Terms of Use

GravyStack, Inc. TERMS OF SERVICE 

Welcome to GravyStack 

These Terms of Service (“Terms”) between GravyStack, Inc., its subsidiaries, affiliates, agents, service providers, and assigns (“GravyStack, Inc.”, “us”, “we”, or “our”) and you (“you”, or “your”), the end user of our Platform, website (www.gravystack.com) (“Website”) and mobile application (“Application”), govern our use of our services, products, features, function, technologies, and content we may offer through our Website and Application, which we refer to collectively as our “Services”. These Terms are a legally binding agreement between you and GravyStack, Inc. 

We reserve the right to make modifications to these Terms of Service at any time and for any reason. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms were last revised. Any changes will become effective when posted. Your continued use of our Services after changes are posted constitutes your acceptance of the new terms. In the event that a change to our Terms of Service will result in an increase of fees, an increase of liability to our users, fewer types of electronic funds transfers or stricter limitations on the frequency or dollar amount of transfers, you will be notified via email 21 days before the effective date. 

PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTIONS) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST GravyStack, Inc. ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEE RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW. 

We have partnered with Evolve Bank & Trust, a Federal Deposit Insurance Corporation-insured depository institution, to provide the Services. GravyStack, Inc. does not hold funds; any funds that are added to your GravyStack, Inc. Account (Described below) are solely held by Evolve Bank & Trust. When a Parent signs up for a GravyStack, Inc. Account with us, he or she agrees to the GravyStack, Inc. Account Agreement and Evolve Bank & Trust Privacy Policy and Privacy Notice through this agreement as a condition to creating a GravyStack, Inc. Account. If there is a conflict between the provisions in these Terms and the GravyStack, Inc. Account Agreement, the provisions in these Terms will control only to the extent of the conflict. 

You authorize us to share any of your information with Evolve Bank & Trust. It is your responsibility to make sure the data you provided us is accurate and complete.

GravyStack, Inc. will provide you with any and all notifications as well as all customer support related to your Account. Please contact us if you have any questions at info@gravystack.com 

In addition, when using our Services, you will be subject to any additional terms applicable to our Services, including our Privacy Policy that apply to GravyStack, Inc. Account customers. All such terms are incorporated by reference into these Terms. 

For the purpose of these Terms, our business days are Monday through Friday, excluding Federal Holidays.

  1. Communications 

When you sign-up for a GravyStack, Inc. Account, we will request your mobile telephone number. We request this information in order to send you security confirmation text messages and information about your account and our services. By clicking or tapping to indicate that you agree, you are telling GravyStack, Inc. that you consent and agree to accept and receive communications from us, including via email, text message, calls and push notification to the mobile telephone number you provided us. As part of this consent, GravyStack, Inc., or someone on our behalf, may send you communications generated by automatic telephone dialing systems and/or deliver pre-recorded messages that include (i) security confirmation messages; (ii) communication about your account (such as transfers you requested or received), (iii) communications about use and updates to the Services, and (iv) other information concerning your GravyStack, Inc. Account and the Services. GravyStack, Inc. does not charge you when we communicate with you via text message, but your phone carrier will apply standard text messaging charges and data rates. 

You consent to being contacted by us, our agents, representatives, affiliates, or anyone calling on our behalf for any purpose, at any telephone number, or physical or electronic address you provide or at which you may be reached. 

  1. Use of Services; Authorized Users 

You can sign up for GravyStack, Inc. Account only if you are 18 years of age or older and can lawfully enter into and legally binding contracts. You may be permitted to add one or more persons to use our Services through your GravyStack, Inc. Account (each, an “Authorized User”). You agree to provide us any information we request about an Authorized Users may include your minor child(ren). Any minor who uses our Services must do so only as authorized by their parent or legal guardian, who must themselves be a majority age. You acknowledge that these Terms will apply to you and each Authorized User, and you accept these terms on behalf of yourself and each Authorized User. You further agree to and accept full responsibility for any Authorized User’s use of our services, including (A) any transactions made by an Authorized Users; (B) any

transactions made by an Authorized User even if the post data shown on your statement for that transaction occurs after the date you ask us to remove Authorized User from your GravyStack, Inc. Account, (C ) an transactions made by others if an Authorized User allows them to use your GravyStack, Inc. Account; (D) fees and charges resulting from any transaction made by an Authorized User or others if an Authorized User allows them to use your GravyStack, Inc. Account; and (E) any other financial charges and legal liability that an Authorized User may incur in connection with the Authorized User’s use of your GravyStack, Inc. Account. You allow us to discuss your GravyStack, Inc. Account with any Authorized User to allow us to share information about him or her. This includes information we may get from you, any Authorized User, and information about the Authorized User’s transactions and use of our Services. We may suspend or terminate any Authorized User at any time and for any reason. 

  1. Services Description 

Through your use of our Website and Application, you may create a GravyStack, Inc. account (“GravyStack, Inc. Account”) that allows you to manage our Services and other products and services third parties may provide to you, including payments functionality. 

Users: GravyStack, Inc. Accounts are shared by a group of users (a “Circle”), each of whom falls into one of three categories: 

  • Parent. The “Parent” is the user who creates the Circle and opens the account with GravyStack, Inc. (and subsequently with Evolve Bank & 

Trust). The Parent can fund the primary GravyStack, Inc. account (the 

“Parent Account”) via automated clearinghouse (“ACH”) transfers the 

Parent initiates from an externally linked bank account (“Funding 

Account”). 

  • Children. Upon creation of a GravyStack account, 3 additional accounts (defined as the “Save Jar”, “Spend Jar” and “Share Jar”) will be created 

for each Child the Parent enrolls, each of which is a sub account of the 

“Parent Account,” as well as a debit card. Debit cards are issued by 

Evolve Bank & Trust. 

  • Circle Member. A Child or Parent can invite “Circle Members” to a 

Family. Circle Members are not Authorized Users and can only add 

money from an external to a Parent or Child’s accounts. Circle Members will have no visibility or access to the Parent or Child accounts. 

Save, Spend and Share Jars. “Save Jar”, “Spend Jar” and “Share Jar” are sub-accounts of the Parent Account that are assigned to each Child. Parents and Circle Members can add funds to Save, Spend and Share Jars on a one-time or recurring basis, as well as on the occurrence of specific events that can be tracked in the Application , for example, by completing “Challenges” 

that the Parent defines or approves. With Parent approval, Children can transfer funds between their own Save, Spend and Share Jars and can also transfer funds to the Parent Account. A Child’s personal information, including but not limited to established spending parameters,

pending transactions, approved purchases, and transaction history will be shared with the Parent. 

Challenges, Save and Share Goals. Parents can create and approve completion of tasks in the Application. Children can indicate task completion in the Application. Circle Members can also create and fund Challenges for Children, and Children can create and close savings goals for themselves. 

The Services are meant to assist you in managing the savings, spending and sharing activities of the Child or Children and are not intended to provide legal, tax or financial advice. We reserve the right at any time to add, change, suspend or discontinue any of our Services, change the fees charged in connection with our Services, or close your GravyStack, Inc. Account, with or without notice to you. However, we will always notify you when the law requires us to update you regarding any changes. We are not responsible for products or services that are provided by any third party. 

  1. Transaction Limitations

For your protection, we do have several limits in place. Our current limits are: 

  • $500 Daily load limit into your GravyStack account for debit card funding or ACH. 
  • $2,000 Monthly load limit into your GravyStack account for debit card funding or ACH.
  • $2,000 daily spending limit.

Gravystack reserves the right to cancel or suspend transactions due to fraud or compliance related concerns.

 

  1. Third-Party Providers 

We use third parties to gather and verify information about your financial accounts, including obtaining your authority and right to access these accounts, as well as manage and initiate transactions involving your accounts. You agree to provide true, accurate, complete and current information about yourself and your accounts. You authorize us and these third parties to access the website and sources of your financial accounts, on your behalf, and to gather information about you. You agree to the transfer, storage, and processing of your information by these third parties in accordance with their respective privacy policies. You give us and these third parties a limited power of attorney and appoints us and these third parties as your true and lawful attorney-in-fact and agent with full power of substitution and resubstitution for you and in our name and place, in any capacity, to access third-party websites and sources, servers or documents, retrieve information, and use this information, with full power and authority, to do anything with the information in in connection with our Services. You License to us and these third parties any information, data, passwords, material, or other content gathered. You agree that we and these third parties may use, modify, display, and distribute this content, create new material with it, and so the same with any new material. You understand and agree that our Services are not endorsed or sponsored by these third parties and that these third parties are third-party beneficiaries of these Terms with respect to the services provided by these third parties. One such third party is Plaid Technologies and its privacy policy is available at *insert link*. 

  1. Lost or Stolen Credentials 

IF YOU BELIEVE YOUR USER NAME, PASSWORD, OR OTHER SECURITY CREDENTIALS HAS BEEN LOST OR STOLEN, OR AN ACH HAS BEEN MADE WITHOUT YOUR PERMISSION, NOTIFY US AT ONCE BY EMAILING US AT info@gravystack.com

  1. Transaction History 

You will be able to see your transaction history on your GravyStack, Inc. Account through our Website or Application. If you have any questions about these transactions, contact us at info@gravystack.com 

  1. Safety 

For your safety, and for the safety of all of our customers, we require you to agree to the following: 

  • You will not violate any law; 
  • You will not infringe on our intellectual property rights or rights of publicity or privacy; 
  • You will cooperate in any investigation we deem necessary and you will provide confirmation of your identity or any information you give to us; 
  • You will not act in any way that is defamatory, trade libelous, unlawfully threatening or harassing; 
  • You will not use an anonymizing proxy; 
  • You will not attempt to use our Services by fraudulent, unlawful or inappropriate means of any kind, including the use of a bank account to which you do not have legitimate access; 
  • You will not use any automatic device or manual process to monitor or copy our Website; 
  • You will not control or access an account at a financial institution that directly or indirectly has engaged in any of these restricted activities; 
  • You will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure; 
  • You will not facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, 

surreptitiously intercept or expropriate any system, data or information; 

  • You will not use any device, software or routine to interfere or attempt to interfere with our Services; and 
  • You will not take any action that may cause us to lose any of our services from our Internet service providers, payment processors, or other suppliers. 

We also urge you to think carefully before sending funds to an unknown person. 9. Account Security and Responsibility 

Any activity on your GravyStack Account is your responsibility. We recommend choosing a strong password that you do not use elsewhere. For security reasons, we require you to agree to the following: 

  • You will not create a GravyStack Account using fake information;
  • You will not create another GravyStack Account after we have suspended or otherwise limited access to an existing GravyStack Account of yours, unless we give you written permission to do so; 
  • You will not buy, sell, rent, or lease access to your GravyStack Account; ● You will not share your username, password or other security credentials; and 
  • You will keep your contact information complete and accurate at all times. 10. Termination 

We may terminate, suspend or limit these Terms with you at any time, for any reason, and without advance notice. This means we can stop providing you with any Services, or impose new or additional limits without notifying you. However, we will always notify you when the law requires us to update you regarding any changes. The following sections of these Terms will survive any termination, suspension or expirations of these Terms: Sections 10 and 12-22. 

  1. Privacy and Data Security 

The privacy of your information is important to us. Our Privacy Policy explains in detail how we manage your information when you use our Services. Please review the Privacy Policy closely, because you must agree to the policy before using our Services. 

We and our third-party service providers may use your data, including your financial information, to improve our Services. We and our third-party service providers may use anonymous, aggregate financial information to perform analytical research, engage in performance tracking or benchmarking, or to publish, distribute, or license the aggregate, anonymous research data for any purpose. 

We protect your sensitive data according to an internal information security policy and program, and as required by law. Despite our best efforts, you understand that transmissions on the Internet and electronic storage cannot always be secure. 

You are responsible for safeguarding your username, password, and other security credentials used to access our Services. If you do not safeguard your login information, you will be responsible, within any limits imposed by law, for any loss associated with unauthorized use of your GravyStack Account. 

  1. Dispute Resolution 

12.1. Governing Law 

These Terms will be governed according to the laws of the Commonwealth of Delaware, and all activities performed in connection with our Services will be deemed to have been performed in Delaware. Any controversy, dispute, or claim arising our of our relating to our Services or these terms will be governed by and construed in accordance with the

laws of the Commonwealth of Delaware, except the provisions concerning conflicts of law. 

12.2. Disputes 

If a dispute arises between you and us, our goal is to learn about and address your concerns, so please send us a message at info@gravystack.com. If we are unable to address your concerns to your satisfaction, we will seek to provide you with a neutral and cost-effective means of resolving the dispute quickly. 

12.3. Arbitration 

THIS SECTION AFFECTS YOUR RIGHTS. PLEASE READ CAREFULLY BEFORE AGREEING TO THESE TERMS. 

To resolve disputes in the most expedient and cost effective manner, you and GravyStack, Inc. agree that any dispute arising in connection with our Services will be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief on an individual basis that a court can award. 

Our agreement to arbitrate disputes includes all claims arising out of or relating to any aspects of our Services, whether based in equity, contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether the claims arise during or after the termination of our Services. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of these Terms. 

YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND GRAVYSTACK, INC. ARE EACH WAIVING THE RIGHT TO THE TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION IN COURT OR IN ARBITRATION. 

We both agree that nothing in these Terms will be deemed to waive, prelude, or otherwise limit either of our right to (a) bring an individual action in small claims court, or (b) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available. 

Any arbitration between you and GravyStack, Inc. will be governed by the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by these Terms. For information on the AAA, please visit its website, http://www.adr.org. Your arbitration filing fees will be governed by the AAA Rules. If it is determined by the arbitrator that you cannot afford such fees, GravyStack will pay all arbitration fees and expenses. If there is

any inconsistency between any terms of the AAA Rules and these Terms, these Terms will control. 

Any arbitration hearings will take place at a location to be agreed upon in Dover, Delaware. You or GravyStack may choose whether the arbitration will be conducted (i) solely on the basis of a document submitted to the arbitrator, (ii) through a nonappearance based telephonic hearing; or (iii) by an in-person hearing as established by the AAA Rules. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of both you and us. 

YOU AND GRAVYSTACK, INC. AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. 

You agree that the enforceability of these arbitration provisions will be determined by the arbitrator as provided in the AAA Rules. You agree that the arbitration provisions of these Terms in effect at the time of demand or action, and not the time of your or our alleged injury, will be provisions that will be applied by the arbitrator or a court. 

12.4. Forum for Disputes 

Except as otherwise agreed by the parties in Section 19.3, you agree that any claims that you have against GravyStack, Inc. must be resolved by a court located in Kent County in the Commonwealth of Delaware. You agree to submit to the personal jurisdiction of the court located in Kent County, for the purpose of litigating any claim. 

  1. Disclaimer of Warranties 

OUR SERVICES AND RELATED SOFTWARE ARE PROVIDED ON AS “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE AND OUR EMPLOYEES, CONTRACTORS, AND AGENTS EXPRESSLY DISCLAIM ALL WARRANTIES OR ANY KIND AS TO OUR SERVICES AND ALL INFORMATION INCLUDED IN OR ACCESSIBLE FROM OUR SERVICES, WHETHER EXPRESS OR IMPLIES, INCLUDING WARRANTIES OR TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 

We make reasonable efforts to make our Services available, but we make no representations or warranties regarding our Services, including the time needed to complete transaction processing because our Services are dependent on many factors outside our control. We do not have control over merchants’ delivery of goods or services paid for using our Services and cannot ensure merchants will deliver goods or

services or the quality of goods or services. Some jurisdictions do not allow the disclaimer of implied warranties, so this disclaimer may not apply to you. 

  1. Indemnity 

YOU AGREE TO INDEMNIFY AND HOLD HARMLESS GRAVYSTACK, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS AND REPRESENTATIVES FROM ANY AND ALL CLAIMS, ACTIONS, PROCEEDINGS, LOSSES, LIABILITIES, DAMAGES, SETTLEMENTS, PENALTIES, FINES, EXPENSES AND COSTS (INCLUDING REASONABLE ATTORNEY’S FEES) CAUSED BY, ARISING FROM OR RELATING TO YOUR USE OF OUR SERVICES. 

  1. Setoff 

If you owe us any amount, you give us a security interest in your GravyStack, Inc. Account and your funds held in any pooled account. You also give us the right, to the extent not prohibited by applicable law, to set off against your funds to pay the amount owed to us. You agree that the security interest you have given us is consensual and is in addition to our right to set off. If we exercise our right to set off, we will notify you to the extent required by applicable law. 

  1. Limitation of Liability 

YOU AGREE THAT ACCESS TO AND USE OF OUR SERVICES IS AT YOUR OWN RISK. EXCEPT AS REQUIRED BY APPLICABLE LAW, YOU AGREE THAT WE WILL NOT BE LIABLE FOR ANY HARMS RELATED TO OUR SERVICES. WHICH LAWYERS AND COURTS OFTEN CALL DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH HARMS. OUR MAXIMUM LIABILITY FOR ALL CLAIMS, ACTIONS, PROCEEDINGS, LOSSES, LIABILITIES, DAMAGES, SETTLEMENTS, PENALTIES, FINES, EXPENSES AND COSTS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL BE THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO US TO ACCESS AND USE OUR SERVICES OR $100, WHICHEVER IS GREATER. 

Some jurisdictions do not allow for the exclusion or limitation of liability for consequential or incidental damages, in which case, this limitation may not apply to you. 

  1. Intellectual Property 

We own all right, title and interest in our Services and associated software and technology. This means that everything on our Website and Application (for example,

text, graphics, links, logos, images) is our intellectual property. You agree not to use our intellectual property for any purpose. 

The technology and software underlying our Services or distributed in connection with our Services are the property of GravyStack, Inc. and its affiliates (the “Software”). Subject to the terms and conditions of these Terms, GravyStack, Inc. grants you a non-transferable, non-sublicensable, non-exclusive, nd revocable right and license to use the object code of any Software on your device(s) solely to use our Services as intended, provided that you agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly given in this Section are reserved by GravyStack, Inc. 

  1. No Waiver 

If we do not enforce any provision in these Terms, it will not be considered a waiver. 

  1. Severability 

If any provision of these terms is found unenforceable, then that provision will be severed from these Terms and not affect the validity and enforceability of any remaining provisions. 

  1. Invalidated Provisions 

If an arbitrator or court finds any provision to be invalid, you and we agree that the arbitrator or court should give valid effect to the intention of that provision, and that the remainder of the Terms remain in full force and effect. 

  1. Entire Agreement 

These Terms, our Privacy Policy and any additional terms referenced in these Terms make up the entire agreement between you and us, and supersede any prior agreements. 

  1. Reservation of Rights. 

We reserve all rights not expressly granted to you. 

  1. Contact Information 

GravyStack, Inc. wants to hear your comments, concerns, suggestions, or questions. Send us a message at info@gravystack.com or through our Application.

 

  1. GravyStack, Inc Pricing Disclosures 

The listed fees may or may not be applicable to all account types. Some of these fees may be waived under certain conditions. 

Account or Service Fees Fee Amount Frequency 

User Subscription $4.99 Monthly 

Challenge Fee $0.49 Per occurrence Account Closure $5.00 Per account 

Cash Management Fee Amount Frequency 

ACH Same Day $0.08 Per transaction ACH Next Day $.0.03 Per transaction Interchange Fee 1.00% Per transaction Custom Debit Card $12.00 Per card 

Unauthorized Return Fee $10.00 Per occurrence ACH Return Fee $0.06 Per occurrence Card Chargeback Fee $25.00 Per occurrence 

  1. AUTOMATED CLEARHOUSE (“ACH”) AUTHORIZATION 

By clicking Continue, you authorize GravyStack, Inc. to provide instructions to debit or credit funds from the bank account indicated above (your “Linked Account”) for the amounts you select and on the date (for one-time payments) or dates (for recurring payments) that you indicate to GravyStack, Inc. when you use the application’s features to transfer money to or from your GravyStack Parent Account (if you are a Parent) or to transfer money to a GravyStack user’s goal (if you are a Circle Member). This authorization applies to one-time, on-demand transfers; recurring transfers; and other ACH transfer features that may become available. 

You authorize GravyStack, Inc. to continue to provide instructions to debit or credit your Linked Account for requested transfers until this authorization is revoked, which can only be done by emailing info@gravystack.com. You also authorize GravyStack, Inc. to provide instructions to debit or credit your Linked Account as needed to correct any errors, process returned and reversed payments, and for similar issues, to the extent permitted by law. You acknowledge that the origination of ACH transactions must comply with the provisions of applicable law and the rules of the National Automated Clearing House Association (NACHA). You request the financial

institution that holds your Linked Account to honor all transfers initiated in accordance with this authorization form. 

I agree to print this ACH Authorization and retain a hard copy or save as an electronic copy. 

  1. Linking Bank Accounts 

If enabled by Platform for your GravyStack Account, you may link an account with us or an external account at a third-party financial institution for online transfers between your linked account(s) and your GravyStack Account. If enabled by Platform, you may link your external account(s) with your GravyStack Account by (i) logging into your financial institution on GravyStack Website or Mobile App by providing the account and routing details for the external account and verifying the two (2) micro deposits we send to your external account the next business day. We may also verify your control of the external account by requiring you to submit proof of ownership of the external account(s). All linked accounts must be with financial institutions in the United States. We may decline the use of any external account that we believe may present a risk to you and/or us. By linking your external account to your GravyStack Account, and by subsequently logging into your linked account(s) through the GravyStack Website or Mobile App, you authorize us to view your account history and profile, including, but not limited to, your account and routing details, authentication details, balance, transaction history, contact 

information, and other related information made available by such external financial institution; and you understand this information may be used to transact on your behalf and perform other services subject to our Privacy Policy. When adding an external account, you represent and warrant that you are owner of and have the right to access, use and authorize us to use the account for information and funds transfer purposes. If any of your linked accounts has a joint account holder, you represent and warrant that the joint account holder has consented for you to represent both you and them, and to use the external account with the Platform service. If you do not have such consent, you should not use that external account and we will terminate your use of the inking service if we are notified of such a situation. If you close any of your external accounts, you are responsible for removing it as an account eligible for the linking service to avoid any transaction failure and possible charges related to a failed transaction. We are not responsible for any acts or omissions by the external financial institution or other provider of any linked external bank account, including, without limitation, any modification, interruption, or discontinuance of any linked external bank account by such financial institution, service provider or GravyStack. 

  1. Electronic W-9 Certifications

I certify, under penalty of perjury that: 

  1. The Taxpayer Identification Number or Social Security Number I provided is correct;
  2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and
  3. I am a U.S. citizen or other U.S. person

The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

Terms of Service 

Synapse Financial Technologies, Inc. 

Hello, from your banking concierge, Synapse. We are always looking  for new ways to connect our customers with helpful banking and  other financial services. By giving you control of your identity  and financial data, we make it easier for you to connect your  internet and banking self to leading financial technology companies  (“Platforms” as defined further below) and improved your everyday  life. 

Think of us as your secure, cloud based identity manager and banking  matchmaker. We store your personal information with bank-grade  security to help connect you to the banking and financial services  offered by Platforms you need through your favorite applications. 

Our goal is to make connecting with banks (both your current bank(s)  and our bank partners) with innovative Platform applications easier  to use + more secure. 

Have questions or comments? Email us at hello@synapasefi.com

Terms of Service 

Effective as of January 26, 2021

If you are reading these Terms of Service, that means (1) you are  using a website or phone application that uses Synapse to power  your banking needs; (2) you created an account on websites  

(https://synapasefi.com/) ; or (3) you are otherwise using our  website and software services under the Terms of Service. By using  these services, you agree to Synapse’s Terms of Service and Privacy  Policy (collectively, the “Terms of Service”), all applicable laws  and regulations, and agree that you are responsible for compliance  with any applicable local laws. We may update these Terms of Service  from time to time and it is your responsibility to check for  updates. 

If you do not agree to these Terms of Service, you must immediately  stop using our services.

NOTICE OF BINDING ARBITRATION 

ANY CLAIM, DISPUTE OR CONTROVERSY OF WHATEVER NATURE ARISING OUT  OF OR RELATING TO THE TERMS OF SERVICE SHALL BE RESOLVED BY FINAL  AND BINDING ARBITRATION IN ACCORDANCE WITH THE PROCESS DESCRIBED  IN THE SECTION TITLED “BINDING ARBITRATION” BELOW. PLEASE READ THE  SECTION TITLED “BINDING ARBITRATION” CAREFULLY. 

  1. Who is Synapse? 

Synapse Financial Technologies, Inc. and our affiliates or  subsidiaries (collectively “Synapse,” “we,” “us,” or “our”) is a  financial software layer between banks, investment advisors, and  the financial technology platforms using our services (“Platform”).  We make it easy for Platforms to provide banking services (e.g.  bank transfers or accounts) to you through Synapse’s bank partners  (collectively “Banks”). 

Check out our website (https://synapasefi.com/) or feel free to  email us at hello@synapasefi.com to learn more about Synapse. 

  1. How did I become a Synapse customer? 

By using our services offered through Platform’s or our website or  phone application, you became a customer of Synapse. You agree to  these Terms of Service when you use the services. You understand  that all bank and transaction related services are provided  directly by the Bank, except as it relates to specific services  provided to you by your Platform. Similarly, Platform is  responsible for providing their services to you pursuant to your  agreements with Platform. Synapse’s services allow you to easily  communicate with banks and other financial institutions through  Platforms. By using our service, you grant us the right, power,  and authority to act on your behalf to access and transmit your  personal and financial information, and requests for services  between Bank, Platform, and any other financial institutions (as  applicable). 

  1. Your representations and promises or affirmations to us. 

By using our services or by accessing Synapse’s or a Platform’s  website or phone application, you acknowledged and agree that: 

  1. Restriction on acceptance and use of our services. 

You are at least 18 years old (or legal age of capacity of your  state) and 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 have been  authorized to do so and to act on behalf of such legal entity:

  1. True and accurate information. 

The information and instructions you provide us are true, accurate,  and complete, as you are solely responsible for such information  and instructions. Additionally, you will provide all information  requested by us, such as your name, email address, phone number,  date of birth, social security number or tax identification number,  photo ID, online login credentials or your account and routing  numbers for your bank or credit union account (“Bank Account”),  and such other information as we may request from time to time.  You agree to update us if the information changes (collectively,  your “User Data”). We may use third parties to verify all or a  portion of your information. 

  1. Verification of your information. 

We may share your information with your Platform, Bank, our  subsidiaries, and other third parties to verify your identity  and/or your account information to provide our services to you as  further detailed in our Privacy Policy. Sharing this information  is necessary to open an Account and to provide transaction-related  services as further detailed in the Section “USA PATRIOT Act  notice.” 

  1. Password security. 

If Platform or we provide you with a login credentials (e.g.  username, password or PIN) to access our services, (i) you will  keep this information secure and confidential; (ii) you will not  share such information with third parties; and (iii) you understand  that you are responsible for all activity any person conducts using  your login credentials to access our services, regardless of  whether or not you authorized the activity. We will never ask you  for your login credentials by phone or through email. 

  1. Authorization to debit your account

By using our transactions services to send funds via the Automated  Clearing House (“ACH”) from your linked Bank Account(s) to your  Account, Platform or a third party, you authorize us (as agent of  Bank) to debit the Bank Account indicated by you for the amount  and on the date provided by you. You understand that because this  will be an electronic transaction, and funds may be withdrawn from  your account as soon as the above noted transaction date. You will  not dispute your Platform, Bank, or Synapse debiting my account,  so long as the transaction corresponds to the terms indicated in  the transaction web form provided to you. 

  1. Limits on access to services. 

We may limit or suspend your access to our services or take other  actions against you if the information you provide us is incorrect  or you otherwise breach these Terms of Service as further detailed  in these Terms of Service. 

  1. Compliance with the law and your agreements.

Your use of our services do not violate any laws or regulations or  any agreements with any third parties. 

  1. Platform services are not endorsed. 

We do not provide any endorsements or guarantees for any individual  or entity using the Synapse’s services (including the Platform you  accessed to use our services), nor any third party offers, goods  or services featured on our websites. Information regarding third  party offers, goods, and services is provided on our websites for  informational purposes only, and may not be true, accurate, or  reliable. 

  1. USA PATRIOT Act notice. 

Important information about procedures for using our services under  the USA PATRIOT Act of 2001: To help the government fight the  funding of terrorism and money laundering activities, federal law  requires all financial institutions to obtain, verify, and record  information that identifies each person who opens an account. What  this means for you: When you use our services, we will ask for your  name, address, date of birth, and other information that will allow  us to identify you. We may also ask to see a form of identification  with your photograph or other identifying documents. 

  1. Your conduct. 

You understand and agree that you will not: 

  1. Use our services, without Synapse’s prior written  consent, to transact with or operate services relating  to (i) credit repair, (ii) debt consolidation, (iii)  payday loans, (iv) title loans, (v) telemarketing, (vi)  tobacco sales, (vii) travel clubs, (viii) sweepstakes, 

(ix) choice of law, (x) marijuana or controlled substance  supply, (xi) tribal and entities that are not governed  by the U.S. or states, (xii) mail order or telephone  order companies, (xiii) business located outside of the  U.S., (xiv) adult entertainment, (xv) stored value  cards, (xvi) illegal or fraudulent goods or services,  including, but not limited to, illegal substances,  counterfeit goods, stolen goods, illegal or controlled  substances, and substances that pose a risk to consumer  safety (including synthetics, “potpourri not for human  consumption”, and other similar items), illegal online  gambling / wagering, pyramid schemes, counterfeit goods,  unlicensed sale of firearms or weapons, (xvii) any type  of money laundering, or (xviii) other businesses that  operate or engage in any business regulated by FinCEN,  including money service businesses, e-money business,  and businesses selling money orders or traveler’s  checks, and virtual or crypto-currency marketplaces and  exchanges;

  1. Provide false or inaccurate information to us, including  attempt to falsify your identity, such as by providing  false account information or false documents; 
  2. Defraud us, Bank, or other Synapse users in any way; d. Receive or attempt to receive duplicate compensation for  a disputed payment from the recipient, Synapse, Bank,  and/or other financial institutions; 
  3. Engage in activity that indicates, in Synapse or the  Bank’s discretion, that there may be a high level of risk  associated with you, your Account, or any of your Synapse  account activity; or 
  4. Otherwise breach the terms of these Terms of Service or  the policies herein. 
  5. Our services. 

Synapse provides software services to you and Platforms to give  you the ability to send and receive funds from third parties in  addition to open up an Account. All funds transfer services are  provided by Bank, as Synapse does not receive, hold, or transmit  funds. Our software allows you to send funds transfer instructions  to Bank. Any funds balances displayed by Synapse’s software are  held in your Account, or otherwise held by Bank or Platform for  your benefit, as applicable (“Account Balance”). 

SYNAPSE MAKES NO REPRESENTATIONS OR WARRANTIES RELATING TO YOUR  FUNDS OR ACCOUNT BALANCES INCLUDING FEDERAL DEPOSIT INSURANCE  CORPORATION (“FDIC”) INSURANCE COVERAGE. SUCH REPRESENTATIONS AND  WARRANTIES MAY BE FOUND IN YOUR SPECIFIC ACCOUNT AGREEMENT OR  AGREEMENT WITH YOUR PLATFORM. UNLESS NOTIFIED OTHERWISE BY SUCH  AGREEMENTS, YOUR ACCOUNT BALANCES MAY LOSE VALUE IN THE EVENT BANK,  THE BROKER DEALER, OR PLATFORM ENTERS A RECEIVERSHIP. 

  1. Bank account services. 

We provide software services to facilitate your requests for  services relating to your Account as detailed in such agreements.  We are not responsible or liable if your request for such services  is limited, delayed, or denied for risk, compliance, or other  reasons. 

  1. Transaction only services. 

As an agent of Bank, we may provide you with services to process  transactions to or from your Platform or a third party in addition  to your Account. In certain circumstances relating to our  transaction services, your funds may be held by Platform or Bank  for your benefit and a sub-account balance may be displayed to you  by our software. To provide services under this section, we may  collect personally identifiable information, your Bank Account  login credentials or account and routing numbers for your Bank  Account, or other User Data information as we may request from time  to time as further detailed in these Terms of Service and our  Privacy Policy. Transactions processed via Automated Clearing House  (“ACH”) will be processed in accordance with such timeframes except

as otherwise noted in these Terms of Service. Such transaction  services may be limited, delayed or denied for risk and compliance  reasons that we may not be able to disclose to you. You understand  that the transactions may be limited, delayed or denied and  expressly disclaim any claims relating to such actions. We are not  responsible for reviewing the accuracy of the transactions (amount,  date, or the sender or receiver of funds). Additionally, we are  not responsible if the receiver of funds rejects your transaction. 

  1. Other services. 

We may from time to time offer additional services or remove  services without prior notice to you. You agree to be bound by the  terms and conditions of such services as they may be offered to  you. 

  1. Fees. 

Fees for services offered under your Account are detailed in the  specific Account agreements. If you use our Transaction services  listed in Section 4(b), you may be charged a transaction fee by  Platform or us as detailed in your agreement with Platform.  Transactions completed on our website or phone application may  include a transaction fee as detailed when you make a transaction  request. 

  1. Reversals

In the event that a sender or the sender’s financial institution  requests a reversal of payment or Synapse decides against you in a  dispute against you, we reserve the right to charge you a $15.00  fee in addition to the full amount of the transaction  (collectively, the “Reversal Liability”). You agree to immediately  reimburse for the Reversal Liability. Additionally, you authorize  us to recover any Reversal Liability due Synapse or Bank by debiting  your available Account Balance. If you have an insufficient Account  Balance, you authorize Synapse and our Bank to take any of the  following actions to recover the remaining amounts from you: 

  1. Debit the Bank Account(s) linked to our services; b. Suspend your use of our services and require your  immediate payment; or 
  2. Engage in collection efforts. 
  3. Protecting you and resolving disputes. 

Synapse is always looking for ways to protect you from abusive  business practices, security related issues and other issues you  may encounter with Platform and our Banks. If you have a complaint  against how Platform or Bank is providing services to you or using  your User Data, just let us know by emailing us at  legal@synapsefi.com per below. We cannot warranty or guarantee  anything under this section, but if we are able to help, we will  work with you to resolve your complaint so long as such assistance  is commercially reasonable and does not violate any agreements with  third parties, regulations or laws. Disputes relating to your

Account shall be governed by your specific account agreements.  Below is more information on how we can try to help you with other  Disputes (as defined below). 

  1. Dispute resolution

You understand and agree that we are not responsible for the goods  or services that you pay for using our services, including but not  limited to those offered by your Platform and other third parties.  Each Platform and seller that you purchase from is responsible for  providing the goods and services that you purchase and for  providing all customer service related to those goods and services.  We recommend that you review Platform’s and, if applicable, a  seller’s policies before completing your purchase. You are  responsible for resolving any disputes that you may have with a 

Platform or a seller. If you have exhausted all options for  resolving a complaint about abusive business practices, security  related issues, or other dispute with a Platform or a seller, you  may choose to file a dispute claim with Synapse (“Dispute”) by  following the steps in this “Disputes” Section. 

  1. Release of Synapse. 

By filing a Dispute, you understand and agree that: 

You are asking us to assist in resolving the dispute in its sole  discretion and that such assistance or Synapse’s decision may not  be satisfactory to you; 

Synapse’s assistance in resolving the dispute does not guarantee  any particular outcome or any action on our part; and 

You release Synapse and our officers, directors, agents, employees,  subsidiaries, and suppliers from all claims, demands, and damages  of any kind arising out of your dispute with a seller and Synapse’s  review of your Dispute. 

  1. How to file a Dispute. To file a Dispute, follow these  steps: 
  2. Abusive business practices, security issues, or  other non-transaction related disputes. If you  have a complaint about a Platform relating to  abusive business practices, security issues,  handling of your User Data, or related issues,  email us at legal@synapasefi.com with the  following information: 
  3. The email associated with your account; 
  4. The name of the website, phone application,  

and Platform relating to such Dispute; 

  1. The details of your Dispute with the  

Platform, including any steps already taken  

to resolve the issue, and copies of  

supporting documentation (e.g. email  

correspondence, related agreements and  

promises or affirmations, etc.); and

  1. How these issues have negatively affected  

you. 

  1. Transaction related disputes or unauthorized  activity. Within 45 days of the original disputed  transaction or immediately if the Dispute relates  to unauthorized activity, email us at 

help@synapasefi.com with the following  information: 

  1. The email associated with your account and  

names of both parties, if available; 

  1. The name of the website, phone application,  

and Platform relating to such Dispute; 

  1. The transaction ID number; 
  2. The amount of the transaction; and 
  3. The details of the unauthorized activity or  

your disagreement with the recipient,  

including any steps already taken to resolve  

the issue, and copies of supporting  

documentation (e.g. when you first noticed  

such unauthorized activity, email  

correspondence, receipts, shipping  

confirmations, etc.). 

Provide any additional information or documentation that we  may request. Once Synapse has decided the outcome of the  Dispute, the parties will be notified of the decision. You  are required to comply with the decision and complete any  actions required by such decision. 

All disputes relating to an Account shall be governed by the  specific Account agreement and this section shall not apply. 

  1. Your liability and actions against you. 
  2. Your liability. 

You are responsible for all Reversal Liability, claims, fees,  fines, penalties, and other liabilities incurred by Synapse, Bank,  other Synapse users, a Platform, or third parties arising from your  breach of these Terms of Service or your use of the our services.  You agree to reimburse Synapse, Bank, other Synapse users,  Platforms, or third parties for any and all such liability. 

  1. Actions we may take. 

If we determine, in our sole discretion, that you may have breached  these Terms of Service, that you or your account activity presents  risk or security concerns, or if we are unable to verify your  identity, we may take actions to protect Synapse, Bank, Platforms,  our users, or other third parties from Reversal Liability, claims,  fines, penalties, and any other liability. These actions may  include, but are not limited to, the following:

  1. Suspending your access to your Account or other  Synapse related services; 
  2. Suspending your access to your funds held in your  Account, or otherwise held with Bank or Platform  

for your benefit for up to 90 days; 

iii. Taking action as set out in the “Reversals”  

Section to recover amounts that you owe; 

  1. Closing your Account held by Bank or Platform for  your benefit; 
  2. Contacting Platforms, our users or third parties  who have purchased goods or services from you,  

contacting the financial institution associated  

with your Bank Account(s), and/or warning other  

Synapse users, law enforcement, or other impacted  

third parties of your actions; 

  1. Refusing to provide our services to you in the  future; and 

vii. Taking legal action against you. 

  1. Notice of limit or suspension. We will provide you with  notice if we take any of the above actions against your  Account or other accounts held by Bank or Platform for  your benefit. If we limit or suspend such accounts, we  will provide you with notice of our action. 
  2. Your privacy + our Privacy Policy. 

Synapse takes your privacy seriously. To learn more about what  information we may collect, how we use your information, and how  we share your information with Platform or to open your Account,  please review our Privacy Policy found at  https://synapsefi.com/privacy

  1. Synapse services are in America. 

Synapse’s services are based in the United States of America. We  make no claims whether these services can be appropriately used  outside of the United States. If you access our services from  outside of the United States, you do so at your own risk. You are  solely responsible for ensuring compliance with local laws. 

  1. Synapse can terminate these Terms of Service at  will. 

We reserve the right, at our sole discretion, to restrict, suspend,  or terminate these Terms of Service and your access to all or any  part of our services, at any time and for any reason without prior  notice or liability. We reserve the right to change, suspend, or  discontinue all or any part of our services at any time without  prior notice or liability. 

  1. Terminating your agreement with Synapse. 

If you wish to terminate your use of the services and the Terms of  Service, email us at legal@synapasefi.com. However, if you  terminate the Terms of Service with Synapse, this will result in

your Account Agreement being terminated and may impair your ability  to use Platform’s services. You accept sole responsibility and any  liabilities resulting from an impairment of Platform’s services or  termination of your agreements with Platform, to the fullest extent  permitted by law. 

  1. Terminating your agreement with Platform or your  Account. 

If you wish to terminate your agreement with Platform or your  Account, you must notify the parties of such agreements in  accordance with such agreements. 

  1. Notice + electronic communication. 

To the fullest extent permitted by law, these Terms of Service,  notices and other communications (collectively, “communications”)  from Synapse to you regarding these Terms of Service may be provided  to you electronically via Synapse, Bank, or Platform (on behalf of  Synapse), and you consent and agree to receive those communications  in an electronic form. Electronic communications may be posted on  the page you are on now and the pages within the Platform’s website  or application, pages within the Synapse website  (https://synapasefi.com/) or applications, and/or delivered by  Synapse, Bank, or the Platform (on behalf of Synapse) to your email  address(es) provided to Platform and us. 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 dissemination, 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. 

Your consent to receive communications electronically is valid  until you revoke your consent by notifying us of your decision to  do so. If you revoke your consent to receive communications  electronically, Synapse may terminate your right to use the  services under these Terms of Service and, as a result your  ability to use the Bank or Platform services, and you accept sole  liability for resulting from an involuntary termination of the  Bank’s or Platform’s services, to the extent permitted by law. 

You may give notice to Synapse by emailing Synapse at  legal@synapasefi.com

“Business Day” for the purpose of these Terms of Service means  every day is a business day except Saturdays, Sundays, and federal  and state holidays. 

  1. Modifications.

Synapse may revise these terms of these Terms of Service at any  time without notice. By using the Platform’s or Bank’s services,  Synapse services or website, you are agreeing to be bound by the  then current version of these Terms of Service and any amendments  to the Terms of Service upon your continued use of our services. 

  1. IMPORTANT LEGAL PROVISIONS (READ: “THIS IS THE  LAWYER STUFF”). 

PARTS OF THIS SECTION IS IN ALL CAPS TO ENSURE YOU TAKE THE TIME  TO READ IT AS IT AFFECTS THE SERVICIES OFFERED TO YOU AND YOUR  RIGHTS. 

  1. NO WARRANTIES. 

THE SERVICES UNDER THE TERMS OF SERVICE, SYNAPSE’S WEBSITE AND ITS  CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT  ANY WARRANTIES OF ANY KIND. WE DISCLAIM ALL WARRANTIES, INCLUDING,  BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NON 

INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR  PURPOSE. 

THE SYNAPSE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”,  WITHOUT ANY REPRESENTATION OF WARRANTY, WHETHER EXPRESS, IMPLIED,  OR STATUTORY. USE OF THE SYNAPSE SERVICES IS AT YOUR OWN RISK.  SYNAPSE, BANKS, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS,  AGENTS, EMPLOYEES, AND SUPPLIERS, SPECIFICALLY DISCLAIM ANY IMPLIED  WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,  AND NON-INFRINGEMENT. NEITHER SYNAPSE NOR BANK HAVE CONTROL OF, OR  LIABILITY FOR, ANY PRODUCTS OR SERVICES OFFERED BY PLATFORMS OR  THAT ARE PAID FOR USING OUR SERVICES AND CANNOT ENSURE THAT ANY  PLATOFORM OR OTHER THIRD PARTY YOU TRANSACT WITH WILL COMPLETE THE  TRANSACTION. NEITHER SYNAPSE NOR BANK REPRESENT OR WARRANT THAT  OUR 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 SERVICES WILL CREATE  ANY WARRANTY NOT EXPRESSLY STATED HEREIN. NEITHER SYNAPSE NOR BANK  SHALL BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS OR SYSTEM  FAILURES THAT MAY AFFECT THE PROCESSING, COMPLETION, OR SETTLEMENT  OF OUR SERVICE TRANSACTIONS. THIS DISCLAIMER OF WARRANTY SECTION  SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE  JURISDICTION 

SYNAPSE MAKES NO REPRESENTATIONS OR WARRANTIES RELATING TO YOUR  FUNDS OR ACCOUNT BALANCES INCLUDING FEDERAL DEPOSIT INSURANCE  CORPORATION (“FDIC”) INSURANCE COVERAGE OR SECURITIES INVESTOR  PROTECTION CORPORATION (“SPIC”) INSURANCE COVERAGE. SUCH  REPRESENTATIONS AND WARRANTIES MAY BE FOUND IN THE SPECIFIC  ACCOUNT AGREEMENT OR AGREEMENT WITH YOUR PLATFORM. UNLESS  NOTIFIED OTHERWISE BY SUCH AGREEMENTS, YOUR ACCOUNT BALANCES MAY  LOSE VALUE IN THE EVENT BANK OR BROKER DEALER ENTERS A  RECEIVERSHIP.

  1. Force majeure. 

You understand and agree we will not be held responsible for any  losses or damages resulting from suspension of service due to  extraordinary events or circumstances beyond our control. In such  an event, Synapse or Bank may suspend the services and access to  your Account held by Bank or Platform for your benefit. 

  1. LIMITATION OF LIABLITY. 

IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES WHATSOEVER  (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL  DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR  BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE  SYNAPSE’S, BANK’S, PLATFORM’S SERVICES OR WEBSITES OR PHONE  APPLICATIONS OR CONTENT THEREIN WHETHER BASED ON WARRANTY,  CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY,  EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR  LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES,  SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST  EXTENT PERMITTED BY LAW. 

  1. Indemnification. 

You agree to defend, indemnify and hold harmless Synapse and  their respective officers, directors, employees, agents and  suppliers (collectively “Disclaiming Entities”) from and against  any third party claim, suit, demand, loss, liability, damage,  action, proceeding or suits and related liabilities, damages,  settlements, penalties, fines, costs or expenses (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 actions and omissions in connection  with your accounts or our services; (iii) our actions and  omissions, provided that they are taken/omitted in accordance  with this Terms of Service or your instructions; or (iv) your  violation of any laws and regulations; or (v) your negligent or  reckless act or omission or willful misconduct of your employees,  contractors, or agents. This provision shall survive the  termination of these Terms of Service. 

  1. Binding Arbitration. 

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 arbitrators may be entered in any

court having jurisdiction thereof. In any arbitration arising out  of or related to the Terms of Service, the arbitrators 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, CA, except to  the extent, the arbitration involves Bank and/or your Account, or  a third party service provider of Synapse as party to the  dispute, then Synapse may in its sole discretion move the place  of arbitration to the location of such arbitration proceedings to  which you have previously agreed to in such agreements (See, your  specific Account Agreement Arbitration sections for more  information of place of arbitration). 

ARBITRATION WITH RESPECT TO A CLAIM IS BINDING AND NEITHER PARTY  WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM THROUGH A COURT. IN  ARBITRATION THE PARTIES WILL NOT HAVE THE SAME RIGHTS THAT 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 JUDICIAL RIGHTS ARE  WAIVED WITH RESPECT TO CLAIMS THAT THE PARTIES ELECT TO ARBITRATE. 

All claims, findings, and settlements under this “Binding  Arbitration” shall be confidential information of Synapse. You  shall not disclose or reveal to employees, agents, Platform, or  other third parties unless such information is already publicly  available. Due to the unique nature of the confidential  information, monetary damages may be inadequate to compensate us  for your violation or threatened violation may cause irreparable

injury to us and, in addition to any other remedies that may be  available, in law, in equity or otherwise, we shall be entitled  to seek injunctive relief against the threatened breach of  confidentiality or the continuation of any such breach by you. 

  1. Other legal terms. 

The Terms of Service are governed by the laws of the State of  California. You agree to submit to the exclusive personal  jurisdiction of the state and federal courts in the State of  California except as detailed in the “Binding Arbitration” Section.  If any provision of these Terms of Service is found to be invalid  by a competent court, the invalidity of such provisions shall not  affect the validity of the remaining provisions. Likewise, if we  choose to terminate any provision in accordance with the  termination provision, that termination shall not affect the  termination of other provisions. 

If we fail to act on, or enforce, any provision in the Terms of  Service, this shall not be construed as a waiver of that, or any  other, provision. We will only grant waivers to specific  provisions, for specific instances, in writing. The Terms of  Service constitute the entire agreement between you and us with  respect to this website and supersedes all previous or  contemporaneous agreements. The section headings are merely  provided for convenience and shall not be given any legal import.  You may not assign your rights and obligations under these Terms  of Service. The Terms of Service will inure to the benefit of our  successors, assignees, licensees and sublicensees.