PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING ANY ADDITIONAL GUIDELINES INCORPORATED HEREIN (INCLUDING THE ADVANCE PRIVACY POLICY). IF AT ANY TIME YOU DO NOT AGREE WITH THIS AGREEMENT OR ITS TERMS, YOU MUST NOT USE THE SERVICES.

Definitions and General Statements
This Terms of Service Agreement ("Agreement"), together with any Order Form or similar agreement or instrument that incorporates this Agreement by reference, is a legal contract between you ("User," "you," "your," or Customer) and Flexx Inc., a Delaware corporation doing business as Advance, and its subsidiaries, affiliates, agents, and assigns ("Advance," "we," "us," or "our"). This Agreement describes the payment and other services we offer, including our policies and procedures, and sets forth your rights and obligations as a user of our services.
Subject to the Agreement, and only if Advance has approved Customer for an Advance Account, we grant you the right to access and use those Services made available through your Advance Account. As our products and business evolve, we may update the Services and will use commercially reasonable efforts to notify you in advance if an update will result in a material reduction to the capabilities of Services on which you rely. Services may be delivered or supported by specific Advance affiliates, third-party service providers and Partner Institutions, and may require your or a Company Affiliate's agreement to Supplemental Terms.

To access and/or use the Platform, you acknowledge and agree to all of the terms and conditions set forth in this Agreement, which includes the Advance Privacy Policy. You must be at least 18 years of age, capable of forming a binding contract with Advance, reside in the United States at the address you have provided, and not be prohibited from using the Platform or the Services under the laws of the United States or any other jurisdiction.

1. Advance Services
1.1 Description of Services. Advance provides a financial technology platform and related services ("Services") designed to enable insurance industry participants in the United States — including agents ("Agents") and Managing General Agents ("MGAs") — to manage the fiduciary, trust or other accounts they maintain for the receipt of policy premium payments ("Payments") from insureds ("Policyholders") and the disbursement of amounts due for premiums and commissions to relevant insurers and Agents or MGAs ("Disbursements").
1.2 Legal Ownership of Funds. The Services provide Customers the ability to access and manage one or more accounts (each, an "Advance Account") established by Advance with one or more insured depository institutions (each, a "Partner Institution"). Your Funds will be held by the Partner Institution as a fiduciary custodian in an omnibus deposit account for the benefit of you and other Advance Account holders ("Custodial Account"). You are not a customer of our Partner Institutions. The Custodial Account will be in the Partner Institution's name and tax identification number, and your Funds may be intermingled with those of other Advance customers.
1.3 Advance as Your Agent. You hereby appoint Advance as your duly appointed agent to provide payment information and instructions regarding Payments, Disbursements and Accounts to the Partner Institutions. You agree to provide Advance with all authorizations necessary to provide the Services.
1.4 Eligibility Requirements. To receive access to the Services, you must submit an application for an Account. You must be an insurance industry participant, licensed in good standing where required, that collects or maintains insurance policy premium payments from Policyholders; operate a business entity domiciled in one of the fifty U.S. states; not be prohibited by law from using the Services; and have and connect a valid business checking account as designated by Advance.
1.5 Identity Verification. You may be required to provide documentary information to verify Company Data and Personal Data. We provide this data to Partner Institutions and third-party service providers to determine your eligibility for Services. We may approve, deny, or grant provisional access to Services while your application is pending review.
1.6 Authorized Representatives. You agree that only you and your authorized representatives will access and use the Services. You are responsible for ensuring all authorized representatives agree to abide by this Agreement, and you remain fully responsible for any acts or omissions by such representatives.
1.7 Unauthorized Access. You are solely responsible for protecting the confidentiality of credentials associated with your User Login. You are fully responsible for all activities that occur through all User Logins associated with you. In the event of unauthorized access or use, you must promptly notify us in writing and make reasonable efforts to eliminate the breach.
1.8 Unauthorized Use. You agree to use the Services only for lawful business purposes and in compliance with all applicable laws, regulations, and payment network rules, including OFAC sanctions laws and NACHA rules. You may not use the Services to violate any law, transmit viruses or harmful software, send unsolicited advertising, impersonate Advance or a Partner Institution, reverse engineer the Services, or engage in unauthorized access or scraping.
1.9 Taxes, Penalties, and Repayment. You are responsible for all taxes, fees, fines, penalties, or other liabilities arising out of your use of the Services or breach of this Agreement. If you owe funds to Advance, we reserve the right to collect such funds through any of your Funding Methods or through other lawful means.
1.10 Advance Affiliation. Advance is not a party to any contract between you and your Policyholders or Payees. We are not responsible for the products, services, or actions of any Payee. The use of the Services does not create a tri-party agreement between Advance, you, and any Payee.
1.11 Pricing. Balance incentives, account fees, ACH/wire fees, card processing fees, and other charges are set forth in the applicable fee schedule, which may be updated from time to time with notice.

2. Term and Termination
2.1 Term. The Agreement is effective when you submit an application for an Advance Account or execute an Order Form and continues until terminated by either you or us, or in accordance with the Order Form or as otherwise set forth in the Agreement.
2.2 Termination. You may terminate the Agreement by providing sixty (60) days' notice to us. Advance may terminate the Agreement without cause at any time by providing thirty (30) days' notice. Upon termination, all User Logins will immediately be deactivated. Sections 1.2, 1.3, 1.8, 1.9, 1.10, 2, 3, 4, 8, 9, 10, 11, 12, 13, and 14 of this Agreement and any other provisions giving rise to continued obligations of the parties will survive termination.

3. Data
3.1 Customer Provided Data. You acknowledge and agree that you, and not Advance, are entirely responsible for your Data — including ensuring its accuracy, completeness, and integrity — and for giving all required notices and obtaining all necessary consents before submitting Data to us or the Partner Institutions.
You represent and warrant that you have all necessary rights and licenses to provide your Data to us, and that your submission of Data will not violate this Agreement or any applicable laws, including intellectual property laws and privacy or data protection laws.
3.1.1 Your Data. Advance and Partner Institutions collect, process and share your Data through your use of the Services for identity verification, transaction analysis, fraud and loss prevention, and reporting; to provide, maintain and improve the Services; as required by law or Partner Institution rules; and to enforce and protect our rights.
3.1.2 Data Related to Policyholders and Payees. You represent and warrant that you have received all authorizations and approvals necessary to provide us with Third Party Data as we may require to process Payments and Disbursements.
3.2 Consent to Share Data. You consent to us sharing any Customer Data for any and all purposes we, or the Partner Institutions, deem necessary to provide the Services.

4. Partner Institutions
4.1 Service Providers. Our Partner Institutions may use various service providers ("Partner Institution Service Providers") for services including compliance support, API provision, and ledger reconciliation. We and the Partner Institutions may share any information you provide with such providers as necessary to maintain or manage the Custodial Accounts.
4.2 Partner Institution Reserved Rights. You agree to comply with Partner Institution requirements and eligibility decisions. Partner Institutions reserve the right, in their sole discretion, to deny or revoke your eligibility to fund, access, or benefit from a Custodial Account. They also reserve the right to perform their own eligibility and identity verification, conduct additional compliance and audit activities, and request any information they deem necessary.
4.3 Your Data. We may change or add Partner Institutions at any time, and you consent to us sharing any Customer Data with any Partner Institution we may have, now or in the future.
4.4 Custodial Accounts and Disclaimers. The Partner Institutions act as fiduciary custodians of the Custodial Account and maintain sole control over it. You have a beneficial ownership interest in your Funds held in the Custodial Account. Advance has no legal or beneficial entitlement to the Custodial Accounts and serves solely as a technology platform service provider and your duly appointed agent. Partner Institutions reserve the right to refuse to act on any Payment or Disbursement in their reasonable discretion.
4.5 Fund Reversals, Recalled Payments, and Overdrafts. You may request Fund Reversals subject to Partner Institution requirements and applicable law. You are liable for all fees, penalties, or charges arising from Fund Reversals, Recalled Payments, and overdrafts. In the event of an overdraft, the Partner Institution is under no obligation to permit it, and you accept full liability for any resulting penalties.
4.6 Customer Rights and Protections. In the event that a Partner Institution takes a Non-Compliant Action, we will investigate. If we believe the action violates the Partner Institution's agreement with us, we will seek reasonable remedies available under that agreement.
4.7 FDIC Part 370. You agree to cooperate fully with us, the Partner Institution, and the FDIC in connection with determining the insured status of funds in the Custodial Account in the event of a Bank Receivership, and to provide all required information in the format specified by the FDIC.

5. Compliance and Audit
5.1 Compliance Management System. To comply with Advance's agreements with Partner Institutions and applicable law, we maintain a compliance management system ("CMS") covering identity verification, anti-money laundering, OFAC sanctions compliance, UDAAP prevention, fraud identification, and Partner Institution audit requirements. You are responsible for providing all information required or requested by the CMS.
5.2 Audits. We may conduct internal audits with at least twenty (20) business days' prior notice, no more than once per calendar year. You also agree to cooperate with external audits, examinations, and information requests from Partner Institutions and governmental agencies or regulatory authorities, which may require access to your books and records.
5.3 Updates. We reserve the right to update compliance and audit requirements from time to time as required by our agreements with Partner Institutions or applicable law.

6. Funding Methods Authorization
THIS SECTION PROVIDES AUTHORIZATION TO AUTOMATICALLY DEBIT LINKED ACCOUNTS OR YOUR ACCOUNT FOR DEPOSITS AND PAYMENTS. PLEASE READ IT THOROUGHLY.
6.1 Supported Funding Methods. Supported Funding Methods for Payments may include ACH debits and supported credit or debit cards. Supported Disbursement Methods may include ACH debits, wire transfer, physical checks, or other supported disbursement channels.
6.2 Funding Method Authorization. You authorize us, Partner Institutions, and their assigns to process Payments by debiting funds from Linked Accounts and Disbursements by debiting funds from your Account. You also authorize us to debit Linked Accounts for verification purposes.
6.3 Funding Method Restrictions. All Funding Methods are subject to their respective terms and conditions.
6.4 Additional ACH Terms. ACH transactions are governed by NACHA rules. As the Originator of ACH transactions, you represent and warrant that you have obtained all necessary authorizations from your Policyholders, Payees, or other customers to debit or credit their accounts. Advance acts as a Third Party Sender. You are solely responsible for the accuracy and validity of ACH transaction information.
6.5 Restricted Transactions. You may not use the Services for adult entertainment, gambling, weapons and firearms, or illegal substances.
6.6 Supported Card Networks. The Services may accept Payments using cards issued on Visa®, MasterCard®, and Discover® networks.
6.7 Funding Method Representations. By adding a Funding Method, you represent and warrant that you have authority to grant the authorizations described herein, that all transactions comply with applicable law, and that you will only use the Services for commercial purposes.

7. Payments and Disbursements
7.1 Necessary Disbursement Data. To initiate a Disbursement, you must specify required information, including Payee details, Funding Method, and Disbursement amount. You are responsible for verifying the accuracy of all provided information. Advance is not liable for consequences arising from inaccurate or incomplete information. For questions, contact info@advancehq.com.
7.2 Payment and Disbursement Authorization. By submitting a Payment or Disbursement, you authorize Advance and its Partner Institutions to act on your instructions, including debiting Linked Accounts and disbursing funds to Payees. If you deny having authorized a Payment or Disbursement that you have in fact authorized, and this causes it to fail or reverse, you shall be in material breach of this Agreement.
7.3 Disbursement Processing. Immediate transactions require successful Funding Method authorization at submission. Future-dated transactions require successful authorization on the specified processing date. If authorization fails, the transaction will not be processed.
7.4 Disbursement Refunds. Advance may initiate refunds if a Disbursement has not yet been received by the Payee. Once the Payee has received or deposited the funds, you must contact the Payee directly for a refund. Advance is not responsible for Payee-imposed fees arising from refunds.

8. Confidential Information
"Confidential Information" means non-public information in any form that is designated as confidential or should reasonably be understood to be confidential due to the nature of the information and circumstances of disclosure. Confidential Information does not include information that becomes publicly available, is independently developed by Recipient, or is rightfully obtained from third parties without a confidentiality obligation.
8.1 Restrictions on Use. Recipient shall hold Discloser's Confidential Information in confidence and shall not disclose it to any third party, other than to employees, contractors, service providers, advisors and affiliates who need to know and are bound by comparable confidentiality restrictions, and as expressly set forth in the Agreement.
8.2 Exceptions. Recipient may disclose Confidential Information as required by applicable law or regulation, pursuant to a court or regulatory order, in connection with a regulatory report or audit, or where requested by a Partner Institution.

9. Proprietary Information
9.1 Advance Intellectual Property. All text, graphics, trademarks, logos, algorithms, features, and computer code available through the Services ("Advance IP") is owned, controlled or licensed by Advance or its Partner Institutions, and is protected by applicable intellectual property laws. No part of the Services may be copied, reproduced, or distributed without our express permission. Advance retains all right, title and interest in and to the Advance IP and Services.
9.2 Trademarks. Advance trademarks, logos, and associated goodwill are the exclusive property of Advance. You may not use, copy, or reproduce any Advance Trademarks without prior written permission. Questions should be directed to help@advancehq.com.
9.3 De-Identified Data. Advance may generate, use, and disclose data derived from your usage that has been de-identified or aggregated ("De-Identified Data") for business purposes, including to develop and improve products and services and to train AI systems for fraud protection, risk management, and analytics.
9.4 Feedback. Any feedback, comments, or suggestions you provide to Advance becomes Advance IP and Confidential Information of Advance upon submission. Advance may use Feedback for any purpose in connection with the Services without restriction or compensation.

10. Limitation of Liability
IN NO EVENT SHALL ADVANCE OR ITS AFFILIATES OR SERVICE PROVIDERS ("ADVANCE PARTIES") BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR USE, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT ADVANCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE ADVANCE PARTIES' AGGREGATE LIABILITY EXCEED THE AMOUNT YOU PAID ADVANCE IN THE SIX (6) MONTHS PRECEDING THE CLAIM.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for certain damages. In such jurisdictions, the liabilities of the Advance Parties shall be limited to the fullest extent permitted by law.

11. Indemnification
You agree to indemnify, defend and hold harmless Advance, Partner Institutions and third-party service providers (including each entity's affiliates, directors, employees, contractors and agents) from and against any losses, liabilities, damages, claims, costs or expenses (including reasonable attorneys' fees) arising out of or relating to: (i) your actual or alleged breach of any legal obligation owed to Advance or others; (ii) amounts owed by you to third parties; (iii) acts or omissions of you or your authorized representatives in connection with use of the Services; and (iv) disputes over Payments or Disbursements between you and Payees.

12. Disclaimer of Warranties
THE SERVICES ARE PROVIDED TO YOU "AS IS" AND "AS AVAILABLE." NOT ALL SERVICES MAY BE AVAILABLE OR OFFERED TO YOU. WE DISCLAIM ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES. Third-party services are not provided, controlled, recommended or endorsed by us. We disclaim all liability arising from failures or losses caused by or relating to third-party services. We do not guarantee that the Services will be accurate and error-free, will meet your specific needs, will be available at all times, or will be free from hacking, viruses, or malicious code.
13. Arbitration and Waiver of Class Actions
13.1 Binding Arbitration. All claims arising in connection with this Agreement shall be resolved by final and binding arbitration rather than in court. There is no judge or jury in arbitration, and court review of an arbitration award is limited.
13.2 Arbitration Procedure. Arbitration shall be conducted by the American Arbitration Association ("AAA") under its then-applicable Commercial Arbitration Rules or Consumer Arbitration Rules, in the English language by a single independent and neutral arbitrator. Hearings shall be conducted in Delaware, or another reasonably convenient location as determined by the arbitrator. The decision of the arbitrator shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.
13.3 Class Action Waiver. All claims shall be resolved only on an individual basis and not in a class, consolidated or representative action. We each waive any right to a jury trial. You submit to the personal jurisdiction and venue of courts of competent jurisdiction in Delaware.
13.4 Injunctive Relief. Either party may seek injunctive relief and equitable remedies from any court of competent jurisdiction, whether in aid of, pending, or independently of any arbitration proceeding.
13.5 Effect of Changes. Any material change to this Section 13 shall not apply to any claim for which you provided written notice to us before the implementation of the change.

14. Miscellaneous
14.1 Complete Agreement. This Agreement constitutes the entire agreement between you and Advance regarding the Services. If any provision is held invalid or unenforceable, the remaining provisions will remain in full force and effect.
14.2 Force Majeure. Advance is not liable for any delays or failures caused by events beyond our reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or internet outages.
14.3 Assignment. You may not assign any rights or obligations under this Agreement without Advance's prior written consent. Advance may assign this Agreement at any time without notice.
14.4 No Waiver. Advance's failure to enforce any provision does not waive our right to enforce it later.
14.5 Amendments. Advance may amend this Agreement at any time by posting updated terms on our website and will endeavor to provide notice of material changes. Continued use of the Services after any amendments constitutes acceptance of the updated Agreement.
14.6 Governing Law. Except for the arbitration clause governed by the AAA, this Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles.
14.7 Termination. Advance may suspend or terminate your use of the Services at any time. You remain responsible for obligations incurred prior to termination, including outstanding Disbursements and fees.
14.8 Notice. Any notice you send to us must be sent to help@advancehq.com.
By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement and all documents incorporated herein by reference. If you do not agree, you must discontinue use of the Services immediately.