an individual listing, contract, transaction, or other matter accepted by Victory for Services.

“Services” means only the services expressly accepted by Victory under this Agreement and the applicable Service Documents.

“Transaction Parties” means all persons or entities participating in or associated with a real estate transaction other than Victory.

CONDITION PRECEDENT TO SERVICES — FILE ACCEPTANCE

Delivery of a document, contract, email, text, portal submission, notification, or other information to Victory does not by itself create a duty to act.

Victory’s obligations concerning an individual File begin only after Victory has:

received the information reasonably required to establish the File;
determined that the requested Services fall within Victory’s permitted scope;
accepted the File; and
provided confirmation of acceptance through Victory’s designated system, email, portal, or other authorized communication method.

The date and time of that confirmation shall constitute the “File Acceptance Time.”

Victory has no responsibility for:

deadlines expiring before the File Acceptance Time;
deadlines requiring action before Victory has received the governing document;
documents Client failed to provide;
amendments Client failed to provide;
information located in systems Victory was not instructed or authorized to access;
undisclosed oral agreements;
deadlines contained in documents not delivered to Victory’s designated intake method; or
events occurring before Victory accepted responsibility for the applicable administrative task.

Client shall not presume that Victory has received, reviewed, or assumed responsibility for any File until File acceptance has been affirmatively confirmed.

CLIENT INTAKE OBLIGATION

Client shall provide Victory with a complete, legible, fully executed copy of all applicable transaction documents as soon as reasonably practicable after execution and, in all cases, sufficiently before the first applicable deadline to permit administrative processing.

Unless a shorter period is required by the transaction, Client shall endeavor to provide applicable documents no later than one (1) Business Day after execution.

If a deadline will occur within one Business Day after execution, Client shall immediately identify the deadline when submitting the File.

Client’s failure to timely deliver a document, amendment, notice, disclosure, instruction, or other material relieves Victory from responsibility for delays or consequences attributable to that failure.

GENERAL SCOPE OF SERVICES

Subject to the selected service package and applicable law, Victory may provide administrative services including:

6.1 File Setup

establish an electronic transaction File;
enter information supplied by Client;
organize transaction documentation;
create administrative checklists;
identify dates expressly stated in transaction documents;
identify apparently missing administrative documents;
establish transaction contact records; and
initiate permitted administrative communications.

6.2 Document Coordination

Victory may:

collect documents;
organize documents;
transmit documents;
request outstanding documents;
monitor document receipt;
track signatures;
upload documents to authorized systems;
name and categorize files;
maintain administrative checklists; and
notify Client concerning apparent omissions.

Victory does not independently determine the legal adequacy, enforceability, completeness, accuracy, or sufficiency of a document unless Victory has expressly undertaken a separate legally authorized service permitting such determination.

6.3 Transaction Coordination

Victory may coordinate administrative communications with permitted Transaction Parties concerning:

scheduling;
document status;
receipt confirmations;
administrative milestones;
contact information;
inspection scheduling;
appraisal scheduling;
title or escrow administrative status;
HOA document status;
loan milestone status;
signing logistics;
final walkthrough scheduling;
closing logistics;
recording confirmation;
possession logistics; and
other non-substantive administrative matters.

OPTIONAL LISTING COORDINATION SERVICES

Where included in Client’s selected service package, Victory may provide permitted listing-preparation and listing-coordination services, including:

collecting property and seller-provided information;
organizing listing documentation;
coordinating photography or vendor scheduling;
assembling broker-approved listing materials;
coordinating signatures on broker-approved forms;
collecting property-related documents;
creating administrative listing checklists;
uploading information to authorized systems where permitted;
coordinating installation or removal of signs and lockboxes through approved vendors;
tracking listing-readiness tasks; and
other clerical or administrative listing functions permitted by applicable law and Brokerage policy.

Victory shall not independently determine:

listing price;
property value;
marketing strategy requiring licensed judgment;
material property representations;
contractual terms;
commission terms;
concessions;
disclosure obligations; or
any matter requiring a licensed real estate determination.

DEADLINE TRACKING AND CALENDARING

Victory may identify and administratively track contractual dates appearing in documents timely delivered to Victory, including, as applicable:

earnest money;
due diligence;
inspection;
disclosure;
HOA;
title;
appraisal;
financing;
loan-status;
contingency;
walkthrough;
signing;
funding;
closing;
recording;
possession; and
other expressly stated dates.

Victory may send reminders and follow-up communications as an administrative convenience.

8.1 Independent Responsibility of Client

Victory’s deadline tracking supplements, but does not replace, Client’s independent professional responsibility to know, monitor, evaluate, and satisfy contractual deadlines.

Client shall maintain its own calendar and supervisory system for material contractual deadlines.

Victory does not become:

Client’s legal calendar;
Brokerage’s statutory recordkeeper;
Agent’s supervising broker;
a guarantor of contractual performance; or
the party legally responsible for exercising rights or remedies under a contract.

8.2 Ambiguous Deadlines

If a contractual deadline requires interpretation, calculation based upon a legally significant event, or professional judgment, Victory may identify the issue for Client but shall not be required to make the legal determination.

Client or Client’s broker or attorney must provide the controlling interpretation.

8.3 Amendments

Victory has no obligation to revise a deadline unless the amendment or other document modifying that deadline is timely delivered to Victory.

COMMUNICATION COORDINATION

Victory may communicate with Transaction Parties when reasonably necessary to perform permitted administrative Services.

Such communications may include communications with:

Client;
Brokerage personnel;
cooperating brokerage personnel;
title companies;
escrow companies;
lenders;
loan processors;
transaction coordinators;
attorneys;
inspectors;
appraisers;
HOA management companies;
photographers;
contractors;
administrative vendors; and
buyers or sellers solely as permitted by applicable law and Client’s authorization.

Victory’s communications are administrative in nature.

Victory does not become the representative, agent, advocate, fiduciary, advisor, or negotiator of any consumer by communicating with that consumer.

AUTHORIZED INSTRUCTIONS AND HIERARCHY OF AUTHORITY

Victory may rely upon instructions that reasonably appear to originate from an Authorized Client Contact.

Client is responsible for maintaining an accurate list of Authorized Client Contacts.

If conflicting instructions are received, Victory may suspend the affected task until the conflict is resolved.

Unless applicable law or written Brokerage policy requires otherwise, the following hierarchy shall control conflicting instructions:

lawful written instruction from the supervising/employing broker;
lawful written instruction from Client’s designated broker or administrator;
lawful written instruction from the Agent;
administrative request from other Transaction Parties.

Victory may decline any instruction that:

appears unlawful;
exceeds Victory’s contractual scope;
appears to require professional licensure;
conflicts with Brokerage policy;
presents a cybersecurity or fraud concern;
conflicts with another instruction;
materially increases risk to Victory; or
would cause Victory to act outside its permitted administrative role.

Declining such an instruction shall not constitute breach of this Agreement.

ESCALATION

Victory may promptly escalate to Client matters involving apparent:

negotiation;
contract modification;
inspection disputes;
repair demands;
concessions;
financing concerns;
appraisal disputes;
title defects;
deadline extensions;
client complaints;
legal questions;
disputed instructions;
earnest-money disputes;
commission disputes;
closing delays;
fraud indicators;
disclosure concerns; or
matters requiring professional judgment.

Escalation means notifying Client of an issue known to Victory.

It does not impose upon Victory a duty to independently discover, investigate, diagnose, interpret, or resolve matters outside Victory’s agreed administrative scope.

EXPRESSLY EXCLUDED SERVICES

Unless Victory separately agrees in writing and the service is lawful for the person performing it, Victory shall not:

negotiate purchase price;
negotiate listing price;
negotiate repairs;
negotiate concessions;
negotiate credits;
negotiate commission;
negotiate contractual rights or obligations;
recommend acceptance or rejection of an offer;
provide pricing advice;
provide opinions of property value;
provide legal advice;
provide tax advice;
provide accounting advice;
provide lending advice;
provide investment advice;
interpret legal rights;
determine whether a party is in breach or default;
approve or reject contractual amendments;
approve extensions;
determine whether a contingency should be waived;
draft or originate substantive transaction documents where prohibited;
independently insert substantive contractual terms;
sign documents on behalf of Client or a consumer;
bind Client or Brokerage;
make representations concerning property condition;
make disclosure determinations;
supervise licensed real estate activity;
procure prospects where doing so requires licensure;
engage in activities constituting brokerage;
perform escrow services;
perform title services;
perform settlement services requiring separate authorization;
hold client funds;
hold earnest money;
withdraw trust funds;
maintain a brokerage trust account;
determine commission entitlement; or
undertake any activity requiring a professional license Victory or the individual performing the service does not possess.

NO PRACTICE OF REAL ESTATE, LAW, TAX, ESCROW, TITLE, OR FINANCE

Victory is engaged to provide administrative support.

Nothing in this Agreement:

grants Victory authority to practice real estate;
creates an attorney-client relationship;
authorizes Victory to render legal advice;
makes Victory a lender, mortgage broker, title agent, escrow agent, settlement agent, accountant, tax advisor, investment advisor, property inspector, or appraiser;
delegates Client’s fiduciary obligations to Victory; or
transfers a Brokerage’s supervisory or regulatory responsibilities to Victory.

Where a question exceeds Victory’s administrative scope, Victory may refer the matter to Client, Brokerage, counsel, or another appropriately qualified professional.

NATIONWIDE SERVICE AND STATE-SPECIFIC COMPLIANCE

Real estate laws, licensing laws, brokerage regulations, compensation rules, privacy requirements, advertising restrictions, recordkeeping obligations, and permissible activities vary by jurisdiction.

Accordingly:

14.1 Property Jurisdiction

Client shall accurately identify the state and jurisdiction in which each property is located.

14.2 State Law Controls Regulated Activity

Victory will provide only those Services that Victory determines may lawfully be provided under the circumstances.

No provision of this Agreement authorizes an activity prohibited by applicable law.

14.3 State-Specific Restrictions

Victory may:

limit Services;
modify workflows;
require Brokerage approval;
require direct broker supervision;
require a state-specific addendum;
assign appropriately licensed personnel;
exclude particular tasks;
require Client to perform a task directly; or
decline a File

when Victory determines such action is appropriate because of applicable law, regulation, agency guidance, Brokerage policy, licensing requirements, or regulatory uncertainty.

Such action shall not constitute breach.

14.4 Mandatory Law

Any mandatory law of the jurisdiction governing a transaction controls over conflicting contractual language solely to the extent that the law cannot lawfully be varied by agreement.

The remaining terms of this Agreement remain enforceable.

14.5 Arizona Transactions

For Arizona transactions, Victory shall not knowingly assign an unlicensed person to perform an activity requiring an Arizona real estate license.

Where Arizona law requires a particular employment, supervision, compensation, licensing, or brokerage relationship for an unlicensed administrative assistant to perform a task, performance of that task is expressly conditioned upon satisfaction of those requirements.

Without limitation, unlicensed personnel shall not be directed to originate substantive real-estate documents, provide advice, provide pricing or opinions of value, negotiate concerning property or a transaction, or perform other activity requiring licensure.

14.6 Client’s Brokerage Compliance

Client remains responsible for determining whether its Brokerage permits the use of third-party transaction coordination services and for obtaining all approvals required by its Brokerage.

BROKERAGE AUTHORIZATION

Client represents and warrants that:

Client has authority to engage Victory;
Client’s use of Victory is permitted by applicable Brokerage policy;
Client has disclosed Victory’s involvement to its supervising or employing broker when required;
Client has obtained all approvals required for Victory’s access to Brokerage systems and transaction records;
Client will not direct Victory to perform an act Client knows requires licensure that the assigned Victory representative does not possess; and
Client will promptly notify Victory of any Brokerage restriction affecting the Services.

If Client is an individual Agent and the Brokerage has not separately executed this Agreement, Client remains personally responsible for Client’s obligations under this Agreement unless Victory expressly agrees otherwise in writing.

Nothing in this Agreement represents that an Agent has authority to legally bind a Brokerage merely because the Agent engages Victory.

CLIENT’S NON-DELEGABLE RESPONSIBILITIES

Client retains exclusive responsibility for:

representation of Client’s clients;
fiduciary obligations;
contract interpretation;
contractual decisions;
negotiation;
pricing;
disclosure decisions;
statutory compliance;
licensing compliance;
Brokerage compliance;
supervisory obligations;
transaction strategy;
property representations;
legal and professional advice;
review of material communications;
approval of contractual terms;
commission arrangements;
consumer disclosures;
handling of client funds;
monitoring of material contractual deadlines;
responding to escalated matters;
supervising licensed activities; and
determining whether a transaction should proceed, terminate, extend, or be modified.

Victory’s involvement does not diminish these responsibilities.

CLIENT DUTY TO PROVIDE ACCURATE INFORMATION

Victory may rely upon Client Data without independent verification.

Client represents that information provided to Victory is, to Client’s knowledge:

accurate;
current;
complete;
lawfully obtained; and
authorized for Victory’s use.

Victory is not liable for any consequence arising from inaccurate, incomplete, stale, fraudulent, or misleading information supplied by Client or any third party.

Client shall immediately notify Victory upon discovering a material error.

BUYERS, SELLERS, AND OTHER CONSUMERS

Unless Victory separately contracts directly with a consumer, the consumer is not Victory’s client.

Administrative communications with consumers do not create:

an agency relationship;
fiduciary relationship;
advisory relationship;
professional-client relationship; or
third-party beneficiary status.

Consumers must direct questions concerning legal rights, contractual decisions, negotiation, property condition, financing, tax matters, or transaction strategy to their licensed representative or qualified professional.

COMMUNICATION CONSENT AND MARKETING COMPLIANCE

Client is solely responsible for establishing the lawful basis for communications that Client instructs Victory to make on Client’s behalf.

Client represents and warrants that it has obtained all consents, permissions, and authorizations required by applicable law for Victory to contact persons using:

email;
telephone;
SMS/text messaging;
automated systems;
transaction portals; or
other communication methods requested by Client

Victory shall not be required to engage in marketing, solicitation, or promotional communications unless separately authorized.

Client shall promptly inform Victory of:

opt-outs;
do-not-contact requests;
consent revocations;
communication restrictions; or
complaints

Client shall not instruct Victory to disregard a lawful revocation or opt-out.

EMAIL AND SHARED-INBOX MANAGEMENT

Where Client authorizes email delegation or shared-inbox access, Victory may, within the selected scope:

organize transaction emails;
apply labels;
categorize communications;
archive completed administrative communications;
prepare draft responses;
send approved administrative communications;
forward relevant communications;
identify apparent transaction-related messages; and
maintain administrative organization

Victory is not obliged to monitor an email account continuously or twenty-four hours per day.

Victory shall not be liable for a communication Client or a third-party email system:

filters;
quarantines;
delays;
rejects;
misroutes;
deletes;
fails to synchronize; or
fails to make available.

Client remains responsible for independently monitoring Client’s own communications.

TECHNOLOGY ACCESS

Client may authorize Victory to access systems including:

transaction-management systems;
CRM platforms;
Brokerage compliance platforms;
email;
cloud storage;
electronic-signature systems;
title or escrow portals;
commission systems;
scheduling systems; and
other Client-approved applications.

Client represents that it has legal authority to grant such access.

Victory may rely upon permissions supplied through Client-controlled systems.

CREDENTIAL AND CYBERSECURITY REQUIREMENTS

Whenever practicable, Client shall provide delegated access rather than shared passwords.

Client shall:

use strong authentication;
enable multi-factor authentication where available;
maintain secure credentials;
promptly revoke former users;
promptly report suspected compromise;
maintain secure endpoints; and
avoid transmitting credentials through insecure channels.

Victory is not responsible for security vulnerabilities originating within Client’s systems, devices, credentials, networks, vendors, or configurations.

Victory may immediately suspend access where Victory reasonably suspects:

credential compromise;
malware;
phishing;
impersonation;
unauthorized access;
data exfiltration; or
other cybersecurity risk.

WIRE FRAUD AND FUNDS-TRANSFER PROTECTION

VICTORY IS NOT AN ESCROW AGENT, BANK, TITLE COMPANY, FUNDS CUSTODIAN, OR WIRE-INSTRUCTION AUTHORITY.

Victory shall not be responsible for independently authenticating bank-account information or the identity of a person transmitting wire instructions.

Neither Client nor any Transaction Party should rely solely upon email, text message, or electronically transmitted wire instructions.

Any person sending funds should independently verify instructions directly with the financial institution, escrow company, or title company using independently obtained and trusted contact information.

Victory shall not:

receive earnest money;
custody transaction funds;
transfer transaction funds;
withdraw trust funds;
alter wire instructions;
guarantee authenticity of wire instructions; or
guarantee protection against business-email compromise or social engineering.

Any suspicious or changed payment instruction should be independently verified before funds are transmitted.

THIRD-PARTY SERVICES AND SYSTEMS

Victory may interact with third-party systems and providers to perform the Services.

Victory does not control and is not responsible for the availability, accuracy, security, performance, acts, omissions, outages, policies, or errors of:

MLS providers;
Brokerage software;
CRM providers;
email providers;
cloud-storage providers;
electronic-signature providers;
escrow providers;
title companies;
lenders;
inspectors;
appraisers;
HOA providers;
government systems;
telecommunications providers; or
other third parties.

An outage or failure of a third-party service is not deemed a breach by Victory.

CONFIDENTIALITY

Each Party shall protect the other Party’s nonpublic confidential information using commercially reasonable safeguards.

Victory’s confidentiality obligations apply to nonpublic:

transaction information;
client information;
financial information;
credentials;
contracts;
business information;
Brokerage information; and
other Client Data.

Confidential Information does not include information that:

becomes publicly available without breach;
was lawfully known before disclosure;
is independently developed without use of Confidential Information;
is lawfully received from a third party; or
must be disclosed pursuant to law, subpoena, regulatory requirement, or court order.

Victory may disclose information to personnel, contractors, professional advisors, insurers, technology providers, and sub processors having a legitimate need for the information and subject to appropriate confidentiality obligations.

These confidentiality obligations survive termination.

DATA PRIVACY AND PROCESSING

To the extent Victory processes personal information on Client’s behalf, Victory shall process such information for legitimate purposes associated with:

providing the Services;
administering the business relationship;
maintaining security;
preventing fraud;
complying with law;
resolving disputes;
maintaining necessary records; and
improving internal service operations using data that may lawfully be used for that purpose.

Where applicable privacy law characterizes Client as a business, controller, or similar regulated entity and Victory as a service provider, contractor, processor, or similar entity, Victory shall process applicable personal information consistent with Client’s lawful instructions and the Parties shall execute any additional data-processing terms reasonably required by applicable law.

Victory does not acquire ownership of Client Data merely by processing it.

RECORD RETENTION

Victory’s systems are not intended to serve as Client’s permanent statutory recordkeeping repository unless expressly agreed otherwise.

Client remains solely responsible for preserving records for every legally required retention period.

Victory may retain operational copies of records for periods Victory determines reasonably necessary for:

contractual performance;
quality assurance;
legal compliance;
insurance;
audit;
cybersecurity;
fraud prevention;
dispute resolution; and
legitimate business-record purposes.

Victory may thereafter delete records in accordance with its retention policies unless preservation is legally required.

Client should maintain its own complete copy of each transaction File.

VICTORY INTELLECTUAL PROPERTY

Victory retains all right, title, and interest in its preexisting and independently developed:

processes;
workflows;
templates;
checklists;
operating procedures;
documentation systems;
automation;
methodologies;
training materials;
service models;
forms created by Victory;
internal documentation;
software;
scripts;
databases;
branding;
trade secrets;
know-how; and
other proprietary materials (“Victory Materials”).

Client receives only a limited, nonexclusive, nontransferable right to use deliverables supplied to Client for Client’s internal business purposes.

Client shall not, without Victory’s written permission:

resell Victory Materials;
redistribute Victory Materials commercially;
publish proprietary Victory Materials;
reverse engineer proprietary systems;
reproduce Victory training materials for third parties;
remove proprietary notices; or
use Victory Materials to create or train a competing transaction-coordination service.

Client retains ownership of Client’s transaction documents and Client-created materials.

PERSONNEL AND SUBCONTRACTORS

Victory may perform Services through:

employees;
contractors;
transaction coordinators;
administrative personnel;
specialists;
affiliates; and
authorized service providers.

Victory may reassign personnel as reasonably necessary for workload management, continuity, specialization, leave coverage, regulatory requirements, or operational efficiency.

Client does not acquire a right to the exclusive services of a particular individual unless expressly provided in a Service Order.

NONEXCLUSIVITY AND POTENTIAL COMPETING CLIENTS

Victory provides services to multiple real estate professionals and businesses.

Nothing in this Agreement prevents Victory from providing services to:

competing agents;
competing teams;
competing brokerages; or
other market participants,

provided Victory complies with its confidentiality obligations.

Victory’s provision of administrative services to another person does not itself create a conflict of interest.

SERVICE STANDARD

Victory will use commercially reasonable efforts to perform accepted Services in a professional and organized manner consistent with the applicable Service Documents.

Victory does not warrant or guarantee:

that a transaction will close;
that financing will be approved;
that an appraisal will meet expectations;
that title will be clear;
that a consumer will perform;
that third parties will respond;
that a deadline will be extended;
that a Brokerage will approve a File;
that documents will be legally sufficient;
that a transaction will comply with every legal requirement; or
that Client will avoid economic loss.

Victory’s Services are administrative support services, not an insurance product or guarantee against transaction risk.

BUSINESS HOURS AND RESPONSE TIMES

Unless an applicable Service Document expressly states otherwise, Services are provided during Victory’s then-current published business hours.

Victory does not provide continuous twenty-four-hour monitoring.

Messages received outside business hours may be treated as received on the next Business Day.

A response-time target, if published, is a service objective and not a contractual guarantee unless expressly identified as a guaranteed service level in a signed Service Order.

FORCE MAJEURE AND EVENTS OUTSIDE VICTORY’S CONTROL

Victory shall not be liable for delay, interruption, or failure caused by circumstances beyond Victory’s reasonable control, including:

natural disasters;
severe weather;
fire;
flood;
earthquake;
epidemic or pandemic;
war;
terrorism;
civil disturbance;
governmental action;
court order;
labor disruption;
utility interruption;
telecommunications outage;
internet outage;
cloud-service failure;
cyberattack;
ransomware;
denial-of-service attack;
widespread software failure;
title or escrow system outage;
lender delay;
third-party vendor failure; or
other force-majeure event.

Victory may implement reasonable business-continuity measures but does not guarantee uninterrupted service.

COMPENSATION AND SERVICE FEES

34.1 Service Fees

Client agrees to pay the fees established in the applicable Service Documents (“Service Fees”).

Unless otherwise stated, Service Fees are assessed per File, service package, subscription, or separately authorized service.

Service Fees compensate Victory for actual administrative services performed or made available under the applicable engagement and not for the referral of settlement-service business.

34.2 No Referral Compensation

No payment to Victory under this Agreement is intended as:

a referral fee;
kickback;
payment for steering;
payment for recommending a settlement-service provider;
commission split; or
compensation for business referrals.

Victory shall not knowingly accept compensation prohibited by RESPA, Regulation X, or other applicable law.

34.3 Prepayment Required; No Post-Closing Billing

All Services provided by Victory Closings, LLC are offered on a prepaid basis unless Victory expressly agrees otherwise in a separate written instrument executed by an authorized representative of Victory.

Clients shall purchase and pay in full for the applicable transaction coordination service, service bundle, transaction bundle, subscription, service package, prepaid service credit, add-on service, or other service product before Victory becomes obligated to commence, reserve, allocate, activate, or perform the applicable Services.

34.3.1 Payment as Condition Precedent to Services

Receipt of cleared and successfully processed payment is an express condition precedent to Victory’s obligation to provide the applicable Services.

Submission of a transaction, contract, File, document, request, or instruction does not obligate Victory to commence work unless:

Client has purchased the applicable Service;
all amounts required for that Service have been successfully paid, disbursed and reconciled;
the payment has not been declined, reversed, disputed, charged back, or otherwise invalidated;
Client has satisfied all applicable intake requirements; and
Victory has affirmatively accepted or activated the applicable File or Service.

No duty, responsibility, deadline-management obligation, communication obligation, or other service obligation shall arise merely because Client transmitted transaction information to Victory.

34.3.2 Forms of Prepaid Services

Victory may make Services available through one or more prepaid commercial structures, including:

individual transaction purchases;
transaction bundles;
prepaid File packages;
service packages;
subscription plans;
recurring service plans;
prepaid service credits;
volume-based packages;
add-on services;
premium service tiers;
listing coordination packages;
contract-to-close packages;
bundled administrative services; or
other prepaid products or service arrangements offered by Victory.

The specific Services, quantities, limitations, eligibility requirements, expiration terms, usage restrictions, and pricing applicable to each product shall be governed by the applicable Service Documents, product description, order confirmation, subscription terms, or fee schedule.

34.3.3 No Payment Contingent Upon Closing

Victory’s compensation is not contingent upon the closing, funding, recording, completion, success, or financial outcome of any underlying real estate transaction.

Victory’s fees constitute compensation for the administrative Services, service capacity, personnel allocation, workflow resources, technology, account access, and other Services purchased by Client.

Accordingly, Victory shall not be required to wait until closing, settlement, commission disbursement, funding, recording, or any other future transaction event before receiving compensation.

34.3.4 No Escrow, Title, Commission, or Closing Collection

Unless Victory expressly authorizes a different payment arrangement in writing, Victory does not invoice or collect its ordinary Service Fees through:

escrow;
title;
closing;
settlement;
commission disbursement;
Brokerage commission proceeds;
consumer proceeds;
lender proceeds; or
other post-closing or transaction-contingent payment mechanisms.

Client shall not represent to any Transaction Party that Victory’s compensation is dependent upon or payable from the proceeds of the underlying real estate transaction.

34.3.5 Purchase Does Not Automatically Constitute File Acceptance

Payment for a Service does not, by itself, constitute Victory’s acceptance of a particular File.

A File remains subject to:

eligibility requirements;
service-area requirements;
jurisdictional restrictions;
licensing restrictions;
Brokerage requirements;
Client intake obligations;
Service availability;
capacity limitations;
scope limitations; and
Victory’s File Acceptance procedures.

If Victory determines that a submitted File cannot lawfully or operationally be accepted, the unused purchase shall be handled in accordance with the applicable cancellation, credit, refund, substitution, or service-package terms.

34.3.6 Prepaid Credits and Bundled Transactions

Where Client purchases a bundle, package, or quantity of prepaid transaction Services, each eligible File accepted by Victory may consume one or more prepaid transaction units, service credits, or other units as specified in the applicable Service Documents.

Prepaid units:

have no cash value except where otherwise required by applicable law;
may not be redeemed for cash except where required by applicable law;
may not be transferred, resold, assigned, or sublicensed except with Victory’s prior written authorization;
may be limited to the Client account that purchased them;
may be subject to stated eligibility or usage conditions; and
may be subject to expiration periods expressly disclosed at the time of purchase, to the extent permitted by applicable law.

The applicable Service Documents shall control how and when a prepaid unit is deemed consumed, reserved, restored, credited, or forfeited.

34.3.7 Subscription Services

For subscription-based Services, Client authorizes Victory and its designated payment processor to charge the payment method associated with Client’s account for the applicable recurring subscription charge in accordance with the billing interval and pricing disclosed at enrollment.

Unless otherwise stated in the applicable subscription terms:

subscription fees are payable in advance for each applicable service period;
continued access to subscription benefits is conditioned upon successful payment;
Victory may suspend or restrict Services if a renewal payment fails;
subscription capacity, transaction allowances, or service credits are subject to the limits of the purchased plan; and
unused benefits do not roll over unless the applicable Service Documents expressly provide otherwise.

Any automatic renewal shall remain subject to applicable law and any cancellation or disclosure requirements governing the particular Client or jurisdiction.

34.3.8 Additional Services Require Additional Prepayment

If Client requests Services exceeding the scope, quantity, capacity, or transaction allowance of the product already purchased, Victory may require Client to purchase additional Services before the additional work begins.

Victory has no obligation to perform uncompensated work merely because additional Services become necessary during an existing transaction.

34.3.9 Failed, Reversed, Disputed, or Delinquent Payments; Default Interest; Daily Compounding; Automatic Suspension

A Service shall not be considered paid, and Client’s account shall be considered unpaid with respect to the affected amount, whenever an applicable payment:

is not made when due;
is declined;
fails authorization;
is returned;
is reversed;
is charged back;
is disputed;
is cancelled;
is subject to insufficient funds;
is withdrawn or recalled;
is rejected by Victory’s payment processor or financial institution;
is subsequently determined to be unauthorized, fraudulent, invalid, or unenforceable; or
otherwise fails to result in finally settled and irrevocably available funds received by Victory Closings, LLC (“Victory”).

34.3.9.1 Delinquency Date

Any amount required to be paid to Victory becomes past due and delinquent immediately upon Client’s failure to provide cleared and successfully settled funds by the applicable payment due date.

The date on which payment was required shall constitute the “Delinquency Date.”

If a payment previously received by Victory is subsequently:

reversed;
charged back;
disputed;
recalled;
returned;
cancelled; or
otherwise removed from Victory’s possession or control,

the affected amount shall become delinquent immediately upon Victory ceasing to possess finally settled funds attributable to that payment.

For purposes of calculating the cure period and default interest applicable to a reversed or invalidated payment, Victory may treat the Delinquency Date as the date on which Victory was deprived of the applicable funds, unless applicable law requires a different date.

34.3.9.2 Five-Calendar-Day Cure Period

Client shall have five (5) calendar days following the Delinquency Date to cure the delinquency by paying the entire outstanding amount then required to restore the account to Good Standing.

The five-calendar-day period constitutes a contractual cure period only.

It does not:

extend the original payment due date;
convert Victory’s prepaid-services model into an extension of credit;
create deferred-payment rights;
authorize Client to intentionally postpone payment;
create an account-receivable arrangement;
establish a grace-period course of dealing;
waive Victory’s prepaid-services requirement;
obligate Victory to accept additional Files during the cure period;
require Victory to undertake additional Services during the cure period; or
waive any remedy otherwise available to Victory under this Agreement.

Victory may decline new Files, additional work, additional transaction activations, or other Services at any time while Client’s account contains an unpaid amount.

34.3.9.3 Contractual Default Interest and Daily Compounding Rate

If the delinquent amount has not been paid in full by expiration of the five (5) calendar-day cure period, contractual default interest shall automatically begin accruing on the sixth (6th) calendar day following the Delinquency Date.

The contractual default interest rate shall be:

FIFTEEN PERCENT (15.00%) PER ANNUM, COMPOUNDED DAILY, OR THE MAXIMUM RATE AND COMPOUNDING METHOD PERMITTED BY APPLICABLE LAW, WHICHEVER IS LESS.

For purposes of daily calculation, the 15.00% nominal annual rate shall be converted into the following Daily Compounding Rate:

15.00% ÷ 365 = 0.04109589% per day

expressed in decimal form as:

0.0004109589 per day

The Daily Compounding Rate shall be applied to the then-current outstanding delinquent balance, and not merely to the original principal amount.

34.3.9.3.1 Definition of Outstanding Delinquent Balance

For purposes of this Section, the “Outstanding Delinquent Balance” means the total unpaid amount upon which interest may lawfully accrue, including:

the original delinquent principal amount;
any additional unpaid principal amount that subsequently becomes due and forms part of the same delinquent obligation;
all previously accrued but unpaid contractual default interest that has been added to the balance through daily compounding; and
any other amount that applicable law expressly permits to be included within an interest-bearing balance.

Fees, costs, penalties, collection expenses, or other amounts shall be included within the interest-bearing Outstanding Delinquent Balance only to the extent permitted by applicable law.

34.3.9.3.2 Daily Interest Calculation

For each calendar day during which a delinquent balance remains outstanding after expiration of the five-day cure period, the interest charge for that day shall be calculated according to the following formula:

Daily Interest = Then-Current Outstanding Delinquent Balance × 0.0004109589

The resulting Daily Interest shall be added to the Outstanding Delinquent Balance at the conclusion of that day’s interest calculation.

Accordingly, the Outstanding Delinquent Balance for the immediately following day shall consist of:

Prior Day Outstanding Delinquent Balance + Prior Day Accrued Interest = New Outstanding Delinquent Balance

The Daily Compounding Rate shall then be applied to that new Outstanding Delinquent Balance.

34.3.9.3.3 Express Application of Interest to the Newly Compounded Balance

The Parties expressly agree that default interest is intended to compound daily.

Accordingly:

Day One interest shall be calculated against the Outstanding Delinquent Balance existing on Day One;
the Day One interest amount shall be added to that Outstanding Delinquent Balance;
the resulting amount shall become the Outstanding Delinquent Balance for Day Two;
Day Two interest shall be calculated against the entire resulting Day Two Outstanding Delinquent Balance, including the interest added on Day One;
the Day Two interest shall thereafter be added to the balance;
the resulting balance shall become the Outstanding Delinquent Balance for Day Three; and
this calculation shall repeat for each succeeding calendar day until the Outstanding Delinquent Balance has been paid in full.

Accordingly, where legally permitted, previously accrued and unpaid interest becomes part of the balance upon which subsequent daily interest is calculated.

The Parties expressly intend this provision to establish true daily compounding against the then-outstanding balance, rather than simple interest calculated repeatedly against only the original delinquent principal.

34.3.9.3.4 Continuing Daily Accrual

Interest shall continue to accrue each calendar day, including:

weekends;
holidays;
periods of Service suspension;
periods following subscription cancellation;
periods following termination of Client’s account; and
periods following termination of this Agreement,

until the entire Outstanding Delinquent Balance has been paid in full or until accrual is otherwise prohibited by applicable law.

Client’s termination or cancellation of Services does not stop interest from accruing upon amounts already delinquent.

34.3.9.3.5 Partial Payments

Unless applicable law requires a different application of payments, a partial payment shall not constitute cure of the delinquency unless the payment is sufficient to restore Client’s account to Good Standing.

To the extent permitted by applicable law, payments received against a delinquent account may be applied in the following order:

legally recoverable collection costs and returned-payment charges;
accrued but unpaid contractual default interest;
delinquent principal; and
other amounts lawfully due.

Following application of any partial payment, the Daily Compounding Rate shall continue to apply to the remaining Outstanding Delinquent Balance until that balance is paid in full.

34.3.9.3.6 Maximum Lawful Rate and Automatic Reformation

The Parties expressly intend to establish a contractual default rate of 15.00% per annum with daily compounding, but not to impose interest, compounding, charges, or financial obligations exceeding those permitted by applicable law.

If applicable federal, state, or other governing law:

establishes a maximum interest rate below 15.00%;
prohibits daily compounding;
restricts interest-on-interest;
limits the balance against which interest may accrue;
requires a different accrual method;
imposes a different calculation convention; or
otherwise restricts enforcement of this Section,

then, without further amendment:

the applicable interest rate shall automatically be reduced to the highest lawful rate;
the compounding frequency shall automatically be modified to the most frequent lawful compounding interval;
the interest-bearing balance shall automatically be limited to those amounts against which interest may lawfully accrue; and
the provision shall otherwise remain enforceable to the maximum extent permitted by law.

Any amount determined to have been collected in excess of the maximum amount legally recoverable shall be credited, refunded, or otherwise handled as required by applicable law.

The invalidity or modification of the interest calculation in one jurisdiction shall not invalidate Client’s underlying payment obligation, Victory’s suspension rights, or any other provision of this Agreement.

34.3.9.4 Automatic Suspension of All Services

If the delinquency remains uncured at expiration of the five (5) calendar-day cure period, all Services provided by Victory to Client shall automatically cease and be suspended beginning on the sixth (6th) calendar day following the Delinquency Date.

Suspension shall occur by operation of this Agreement and does not require:

additional notice;
demand;
invoice;
collection notice;
declaration of default; or
further action by Victory.

Suspension shall apply across the entire Client account and is not limited to the File, Service, subscription, package, bundle, or transaction giving rise to the delinquency.

Accordingly, Victory may suspend all active and future Services associated with Client until Client’s account is restored to Good Standing.

34.3.9.5 Scope of Service Suspension

Suspension may include, without limitation:

active transaction coordination;
active listing coordination;
contract-to-close coordination;
deadline monitoring;
contractual deadline reminders;
administrative follow-up;
document collection;
document processing;
document uploads;
compliance-document coordination;
lender communications;
title communications;
escrow communications;
cooperating-brokerage communications;
consumer scheduling communications;
inspection coordination;
appraisal coordination;
HOA coordination;
signing coordination;
final walkthrough coordination;
funding follow-up;
closing coordination;
recording follow-up;
possession coordination;
commission-related administrative processing;
email monitoring;
shared-inbox Services;
portal activity;
subscription Services;
activation of prepaid transaction units;
acceptance of new Files;
consumption or activation of unused service credits;
bundled Services;
add-on Services;
premium Services; and
any other Service Victory would otherwise perform for Client.

Victory shall have no duty to continue Services on an active transaction while Client’s account is suspended for nonpayment.

34.3.9.6 Client Assumes Full Responsibility During Suspension

Beginning immediately upon suspension, Client assumes sole responsibility for every active File and every obligation that Victory would otherwise have administratively coordinated.

Client’s responsibilities include, without limitation:

monitoring contractual deadlines;
monitoring statutory deadlines;
satisfying disclosure obligations;
obtaining and delivering documents;
tracking signatures;
maintaining communications;
scheduling inspections;
monitoring appraisal matters;
monitoring financing milestones;
managing contingencies;
handling title matters;
handling escrow matters;
coordinating signing;
monitoring funding;
coordinating closing;
monitoring recording;
coordinating possession; and
completing all other transaction-related responsibilities.

Client acknowledges that real estate transactions frequently involve strict and time-sensitive obligations.

To the maximum extent permitted by law, Victory shall not be liable for any:

missed deadline;
delay;
contractual default;
forfeiture;
waiver of rights;
expiration of rights;
missed contingency;
failed transaction;
cancelled transaction;
lost commission;
lost business opportunity;
consumer complaint;
brokerage consequence;
regulatory consequence;
penalty;
expense;
cost;
claim;
damage; or
other adverse consequence

arising from, occurring during, or materially attributable to a Service suspension caused by Client’s failure to maintain its account in Good Standing.

Client shall not rely upon Victory to continue monitoring or protecting any transaction during suspension.

34.3.9.7 No Obligation to Preserve Work During Suspension

During suspension Victory shall have no obligation to:

maintain scheduled follow-ups;
preserve future calendar reminders;
continue pending communications;
monitor responses;
attend scheduled transaction events;
complete work already in progress;
maintain dedicated personnel availability;
reserve capacity;
identify developing transaction problems;
independently notify Client of every task that would otherwise have been performed; or
preserve a File in the same operational condition that existed immediately before suspension.

Client bears responsibility for immediately assuming operational control of affected Files.

34.3.9.8 Restoration to Good Standing

Suspended Services shall not become eligible for reinstatement until Client’s account has been restored to Good Standing.

“Good Standing” means Victory has actually received finally settled and irrevocably available funds sufficient to satisfy all amounts then lawfully due, including, as applicable:

delinquent principal;
all accrued and compounded default interest;
returned-payment fees;
chargeback costs actually incurred;
collection costs recoverable under this Agreement;
outstanding subscription obligations;
separately authorized reinstatement charges; and
any other undisputed amount lawfully owed to Victory.

A payment shall not restore Good Standing merely because it has been:

initiated;
scheduled;
authorized;
submitted;
shown as pending; or
provisionally credited.

Victory may require the payment to fully clear and become finally settled before treating the account as restored to Good Standing.

34.3.9.9 Reinstatement Is Prospective, Not Retroactive

Restoration of Good Standing does not retroactively restore Services for the period during which Client’s account was suspended.

Victory shall have no obligation to:

reconstruct Services not performed during suspension;
recreate reminders;
cure deadlines missed during suspension;
restore rights that expired during suspension;
cure Client or third-party defaults;
recreate opportunities lost during suspension;
reverse consequences arising during suspension; or
assume liability for actions or omissions occurring while Services were suspended.

Any:

File reconstruction;
emergency remediation;
compliance cleanup;
expedited processing;
transaction recovery;
historical review; or
additional work

required because of the interruption may constitute additional out-of-scope Services requiring separate advance payment.

34.3.9.10 Reinstatement Subject to Operational Reacceptance

Payment of all delinquent amounts restores Client’s financial eligibility to receive Services.

It does not guarantee immediate resumption of Services on any particular File.

Victory may require, before reactivating an affected File:

updated transaction information;
current contractual documents;
amendments entered during suspension;
confirmation of current deadlines;
updated contact information;
confirmation of transaction status;
updated Brokerage authorization;
regulatory revalidation;
personnel reassignment;
operational reacceptance; or
purchase of additional Services reasonably required because of the interruption.

Victory shall not be required to:

displace work for other clients;
exceed available staffing;
create emergency capacity;
provide expedited Services without applicable additional payment; or
accept unreasonable risk

because Client restored its account after suspension.

34.3.9.11 Chargebacks and Payment Disputes

A chargeback, payment dispute, reversal, recall, or similar payment challenge does not:

create a right to receive Services without payment;
constitute cancellation of Services already consumed;
extinguish valid amounts due;
automatically restore consumed transaction credits;
automatically reinstate a prepaid Service unit;
waive accrued interest;
waive Victory’s collection rights; or
waive any other contractual remedy.

Victory may retain, preserve, and produce records reasonably necessary to defend a payment dispute, including:

Client authorizations;
transaction records;
account records;
purchase records;
electronic acceptance records;
Service activation records;
communication records;
access logs;
File records; and
documentation demonstrating Services performed.

To the extent permitted by law, Client remains responsible for Services already performed and reasonable third-party chargeback, returned-payment, or payment-processing costs actually incurred by Victory.

34.3.10 No Extension of Credit; Prepaid Services Only

Except where expressly authorized in a separate written agreement signed by an authorized representative of Victory, Client acknowledges and agrees that Victory does not extend credit.

Victory does not ordinarily provide Services on:

net-payment terms;
accounts receivable;
deferred payment;
post-service invoicing;
closing-contingent payment;
commission-contingent payment;
settlement-contingent payment; or
other post-payment arrangements.

Victory’s standard commercial model requires payment in advance through applicable:

transaction purchases;
transaction bundles;
service bundles;
subscriptions;
service packages;
prepaid credits;
recurring prepaid plans;
add-on Services; or
other prepaid Victory products.

34.3.10.1 Cure Period Is Not Credit

The five-calendar-day cure period contained in §34.3.9 exists solely to allow correction of an unexpected failed or invalidated payment before default interest and account-wide suspension are imposed.

The cure period does not:

constitute credit;
create net-five payment terms;
authorize intentional delayed payment;
modify the original payment obligation;
authorize continued consumption of unpaid Services;
convert a prepaid transaction into an accounts-receivable obligation; or
establish a continuing right to receive Services during future delinquencies.

34.3.10.2 No Course of Dealing or Implied Waiver

No:

prior accommodation;
late-payment acceptance;
delayed suspension;
administrative oversight;
temporary continuation of Services;
waived interest charge;
waived fee;
delayed collection effort;
courtesy exception;
reinstatement;
payment arrangement; or
failure by Victory to immediately enforce a contractual right

shall establish:

a course of dealing;
waiver;
amendment;
estoppel;
implied payment term;
extension of credit; or
future entitlement to similar treatment.

Victory’s failure to enforce a remedy on one occasion shall not prevent enforcement on another.

34.3.11 Client Responsibility for Payment and Continuous Good Standing

Client is solely responsible for maintaining its account in Good Standing throughout every period during which Services are requested, allocated, reserved, activated, or performed.

Client is responsible for ensuring that:

sufficient prepaid Services remain available;
transaction bundles contain sufficient available capacity;
subscriptions remain active and fully paid;
recurring payments process successfully;
payment information remains accurate and current;
sufficient funds are available;
requested Services fall within the purchased service level;
additional Services are purchased when required;
expired payment methods are promptly replaced;
payment failures are promptly cured;
chargebacks are not improperly asserted against valid Services;
past-due balances are immediately addressed; and
all accrued contractual interest and other lawfully recoverable amounts are paid as required.

34.3.11.1 No Duty to Advance Labor, Capacity, or Costs

Victory shall not be required to:

advance labor;
advance personnel resources;
advance service capacity;
finance Client’s account;
defer payment;
advance vendor costs;
continue Services against an unpaid balance;
absorb a failed payment;
carry an account receivable;
wait for a real estate transaction to close;
wait for Client to receive a commission; or
continue an active File merely because interruption could adversely affect Client.

The prepaid nature of Victory’s Services is a material contractual condition of the Parties’ relationship.

34.3.11.2 Client Bears Consequences of Failure to Maintain Good Standing

To the maximum extent permitted by law, Victory shall not be responsible for any:

delay;
missed deadline;
missed opportunity;
unaccepted File;
rejected File;
delayed File activation;
suspended File;
incomplete administrative task;
contract default;
lost contractual right;
failed transaction;
cancelled transaction;
lost commission;
lost business opportunity;
consumer complaint;
Brokerage action;
regulatory consequence;
additional expense;
third-party claim; or
other loss

arising from or materially attributable to Client’s failure to maintain the required prepaid balance, successful subscription payment, or account Good Standing.

34.3.11.3 Continuing Payment and Interest Obligations

Suspension, cancellation, expiration, or termination of Services does not extinguish any amount previously owed to Victory.

Any Outstanding Delinquent Balance shall continue to accrue default interest in accordance with §34.3.9.3.

Accordingly, beginning on the sixth calendar day following the applicable Delinquency Date, the applicable Daily Compounding Rate shall continue to be applied each day to the then-current Outstanding Delinquent Balance resulting from the immediately preceding day’s compounded balance, until the obligation is paid in full or applicable law requires accrual to cease.

Client’s obligations concerning:

principal;
accrued interest;
daily compounded interest;
lawfully recoverable collection costs;
chargeback obligations;
returned-payment amounts; and
other properly incurred payment obligations

shall survive:

suspension;
cancellation;
subscription expiration;
File completion;
account closure;
termination of Services; and
termination of this Agreement.

34.4 Client Remains Primary Obligor

Client remains primarily and ultimately responsible for all amounts owed to Victory regardless of whether payment is expected from:

Brokerage;
escrow;
title;
closing;
commission;
settlement;
another agent; or
another third party.

Failure of a third party to remit Victory’s fee does not release Client.

34.5 When Fees Become Earned

Fees become earned as provided in the applicable Service Documents based upon services commenced, milestones performed, resources committed, or Services completed.

Unless the applicable fee schedule expressly provides that a fee is conditioned upon closing, a transaction’s failure to close does not erase compensation already earned for services actually performed.

34.6 Cancelled, Failed, Withdrawn, or Expired Transactions

If a File:

cancels;
terminates;
expires;
fails financing;
fails appraisal;
fails inspection;
is mutually released;
defaults;
is withdrawn; or
otherwise fails to close,

Client remains responsible for any:

earned Service Fee;
cancellation fee;
file-processing fee;
setup fee;
completed milestone charge; or
other amount specified in the applicable fee schedule,

subject to applicable law.

34.7 Out-of-Scope Services

Services beyond the purchased scope may be separately charged.

Examples include:

historical File reconstruction;
extraordinary document remediation;
rush processing;
after-hours work;
post-closing remediation;
repeated reprocessing caused by incorrect Client information;
bulk document correction;
special reporting;
custom Brokerage requirements;
substantial compliance cleanup;
unusual vendor coordination; or
additional services requested after the original scope.

34.8 Due Date

Unless another due date is stated in a Service Document:

fees scheduled for closing are due at closing; and
any fee not successfully collected at closing becomes immediately payable by Client upon invoice.

Client shall remit an unpaid closing fee no later than three (3) Business Days after notice that closing disbursement did not occur.

34.9 Delinquent Amounts; Exclusive Controlling Provisions

Notwithstanding any other provision of this Agreement, all failed, reversed, disputed, unpaid, past-due, or otherwise delinquent amounts owed to Victory shall be governed exclusively by §§34.3.9 through 34.3.11.

Accordingly, §§34.3.9 through 34.3.11 shall exclusively govern, as applicable:

determination of delinquency;
the Delinquency Date;
the five-calendar-day cure period;
default interest;
the 15.00% nominal annual contractual interest rate;
the 0.04109589% Daily Compounding Rate;
application of that Daily Compounding Rate against the then-current Outstanding Delinquent Balance;
daily addition of accrued interest to the Outstanding Delinquent Balance;
subsequent calculation of interest against the resulting compounded balance;
partial payments;
maximum-lawful-rate adjustments;
failed payments;
reversed payments;
chargebacks;
payment disputes;
automatic suspension of Services;
Client responsibility during suspension;
restoration to Good Standing;
operational reinstatement;
continuing payment obligations; and
survival of delinquent payment obligations following termination.

For avoidance of doubt, no separate late fee, default-interest provision, payment-remedy provision, or delinquency calculation appearing elsewhere in this Agreement shall supersede, duplicate, increase, reduce, or conflict with §§34.3.9 through 34.3.11 unless the provision expressly states that it amends those Sections and is contained in a written amendment executed by an authorized representative of Victory.

If another provision of this Agreement could reasonably be interpreted as establishing a different:

default rate;
late-interest rate;
grace period;
cure period;
compounding method;
delinquency remedy; or
suspension standard,

§34.3.9 through 34.3.11 shall control.

This §34.9 is intended to create a single, integrated, and exclusive contractual framework governing delinquent payment obligations throughout this Agreement.34.10 Collection Costs

To the extent permitted by law, Client shall reimburse Victory for reasonable costs incurred collecting undisputed overdue amounts, including collection-agency expenses, filing fees, court costs, arbitration costs, and reasonable attorneys’ fees.

34.11 Suspension for Nonpayment

Victory may suspend:

new File acceptance;
optional Services;
account access; or
nonessential work

while Client maintains a delinquent balance.

Suspension does not waive amounts already owed.

34.12 Chargebacks and Reversed Payments

An unauthorized chargeback or reversal does not extinguish Client’s debt.

Client remains responsible for the underlying fee plus reasonable third-party chargeback or returned-payment fees actually incurred by Victory, to the extent permitted by law.

34.13 Taxes

Client is responsible for applicable transaction, sales, use, or similar taxes imposed upon the Services, excluding taxes imposed on Victory’s net income.

34.14 Fee Schedule Changes

Victory may change pricing for future Files upon reasonable notice.

Unless expressly agreed otherwise, the fee applicable to a File accepted before the effective date of a pricing change will not be increased retroactively.

Submission of a new File after a revised fee schedule becomes effective constitutes acceptance of the revised pricing when the pricing has been made available to Client.

34.15 No Setoff

Client shall not offset an undisputed amount owed to Victory against an unrelated alleged claim.

A dispute regarding one invoice does not authorize withholding payment on unrelated undisputed invoices.

CONSUMER-PASSED OR THIRD-PARTY FEES

Victory’s agreement is with Client unless expressly stated otherwise.

If Client elects to charge, pass through, disclose, allocate, or seek reimbursement of Victory’s fee from a buyer, seller, consumer, cooperating broker, or other third party, Client is solely responsible for determining the legality, disclosure requirements, contractual authorization, brokerage approval, and settlement treatment of that charge.

Victory does not authorize Client to characterize Victory’s fee in a misleading manner.

Client shall not represent that a consumer is legally required to pay Victory unless a valid legal and contractual basis exists.

NO FINANCIAL INTEREST IN TRANSACTION

Payment for Victory’s administrative Services does not give Victory:

ownership in the property;
commission entitlement;
brokerage compensation;
escrow rights;
settlement rights;
fiduciary authority; or
a contingent ownership interest in the transaction.

Victory’s compensation is payment for its Services.

TERM

This Agreement begins on the Effective Date and continues until terminated in accordance with this Agreement.

Unless a fixed term is specified in a Service Order, the relationship is continuing and may apply to successive Files submitted and accepted by Victory.

TERMINATION BY CLIENT

Client may terminate future Services upon written notice.

Termination does not:

cancel fees already earned;
waive unpaid invoices;
eliminate cancellation charges authorized under the applicable fee schedule;
require Victory to refund non-refundable amounts lawfully earned;
eliminate obligations relating to active Files; or
affect provisions intended to survive termination.

Victory may require orderly transition instructions for active Files.

TERMINATION OR SUSPENSION BY VICTORY

Victory may suspend or terminate Services immediately when reasonably necessary because of:

nonpayment;
unlawful instructions;
suspected fraud;
cybersecurity concerns;
abuse, threats, or harassment;
repeated failure to supply required information;
material breach;
Brokerage objection;
licensing concern;
regulatory concern;
conflict of interest;
misrepresentation;
misuse of Victory systems;
unauthorized access;
material operational risk; or
conduct that would reasonably expose Victory or its personnel to legal or regulatory liability.

Victory may also terminate the commercial relationship without cause upon reasonable written notice.

EFFECT OF TERMINATION ON ACTIVE FILES

Upon termination, Victory may:

complete specifically agreed administrative transition work;
return or make available Client Data as reasonably practicable;
cease further action on Files; and
identify known pending administrative items to Client.

Once Victory confirms that responsibility for a File has been returned to Client, Client assumes sole responsibility for all subsequent deadlines, communications, documents, and actions.

INDEPENDENT CONTRACTOR

Victory is an independent contractor.

Nothing in this Agreement creates:

employment;
partnership;
joint venture;
franchise;
general agency;
fiduciary relationship; or
Brokerage relationship

between Victory and Client.

Neither Party may bind the other except as expressly authorized in writing.

NO AUTHORITY TO BIND CLIENT

Victory has no authority to:

execute a real estate agreement for Client;
waive a Client right;
admit liability;
settle a dispute;
make a binding concession;
amend a contract;
create a contractual obligation for Client; or
commit Client to a material expenditure

unless Client has separately granted legally sufficient authority and the action is lawful for Victory to perform.

CLIENT REPRESENTATIONS AND WARRANTIES

Client represents and warrants throughout the relationship that:

Client has legal authority to enter this Agreement;
information Client supplies is not knowingly false or misleading;
Client holds all professional licenses required for Client’s activities;
Client will comply with Brokerage policies;
Client will not request unlawful Services;
Client has lawful authority to provide Client Data to Victory;
Client has obtained required communication permissions;
Client will maintain responsibility for professional decisions;
Client will timely review escalated matters;
Client will maintain required transaction records; and
Client will notify Victory of any circumstance materially affecting the legality of Victory’s Services.

DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR EXPRESS OBLIGATIONS STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED WITHOUT ANY OTHER EXPRESS, IMPLIED, STATUTORY, OR OTHER WARRANTY.

VICTORY DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IMPLIED WARRANTIES OF:

MERCHANTABILITY;
FITNESS FOR A PARTICULAR PURPOSE;
NON-INFRINGEMENT;
ERROR-FREE OPERATION;
UNINTERRUPTED AVAILABILITY; AND
GUARANTEED TRANSACTION OUTCOME.

Nothing in this section excludes a warranty that applicable law prohibits the Parties from disclaiming.

CLIENT INDEMNIFICATION

To the maximum extent permitted by law, Client shall defend, indemnify, and hold harmless Victory Closings, LLC and its members, managers, officers, employees, contractors, agents, affiliates, successors, and assigns (“Victory Indemnified Parties”) from third-party claims, demands, investigations, proceedings, losses, damages, penalties, fines, liabilities, judgments, settlements, costs, and reasonable attorneys’ fees arising out of or relating to:

Client’s breach of this Agreement;
Client’s professional real-estate services;
Client’s negotiations;
Client’s advice or representations;
Client’s failure to comply with licensing requirements;
Client’s failure to obtain Brokerage authorization;
inaccurate or incomplete information supplied by Client;
Client’s failure to timely provide transaction documents;
Client’s violation of privacy or communication-consent laws;
Client’s marketing or solicitation activities;
Client’s disclosure decisions;
Client’s handling of consumer funds;
Client’s commission arrangements;
Client’s instructions to Victory;
Client’s unauthorized grant of system access;
Client’s misuse of Victory Materials;
acts or omissions of Transaction Parties selected or controlled by Client; or
Client’s violation of law or Brokerage policy.

This obligation shall not apply to the extent a final nonappealable determination establishes that the claim resulted directly from Victory’s fraud, willful misconduct, or other liability that applicable law prohibits Victory from allocating by contract.

INDEMNIFICATION PROCEDURE

A Victory Indemnified Party seeking indemnification shall provide reasonably prompt notice of a covered claim.

Client may control the defense using reasonably qualified counsel, provided that Client may not settle any claim in a manner that:

admits wrongdoing by Victory;
imposes nonmonetary obligations upon Victory;
restricts Victory’s business; or
fails to fully release the affected Victory Indemnified Parties

without Victory’s prior written consent.

Victory may participate with counsel of its choosing at its own expense, except where Client’s failure to adequately defend reasonably requires separate counsel.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VICTORY’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO AN INDIVIDUAL FILE SHALL NOT EXCEED THE TOTAL SERVICE FEES ACTUALLY PAID OR PAYABLE TO VICTORY FOR THE FILE GIVING RISE TO THE CLAIM.

If a claim does not relate to an identifiable File, Victory’s aggregate liability shall not exceed the Service Fees paid by Client to Victory during the three (3) months immediately preceding the event first giving rise to the claim.

These limitations apply regardless of whether a claim is characterized as:

contract;
tort;
negligence;
statutory violation;
misrepresentation; or
another theory of liability,

to the extent permitted by law.

The Parties acknowledge that the pricing of Victory’s Services reflects this allocation of risk and that the limitations are an essential basis of the bargain.

Nothing in this Agreement limits liability to the extent applicable law prohibits such limitation.

EXCLUSION OF CONSEQUENTIAL DAMAGES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VICTORY SHALL NOT BE LIABLE FOR:

CONSEQUENTIAL DAMAGES;
INCIDENTAL DAMAGES;
SPECIAL DAMAGES;
EXEMPLARY DAMAGES;
PUNITIVE DAMAGES;
LOST PROFITS;
LOST BUSINESS;
LOST COMMISSIONS;
LOST OPPORTUNITY;
LOSS OF GOODWILL;
LOSS OF ANTICIPATED SAVINGS;
DIMINUTION IN PROPERTY VALUE;
LOSS CAUSED BY FAILURE OF A TRANSACTION TO CLOSE;
FINANCING LOSS; OR
INDIRECT DAMAGES,

EVEN IF VICTORY WAS ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

DUTY TO MITIGATE AND PROVIDE NOTICE

Client must use commercially reasonable efforts to mitigate any alleged loss.

If Client becomes aware of an alleged error, omission, missed communication, or approaching deadline involving Victory, Client shall promptly notify Victory and, where reasonably possible, provide Victory an opportunity to correct or mitigate the issue.

Client may not knowingly permit avoidable damages to increase and subsequently seek recovery of those avoidable damages from Victory.

CONTRACTUAL CLAIM PERIOD

To the maximum extent permitted by applicable law, any claim arising from the Services must be formally asserted within one (1) year after the claimant knew or reasonably should have known of the facts giving rise to the claim, unless applicable law prohibits contractual modification of the governing limitations period.

This provision does not shorten a period that applicable law expressly makes nonwaivable.

DISPUTE NOTICE AND INFORMAL RESOLUTION

Before initiating arbitration or litigation, a Party shall provide written notice describing:

the dispute;
relevant File;
material facts;
requested relief; and
supporting documentation reasonably available.

The Parties shall attempt in good faith to resolve the dispute for at least thirty (30) days following receipt of notice unless emergency equitable relief is reasonably necessary.

This requirement does not prevent Victory from suspending Services or pursuing immediate collection or protective relief where permitted.

BINDING ARBITRATION

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS THE RIGHT TO HAVE A DISPUTE DECIDED BY A JUDGE OR JURY.

Except for claims expressly excluded below, any dispute, claim, or controversy arising out of or relating to:

this Agreement;
any Service Document;
the Services;
an individual File;
compensation;
termination;
interpretation;
enforceability; or
the Parties’ business relationship

shall be resolved through final and binding arbitration.

Unless the Parties agree otherwise:

arbitration shall be administered under the applicable commercial arbitration rules of the American Arbitration Association (“AAA”);
there shall be one arbitrator;
the legal seat of arbitration shall be Maricopa County, Arizona;
proceedings may be conducted remotely when permitted by the arbitrator;
the arbitrator may award any remedy available under the Agreement and applicable law;
judgment on the award may be entered by any court having jurisdiction; and
the Federal Arbitration Act shall govern the enforceability of this arbitration provision to the extent applicable.

The arbitrator shall enforce the liability limitations, damages exclusions, and contractual risk allocations in this Agreement to the maximum extent permitted by law.

INDIVIDUAL PROCEEDINGS AND CLASS-ACTION WAIVER

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY AGREES THAT CLAIMS SHALL BE BROUGHT ONLY IN THE PARTY’S INDIVIDUAL CAPACITY AND NOT AS:

A CLASS ACTION;
COLLECTIVE ACTION;
CONSOLIDATED ACTION;
PRIVATE ATTORNEY GENERAL ACTION; OR
REPRESENTATIVE ACTION

ON BEHALF OF OTHER PERSONS.

The arbitrator shall not consolidate claims of unrelated persons without the written consent of all Parties.

If this waiver is held unenforceable for a particular claim, that claim shall proceed in the forum required by applicable law while the remaining arbitrable claims remain subject to arbitration to the extent permitted.

ARBITRATION EXCEPTIONS

Notwithstanding the arbitration provision, either Party may seek:

temporary or preliminary injunctive relief;
protection of confidential information;
protection of intellectual property;
enforcement of restrictive covenants to the extent lawful;
collection of an undisputed debt in a court having appropriate jurisdiction; or
relief in small-claims court where jurisdictional requirements are satisfied and applicable law permits.

JURY-TRIAL WAIVER

FOR ANY DISPUTE THAT IS NOT SUBJECT TO BINDING ARBITRATION, EACH PARTY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY.

GOVERNING LAW

Except for:

federal law;
mandatory real estate licensing requirements;
mandatory privacy requirements;
mandatory consumer-protection requirements; and
other nonwaivable law governing a particular transaction,

this Agreement and the commercial relationship between Client and Victory shall be governed by the laws of the State of Arizona, without regard to conflict-of-laws principles that would require application of another state’s law.

The location of a property may govern the legality of activities performed concerning that property even though Arizona law governs the commercial Agreement between Victory and Client.

VENUE FOR NON-ARBITRABLE PROCEEDINGS

To the maximum extent permitted by law, any judicial proceeding not subject to arbitration shall be brought exclusively in a state or federal court having jurisdiction in Maricopa County, Arizona, and each Party consents to personal jurisdiction and venue there.

Mandatory jurisdiction or venue requirements that cannot lawfully be waived shall control to the extent required.

ATTORNEYS’ FEES AND COSTS

To the maximum extent permitted by law, the substantially prevailing Party in an action or arbitration arising out of this Agreement may recover its reasonable attorneys’ fees and costs, subject to the decision-maker’s authority and applicable law.

Nothing in this section limits Victory’s separate contractual rights to recover reasonable collection costs for overdue undisputed amounts.

NON-SOLICITATION OF VICTORY PERSONNEL

To the maximum extent permitted by applicable law, during Client’s relationship with Victory and for twelve (12) months thereafter, Client shall not knowingly circumvent Victory for the purpose of directly hiring or engaging a Victory employee or contractor whom Client first encountered materially through Victory’s performance of Services.

This provision shall:

be construed narrowly;
not prohibit general employment advertising not directed at Victory personnel;
not apply where prohibited by applicable law; and
be reformed to the maximum enforceable scope if necessary.

If Victory maintains a lawful personnel-conversion fee in its applicable fee schedule, Client shall be responsible for that fee when applicable.

NON-CIRCUMVENTION OF SERVICE FEES

Client shall not intentionally restructure payment, communication, or engagement with Victory personnel or affiliates for the principal purpose of evading Service Fees properly earned under this Agreement.

This section does not restrict lawful competition or Client’s right to discontinue Victory’s Services.

ELECTRONIC COMMUNICATIONS AND SIGNATURES

The Parties consent to conduct business electronically.

To the extent permitted by applicable law:

electronic signatures;
click-through acceptance;
portal acceptance;
electronically accepted Service Orders;
electronically transmitted records;
email confirmations; and
electronic transaction authorizations

may constitute valid records of the Parties’ agreement and instructions.

The Parties agree that an electronic record shall not be denied effect solely because it is electronic.

NOTICES

Formal notices under this Agreement shall be sent to the addresses or email addresses maintained in the Parties’ account records.

Routine transaction communications need not satisfy the formal-notice requirements of this section.

A Party shall promptly update its contact information.

ASSIGNMENT

Client may not assign this Agreement without Victory’s prior written consent.

Victory may assign this Agreement, in whole or in part, to:

an affiliate;
successor;
purchaser of substantially all relevant assets;
surviving entity in a merger or reorganization; or
entity succeeding to Victory’s applicable business operations,

provided the assignee assumes the applicable contractual obligations.

NO THIRD-PARTY BENEFICIARIES

Except for Victory Indemnified Parties expressly protected under this Agreement, no person other than the Parties is an intended third-party beneficiary.

No buyer, seller, lender, title company, escrow company, Brokerage, cooperating agent, vendor, consumer, or other Transaction Party acquires a right to enforce this Agreement merely because Victory’s Services relate to that person or entity.

WAIVER

Failure to enforce a provision on one occasion does not waive that provision or any other provision on another occasion.

A waiver must be explicit and shall apply only to the specific matter identified.

SEVERABILITY AND REFORMATION

If a provision is found invalid, illegal, or unenforceable:

it shall be enforced to the maximum extent permitted by law;
where legally permissible, it shall be reformed to approximate the Parties’ lawful intent; and
the remaining provisions shall remain in effect.

The Parties expressly intend that enforceable portions of this Agreement survive the invalidity of another provision.

NO ORAL MODIFICATION

No oral statement by an employee, contractor, Agent, salesperson, coordinator, or other person modifies this Agreement.

A modification must be:

contained in a written instrument;
expressly identify the term being modified; and
be approved by an authorized representative of Victory and Client.

Operational instructions concerning a File are not contractual amendments.

ENTIRE AGREEMENT

This Agreement together with incorporated Service Documents constitutes the entire agreement concerning the Services and supersedes prior oral or written discussions concerning the same subject matter.

Client acknowledges that Client has not relied upon any promise, representation, guarantee, or statement not contained in the applicable Agreement documents.

HEADINGS

Headings are for organizational convenience only and do not limit the substantive meaning of any provision.

INTERPRETATION

This Agreement shall not be construed against a Party merely because that Party or its representative prepared or proposed the language.

Words in the singular include the plural where context requires, and vice versa.

“Including” means “including without limitation.”

References to applicable law include amendments and successor provisions.

COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and together constitute one instrument.

Electronic copies and electronic signatures may be treated as originals to the extent permitted by law.

SURVIVAL

Provisions that by their nature should survive termination shall survive, including provisions concerning:

accrued payment obligations;
confidentiality;
data and records;
intellectual property;
indemnification;
limitation of liability;
damages exclusions;
dispute resolution;
arbitration;
governing law;
attorneys’ fees;
non-solicitation to the extent lawful;
no third-party beneficiaries; and
interpretation and enforcement.

BROKER/AGENT ACKNOWLEDGMENT

By signing, electronically accepting, enrolling for Services, or submitting a File after receiving this Agreement, Client acknowledges that Client:

has reviewed this Agreement;
understands Victory provides administrative transaction coordination services;
understands Victory does not replace Client’s Brokerage or supervising broker;
understands Client retains responsibility for professional judgment and contractual decisions;
understands Victory’s deadline tracking supplements Client’s independent calendar;
understands Victory cannot perform activities prohibited by applicable licensing law;
accepts responsibility for timely submission of transaction documents;
accepts the Compensation and Service Fee provisions;
accepts the limitation-of-liability and damages provisions;
accepts the indemnification provisions;
accepts the electronic-communications provisions; and
knowingly agrees to the binding arbitration, class-action waiver, and jury-trial waiver provisions contained above.

EXHIBIT A

BASE TRANSACTION-COORDINATION SERVICE MATRIX

Unless modified by Client’s selected package, potential Services may include:

File Administration

File opening
Contact organization
Checklist creation
Document organization
Authorized system entry
Administrative record maintenance

Contract Administration

Receipt tracking
Signature tracking
Deadline extraction
Amendment receipt tracking
Missing-document notices

Administrative Communication

Title/escrow coordination
Lender milestone follow-up
Cooperating-agent administrative follow-up
Inspector scheduling
Appraiser scheduling support
HOA coordination
Client-approved consumer scheduling communications

Deadline Administration

Earnest money
Inspection
Disclosure
HOA
Title
Appraisal
Financing
Contingency
Walkthrough
Signing
Funding
Closing
Recording
Possession

Closing Administration

Signing coordination
Walkthrough scheduling
Closing status
Funding-status follow-up
Recording confirmation
Broker-approved commission-document transmission
Administrative File completion

EXHIBIT B

ABSOLUTE PROFESSIONAL-AUTHORITY BOUNDARY

Unless separately lawful, licensed, authorized, and expressly included in a Service Document, Victory personnel do not:

NEGOTIATE.
ADVISE.
PRICE PROPERTY.
INTERPRET CONTRACTS.
CREATE LEGAL STRATEGY.
MAKE DISCLOSURE DECISIONS.
APPROVE CONTRACT CHANGES.
WAIVE CONTINGENCIES.
HANDLE TRUST FUNDS.
VERIFY WIRE INSTRUCTIONS.
MAKE COMMISSION DETERMINATIONS.
SUPERVISE LICENSEES.
BIND CLIENT.
PRACTICE LAW.
PRACTICE REAL ESTATE REQUIRING LICENSURE.

Where a requested action crosses that boundary, the matter shall be returned to the appropriate Agent, Broker, attorney, lender, title professional, escrow professional, tax professional, or other qualified person.

EXHIBIT C

JURISDICTIONAL COMPLIANCE RULE

Victory’s national service model operates under the following controlling principle:

The scope of administrative Services available for any File is the lesser of (a) the Services purchased by Client, (b) the activities permitted by the applicable property’s jurisdiction, (c) the activities permitted by Client’s Brokerage, and (d) the activities lawfully permitted for the individual Victory representative assigned to perform them.

No Service Order, Client instruction, fee payment, past practice, course of dealing, or failure to object shall expand Victory’s authority beyond that lawful boundary.

Paperwork, perfected.

Arizona Transaction Coordination

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