This AFT US Capital LLC (“Aspire Capital”) Terms of Service Agreement (“Agreement”) governs your access and use of Aspire Capital’s Treasury Services, as described below, by establishing a legal agreement between Aspire Capital (“Aspire Capital”, “us”, “our” or “we”) and you (“you”, “your” or “Customer”). In this Agreement, the Customer and Aspire Capital are individually referred to as a “Party” and collectively as the “Parties”.

You should download a copy of this Agreement and keep it for future reference, or you can ask us for a copy at any time. You can always see the most current version of this Agreement on our website. Capitalized terms not defined herein shall have the same meaning as set forth in the Aspire Terms of Service, that apply to your use of the Aspire Platform and this Agreement further supplements any other terms you have previously agreed to on the Aspire Platform.

This Agreement may be modified by Aspire Capital at any time by updating and posting a new version on the website or by otherwise notifying you of the revised Agreement. By using the Treasury Services, you agree to be bound by the terms and conditions of the version of this Agreement that is in force during such use. Note that any other terms you have agreed to on the Aspire Platform remain in effect.

1. Treasury SERVICES

Through Aspire Capital’s applicable third party partners, you may be offered non-discretionary investment advisory services that are delivered to you through an automated and interactive mobile or web-based investment management system on Aspire’s Platform, (“Treasury Services” or “Services”). The services included in Treasury Services are the management of portfolio allocations and certain advisory functions with respect to the portfolios.

1.1 Eligibility. In order to access Treasury Services, you must

(i) be incorporated as a business in the United States; and
(ii) have an Aspire DDA Account in good standing.

1.2 Investing Account. To use Aspire Capital’s Treasury Services, you must register and create an investing account on the Aspire Platform (“Treasury Account”). Additional diligence will be conducted at account opening and you will be required to agree to additional terms provided by our third-party partner (“Treasury Partner”), who will act as an independent custodian and clearing and execution broker. When you open your Treasury Account, in addition to this Agreement, you must also consent and agree to Aspire Capital’s Advisory Agreement and Privacy Policy, along with our Form ADV Part 2A.

2. ELECTRONIC RECORDS AND CONSENT

2.1 Aspire shall be entitled (but not obligated), at its sole discretion, to rely and act on any Electronic Instruction, communication or request which Aspire in its sole opinion believes originates from you (whether orally or in writing (including by email) and whether in person or over the telephone, by facsimile, via the Platform or other means of telecommunication and whether genuine or with or without your consent or authority), and any action taken by Aspire pursuant thereto shall bind you.

Any Electronic Instruction, notice, certificate, report or document called for by or provided to Aspire (whether or not addressed to the Aspire) in accordance with or for the purpose of this Agreement may be relied upon by Aspire as sufficient evidence of the facts therein and shall, in the absence of manifest error, be conclusive and binding on the Customer, and Aspire shall not be responsible for any loss occasioned by acting or refraining from acting in reliance on any such Electronic Instruction, notice, certificate, report or document.

When you ask us to transfer funds, it is your responsibility to make sure that you give us complete, clear and accurate information so we can carry out your request.

Aspire shall not be under any duty to verify the identity of any person communicating purportedly as or on behalf of you.

Aspire may serve any writ of summons, statement of claim, statutory demand, bankruptcy application or other legal process or document in respect of any action or proceedings under this Agreement required by any relevant law, including without limitation, the rules of court or other statutory provisions, to be served on you by personal service, by leaving the same at, and/or sending the same by ordinary post, to the last known address (whether within or outside United States and whether such address is a post office box or is a place of residence or business) as may be provided or disclosed to Aspire or its solicitors. To the fullest extent permitted by law, you agree that such legal process or document is deemed to have been duly served on you even if it is returned undelivered: (a) on the date of delivery, if sent by hand and/or left at the last known address; or (b) on the date immediately following the date of posting, if sent by post. You further agree that service of such legal process is deemed to be good and effective service of such legal process on you and nothing in this Agreement shall affect Aspire's right to serve legal process in any other manner permitted by law.

2.2 By providing your contact information to Aspire in the course of using or expressing interest in our Treasury Services, you are providing express consent to be contacted at the phone number, mailing address, or email address you provided. In connection with the Treasury Services, Aspire may contact you by telephone, email, text, SMS, or postal mail. You further consent to receive Aspire notifications via text or SMS, though you may incur additional charges from your wireless provider for these notices and you will be solely responsible for such charges. We will communicate with you by e-mail or by posting notices on the Platform. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically or posted on the Platform satisfy any legal requirement that such communications be in writing if such requirements are applicable.

3. FEES

3.1 Aspire Capital charges a service fee and fund fee for Treasury Services. You will be provided applicable fee disclosures on the Platform; please read the Advisory Agreement and subsequent fee disclosure terms provided when you open a Treasury Account.

4. PARTNERS

4.1 As mentioned, Treasury Services shall be made available or accessed in connection with services or products provided by a Treasury Partner. Separate terms and conditions as well as privacy policies will apply. We expressly disclaim any responsibility or liability for your use of and the performance of services provided by our Treasury Partner. All disputes arising from your use of Treasury Partner services must be resolved with that Treasury Partner directly, in accordance with their terms, and not Aspire Capital.

5. INTELLECTUAL PROPERTY

5.1 The contents on the Platform associated with Treasury Services may not be reproduced, transmitted, published, performed, broadcast, stored, adapted, distributed, displayed, licensed, altered, hyperlinked, or otherwise used in any manner without Aspire Capital’s prior written consent.

5.2 All trademarks, service marks, logos used on the Platform, patents, rights to inventions, copyright and related rights, trade names and domain names, rights in designs, database rights, rights in computer software, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of (and rights to apply for, renew or extend) (collectively, the “Intellectual Property Rights”), are the property of the Aspire Group and/or the respective third-party proprietors identified on the Platform. No license or right is granted, and access to the Platform and/or use of the Treasury Services should not be construed as granting any license or right to use any Intellectual Property Rights without prior written consent. No trademark, service mark, or logo used on the Platform may be used as a hyperlink or to mark any hyperlink to any Aspire Group member's site or any other site without Aspire Capital’s prior written consent.

5.3 The Customer agrees that Aspire Capital may include the Customer's name, trading name, logo, trade marks and general business information in Aspire Capital’s promotional and marketing materials for the Treasury Services and on its websites, with consent. The Customer may at any time and upon reasonable notice in writing to Aspire Capital request that Aspire Capital ceases to use its name, logo, trade marks and general business information for these purposes.

6. Disclaimer of Warranties

6.1 Aspire Capital does not provide any warranty of any kind with respect to:

a. the Treasury Services, including warranties of accessibility, quality, provision or performance of any goods or services;
b. any content, including warranties of accuracy, adequacy, currency or reliability; and
c. hyperlinks on the Platform to any other websites or content, which are not an endorsement or verification of such websites or content.

6.2 The Treasury Services are provided "as is" and Aspire Capital expressly disclaims all warranties of any kind, whether express, implied, statutory, or otherwise, including without limitation any warranty of merchantability, fitness for a particular purpose, or non-infringement. Aspire Capital does not guarantee that the Treasury Services will operate uninterrupted or error-free, will always be available, contains and/or displays information that is current or up-to-date, or will operate in combination with your hardware, other software, third-party services, or Customer Materials. Although Aspire Capital makes reasonable efforts to ensure the Treasury Services are free of viruses or harmful components, it cannot guarantee this. Aspire Capital also cannot guarantee that the Treasury Services will not incur delays, interruptions, or other errors outside its reasonable, which are inherent in internet and electronic communications.

6.3 Unless indicated otherwise, Aspire Capital does not offer financial advice and the Customer must not treat any information displayed on the Platform as financial advice.

6.4 Any claims against or disputes that you may have with a Treasury Partner are to be settled between you and them. You agree that you will not claim against us or any member of the Aspire Group in this respect.

7. TERM AND TERMINATION

7.1 This Agreement is effective when you start using our Treasury Services and continues until terminated by either you or us, or in accordance with the Treasury Partner agreements or as otherwise set forth in this Agreement (the “Term”). You may terminate this Agreement by providing notice to us; except that you will still be responsible for any charges, fees, fines, and other losses caused by your action or inaction prior to terminating this Agreement.

7.2 Aspire Capital’s rights to terminate or suspend the Treasury Services. Aspire Capital shall have the right to restrict, freeze or suspend the Customer’s use of or access to the Treasury Account and the Platform or terminate all or any part of this Agreement and any of the Treasury Services with immediate effect without prior notice and without giving any reason if:

a. the Customer is in breach of Applicable Law or this Agreement;

b. the Customer has, or is reasonably suspected by us to have, breached this Agreement or breached the Acceptable Use Policy (which you agreed to when you registered on the Platform);

c. the Customer has given Aspire Capital false or inaccurate information, or Aspire Capital has been unable to verify any information the Customer has provided; d. the Customer notifies Aspire Capital of, or Aspire Capital suspects or identifies, any suspected or actual unauthorized transactions;

e. where we have reason to believe that the Customer is engaged in fraud, money laundering, terrorist financing or other illicit activity, or we find out about a continuing or potential dispute or any allegation of fraud or wrongdoing in the Customer’s organisation or the Customer’s management team or between the Customer’s directors, shareholders, Authorized signatories or the Customer’s partners;

f. where we have reason to believe that the Customer may cause us to breach our internal risk appetite policy;

g. where a licensed partner of ours, including our Treasury Partner, requests that we terminate Treasury Services/restrict the use of the Customer’s Treasury Account;

h. we receive Instructions from the Customer’s representatives or any of the Customer’s directors or partners (whether or not the director or partner is an Authorized User) which contradict the Customer’s Electronic Instructions;

i. we are required to comply with Applicable Law, or any Applicable Law which we, or any Affiliate have to comply with makes it illegal to maintain or allow you to continue to use or access your Treasury Account or the Platform.

j. we receive a lawful notification and request to do so from law enforcement, regulators, governmental bodies, or financial partners of members of the Aspire Group;

k. the Customer becomes subject to an Insolvency Event; and/or

l. a Force Majeure Event occurs that prevents you from performing any of your obligations under this Agreement for a period exceeding one (1) month.

Where we are allowed under Applicable Law, we will tell you we have terminated, frozen, suspended or restricted your Treasury Account as soon as we can. We will not be liable for any loss, damage, expense, cost, claim or proceeding, whether direct, indirect or consequential, which you or any other person may suffer or face due to us exercising any of our rights herein.

When your Treasury Account is terminated or suspended, we may at our discretion end all Treasury Services.

Upon the termination of your Treasury Account, any accrued liabilities and all obligations under this Agreement shall remain in full force and effect.

8. CUSTOMER REPRESENTATION AND WARRANTIES

8.1 You represent and warrant that:

a. you are a company duly incorporated under the laws of its place of its formation in the United States;

b. you have the full capacity, power and authority to enter into and perform your obligations under this Agreement;

c. you have obtained all necessary consents, approvals, and authorisations to enter into and perform your obligations under this Agreement;

d. your entry into and performance of obligations do not:

conflict with or result in the breach of or default under any provisions of your articles of incorporation or association, by-laws or any other constituent documents; and/or
conflict with or result in the breach of any Applicable Law or other restrictions or obligations that your business is subject to;

e. all information provided by you to Aspire Capital is accurate, complete, and up-to-date;

f. you will use the Treasury Services only for lawful purposes, for business purposes, and in compliance with this Agreement and Applicable Law in connection with your use of the Treasury Services;

g. you are not currently and have never been subject to any sanctions, investigations, or enforcement actions by any governmental or regulatory authority; and

h. you are not engaged in any fraudulent or unlawful activities and your use of the Treasury Services will not contravene any Applicable Law.

9. INDEMNIFICATION

9.1 You agree to indemnify, defend, and hold harmless Aspire Capital and its Affiliates, officers, directors, employees, agents, representatives, and Treasury Partner from and against any and all claims, liabilities, damages, losses, expenses, and costs (including reasonable legal fees) arising out of or in connection with:

a. your breach of this Agreement;

b. any misrepresentation or breach of any representation or warranty made by you in this Agreement;

c. your violation of, or failure to comply with any Applicable Law;

d. your violation of, or failure to comply with the Acceptable Use Policy;

e. your use or misuse of the Treasury Services and the Platform, including any third-party claims made in connection with your actions or omissions;

f. a third party alleging that Aspire Capital’s use of the Customer Materials as permitted by this Agreement infringes any Intellectual Property Rights;

g. Aspire acting on any of your or any of your Authorized User’s instructions or which Aspire reasonably believe to have been made by you or your Authorized User; and

h. any content or data provided by you, including any claims that such content or data infringes the rights of any third party.

This indemnity shall survive the termination or expiration of this Agreement. 10. FORCE MAJEURE

10.1 Aspire Capital and members of the Aspire Group shall not be liable for any failure to perform, or delay in performance of, any of our obligations under this Agreement that is caused by events outside our reasonable control ("Force Majeure Event"). A Force Majeure Event includes any act, event, non-happening, omission, or accident beyond our reasonable control and includes, in particular (without limitation), the following:

a. Strikes, lock-outs, or other industrial action.

b. Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war.

c. Fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic, or other natural disaster.

d. Impossibility of the use of railways, shipping, aircraft, motor transport, or other means of public or private transport.

e. Impossibility of the use of public or private telecommunications networks. f. Terrorist attack, nuclear, chemical or biological contamination, or extreme abnormal weather conditions.

g. Interruption or failure of a utility service including the internet, electric power, gas or water.

h. The acts, decrees, legislation, regulations, or restrictions of any government. i. The imposition of a sanction, embargo or breaking off of diplomatic relations, or any change in Applicable Law.

j. Any other event that is outside of our reasonable control that materially affects our ability to perform any obligations under this Agreement..

Our performance under this Agreement is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavors to bring the Force Majeure Event to a close or to find a solution by which our obligations under this Agreement may be performed despite the Force Majeure Event.

11. LIMITATION OF LIABILITY

11.1 You acknowledge and agree that Aspire will not be liable to you, any of your Authorized Users or any third party for any inconvenience, loss, damage, claim, cost or expense or embarrassment or injury incurred or suffered in connection with any of the following:

Any act, omissions or delay of any Affiliate or any other third party.
Any refusal or delay by any Affiliate or any other third party to authorize, process, facilitate or approve any transaction, funds transfer or reversal you wish to effect in connection with Treasury Services.
If you are deprived of the use of any goods, services, machinery, equipment, products and/or systems (whether electronic, telecommunicative or otherwise) as a consequence of any action, omission or delay by any Affiliate or any other third party.
The Platform, Aspire DDA Account or any Treasury Services not being available due to system or server maintenance or failure, the breakdown/non-availability of any network, any computer virus or malicious code, or any transmission interruption or failure.
The non-delivery, delayed delivery, misdirected delivery or the non-receipt of any Treasury Services.
Any damage to or loss of or inability to retrieve any data or information that may be stored in any microchip or circuit howsoever caused or any failure in the performance or function or breakdown or disruption of any of the Aspire's computers (whether hardware or software), machinery, equipment, products and/or systems (whether electronic, telecommunicative or otherwise) maintained by, used for, by Aspire or in connection with Aspire's business or otherwise whatsoever, including but not limited to the failure or inability of such computers, machinery, equipment, products and systems or any one or more of them to accept, recognise, store, process and/or transmit dates or data with respect to dates.
Any non-processing or delay in processing of Electronic Instructions by us or by any Provider through whom your Electronic Instructions are transacted.
Any transaction or Electronic Instruction initiated by you or your Authorized User being declined by any bank, financial institution, payment intermediary or other service provider.
Inaccurate or incomplete content, reliance on or use of the information provided on any channel and medium for any purpose.
Any disclosure of any information which you have consented to us collecting, using or disclosing or where such collection, use or disclosure is allowed under Applicable Laws. k. Any unAuthorized and/or unlawful access to our machines, data processing system or transmission link.
Any act of force majeure such as acts of God, war or warlike hostilities, civil commotions, riots, blockades, embargoes, sabotage, strikes, lock-outs, fire, flood, shortage of material or labour, power failures, delay in deliveries from sub-contractors.
You failing to comply with this Agreement or in any way being involved in fraud, forgery or other unauthorized use of your Treasury Account.
Any event outside our control.

Aspire and members of the Aspire Group shall not be liable to you or any third party for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, or any loss of data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Treasury Services or the Platform; (ii) any conduct or content of any third party on the Treasury Services or the Platform; (iii) any content obtained from the Treasury Services or the Platform; and (iv) any unauthorized access, use, or alteration of your transmissions or content, in each case howsoever caused or arising and whether arising directly or indirectly and whether or not foreseeable, even if Aspire is actually aware of or has been advised of the likelihood of such loss or damage.

In no event shall Aspire's aggregate liability for all claims relating to the Treasury Services exceed the service fees you paid Aspire, if any, for accessing or using the Treasury Services during the 12 (twelve) month period immediately preceding the date on which the claim arose.

Nothing in this Agreement shall limit or exclude Aspire's liability for gross negligence, willful misconduct, or any other liability that cannot be excluded or limited under Applicable Law.

The provisions of this Section 14 shall survive the termination or expiry of this Agreement. 12. MISCELLANEOUS

12.1 Assignment. You and your Authorized Users are not permitted to assign, transfer, charge or subcontract any of your rights and obligations, whether in whole or in part, to any

party without prior written consent from Aspire. This Agreement may be assigned by Aspire or Aspire Group without restriction.

12.2 Severability. The illegality, invalidity, or unenforceability of any provision of this Agreement under the law of any jurisdiction does not affect its legality, validity, or enforceability under the law of any other jurisdiction. Should any provision in this Agreement be deemed invalid, unlawful, or unenforceable under any Applicable Law, the remaining provisions shall remain in full force and effect and shall not be affected or impaired in any way.

12.3 No Waiver. No failure or delay by Aspire or any member of the Aspire Group in exercising any right or remedy under this Agreement will operate as a waiver of that right or remedy, nor will any single or partial exercise of any right or remedy preclude any other or further exercise of that right or remedy or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

12.4 No Partnership or Joint Venture. Nothing in this Agreement will be construed as creating an agency, a partnership or joint venture between the Parties, constitute any Party being the agent of the other Party, or authorize any Party to make or enter into any commitments for or on behalf of the other Party. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.

12.5 Lawful Use. Treasury Services may not be (a) used for any purpose that is unlawful or prohibited by this Agreement or any other terms, (b) provided to or used for any transaction involving an individual, organization, country, or jurisdiction that is blocked or sanctioned by the United States, including those identified on any lists maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) or the U.S. Department of State.

12.6 Governing law and Jurisdiction. This Agreement shall be governed by the laws of the State of Delaware without regard to principles of conflict of laws. respect to its conflict of laws principles. Subject to the Binding Arbitration section below, all litigation shall be brought in the state or federal courts located in Delaware.

12.7 Binding Arbitration. For any claim, dispute, or controversy with Aspire (a "Claim"), you agree to first contact us and attempt to resolve the dispute with us informally. In the unlikely event that Aspire has not been able to resolve a dispute it has with you after ninety (90) days, such dispute will be finally and exclusively resolved by binding arbitration. Any election to arbitrate, at any time, shall be final and binding on the other party. NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the Parties, whose decision will be final, except for a limited right of appeal under the FAA. Arbitration will be administered by the American Arbitration Association (“AAA”). The arbitration shall be conducted according to, and the

location of the arbitration shall be determined in accordance with AAA’s Commercial Arbitration Rules.You may review AAA’s rules and procedures by visiting its website at www.adr.org.

12.8 Class Action Waiver. To the fullest extent permitted by law, each Party agrees that any dispute arising out of or in connection with this Agreement will be conducted only on an individual basis and not in a class, consolidated or representative action. Each Party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to the Agreement or any of the transactions contemplated between the Parties.

12.9 Compliance and Notice with Legal Orders. If Aspire receives a court order or other legal process or request, such as a subpoena or garnishment, we may take certain actions in order to comply with applicable legal or regulatory requirements. We may be required to provide information in our possession or control, hold or restrict funds, or suspend or limit your access to your Treasury Account. Aspire reserves the right to decide in our sole discretion, which action is required or appropriate. We are not responsible to you for any losses you incur due to our response to such legal order. When permitted, we may provide you reasonable notice that we have received such an order.

14. DEFINITIONS

In this Agreement:

“AAA” has the meaning given in Section 12.

“Acceptable Use Policy” means the acceptable use policy of the Platform as set out on our website at https://aspireapp.com/tnc/acceptable-use-policy.

“Affiliate” means a legal entity that (a) owns or controls in whole or in part another legal entity, (b) is owned or controlled in whole or in part by one or more other legal entities or natural persons, or (c) is under common ownership or control in whole or in part with another legal entity.

“Aspire DDA Account” means the Customer’s account which they have opened with Aspire through a banking partner.

“Authorized User” means any person authorized by you to use your Aspire DDA Account.

“Applicable Law” means in any jurisdiction in which the Services are to be performed any and all applicable laws, regulations and industry standards or guidance and any applicable and binding judgement of a relevant court of law, including in relation to money service business, payment services, anti-money laundering, consumer and data protection.

“Aspire Group” means Aspire Capital and its related entities, including any subsidiaries, parent and holding company.

“Claim” has the meaning given in Section 12.

“Customer Materials” means any systems, software, materials, data, content, logos, trade marks, trade names, documents and/or other equipment or materials provided by the Customer to Aspire Capital and used by Aspire Capital directly or indirectly in connection with the supply of the Treasury Services.

“Fees” has the meaning given to it in Section 3.

“Force Majeure Event” has the meaning given to it in Section 10.

“Intellectual Property Rights” has the meaning given to it in Section 5.

“Insolvency Event” means any corporate action, legal proceedings, or other procedure or step taken in relation to: (a) suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation; (b) a composition, compromise, assignment or arrangement with any creditor; or (c) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer.

“Platform” means the electronic platform available at https://aspireapp.com/ (or such sub-domain or additional or replacement website(s)) that allows you to use the Services, and includes any mobile or desktop application through which the Platform may be accessed..

“Term” has the meaning given to it in Section 7.

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