COLIVING FINANCIALS, LLC

Terms & Conditions

Bookkeeping & Financial Services for Real Estate Operators

Effective: May 2026

514 Charlotte Rd, Auburndale, FL 33823 | 863-315-3315 | info@colivingfinancials.com

These Terms & Conditions ("Agreement") govern the relationship between Coliving Financials, LLC ("Company") and the client identified in the applicable Statement of Work ("Client"). By accepting a Statement of Work, either in writing or by action, Client agrees to be bound by this Agreement. This Agreement establishes the framework for financial operations services and confirms the nature, scope, and limitations of the services Company will provide.

Client represents that it is a business entity or individual engaged in real estate or co-living operations, including but not limited to operators of short-term rentals, long-term rentals, co-living properties, multi-family properties, and single-family homes. These Terms & Conditions apply exclusively to business clients; Coliving Financials does not serve consumers or individuals outside of a real estate operations context.

1. The Services

1.1 Scope of Services

Coliving Financials provides standardized bookkeeping and financial recordkeeping services for real estate and co-living operators. Services include maintaining accurate financial records, account reconciliations, and preparation of standard financial reports, as more particularly described in a Statement of Work ("SOW") executed by both parties.

Services are execution-based. This engagement does not include advisory, consulting, financial analysis, or custom reporting unless explicitly stated in an SOW. Company does not provide legal, tax, investment, or financial advisory services. Clients should consult appropriate licensed professionals for such advice. Company does not guarantee business outcomes, financial performance, profitability, tax results, or operational improvements. Company's role is limited to accurate financial recordkeeping and reporting based on the information provided to it.

1.2 Statement of Work

No obligation to provide any Services shall be incurred by Company until an SOW has been executed by authorized representatives of both parties. The existence of these Terms & Conditions does not impose any obligation upon Company to agree to an SOW or to perform any Services for Client.

1.3 Change Orders

Services may be modified or expanded only through a written Change Order executed by authorized representatives of both parties. Requests outside the defined SOW scope will not be performed until approved, priced, and documented through a formal Change Order. Any additional work will be quoted to Client before commencement.

1.4 Standardization Policy

Client acknowledges that Company operates on a fully standardized service model, including standardized charts of accounts, workflows, processes, and reporting formats. Company does not provide customized bookkeeping processes, custom chart structures, or one-off reporting requests. Requests outside this standardized structure may be declined or require a separate engagement at adjusted pricing. Acceptance of an SOW constitutes agreement to operate within this standardized model.

1.5 Subcontractors

Client acknowledges and agrees that Company may use subcontractors and consultants to perform the Services under this Agreement.

2. Client Responsibilities

Company's Services depend on the timeliness, accuracy, and completeness of information and representations received from Client. Company is not responsible for errors resulting from incomplete, inaccurate, or delayed information provided by Client or third-party systems. Client represents, warrants, and covenants the following:

Client is responsible for the accuracy and completeness of all financial information, books, records, and reports provided to Company ("Client Data").
All Client Data provided to Company is true, correct, and complete in all material respects.
Client will provide sufficient access to all Client Data needed for Company to perform the Services, including usernames, passwords, or other credentials necessary to access required systems.
Client agrees to maintain Company as an authorized user on all required financial systems — including banking platforms, software, and documentation systems — for the duration of the engagement. Removal of access without notice may result in immediate suspension of Services without liability to Company.
Client will update Company in a timely manner on any changes to Client Data.
Client agrees to comply with all laws, rules, and regulations applicable to it in connection with the Services and Client Data.
Client agrees to respond to requests for information from Company within a reasonable timeframe and to maintain accurate and complete financial data throughout the engagement.
If Client's financial records are not in a clean and reconcilable state at onboarding, a separate cleanup engagement may be required prior to the commencement of ongoing Services.

3. Acknowledgments & Limitations of Services

3.1 Client Review and Approval

Client acknowledges that all reports, reconciliations, financial statements, and other deliverables provided by Company must be timely reviewed by Client. Client is solely responsible for verifying the accuracy, completeness, and appropriateness of all materials prior to relying on them, using them for business decisions, or submitting them to any third party. Company shall not be liable for any loss, claim, or decision arising from Client's failure to review and approve such materials.

3.2 Third-Party Systems

Company's Services may rely in part on data generated by or transmitted through third-party systems, including QuickBooks Online, banking platforms, payment processors, and property management systems (collectively, "Third-Party Systems"). Company is not responsible for the accuracy, completeness, availability, or reliability of data generated by Third-Party Systems, and shall not be liable for errors, omissions, or delays to the extent caused by the failure or malfunction of any Third-Party System. Client assumes all risk associated with the use of Third-Party Systems.

3.3 No Duty to Detect Fraud or Illegal Acts

Company's Services are limited to bookkeeping and financial recordkeeping as described in the applicable SOW. Company has no duty to detect fraud, theft, defalcation, misconduct, misappropriation, or illegal acts, and shall not be liable for any failure to discover or disclose such matters. Client remains solely responsible for establishing and maintaining internal controls and oversight over its operations, personnel, funds, and accounts.

3.4 Tax Filing and Compliance

Client is solely responsible for all tax filings, tax elections, tax payments, information returns, and compliance with applicable tax laws and regulations. Company does not provide tax, legal, or investment advice and does not prepare or file tax returns or tax forms unless expressly stated in an applicable SOW. Client is responsible for engaging qualified licensed professionals for those matters.

3.5 Real Estate & Co-Living Acknowledgment

Client acknowledges that financial reporting for real estate and co-living operations relies on data from third-party systems, including property management platforms and payment processors. Company is not responsible for the accuracy of data generated by these systems. Services do not include tenant management, leasing operations, or property-level decision-making.

4. Payment

4.1 Fees

Client will compensate Company in accordance with the terms of all SOWs entered into by the parties. All fees, including hourly rates for out-of-scope work, will be defined exclusively in the applicable SOW or Change Order.

4.2 Out-of-Scope Work

Company charges for additional services not included in the SOW but requested by Client. Out-of-scope work will be quoted to Client before commencement and will be formalized in a separate Change Order executed by both parties before such work commences.

4.3 Billing and Payment

Unless otherwise provided in an SOW, Company will submit invoices monthly, and invoices will be due and payable upon receipt. All services are billed via automatic payment. Client authorizes recurring billing through the designated payment platform. No work will be performed without an active payment method on file.

If payment fails or becomes overdue, Client shall have a grace period of three (3) business days to cure the payment failure. If payment is not received within this period, Services will automatically pause until payment is received in full. Any amounts not paid when due shall accrue interest at the rate of one-and-one-half percent (1.5%) per month, or the highest rate allowable by law, whichever is less.

4.4 Authorization

Client authorizes Company to charge the payment method on file for all charges incurred in accordance with the SOW and these Terms. This authorization remains in effect until cancelled in writing. Client certifies that it is an authorized user of the payment method and will not dispute transactions that correspond to the terms of these Terms and the associated SOW.

4.5 Retainer

Where a retainer is required, funds will be held by Company and applied against invoices as issued. All retainer payments are non-refundable, except where prohibited by law. In the event of termination prior to exhaustion of the retainer, any remaining balance will be applied to outstanding invoices or amounts owed, with no obligation to refund unused portions, except where prohibited by law.

4.6 Taxes

Fees are exclusive of taxes, levies, duties, and governmental charges, which will be billed to and paid by Client.

5. Intellectual Property

All intellectual property rights in any work product, reports, templates, financial models, analyses, deliverables, and other materials created by Company pursuant to this Agreement are and shall remain the sole and absolute property of Company. This includes working papers, report templates, manuals, forms, checklists, and all other proprietary documents. Client shall have a limited right to use deliverables solely within Client's business operations. Client will not copy, reproduce, or distribute any proprietary documents or materials of Company. Client will, at all times during and after the term of this Agreement, keep all proprietary information of Company in confidence.

6. Confidentiality

Information acquired by Company in the course of the engagement is subject to strict confidentiality requirements and will not be disclosed to other parties except as required or permitted by law, or with Client's express written consent. This obligation survives termination of the Agreement.

Company maintains physical, electronic, and procedural safeguards to protect Client information. Company may transmit Client information to third-party service providers — such as subcontractors, online backup services, and payment processors — solely to facilitate the delivery of Services. Company will ensure that such providers agree to protect Client information and use it only in connection with services performed for Company.

Client assumes all responsibility for adherence to privacy and disclosure requirements applicable to Client's industry. Client agrees to indemnify and hold Company harmless in connection with any claims arising from Client's failure to comply with such requirements.

7. Non-Disparagement

For the term of this Agreement and for two (2) years thereafter, neither party shall make any oral or written statement that is false or materially harmful and intended to disparage the other party, or that materially degrades the other party's reputation in its industry, or that interferes with the other party's relations with its clients, employees, consultants, or vendors.

In the event of a breach of this section, the parties agree that damages of $1,000.00 per occurrence shall apply as liquidated damages, representing a genuine pre-estimate of anticipated loss and not a penalty.

8. Indemnification

Client agrees to indemnify, defend, and hold Company and its affiliates, officers, directors, employees, and agents harmless from and against any third-party claims, losses, liabilities, damages, expenses, and costs — including attorneys' fees — arising from: (i) Client's negligence or willful misconduct; (ii) any breach of or inaccuracy in any representation, warranty, covenant, or obligation of Client under this Agreement; or (iii) Client's misuse of the Services or provision of inaccurate, incomplete, or misleading Client Data to Company.

9. Release from Liability

Client agrees, on behalf of Client and Client's representatives, to fully and forever release and hold harmless Company, its owners, affiliates, partners, officers, directors, agents, managers, staff, employees, and representatives ("Released Parties") from any and all claims arising out of or relating to the scope of Services performed under this Agreement, to the fullest extent permitted by law. This release does not apply to claims arising from the gross negligence, willful misconduct, or fraud of Company.

10. Limitation of Liability

To the fullest extent permitted by law, Company's total aggregate liability arising out of or relating to this Agreement, the Services, or any SOW shall not exceed the lesser of: (i) the total fees paid by Client to Company during the three (3) months immediately preceding the event giving rise to the claim, or (ii) $5,000. Company shall not be liable for any indirect, incidental, or consequential damages, including lost profits or third-party claims.

11. Term and Termination

This Agreement begins on the commencement date in the applicable SOW and continues for an initial term of three (3) months. After the initial term, this Agreement continues on an annual basis unless terminated by either party with written notice. Client may terminate at any time upon written notice. If Services are terminated before completion of the SOW, Client remains responsible for payment for all work performed up to the date of termination.

Company reserves the right to suspend or withdraw from the engagement if any invoice becomes delinquent, without such suspension constituting a breach of Company's obligations. Company may use any deposits or payments received and apply them to amounts owing at termination.

12. Relationship of the Parties

The relationship between the parties is that of independent contractors. Nothing in this Agreement shall be construed to create an employment, agency, partnership, or joint venture relationship. Neither party has authority to bind or contract any obligation on behalf of the other.

13. Communication Policy

All client communication will be conducted via designated communication channels — email or a ticketing system. Company does not provide support via informal communication channels. Standard response time is one (1) to two (2) business days.

14. Record Retention

All original documents obtained from Client remain the property of Client. Company reserves the right to make a reasonable number of copies for its records. Company's policy is to keep records related to this engagement for seven (7) years for discontinued clients and indefinitely for ongoing clients. Company's records are not a substitute for Client's own original records.

If the engagement ends for any reason, Company may offer Client the option to continue any third-party subscription-based services at Client's expense. Client agrees to assume responsibility for such services within ten (10) days of the end of the engagement.

15. General Provisions

Force Majeure

Company shall be entitled to a reasonable extension of time to complete Services if delayed by any cause beyond Company's control, including acts of God, strikes, technological failure, fire, flood, explosion, or orders of any government authority.

Governing Law and Venue

This Agreement is governed by the laws of the State of Florida. Any action arising out of this Agreement will be brought solely in state or federal courts located in Palm Beach County, Florida.

Attorney's Fees

If either party incurs legal fees associated with the enforcement of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and litigation expenses from the other party.

Assignment

Company may assign this Agreement at any time. Client may not assign this Agreement without the prior written consent of Company.

Severability

If any provision of this Agreement is found to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect.

Entire Agreement

This Agreement and all SOWs constitute the entire agreement between the parties with respect to the subject matter hereof. No change or modification shall be valid unless in writing and signed by authorized representatives of both parties.

Coliving Financials, LLC

514 Charlotte Rd, Auburndale, FL 33823 | 863-315-3315 | info@colivingfinancials.com