TERMS OF SERVICE

These terms of service, together with any addendum or schedule attached hereto (collectively, these “Terms of Service”) are a legally binding agreement between you and Synapse Financial Technologies, Inc. (hereinafter referred to using any one or more of the terms “Synapse,” “we,” “us,” or “our”).
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Synapse provides certain technologies and services to third-party platform operators (each a “Platform Operator”) to allow users of a Platform to access banking and/or other financial services (hereinafter the “Synapse-Enabled Services”) from one or more Partner Financial Institutions (as defined below) through the Platform who offer and provide the Synapse-Enabled Services or are participants in the Program (as defined below). By using or accessing a Platform that enables you access to or use of a Synapse-Enabled Service via a Platform Operator’s website, desktop, or mobile application (collectively referred to as a “Platform”), you agree to these Terms of Service and to be bound hereby. If you are using the Synapse-Enabled Services for or on behalf of an organization, you’re agreeing to these Terms of Service on behalf of that organization, and you represent and warrant that you have the authority and are otherwise able to do so (the reference to “you” or “your” in these Terms of Service includes such organization). With respect to the use of any Synapse Website, Synapse’s Website Terms of Use will apply.
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Please read these Terms of Service carefully, as they include important information about your legal rights with respect to your use of Synapse-Enabled Services through a Platform, and covers areas such as certain authorizations and instructions, warranty, disclaimers, limitation of liability, and the resolution of disputes by arbitration and a class action waiver.
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Synapse may update these Terms of Service from time-to-time in its sole discretion, without notice to you unless otherwise required by applicable law, rule, or regulation. All changes are effective immediately when Synapse posts them to the Synapse Website, unless explicitly indicated otherwise. Your continued use of the Synapse-Enabled Services following the posting or effectiveness of revised Terms of Services means that you accept and agree to the changes. You are expected to, and it is your responsibility to, check the Platform and/or the Synapse website for updates to these Terms of Service from time-to-time, so you are aware of any changes, as they are binding on you. If you do not agree to the Terms of Service or updates thereto, you must immediately stop using or accessing the Synapse-Enabled Services and you may lose access to the Synapse-Enabled Services.

1. About Synapse and the Synapse-Enabled Services

1.1. About Synapse. Synapse Financial Technologies, Inc. is a technology service provider that enables Platform Operators, through their respective Platforms, to offer users (each a “User”) access to various Synapse-Enabled Services, through its affiliates and partners, including without limitation: (i) Synapse Brokerage LLC, a U.S. Securities and Exchange Commission (“SEC”) registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and the Securities Investor Protection Corporation (“SIPC”) (“Synapse Brokerage”); (ii) Synapse Credit LLC, a state-licensed lender (“Synapse Credit”); and (iii) certain other banks, financial institutions, and service providers (each of the foregoing being a “Partner Financial Institution”). While Synapse leverages its relationships with Partner Financial Institutions to provide the Synapse-Enabled Services, Synapse is not a bank. Synapse is a financial technology company, and any Synapse-Enabled Service provided to a User via a Platform is provided by one or more Partner Financial Institutions. In some cases, the Synapse-Enabled Services may be used by the Partner Financial Institutions to provide banking and other financial services via a Platform. However, Synapse does not perform any banking function on your behalf, including, without limitation, holding or transmitting funds. Funds may be held or transmitted by one or more Partner Financial Institutions for your benefit pursuant to your standing authorizations, explicit instructions, or applicable terms and conditions governing the relevant Synapse-Enabled Service.

YOU UNDERSTAND THAT SYNAPSE MAY PROVIDE YOUR INFORMATION AND INSTRUCTIONS TO A PARTNER FINANCIAL INSTITUTION OR A THIRD-PARTY SERVICE PROVIDER SOLELY ON A “PASS-THROUGH” BASIS IN ACCORDANCE WITH THESE TERMS OF SERVICE OR ANY INSTRUCTION YOU PROVIDE. IN SO PROVIDING YOUR INFORMATION OR INSTRUCTIONS TO A PARTNER FINANCIAL INSTITUTION OR A THIRD-PARTY SERVICE PROVIDER, SYNAPSE IS NOT AUTHORIZED TO INITIATE OR EXECUTE TRANSACTIONS, PAYMENTS, OR TRANSFERS, AND ONLY THE APPLICABLE PARTNER FINANCIAL INSTITUTION OR THIRD-PARTY SERVICE PROVIDER IS AUTHORIZED TO DO SO. SYNAPSE DOES NOT AND WILL NOT CONTROL, TRANSMIT, OR HOLD YOUR FUNDS PURSUANT TO THESE TERMS OF SERVICE.

1.2. About Synapse-Enabled Services. In the case of Synapse-Enabled Services that facilitate your access to banking services (e.g., deposit accounts, cards, funds transmissions), such banking services are provided by Partner Financial Institutions that are national or state-chartered banks or associations. For Synapse-Enabled Services that allow you to obtain credit services (e.g., loans, lending), such credit services are provided by one or more Partner Financial Institutions, including, without limitation, Synapse Credit LLC. For Synapse-Enabled Services that enable you access to brokerage services (e.g., brokerage accounts and cash management services), such brokerage services are provided by Synapse Brokerage LLC. With respect to Synapse-Enabled Services that facilitate your access to crypto services (e.g., digital wallets or crypto-asset conversion services), such crypto services are provided by Partner Financial Institutions or other third-party service provider(s). See the Broker Disclosure Library for additional information on the specific Partner Financial Institutions that provide Synapse-Enabled Services to you.

1.3. Changes to Services. Synapse may from time-to-time make additional Synapse-Enabled Services available or may remove Synapse-Enabled Services without prior notice to you, unless otherwise required by applicable law, rule, or regulation. Additionally, Synapse may make modifications to the Synapse-Enabled Services from time-to-time without prior notice to you. By continuing to have access to or by using the Synapse-Enabled Services, you agree to be bound by these Terms of Service in the event of any such addition, removal, or modification, as applicable, subject to the terms and conditions provided herein.

2. Your Responsibilities

2.1. Restrictions on Use of the Services. In using the Synapse-Enabled Services, you represent and warrant that you are at least 18 years old (or are of at least the legal age of capacity applicable in your jurisdiction), and that you have the right, authority, and capacity to enter into these Terms of Service. If you are accepting these Terms of Service on behalf of any legal entity, including any company, organization, government, or governmental agency, you represent and warrant that you have been duly authorized to do so, and that you act on behalf of any such legal entity.

2.2. True and Accurate Information. You represent and warrant that any information or instruction that you provide to Synapse or in connection with your use of the Synapse-Enabled Services is true, accurate, and complete. Additionally, you agree to provide all information reasonably requested in connection with the provision of the Synapse-Enabled Services, including, without limitation, your legal name, email address, phone number, date of birth, social security or tax identification number, photo identification or other government-issued identification, online login credentials, and bank routing and/or account numbers (all such information being “User Data”). You agree to notify us in the event of any change to any User Data. You acknowledge that we may use one or more third parties to verify some or all of your User Data, and consent to our sharing of your User Data, as well as any other information that you provide to Synapse, with any such third party for verification. For more information about how we use your data, please refer to our Privacy Policy.

2.3. Credentials. If a Platform or Synapse provides you with login credentials (e.g., username, password, PIN, or the like) in order to access the Synapse-Enabled Services, you agree that you (i) will keep any such login credentials secure and confidential; (ii) will not share such login credentials with any third party; and (iii) understand that you are responsible for all activity conducted using such login credentials, regardless of whether you authorized the activity. Synapse will never ask you for your login credentials by phone or through email.

2.4. Compliance with Law and Other Agreements. You represent and warrant that your use of the Synapse-Enabled Services does not, and at no time will, constitute or cause a violation of any applicable law or regulation. You further represent and warrant that your use of the Synapse-Enabled Services, and at no time will, cause you to be in breach of any contract, agreement, or other arrangement with any party.

2.5. Your Conduct. You agree and acknowledge that, in using the Synapse-Enabled Services, you will not:

2.5.1. Provide false, inaccurate, or misleading information to Synapse or in connection with your use of the Synapse-Enabled Services;

2.5.2. Defraud or attempt to defraud Synapse, a Platform, or a Partner Financial Institution, including through, without limitation, receiving or attempting to receive duplicate compensation for a disputed transaction;

2.5.3. Use the Synapse-Enabled Services in connection with any of the Synapse Prohibited Activities; or

2.5.4. Otherwise breach these Terms of Service or any applicable law.

2.6. Limit on Access. Synapse may, at any time and without notice, limit or suspend your access to the Synapse-Enabled Services (or the Platform that includes Synapse-Enabled Services) if it is determined that the information provided by you, including any User Data, is incorrect, or if it is reasonably believed that you are in breach of or may breach these Terms of Service.

3. Program.

‍You understand and acknowledge that when you open a Brokerage Account (as defined below), you are agreeing to opt-in to and enroll in the Synapse cash management program (the “Program”) facilitated by one or more program managers, including without limitation, Synapse, Synapse Brokerage, a Partner Financial Institution, and/or any third-party program manager engaged by Synapse Brokerage (each a “Program Manager”). By participating in the Program, your funds deposited through a Platform are potentially eligible for enhanced FDIC insurance coverage once your funds are transferred to one or more Omnibus Program Accounts (as defined below). Your participation in the Program also supports your use of various Synapse-Enabled Services by providing functionality to transfer your funds to one or more Omnibus Program Accounts in connection with your use of Synapse-Enabled Services. Your participation in the Program is subject to the Program Disclosure attached to these Terms of Service as Addendum 1, which is incorporated by reference herein and supersedes any and all prior or contemporaneous, whether written or oral, terms, conditions, and agreements between you and Synapse as it relates to the Program.

4. Accounts; Consent.‍

You understand and acknowledge that when you open an account with a Platform Operator, you may be required to open one or more accounts with one or more Partner Financial Institutions in connection with your use of Synapse-Enabled Services and you further understand that by doing so, you explicitly provide an instruction to Synapse to open such accounts on your behalf. You understand that the Synapse-Enabled Services provided on your behalf via a Platform are provided directly to you by a Partner Financial Institution and not by Synapse. You further understand that each Platform Operator may offer you certain services other than the Synapse-Enabled Services that are distinct and separate from the Synapse-Enabled Services. You understand that such other services are governed by your relationship with the Platform Operator, third parties, and any other applicable service provider pursuant to one or more agreements you have entered into with such parties, as may be applicable.

By using the Synapse-Enabled Services, you expressly consent to and grant to Synapse the right, power, and authority to transmit instructions and otherwise act on your behalf to access and transmit your personal and financial information, including service requests, to and between any Partner Financial Institution and the Platform.

You are solely responsible for knowing the rights and terms pursuant to which financial products and services are offered to you by Partner Financial Institutions or third-party service providers, including, without limitation, deposit accounts, brokerage accounts, credit accounts, crypto accounts, or the like, regardless of whether any such account is opened or accessed by you through a Platform or with the use of Synapse-Enabled Services. SYNAPSE MAKES NO REPRESENTATIONS OR WARRANTIES RELATING TO ANY ACCOUNT OR FINANCIAL PRODUCT OR SERVICE OFFERED TO YOU BY A PARTNER FINANCIAL INSTITUTION OR A THIRD-PARTY SERVICE PROVIDER, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY RELATING TO FEDERAL DEPOSIT INSURANCE CORPORATION (“FDIC”) INSURANCE COVERAGE OR SECURITIES INVESTOR PROTECTION CORPORATION (“SIPC”) INSURANCE COVERAGE. THE TERMS AND CONDITIONS RELEVANT TO ANY SUCH ACCOUNT OR FINANCIAL PRODUCT AND SERVICE MAY BE FOUND IN A SPECIFIC AGREEMENT WITH THE RELEVANT PARTNER FINANCIAL INSTITUTION OR THIRD-PARTY SERVICE PROVIDER, AS APPLICABLE.

4.1. Multiple Accounts. As described above, your use of the Synapse-Enabled Services and participation in the Program involves one or more accounts with one or more Partner Financial Institutions, including, without limitation, the following:

4.1.1. Brokerage Account. You understand that by opening an account with a Platform Operator and by accessing and using Synapse-Enabled Services, you also authorize and explicitly instruct Synapse to: (1) open one or more accounts with Synapse Brokerage on your behalf (your “Brokerage Account”) and enroll you into the Program; and (2) deliver necessary instructions on your behalf in order to facilitate any Synapse-Enabled Services, subject to the terms and conditions as set forth in the Synapse Brokerage customer agreement (the “Brokerage Customer Agreement”). Your relationship with Synapse Brokerage is governed by the Brokerage Customer Agreement. You understand that your Brokerage Account may be subject to certain transaction limits as set forth in the Brokerage Customer Agreement.

4.1.2. Omnibus Program Account(s). You understand that by opening a Brokerage Account, you also authorize and explicitly instruct Synapse to open one or more omnibus accounts in the name of Synapse Brokerage for your benefit (an “Omnibus Program Account”) at one or more Partner Financial Institutions. You understand that by participating in the Program and/or accessing or using a Synapse-Enabled Service, your funds may be held in one or more Omnibus Program Accounts. See Addendum 1 for a list of the specific Partner Financial Institution(s) that maintain your Omnibus Program Account(s).

4.1.3. Deposit Accounts. To the extent that a non-interest-bearing demand deposit account, interest-bearing demand deposit account, an interest-bearing deposit account, custodial account and/or sub-account (each a “Deposit Account”) with a Partner Financial Institution is made available to you through a Platform, when you open an account with a Platform Operator, you understand that (i) a Deposit Account will be opened on your behalf, and (ii) pursuant to the terms thereof, as well as these Terms of Service, you explicitly authorize, agree, and instruct Synapse Brokerage in conjunction with the Program Manager to take certain actions in accordance with the terms set forth in the Program Disclosure attached to these Terms of Service as Addendum 1. You understand that if you have a Deposit Account, you may be subject to certain transaction limits as set forth in the relevant Deposit Account Customer Agreement.

4.2. Applicable Agreements. You understand that when you open one or more accounts with one or more Partner Financial Institutions in connection with your use of a Synapse-Enabled Service, you are provided access to certain financial services, including without limitation, banking services, funds transmission, credit services, brokerage services, and crypto services. You further understand that whether or not you utilize or access such financial services through Synapse-Enabled Services, these Terms of Service may not include all of the terms and conditions upon which such financial product or service is offered to you, and that there may be other applicable terms and conditions governing your procurement of and/or access to such financial product or service contained within one or more separate agreements between you and the Partner Financial Institution(s) or third-party service provider(s), as the case may be (each such agreement a “Partner Services Agreement”). For the avoidance of doubt, these Terms of Service solely govern the relationship between you and Synapse and its affiliates, as it relates to the services provided to you, including the Synapse-Enabled Services, as described herein. Your access to and use of Synapse-Enabled Services are also governed by applicable agreement(s) between you and the relevant Partner Financial Institution. See Addendum 1 for additional information on the specific Partner Financial Institutions that provide Synapse-Enabled Services to you.

5. Your Privacy and Synapse’s Privacy Policy. Synapse takes your privacy seriously. To learn more about what information we may collect from you, how we may use your information, and how we may share your information, please review our Privacy Policy.  

6. Support. In the event you experience difficulties while using the Synapse-Enabled Services, please follow the instructions below for assistance.

6.1. Support for Synapse-Enabled Services:

6.1.1. For support regarding the Synapse-Enabled Services in connection with credit services (e.g., through Synapse Credit LLC), contact Synapse by email at loans@synapsefi.com, or by telephone at (844) 525-6247.

6.1.2. For support regarding the Synapse-Enabled Services in connection with brokerage services (e.g., through Synapse Brokerage LLC), contact Synapse by email at brokerage@synapsefi.com.

6.1.3. For support regarding the Synapse-Enabled Services in general, or in connection with non-credit or non-brokerage financial services (e.g. banking or crypto services), contact Synapse by email at help@synapsefi.com or by telephone at (415) 688-2943.

6.2. Support for the Platform: Contact the Platform using the information provided to you by the Platform.

7. Termination of these Terms of Service.‍

Synapse reserves the right, in its sole discretion, to restrict, suspend, modify, or terminate these Terms of Service, as well as your access to some or all of the Synapse-Enabled Services, at any time, and for any reason, without prior notice or further obligation. You acknowledge and understand that termination of these Terms of Service or of your access to any portion of the Synapse-Enabled Services does not terminate any relationship that you may have with a Platform or Partner Financial Institution. Similarly, you acknowledge and understand that a termination of your relationship or agreement with a Platform or Partner Financial Institution will not terminate, and shall not relieve you of liability or obligation under these Terms of Service.

8. Consent to Electronic Signatures and Electronic Communications

8.1. Communications. To the fullest extent permitted by law, these Terms of Service, as well as any notices or other communications from Synapse to you regarding these Terms of Service (each being “Communications”) may be provided to you electronically via Synapse directly or by a Platform, a Partner Financial Institution, or a third-party service provider, in each case, on behalf of Synapse.

8.2. Consent. You consent and agree to receive those Communications in an electronic form as contemplated by these Terms of Service. Electronic Communications may be posted in one or more portions of the Platform, or within the Synapse website (https://synapasefi.com/). In some cases, Communications may be delivered via email (e.g., at the email address that you provided to Synapse, a Platform, or a Partner Financial Institution). You may download or print a paper copy of any electronic Communication and retain it for your records. All Communications in electronic format will be considered to be “in writing,” and to have been received no later than twenty-four (24) hours after posting or transmission, whether or not you have received or retrieved the Communication. Synapse reserves the right to provide Communications in paper format. You agree to give us notice of any change of your postal or email address.

8.3. Revocation of Consent. Your consent to receive Communications electronically is valid until you revoke your consent by notifying Synapse at legal@synapsefi.com. If you revoke your consent to receive Communications electronically, Synapse may terminate your right to use the Synapse-Enabled Services under these Terms of Service and, as a result, your ability to use a Platform may be affected, and you acknowledge that Synapse shall not be liable for any loss or damage incurred as a result of your inability to use a Platform in such a case.

9. Synapse’s Rights. If Synapse determines, in its sole discretion, that you have breached or are likely to breach these Terms of Service, that you or your use of the Synapse-Enabled Services presents risk or security concerns, or if Synapse is unable to verify your identity, Synapse shall have the right to, in its sole discretion, take one or more actions to protect Synapse, Platforms, Platform Operators, Partner Financial Institutions, third-party service providers, Platform users, or any other third-party, from any type of liability whatsoever. These actions may include, but are not limited to, the following:

9.1. Suspending your access to the Synapse-Enabled Services;

9.2. Suspending or requesting suspension of your access to any funds held in an account with a Platform or a Partner Financial Institution;

9.3. Closing or requesting the close of your account with a Platform or Partner Financial Institution;

9.4. Notifying any Platform, Partner Financial Institution, third-party service provider, or law enforcement agency of your actions;

9.5. Refusing to do business with you in the future; and

9.6. Taking legal action against you.

10. No Warranties.

‍THE SYNAPSE-ENABLED SERVICES PROVIDED UNDER THE TERMS OF SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. SYNAPSE EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. YOUR USE OF THE SYNAPSE-ENABLED SERVICES IS AT YOUR OWN RISK. SYNAPSE SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT WITH RESPECT TO THE SYNAPSE-ENABLED SERVICES. SYNAPSE DOES NOT HAVE CONTROL OF, AND SHALL NOT BE LIABLE FOR ANY CLAIM RELATING IN ANY WAY TO, ANY PRODUCTS OR SERVICES OFFERED BY PLATFORMS OR THAT ARE PAID FOR USING THE SYNAPSE-ENABLED SERVICES, AND CANNOT ENSURE THAT ANY PLATFORM OR OTHER THIRD PARTY WITH WHICH YOU TRANSACT WILL COMPLETE THE TRANSACTION. SYNAPSE DOES NOT REPRESENT OR WARRANT THAT THE SYNAPSE-ENABLED SERVICES WILL MEET YOUR REQUIREMENTS, BE CONTINUOUS, UNINTERRUPTED, SECURE, TIMELY, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SYNAPSE OR THROUGH OUR SYNAPSE-ENABLED SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. SYNAPSE SHALL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS OR SYSTEM FAILURES THAT MAY AFFECT THE PROCESSING, COMPLETION, OR SETTLEMENT OF TRANSACTIONS VIA A PLATFORM, REGARDLESS OF WHETHER ANY SUCH INTERRUPTIONS OR FAILURES ARE CAUSED IN WHOLE OR IN PART BY THE SYNAPSE-ENABLED SERVICES. THIS DISCLAIMER OF WARRANTY SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

11. Disclaimers.

‍To the fullest extent permitted by applicable law, Synapse does not make, and specifically disclaims, any and all warranties and liabilities related to any Platform, Partner Financial Institution, or third-party service provider in connection with your use of the Synapse-Enabled Services.

12. Limitation of Liability.

‍TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SYNAPSE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, FINANCIAL LOSSES, OR DAMAGES RESULTING FROM LOST OR INACCURATE DATA, INCLUDING PERSONAL INFORMATION, OR BUSINESS INTERRUPTION) RESULTING FROM OR ARISING IN CONNECTION WITH (i) YOUR USE (OR YOUR INABILITY TO USE) THE SYNAPSE-ENABLED SERVICES OR ANY PLATFORM, OR (ii) THESE TERMS OF SERVICE OR THE SUBJECT MATTER HEREOF, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT SYNAPSE HAS BEEN INFORMED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF SUCH DAMAGES. SYNAPSE’S TOTAL LIABILITY OF ALL CLAIMS ARISING OUT OF OR RELATED TO THE PROVISION OF THE SYNAPSE-ENABLED SERVICES OR THESE TERMS OF SERVICE, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100).

13. Indemnification.

‍You agree to defend, indemnify and hold harmless Synapse and its respective officers, directors, employees, agents, and suppliers from and against any third-party claim, suit, demand, loss, liability, damage, action, proceeding, judgment, settlement, penalty, fine, cost, or expense (including reasonable attorneys' fees and other litigation expenses) arising out of or relating to (i) your breach of any provision of these Terms of Service; (ii) your acts or omissions in connection with your use of the Synapse-Enabled Services or any Platform; (iii) any act or omission of Synapse, provided that such act or omission is the result of Synapse reasonably responding to your instructions in accordance with these Terms of Service; (iv) your violation of any law and regulation; or (v) your negligent or reckless act or omission, or the willful misconduct of any of your employees, contractors, or agents. This provision shall survive the termination of these Terms of Service.

14. Dispute Resolution.‍

In the event of a dispute between you and Synapse with respect to any Synapse-Enabled Service, you agree to provide Synapse with a notice of such dispute, which shall describe all relevant facts and a proposed resolution (a “Dispute Notice”). After reviewing the Dispute Notice, we will use commercially reasonable efforts to resolve the dispute in good faith and in a manner that is mutually agreeable. You agree to use commercially reasonable best efforts in providing the Dispute Notice and in resolving any such dispute. In the event we are unable to achieve a resolution, or if either you or Synapse believes that good-faith negotiation would be inappropriate or inadequate to resolve a dispute, any controversy or claim arising out of or relating to these Terms of Service, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association, in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. In any arbitration arising out of or related to the Terms of Service, the arbitrator(s) will award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with those aspects of its claims or defenses on which it prevails, and any opposing awards of costs and attorneys’ fees awards will be offset. No class actions or similar process, and no joinder or consolidation of any claim with a claim of any other person or entity, shall be allowable in arbitration, without the written consent of both parties. The arbitrator shall have no authority to entertain any claim on behalf of a class, group, person, or entity who is not a named party to the arbitration, nor shall any arbitrator have authority to make any award for the benefit of, or against, any class, group, person, or entity who is not a named party to the arbitration. In the event that there is a dispute about whether limiting arbitration to non-class proceedings, or to the named parties, is enforceable under applicable law, then that question shall be resolved by a court rather than by an arbitrator; and to the extent it is determined that resolution of a claim must proceed on a class basis, it shall so proceed in a court of competent jurisdiction rather than in arbitration. The place of arbitration shall be San Francisco, California, except to the extent the arbitration involves a Platform, a Partner Financial Institution, or a third party service provider of Synapse as party to the dispute, in which case Synapse may, in its sole discretion, move the place of arbitration to any location to which you have previously agreed to with such Platform, Partner Financial Institution, or third party service provider in any written agreements with such Platform, Partner Financial Institution, or third party service provider.

ARBITRATION WITH RESPECT TO A CLAIM IS BINDING AND NEITHER PARTY WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM IN COURT. IN ARBITRATION, THE PARTIES WILL NOT HAVE THE SAME RIGHTS THAT MAY APPLY IN COURT, SUCH AS THE RIGHT TO A TRIAL BY JUDGE OR JURY, AND THE RIGHT TO PARTICIPATE OR BE REPRESENTED IN PROCEEDINGS BROUGHT BY OTHERS (SUCH AS CLASS ACTIONS OR SIMILAR PROCEEDINGS). IN ADDITION, THE RIGHT TO DISCOVERY AND THE RIGHT TO APPEAL MAY ALSO BE LIMITED OR ELIMINATED IN ARBITRATION. ALL OF THESE RIGHTS ARE WAIVED WITH RESPECT TO CLAIMS THAT THE PARTIES ELECT TO ARBITRATE.

All claims, findings, and settlements under this “Binding Arbitration” section shall be confidential information of Synapse. You shall not disclose or reveal to employees, agents, any Platform or Partner Financial Institution, third-party service provider, or any other person or entity. Due to the unique nature of the claims, findings, or settlements contemplated herein, monetary damages may be inadequate to compensate Synapse for your violation or threatened violation of the of these Terms of Service may cause irreparable injury to Synapse, and, in addition to any other remedies that may be available, in law, in equity, or otherwise, Synapse shall be entitled to seek injunctive relief against you with respect to your violation or threatened violation of such Terms of Service.

15. Miscellaneous.

15.1. Choice of Law; Venue. These Terms of Service shall be governed by the laws of the State of California, without regard to conflict of laws principles. Notwithstanding any other provision of these Terms of Service, including, without limitation, the “Binding Arbitration” section, in the event of any dispute arising from or in any way related to these Terms of Service or your use of the Synapse-Enabled Services or any Platform that utilizes the Synapse-Enabled Services, you agree to submit to the exclusive personal jurisdiction of the state and federal courts in the State of California.

15.2. Binding Effect; Successors and Assigns. You may not assign your rights or obligations under these Terms of Service without the prior, written consent of Synapse. These Terms of Service will inure to the benefit of the successors, assignees, licensees, and sub-licensees of Synapse.

15.3. Severability; No Waiver. If any provision of these Terms of Service is found to be invalid by a court of competent jurisdiction, the invalidity of such provisions shall not affect the validity of the remaining provisions. Likewise, if Synapse chooses to terminate any provision in accordance with the terms and conditions of these Terms of Service, any such termination shall not affect the termination of other provisions. If Synapse fails to act on, or enforce, any provision of these Terms of Service, such failure shall not be construed as a waiver of any provision of these Terms of Service. Synapse will only grant waivers to specific provisions, for specific instances, in writing. These Terms of Service constitute the entire agreement between you and Synapse with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, whether written or oral.

SYNAPSE FINANCIAL TECHNOLOGIES, INC. TERMS OF SERVICE

ADDENDUM 1 PROGRAM DISCLOSURE

This Program Disclosure (“Program Disclosure”) describes a service offered or made available to you by Synapse Financial Technologies, Inc. and its affiliates (collectively, “Synapse” “we”, “us,” and “our”), whether accessed through us directly or through a third-party platform website, or mobile application (each a “Platform”), facilitated by Synapse Brokerage in conjunction with the Program Manager. The words “I,” “you” and “your” mean any individual or entity who accepts this Program Disclosure. Capitalized terms not defined herein shall have the meanings ascribed to them in the Synapse Terms of Service.

1.About.

‍Synapse offers a cash management program to you through which your funds may be eligible for enhanced FDIC insurance coverage and through which your funds are transferred to one or more Omnibus Program Accounts in connection with your use of Synapse-Enabled Services (the “Program”). When you open an account with a Platform Operator, you understand that you are required to also open a brokerage account (“Brokerage Account”) with Synapse Brokerage LLC (“Synapse Brokerage”), as disclosed to you in the Terms of Service. Your Brokerage Account will be your primary account in connection with your participation in the Program (“Primary Account”). In the event that you have also opened a Deposit Account, then your Deposit Account will instead serve as your Primary Account. To the extent your Primary Account earns interest, you understand that if your funds are transferred into the Program, you may earn a different interest rate than if your funds were held in your Primary Account. The interest rate you will earn when your funds are in the Program is set forth in the Brokerage Customer Agreement. By participating in the Program, funds you deposit to your Primary Account may be eligible for enhanced FDIC insurance coverage by sweeping your funds into the Program. The Program also serves to efficiently manage your funds to satisfy obligations of Synapse-Enabled Services. In order to make the Program available to you and by opening a Brokerage Account, you understand that you authorize and instruct Synapse to open one or more Omnibus Program Accounts at one or more Partner Financial Institutions participating in the Program. You further understand that by participating in the Program, you authorize and instruct Synapse Brokerage in conjunction with the Program Manager to manage your balances of your Primary Account, Brokerage Account (if not your Primary Account), each Omnibus Program Account, and any other account established for your benefit in connection with the Program. Pursuant to your instruction, this Program Disclosure, and the Brokerage Customer Agreement, Synapse Brokerage will be performing the following services either independently or simultaneously in order to allow your funds to potentially receive enhanced FDIC coverage and/or transmit your instructions to one or more Partner Financial Institutions in connection with your use of Synapse-Enabled Services.

By participating in the Program, you hereby represent and agree that you understand that your funds may be transferred into the Program and withdrawn from the Program according to your instructions described herein. You further understand that when your funds are withdrawn from the Program (e.g., transferred to your Brokerage Account), your funds may not be eligible to be covered under FDIC insurance.

1.1. By opening a Brokerage Account, you understand that you agree to opt in to and enroll in the Program and you understand and agree to be bound by this Program Disclosure and other related disclosures and agreements (collectively, the “Program Agreements”), as they may change from time-to-time. You agree to regularly check the Broker Disclosure Library and the Terms of Service for any updates to any applicable terms related to your participation in the Program. Upon the effective date of the updated Program Agreements, you understand that by continuing to use the Platform you agree to be bound by the updated Program Agreements.

1.2. You understand that you may only deposit or withdraw funds from your Primary Account. If your Primary Account is your Deposit Account, funds will only be transferred to your Brokerage Account in the event you opt to utilize a Synapse-Enabled Service or if subject to the Threshold Balance (as defined below). Otherwise, if your Primary Account is your Deposit Account, your funds will remain in your Deposit Account until such time that you reach the Threshold Balance. By depositing through a Platform in excess of the Threshold Balance you understand that you are providing an instruction to deposit such excess balance in your Brokerage Account and into the Program. You further understand that by participating in the Program and by depositing funds through a Platform, you are providing instructions to Synapse, Synapse Brokerage and/or to make various transfers consistent with the Terms of Service.

1.2.1. “Threshold Balance” means the maximum balance maintained in your Deposit Account before your funds are deposited into your Brokerage Account and into the Program. Unless stated otherwise in any governing Deposit Account documentation, or as otherwise communicated to you by Synapse from time to time, the Threshold Balance shall be $250,000.

1.3. Depending on the Synapse-Enabled Service you request, you understand that you authorize and instruct Synapse Brokerage in conjunction with the Program Manager to: (1) withdraw your funds in the Program and transfer the funds to your Brokerage Account; and (2) originate an ACH transfer to satisfy any obligation as a result of a Synapse-Enabled Service.

2. Program Participants.

‍The Partner Financial Institutions participating in the Program include the following banks and financial institutions. Synapse Brokerage may add or remove a Partner Financial Institution, in its sole discretion, with at least thirty (30) days’ notice to you via the Platform or via email.

For information regarding the specific Program Banks (as defined below) participating in a Synapse cash management program, please visit the List of Program Banks.

The Partner Financial Institutions listed above are regulated by bank regulatory agencies under various federal and state banking laws and regulations or other financial services laws and regulations. You can obtain available financial information concerning each Program Bank at www.ffiec.gov/nic or by contacting the FDIC Public Information Center by mail at L. William Seidman Center, Virginia Square, 3501 North Fairfax Drive, Arlington, VA 22226 or by phone at 703-562-2200. Your funds included in the Program are obligations of each Program Bank where monies are deposited and are not obligations of or guaranteed by Synapse. Synapse does not guarantee in any way the financial condition of the Partner Financial Institutions, nor is Synapse responsible for any insured or uninsured oration of any deposits with the Partner Financial Institutions.

The inclusion or exclusion of a Partner Financial Institution is in the sole discretion of Synapse. If you would like to exclude a specific Partner Financial Institution from receiving your funds in your participation in the Program, because additional deposits would cause your total deposits in the specific Partner Financial Institution to exceed the FDIC insured-deposit amount (i.e., $250,000), please contact Synapse.

3. Authorization.

‍By participating in the Program, you authorize and instruct Synapse Brokerage in conjunction with the Program Manager to manage the balances of your Primary Account, Brokerage Account (if not your Primary Account), each Omnibus Program Account, and any other account established for your benefit in connection with the Program, in an effort to maximize your potential FDIC coverage.

4. Program Banks.

‍The Program Banks participating in the Program are disclosed in Section 2 above. To the extent additional banks agree to participate in the Program, Synapse will inform you of the additional Program Banks consistent with Section 5 below.

5. Changes to the Program.

‍Synapse may change, modify, replace, remove, or add terms and conditions to this Program Disclosure or Program Agreements in its sole discretion. Prior to effecting any material change, such as adding or removing a Partner Financial Institution, Synapse will provide at least thirty (30) days’ notice to you via the Platform and/or email. You understand that if you do not object to these changes within the thirty (30) day notice period, your continued participation in the Program constitutes your acceptance of such changes and you understand, agree, and explicitly authorize Synapse Brokerage in conjunction with the Program Manager to take all necessary actions to affect your participation in the Program, including withdrawing cash and/or redeeming other assets and transfer such proceeds consistent with the changes made.

6. Your Relationship with Partner Financial Institutions.

‍Through the Program, you will not have a direct account relationship with the Program Banks. You will not receive any passbook, certificate, or other evidence of ownership related to the Omnibus Program Accounts. Ownership of Omnibus Program Accounts will be evidenced by book-entries on the account records of each Partner Financial Institution and through the records maintained by Synapse and/or Synapse Brokerage as agent. Your funds will be held for your benefit within the Omnibus Program Accounts at each Partner Financial Institution. Synapse, as your agent and on your behalf, will originate ACH items to deposit or withdraw funds from such Omnibus Program Accounts. All information concerning your funds held at Omnibus Program Accounts can only be obtained via Synapse Brokerage LLC, which can be contacted by emailing brokerage@synapsefi.com. The Partner Financial Institutions have no obligation to or provide you with information or to accept instructions directly from you with respect to your funds held in an Omnibus Program Account. Additionally, each Omnibus Program Account constitutes a direct obligation of the respective Program Bank (as defined below) and is not directly or indirectly an obligation of Synapse or Synapse Brokerage.

7. Pass-Through FDIC Insurance.

7.1. Eligibility. The funds held in an Omnibus Program Account with a Partner Financial Institution that is a federal or state-chartered bank (a “Program Bank”) may be eligible for pass-through FDIC insurance up to applicable limits. However, your funds held in your Brokerage Account will not receive pass-through FDIC Insurance while they are held in your Brokerage Account and while they are being transferred to a Program Bank. This means your funds will only qualify for additional pass-through FDIC insurance once the funds settle to an Omnibus Program Account with a Program Bank. In addition, if you have a direct banking relationship with a Program Bank, those funds plus the funds held in the Omnibus Program Account at the Program Bank are combined for purposes of FDIC insurance coverage. For example, if you have a deposit account with a Program Bank with a balance of $100,000 and funds held on your behalf in the Omnibus Program Account have a balance of $200,000, FDIC insurance only covers $250,000, with the remaining $50,000 uninsured. Funds in excess of the FDIC limit (i.e., $250,000) will not be eligible for additional pass-through FDIC insurance while such funds remain in the Omnibus Program Account with the Program Bank.

7.2. Program Maximum FDIC Insurance Amount. Your funds may be divided in one or more different Program Banks, including the Program Bank that maintains your Primary Account, and you may be eligible for up to $250,000 of FDIC insurance per Program Bank holding your funds. If the number of available Program Banks changes, or you elect not to use, and/or have existing assets at, one or more of the available Program Banks, the actual amount of FDIC coverage could be lower. For more information on FDIC insurance coverage, please visit www.FDIC.gov. If you wish to exclude a Program Bank from holding your funds in an Omnibus Program Account maintained on your behalf, please contact Synapse Brokerage at brokerage@synapsefi.com.

7.3. FDIC Coverage with Multiple Platforms. To the extent you participate in the Program in connection with multiple Platforms, or otherwise maintain any deposits in the same ownership capacity directly with a Program Bank or an intermediary, your FDIC coverage is based on your aggregate account deposits and assets by ownership category and not by Platform. Specifically, if you participate in the Program through more than one Platform, you are not entitled to separate FDIC coverage for each Platform. You are responsible for monitoring the total amount of deposits and assets that you hold in the same ownership capacity with any one Program Bank, directly or through an intermediary, in order to determine the extent of FDIC insurance coverage available.

7.4. Treatment of Funds. You understand and acknowledge that your funds are treated differently and subject to separate regulatory regimes depending on whether or not your funds are held in your Brokerage Account, or in one or more Omnibus Program Accounts. Specifically, Synapse Brokerage is a member of SIPC, which protects securities customers of its members up to $500,000 (including $250,000 for claims for cash). Each Omnibus Program Account is maintained at an FDIC member bank. Customer funds held in Omnibus Program Accounts are intended to be eligible for pass-through FDIC insurance for up to $250,000 per depositor against the failure of the FDIC member bank. FDIC insurance does not protect against the failure of Synapse and/or Synapse Brokerage or malfeasance by any Synapse and/or Synapse Brokerage employee. Synapse and the Partner Financial Institutions that are banks are not members of FINRA or SIPC and therefore funds held in the Omnibus Program Accounts are not SIPC protected. Therefore, generally, funds held in your Brokerage Account are subject to SIPC coverage, which protects securities customers of its members up to $500,000 (including $250,000 for claims for cash) but are not eligible for FDIC pass-through insurance. However, by participating in the Program, when your funds are transferred to Omnibus Program Accounts, they are intended to be eligible for FDIC pass-through insurance coverage (but no longer subject to SIPC coverage). You understand that when engaging in various transfer activity that your funds will move between your Program Accounts, as detailed above. For additional information and an explanatory brochure regarding SIPC, please see www.sipc.org.

8. Statements.

‍You will receive an account statement from Synapse Brokerage LLC and a consolidated account statement disseminated by Synapse, its affiliates, and applicable Partner Financial Institutions, containing important information about your activity with respect to your Brokerage Account and Omnibus Program Account(s). For each statement period, your account statement will reflect all deposits to and withdrawals from your Brokerage Account. For each statement period, your consolidated account statement will reflect the information contained in your Brokerage Account statement and all deposits to and withdrawals from your Brokerage Account and Omnibus Program Account(s), the opening and closing balances of your Omnibus Program Account(s) held for your benefit at participating Partner Financial Institutions, and the interest rate and interest earned, if any, from your participation in the Program. If applicable, your activity in relation to your Deposit Account will be included in the consolidated account statement.

9. Operation of the Program.

9.1. Transfers into the Program. Once you deposit funds through a Platform, your deposit will be held in your Primary Account. You understand that when your funds are transferred to your Brokerage Account, you authorize and instruct Synapse Brokerage in conjunction with the Program Manager to automatically transfer your funds into the Program, pursuant to this Program Disclosure.

9.2. Transfers between Program Banks and other Partner Financial Institutions. In order to enhance FDIC insurance on your funds, Synapse Brokerage in conjunction with the Program Manager, pursuant to your instructions, this Program Disclosure, and Brokerage Customer Agreement, may cause your funds to transfer to one or more Omnibus Program Accounts.

9.3. Withdrawals from Your Primary Account(s). To the extent you have a Deposit Account, funds can only be debited by you directly from your Deposit Account. You understand that if you have funds held in your Brokerage Account, when you make a request to withdraw funds, you authorize and instruct Synapse Brokerage in conjunction with the Program Manager to facilitate the withdrawal by transferring necessary funds out of the Program and into your Primary Account for the purposes of withdrawal. You understand and acknowledge that there may be a delay in accessing your funds that have already been transferred to the Program. These funds will only be available by you for withdrawal once the transfer has settled to your Primary Account, as applicable. For example, if you have $50,000.00 in your Primary Account and $250,000.00 in the Program for a total of $300,000.00, and you request to withdraw $300,000.00 from your Primary Account, your withdrawal request will be delayed until the $250,000.00 arrives at your Primary Account.

9.4. Changes to the FDIC Insurance Deposit Limit; Excess Funds. The maximum FDIC insurance amount per FDIC-insured bank is $250,000. If the FDIC changes the maximum FDIC insurance amount, Synapse Brokerage in conjunction with the Program Manager may adjust the maximum balance for each Omnibus Program Account without prior notice to you and will move your funds from one or more Omnibus Program Accounts in order for your funds to remain within the maximum FDIC insurance amount. If the maximum FDIC insurance deposit limit increases, Synapse Brokerage in conjunction with the Program Manager may, but is not required to, move your funds between Program Accounts. In the event you deposit funds in an amount exceeding the aggregate FDIC insurance coverage amount per Program Bank participating in the Program, such funds (“Excess Funds”) may not be subject to FDIC insurance coverage. Excess Funds will be held in one or more Omnibus Program Accounts designated by Synapse Brokerage in its sole discretion, without limit and without regard to the maximum available FDIC insurance coverage.

10. Opt Out. You may opt out of your enrollment in the Program by contacting optoutbrokerage@synapsefi.com. In such case, your Primary Account may be closed in accordance with the applicable Program Agreements.

11. Interest. You may earn interest on funds held in the Program at the rate disclosed in the Brokerage Customer Agreement (“Program Interest Rate”). The Program Interest Rate will vary based on prevailing economic and business conditions. Synapse Brokerage may, from time-to-time, change the Program Interest Rate which will become effective upon the date any changes to the Brokerage Customer Agreement.

12. Potential Conflict of Interests. The way Synapse Brokerage earns revenue may conflict with your interests. You understand that by participating in the Program, you understand that you may receive enhanced FDIC-insurance coverage and access to Synapse-Enabled Services. Synapse Brokerage does not charge you a fee in connection with your participation in the Program; however, Synapse Brokerage will earn interest and fees from your funds held at one or more Omnibus Program Accounts in connection with your participation in the Program. In addition, Synapse and Synapse Brokerage have entered into separate agreements with each Partner Financial Institution that participates in the Program, which among other things, requires Synapse and/or Synapse Brokerage to use reasonable efforts to allocate funds deposited with Partner Financial Institutions consistent with the terms of those arrangements, which may affect the nature and treatment of your funds as it relates to FDIC insurance coverage. Therefore, Synapse Brokerage has an incentive to offer you participation in the Program.

13. Fees. You understand that each Program Bank will pay Synapse Brokerage a fee equal to a percentage of the daily deposit balance in the Program. Synapse Brokerage, in its discretion, may change the fee or range of fees, and may vary the amount of the change among different customers. The amount of the fee received by Synapse Brokerage will affect the interest rate paid by the Program Bank to you in connection with your participation in the Program. Upon request, Synapse Brokerage will provide you with information regarding Synapse Brokerage’s compensation arrangements with respect to the Program. Other service providers, including affiliates of Synapse Brokerage, may receive fees from Synapse Brokerage or from Program Banks. Neither the Partner Financial Institutions, Synapse, nor Synapse Brokerage will charge you any fees for participating in the Program. However, you may be responsible for paying fees as provided in your Brokerage Customer Account and/or Program Agreements, associated with your use of Synapse-Enabled Services. You should refer to your Brokerage Customer Agreement and other Program Agreements to understand how fees are charged.

14. Termination of Access to the Program. Synapse, Synapse Brokerage, and each Partner Financial Institution reserves the right to terminate an end user’s access to the Program at any time in its sole discretion.

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