FEPA General Contract

Future Earnings Purchase Agreement

Master Terms  —  Version 1.0

These Master Terms, together with the Transaction Disclosure Summary (Schedule A) provided at the time of acceptance, form your complete Future Earnings Purchase Agreement with Slate Financial Technologies Inc. By clicking "Accept" during the offer flow, you agree to be bound by these Master Terms and the corresponding Schedule A.

These Master Terms are available at all times at tryslatehq.com/fepa-master-contract. Your Schedule A is emailed to you immediately following acceptance and contains all deal-specific terms and your Pre-Authorized Debit authorization.

Slate operates exclusively through electronic means and does not have physical branches. All contracting, disbursement, remittance, and communication under this Agreement occur digitally.

PARTIES

Each a "Party" and together the "Parties." This transaction was offered through the Platform Partner identified in Schedule A. Worker acknowledges that: (i) the Platform Partner is not an agent, broker, or lender; (ii) Purchaser alone determined approval, pricing, and terms; (iii) Worker did not rely on any representations by the Platform Partner; and (iv) the Platform Partner bears no liability under this Agreement.

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set out below. Terms defined in Schedule A have those definitions.

1.1  "Agreement"  means these Master Terms together with the Schedule A issued at the time of acceptance, and any amendments signed by both Parties.

1.2  "Business Day"  means any day other than a Saturday, Sunday, or statutory holiday in Canada.

1.3  "Early Access Fee"  means the amount set out in Schedule A, representing Purchaser's compensation for purchasing Future Earnings at a discount and assuming the risk of non-collection. This is not interest on a loan.

1.4  "Effective Date"  means the date on which Worker accepts this Agreement through the Platform's acceptance flow, as recorded in the audit log.

1.5  "Future Earnings"  means any compensation, wages, income, or payments payable to Worker in connection with work performed or to be performed through the Platform Partner.

1.6  "Advance Amount"  means the amount set out in Schedule A, being the amount Purchaser pays to Worker in exchange for the Purchased Amount.

1.7  "Purchased Amount"  means the Total Repayment amount set out in Schedule A, representing the total amount of Worker's Future Earnings sold to Purchaser under this Agreement.

1.8  "Remittance Structure"  means the remittance type, repayment dates, and amounts set out in Schedule A.

1.9  "Direct Remittance Trigger Event"  means: (i) Worker cancels or revokes the PAD authorization under Section 4.2; or (ii) two (2) consecutive PAD debits are returned for any reason.

1.10  "Schedule A"  means the Transaction Disclosure Summary issued to Worker at the time of acceptance, which sets out deal-specific financial terms and PAD authorization details, incorporated by reference into this Agreement.

2. PURCHASE AND SALE

2.1  Sale of Future Earnings

Worker hereby sells, assigns, and transfers to Purchaser, and Purchaser hereby purchases from Worker, the Purchased Amount of Worker's Future Earnings. Purchaser purchases a specified dollar amount of Worker's Future Earnings as and when generated. The purchase attaches to the Future Earnings stream itself, and Purchaser's right to receive remittances arises only from and to the extent of actual Future Earnings. This sale is absolute and irrevocable and constitutes a true sale, not a loan, financing, or secured transaction.

2.2  Risk of Collection

Purchaser assumes the risk that Worker's actual Future Earnings may be insufficient to satisfy the full Purchased Amount. Worker does not guarantee any minimum level of Future Earnings, and a shortfall does not create a debt obligation or deficiency owed by Worker. If this Agreement terminates under Section 3.6 before the full Purchased Amount has been remitted, any remaining unpaid balance shall be forgiven and represents Purchaser's loss on this transaction.

2.3  Advance Amount

In consideration for the sale of the Purchased Amount, Purchaser shall pay Worker the Advance Amount set out in Schedule A. Purchaser shall initiate disbursement within one (1) Business Day of the Effective Date. Actual receipt depends on banking settlement times.

3. REMITTANCE

3.1  Remittance Obligation

Worker shall remit to Purchaser in accordance with the Remittance Structure set out in Schedule A, until Purchaser has received the full Purchased Amount or this Agreement terminates under Section 3.6, whichever occurs first.

3.2  Earnings Decline

A temporary or permanent decline in Worker's Future Earnings does not constitute a breach of this Agreement. Worker has no obligation to work any particular number of hours or generate any minimum level of Future Earnings. Purchaser accepts the risk that Future Earnings may fluctuate or cease entirely.

3.3  True Sale Preserved

This transaction remains a true sale of Future Earnings. Purchaser bears the risk that actual earnings may be insufficient to satisfy the Purchased Amount. Worker's inability to generate sufficient Future Earnings does not create a debt or deficiency owed to Purchaser.

3.4  Allocation of Remittances

All remittances shall be applied: (i) first, to any fees for returned payments due under Section 4.3; and (ii) second, to the outstanding Purchased Amount.

3.5  Early Completion

Worker may remit the remaining balance of the Purchased Amount at any time without penalty.

3.6  Maximum Term and Automatic Termination

(a)  This Agreement shall automatically terminate on the earliest of: (i) receipt by Purchaser of the full Purchased Amount; (ii) twenty-four (24) months from the Effective Date; or (iii) twelve (12) consecutive months during which Worker's Future Earnings are less than fifty dollars ($50.00 CAD) in total.

(b)  Upon termination under Section 3.6(a)(ii) or (iii), any remaining unpaid portion of the Purchased Amount shall be forgiven, and neither Party shall have any further obligations hereunder except as set forth in Section 17 (Survival). Worker should consult a tax professional regarding any potential tax implications of such forgiveness.

(c)  Termination under this Section does not limit Purchaser's remedies for Events of Breach involving fraud or intentional misconduct that occurred prior to termination.

4. PRE-AUTHORIZED DEBIT AUTHORIZATION

4.1  Authorization

Worker authorizes Purchaser and its designated payment processor(s) to debit the bank account identified in Schedule A for: (i) the amounts and on the dates set out in the Remittance Structure in Schedule A, until the Purchased Amount has been fully remitted or this Agreement terminates; and (ii) any fees for returned payments under Section 4.3.

4.2  PAD Terms

This authorization is for Personal PADs as defined by Payments Canada Rule H1. Worker may cancel this authorization by providing written notice at least ten (10) Business Days before the next scheduled debit; however, cancellation does not relieve Worker of the obligation to remit the Purchased Amount. If Worker cancels this PAD authorization, Worker shall remit all amounts due by Interac e-Transfer to [email protected] on or before each scheduled remittance date. Worker retains all rights under Payments Canada rules, including the right to dispute unauthorized debits. For more information: www.payments.ca.

10-DAY PRE-NOTIFICATION WAIVER:  By accepting this Agreement, Worker expressly waives the 10-calendar-day pre-notification period before the first PAD and for all subsequent changes to amount or date, as permitted under Payments Canada Rule H1. The Schedule A delivered at the time of acceptance constitutes PAD confirmation.

4.3  Returned Payment Fees

For each returned payment during the term of this Agreement, Worker shall pay an additional fee of ten dollars ($10.00 CAD) per occurrence. This fee reflects Purchaser's administrative cost of processing a failed debit and is separate from any fee Worker's bank may charge. A returned payment due to temporary insufficient funds does not alone constitute an Event of Breach under Section 7.

4.4  Direct Remittance Authorization

(a)  Authorization.  Worker hereby authorizes and directs the Platform Partner to remit the applicable remittance amount directly to Purchaser from Worker's Future Earnings upon the occurrence of a Direct Remittance Trigger Event. This is a continuing authorization that shall remain in effect until the earlier of: (i) receipt by Purchaser of the full Purchased Amount; or (ii) termination of this Agreement under Section 3.6.

(b)  Mechanics.  Upon a Direct Remittance Trigger Event, Purchaser shall notify the Platform Partner, and the Platform Partner shall deduct the applicable remittance amount from Worker's Future Earnings before disbursing the remainder to Worker. Worker acknowledges that this deduction is authorized and consented to under this Agreement.

(c)  Reinstatement.  If Worker cures the Direct Remittance Trigger Event by reinstating PAD authorization and successfully completing three (3) consecutive PAD debits without return, Purchaser may, in its sole discretion, discontinue direct remittance and resume PAD debits.

(d)  Third-Party Beneficiary.  The Platform Partner is an intended third-party beneficiary of this Section 4.4 and may rely on Worker's authorization hereunder. Worker agrees that the Platform Partner shall have no liability to Worker for acting in accordance with Purchaser's instructions under this Section.

4.5  Payment Service Provider

Purchaser uses ZumRails Inc. as its payment service provider to process PAD transactions on behalf of Purchaser as ultimate beneficiary. The ZumRails name may appear on Worker's bank records.

5. OWNERSHIP AND TRUE SALE

5.1  True Sale

The Parties intend that the transfer of the Purchased Amount constitutes a true sale and absolute assignment of Worker's Future Earnings to Purchaser, not a loan, financing, or secured transaction. The Early Access Fee reflects Purchaser's compensation for purchasing future earnings at a discount and assuming the risk of non-collection, not interest on a loan.

5.2  Ownership

Upon disbursement of the Advance Amount, Purchaser shall own the Purchased Amount of Worker's Future Earnings absolutely and unconditionally as and when such earnings are generated.

5.3  Purchaser's Property Interest

Worker acknowledges that the portion of Future Earnings constituting the Purchased Amount represents Purchaser's property from the moment such earnings are generated. Worker agrees to remit such portion to Purchaser as required. Failure to remit when Future Earnings have been received may constitute a breach of Worker's obligations hereunder.

5.4  No Recourse Beyond Future Earnings

Purchaser's sole recourse for collection of the Purchased Amount is against Worker's Future Earnings as described in this Agreement. Worker has no personal liability for any shortfall between the Purchased Amount and actual Future Earnings remitted. Purchaser expressly assumes the risk that Future Earnings may be insufficient, and any such shortfall is Purchaser's commercial loss, not a debt owed by Worker.

6. REPRESENTATIONS AND WARRANTIES

Worker represents and warrants that:

(a)  Worker is at least 18 years of age and has legal capacity to enter into this Agreement.

(b)  All information provided, including work history and earnings history, is true, accurate, and complete in all material respects.

(c)  Worker has not sold, assigned, or encumbered future earnings to any other party for the same period covered by this Agreement.

(d)  Worker is currently registered with or employed by the Platform Partner.

7. BREACH

7.1  Events of Breach

Each of the following constitutes an Event of Breach:

(a)  Fraud or intentional misrepresentation by Worker, including material misrepresentation of work history, earnings history, or registration status.

(b)  Deliberate diversion, misappropriation, or concealment of Future Earnings subject to this Agreement, including receiving Future Earnings and failing to permit remittance to Purchaser.

(c)  Sale, assignment, or encumbrance of Future Earnings to a third party without Purchaser's consent, unless cured within ten (10) Business Days of written notice.

(d)  Voluntary bankruptcy filing or assignment for the benefit of creditors.

7.2  Not Events of Breach

For clarity, the following do not constitute Events of Breach: (i) a decline in Future Earnings for any reason, including reduced work availability, Worker choosing to work less, client or work cancellations, or seasonal factors; (ii) Worker choosing not to accept or complete work; (iii) legitimate inability to work due to illness, injury, or family emergency; (iv) temporary insufficient funds causing a returned payment; (v) an involuntary bankruptcy proceeding dismissed within sixty (60) days; (vi) Platform Partner technical issues or payment processing delays; or (vii) termination under Section 3.6.

7.3  Remedies

Upon an Event of Breach, Purchaser may pursue recovery of actual damages caused by Worker's breach. For diversion or misappropriation of Future Earnings (Section 7.1(b)), Purchaser may recover the diverted amounts plus reasonable enforcement costs. Purchaser shall not have the right to accelerate or demand immediate payment of the remaining Purchased Amount, as this transaction is a purchase of future earnings, not a debt obligation.

7.4  Enforcement Costs

In connection with any Event of Breach involving fraud, intentional misconduct, or diversion of Future Earnings, Worker shall reimburse Purchaser for reasonable costs and expenses incurred in enforcement.

8. FORCE MAJEURE

Neither Party shall be liable for delays or failures resulting from circumstances beyond its reasonable control, including natural disasters, pandemics, government actions, war, terrorism, or infrastructure failures. If such events materially affect Worker's ability to generate Future Earnings, the Parties shall cooperate to adjust remittance terms.

9. CONFIDENTIALITY

Each Party agrees to maintain the confidentiality of all non-public information received from the other Party and to use such information solely for purposes of this Agreement. This does not apply to information that is publicly available, independently developed, or required to be disclosed by law.

10. LIMITATION OF LIABILITY

Neither Party is liable for indirect, incidental, or consequential damages arising from this Agreement.

11. ASSIGNMENT

Purchaser may assign this Agreement and any rights hereunder without Worker's consent, provided that Purchaser notifies Worker in writing within ten (10) Business Days of the effective date of such assignment. Such notice shall identify the assignee and provide updated contact information. Worker may not assign this Agreement without Purchaser's prior written consent.

12. PRIVACY

Purchaser handles personal information in accordance with Canada's Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy legislation. Worker consents to Purchaser collecting, using, and disclosing personal information as necessary to administer this Agreement, verify information, assess eligibility, and enforce rights. Purchaser may share information with the Platform Partner, payment processors, and service providers bound by confidentiality obligations.

13. GOVERNING LAW AND JURISDICTION

This Agreement is governed by the laws of British Columbia and the federal laws of Canada applicable therein, including the Business Practices and Consumer Protection Act (British Columbia). The Parties submit to the exclusive jurisdiction of the courts of Vancouver, British Columbia. Nothing in this Agreement shall be construed to deprive Worker of any mandatory consumer protections afforded by the laws of Worker's province of residence.

14. ELECTRONIC ACCEPTANCE

This Agreement is formed electronically under British Columbia's Electronic Transactions Act, SBC 2001, c. 10. Worker's click of "Accept" constitutes a valid electronic signature and binding acceptance of these Master Terms and the corresponding Schedule A, with the same legal effect as a handwritten signature. An audit log capturing the date, time, IP address, and version of Master Terms accepted is maintained by Purchaser as evidence of acceptance.

If Worker believes a material error was made during the electronic acceptance process, Worker must notify Purchaser in writing within forty-eight (48) hours of the acceptance timestamp. Purchaser will work with Worker in good faith to verify and correct any confirmed errors prior to disbursement. After disbursement, corrections may only be made by written amendment signed by both Parties.

15. WAIVERS AND AMENDMENTS

No waiver of any breach shall constitute a waiver of any other breach. No amendment shall be effective unless in writing and signed by both Parties.

16. SEVERABILITY

If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

17. SURVIVAL

Sections 5, 7, 9, 10, 12, 13, 21, and 24 shall survive termination or expiration of this Agreement.

18. ENTIRE AGREEMENT

This Agreement, including Schedule A, constitutes the entire agreement between the Parties and supersedes all prior discussions, negotiations, and agreements.

19. NOTICES AND RECORDS

All notices shall be in writing. Notices to Purchaser shall be sent to [email protected]. Notices to Worker shall be sent to the email address provided in Worker's application. Either Party may update its notice address by written notice to the other Party. Electronic confirmation of each remittance debit will be sent to Worker within one (1) Business Day of the transaction. Worker may request a complete remittance history and copies of all documents executed under this Agreement at any time by contacting [email protected]. Purchaser will provide such records within five (5) Business Days at no charge.

20. RIGHT OF CANCELLATION

CANCELLATION RIGHT:  Worker may cancel this Agreement without penalty within ten (10) Business Days of the Effective Date. To cancel, contact Purchaser at [email protected]. If the Advance Amount has already been disbursed, Worker must return it in full within five (5) Business Days of Purchaser's acknowledgment of the cancellation request.

20.1  Cancellation Period

Worker may cancel this Agreement without penalty by providing written notice to Purchaser at [email protected] within ten (10) Business Days of the Effective Date.

20.2  Effect of Cancellation

If Worker validly exercises cancellation and the Advance Amount has not yet been disbursed, this Agreement shall be void immediately. If the Advance Amount has been disbursed, Worker must return the full Advance Amount within five (5) Business Days of Purchaser's acknowledgment of the cancellation request. Upon return of the full Advance Amount, this Agreement shall be void and neither Party shall have any further obligations hereunder. If Worker fails to return the Advance Amount within five (5) Business Days, the cancellation shall be deemed withdrawn and this Agreement shall remain in effect.

20.3  No Deductions

No Early Access Fee, returned payment fee, or other charge shall be deducted from the Advance Amount returned upon valid cancellation.

21. DISPUTE RESOLUTION

21.1  Complaints

Worker may submit any complaint or dispute regarding this Agreement to Purchaser at [email protected]. Purchaser shall acknowledge receipt within two (2) Business Days and provide a substantive written response within ten (10) Business Days.

21.2  Escalation

If Worker is not satisfied with Purchaser's response, Worker may request escalation to a senior representative of Purchaser by written notice. Purchaser's senior representative shall respond within an additional ten (10) Business Days.

21.3  Regulatory Complaints

Nothing in this Agreement prevents Worker from filing complaints with applicable consumer protection regulators, including Consumer Protection BC, or from seeking other remedies available at law.

22. ACKNOWLEDGMENTS

By accepting this Agreement, Worker acknowledges and agrees that:

(a)  This transaction is a purchase and sale of Future Earnings, not a loan.

(b)  Worker has no obligation to work any particular number of hours or generate any minimum level of Future Earnings.

(c)  Purchaser bears the risk that Future Earnings may be insufficient to satisfy the Purchased Amount. Any shortfall is Purchaser's loss, not Worker's debt.

(d)  If this Agreement terminates under Section 3.6 before full payment, any remaining balance will be forgiven.

(e)  Worker has reviewed and understands Schedule A.

(f)  Worker has had the opportunity to seek independent legal or financial advice.

(g)  Worker may cancel this Agreement within ten (10) Business Days under Section 20.

23. WORKOUT AND AMENDMENT

23.1  Workout Agreement

If Worker is unable to satisfy the Remittance Structure set out in Schedule A, Worker may notify Purchaser in writing at [email protected] requesting modified terms. Purchaser may, in its sole discretion, enter into a written Workout Agreement with Worker setting out revised remittance terms. Any Workout Agreement shall be executed by both Parties, shall form part of this Agreement, and shall supersede Schedule A solely to the extent of any conflict.

23.2  No Obligation

Nothing in this Section obligates Purchaser to agree to any modification of terms. This Section creates a process, not an entitlement.

23.3  Continuity

All other terms of this Agreement remain in full force during any negotiation of a Workout Agreement and until a Workout Agreement is fully executed.

24. CONDITION PRECEDENT TO EFFECTIVENESS

This Agreement does not take effect and is not binding on either party unless and until Worker has completed: (a) submission of all required application information; (b) completion of identity verification through the designated identity verification process; and (c) successful connection of Worker's bank account through the designated account linking process. If any step remains incomplete, this Agreement is of no force or effect.

25. DEATH AND PERMANENT DISABILITY

25.1  Automatic Termination

This Agreement shall automatically terminate, and any remaining unpaid portion of the Purchased Amount shall be immediately forgiven, upon: (a) the death of Worker; or (b) Worker's permanent disability that prevents Worker from generating any Future Earnings, as documented by a medical professional.

25.2  Notification Process

In the event of Worker's death, an authorized representative, next of kin, or estate trustee may notify Purchaser by emailing [email protected] within one hundred and eighty (180) days of the date of death. Notification should include Worker's full name, Agreement ID, and date of death. Purchaser will acknowledge receipt within five (5) Business Days and confirm termination and forgiveness within fifteen (15) Business Days of receiving required documentation.

25.3  No Liability

Neither Worker's estate nor any family member shall have any obligation to repay any portion of the Purchased Amount following termination under this Section. The forgiven amount represents Purchaser's commercial loss on this transaction.

26. COMMERCIAL ELECTRONIC MESSAGES

Transactional messages relating to this Agreement — including remittance confirmations, adjustment notices, and document delivery — are not commercial electronic messages and do not require separate consent under Canada's Anti-Spam Legislation (CASL). Purchaser will only send commercial electronic messages to Worker for purposes unrelated to administering this Agreement if Worker has provided express consent. Worker may withdraw consent to receive commercial electronic messages at any time by emailing [email protected]. Withdrawal of consent does not affect the validity or enforceability of this Agreement.

Slate Financial Technologies Inc.  |  1322 West Broadway St, Unit 1006, Vancouver, BC  V6H 1H2

[email protected]  |  Master Terms v1.0  |  Effective April 15, 2026