Terms and Conditions of Use

SLATE FINANCIAL TECHNOLOGIES INC.

TERMS AND CONDITIONS OF USE

Effective Date: November 4, 2025

Last Updated: February 6, 2026

These Terms and Conditions (“Terms”) govern your access to and use of the Slate platform, services, APIs, and related software (collectively, the “Platform” or “Services”) provided by Slate Financial Technologies Inc. (“Slate,” “we,” “us,” or “our”), a British Columbia corporation (BC Incorporation Number: BC1555098).

By accessing or using our Platform, you (“you,” “your,” or “User”) agree to be bound by these Terms. If you are using the Platform on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

IMPORTANT: IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE PLATFORM.

1. Definitions

“API” means the application programming interface(s) provided by Slate for integration with the Platform.

“Capital Provider” means Slate or third-party financial institutions or other entities that provide capital to Merchants through the Platform.

“Confidential Information” means any proprietary or confidential information disclosed by one party to the other.

“Documentation” means Slate’s technical documentation, user guides, and API specifications.

“Merchant” means a small or medium-sized business that (a) is incorporated, registered, or otherwise legally organized in Canada; (b) maintains a Canadian business bank account; (c) conducts business operations primarily in Canada; and (d) applies for a Merchant Cash Advance through Platform Partners or directly through Slate using the Platform.

“Merchant Cash Advance” or “MCA” means a purchase of a Merchant’s future receivables by Slate or a Capital Provider in exchange for an upfront capital payment, structured as a commercial purchase transaction and not as a loan, subject to a separate Merchant Cash Advance Agreement.

“Platform Partner” means technology companies, marketplaces, and software providers that integrate the Platform into their services to offer Merchant Cash Advances to their business customers.

“User Data” means data and information submitted to or collected through the Platform.

2. Description of Services

Slate operates a financial technology platform that provides embedded commercial financing solutions to eligible Canadian businesses.

2.1 Technology Infrastructure

Our Platform includes proprietary software and technology infrastructure for embedded financing, including:

Automated underwriting tools and credit decision support systems
Payment infrastructure coordination technology
API infrastructure for third-party integrations
White-label user interface components for Platform Partners
Dashboard, reporting, and analytics tools
Technical integration support and documentation

2.2 Merchant Cash Advances

Slate, directly or through Capital Provider partners, purchases a portion of a Merchant’s future receivables in exchange for an upfront capital payment. Merchant Cash Advances are structured as commercial purchase transactions and are not loans. All MCAs are governed by a separate Merchant Cash Advance Agreement between Slate (or the applicable Capital Provider) and the Merchant, which sets out the purchase price, purchased amount, remittance terms, and other material terms.

2.3 Platform Partner Services

Slate provides technology infrastructure to Platform Partners, enabling them to offer white-labeled Merchant Cash Advances to their business customers. Platform Partners do not originate, fund, or assume credit risk for MCAs—all such activities are performed by Slate or Capital Provider partners.

2.4 Role Clarification

Slate operates in two capacities:

As a Technology Provider: Slate licenses its Platform to Platform Partners for embedded financing integrations.
As a Capital Provider: Slate may directly originate, fund, and service Merchant Cash Advances to eligible Merchants, either through Platform Partner channels or directly.

Where Slate acts as a Capital Provider, the applicable MCA is governed by a separate Merchant Cash Advance Agreement that supersedes these Terms with respect to the specific financing transaction.

2.5 Services Not Provided

For clarity, Slate does not provide and the Platform does not include:

Banking services, deposit accounts, or online banking
Investment management, advisory, or brokerage services
Consumer financing or personal financing of any kind
Payment processing services (payments are processed by third-party providers)
Insurance or insurance brokerage services

Slate is not a bank, credit union, investment advisor, or deposit-taking institution.

3. Eligibility and Account Registration

3.1 General Eligibility

To use the Platform, you must:

Be at least 18 years old or the age of majority in your jurisdiction
Have the legal capacity to enter into binding contracts
Be authorized to represent your organization (if applicable)
Not be prohibited from using the Platform under applicable laws

3.2 Merchant Eligibility for Merchant Cash Advances

Merchant Cash Advances offered through the Platform are available exclusively to Merchants that meet all of the following criteria:

The Merchant is a corporation, partnership, sole proprietorship, or other business entity legally organized or registered under the laws of a Canadian province or territory;
The Merchant maintains an active business bank account with a Canadian financial institution;
The Merchant’s primary business operations are conducted in Canada;
The Merchant has a physical business address in Canada (P.O. boxes do not qualify);
The Merchant’s authorized representatives are Canadian residents or otherwise legally authorized to conduct business in Canada; and
The Merchant meets any additional eligibility criteria specified in the applicable Merchant Cash Advance Agreement.

3.3 Verification

Slate reserves the right to verify Merchant eligibility at any time. You agree to provide documentation reasonably requested to confirm your eligibility, including but not limited to:

Certificate of incorporation or business registration
Government-issued identification for authorized signatories
Business bank account statements
Proof of Canadian business address

3.4 Ineligible Applicants

Slate does not offer Merchant Cash Advances to:

Individuals or consumers for personal, family, or household purposes
Businesses located outside of Canada
Businesses in prohibited industries as determined by Slate’s underwriting policies
Businesses that fail to meet Slate’s creditworthiness or eligibility standards

3.5 Provincial Availability

Merchant Cash Advances may not be available in all Canadian provinces and territories. Availability is subject to applicable provincial requirements and Slate’s operational presence. Current availability includes British Columbia, Alberta, and Ontario. Slate may expand or restrict provincial availability at any time.

3.6 Account Registration

To access the Platform, you must:

Complete the registration process
Provide accurate, current, and complete information
Maintain and promptly update your account information
Keep your password secure and confidential
Notify us immediately of any unauthorized access or security breach

3.7 Account Responsibility

You are responsible for all activities that occur under your account. We are not liable for any loss or damage arising from your failure to protect your account credentials. You agree to notify us immediately at admin@tryslatehq.com if you suspect unauthorized use of your account.

4. Acceptable Use Policy

4.1 Permitted Use

You may use the Platform only for lawful business purposes in accordance with these Terms.

4.2 Prohibited Activities

You agree NOT to:

Violate any applicable laws, regulations, or third-party rights
Use the Platform for fraudulent, illegal, or unauthorized purposes
Transmit viruses, malware, or other harmful code
Attempt to gain unauthorized access to our systems, networks, or data
Interfere with, disrupt, or compromise the Platform’s security or performance
Reverse engineer, decompile, disassemble, or attempt to discover the Platform’s source code
Scrape, harvest, or collect data or user information without authorization
Use automated systems (bots, scrapers) without our written permission
Impersonate any person or entity or misrepresent your affiliation
Resell, sublicense, or redistribute the Platform without authorization
Remove, alter, or obscure any proprietary notices or labels
Use the Platform in any manner that could damage our reputation or business

4.3 Consequences of Violation

We reserve the right to suspend or terminate your account and access to the Platform immediately and without notice if you violate these Terms or engage in any prohibited activities.

5. Fees and Payment

5.1 Platform Fees

Use of the Platform is subject to fees as follows:

Subscription Fees: Monthly or annual SaaS subscription fees for platform access
Transaction Fees: Per-transaction or percentage-based fees for transactions processed through the Platform
Integration Fees: One-time setup and integration fees
Premium Services: Additional fees for advanced features, custom integrations, or premium support

5.2 Payment Terms

All fees are disclosed in your service agreement or pricing schedule
Fees are payable in advance unless otherwise agreed in writing
You authorize us to charge your designated payment method
All amounts are in Canadian Dollars (CAD) unless otherwise specified
Fees are exclusive of applicable taxes, which you are responsible for paying

5.3 Late Payment

Late payments on platform subscription and service fees may incur interest at a rate of 1.5% per month (or the maximum permitted by law, whichever is lower). We may suspend your access to the Platform for non-payment. For clarity, this Section 5.3 applies only to platform subscription and service fees owed under these Terms — it does not apply to remittances under a Merchant Cash Advance Agreement, which are governed solely by the terms of that Agreement.

5.4 Refunds

All fees are non-refundable except as required by law or as expressly stated in your service agreement.

6. Intellectual Property Rights

6.1 Slate’s Property

The Platform and all related content, features, functionality, software, algorithms, designs, text, graphics, logos, trademarks, and other materials are owned by Slate and protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

6.2 License Grant

Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for your internal business purposes during the term of your agreement.

6.3 User Data

You retain ownership of User Data you submit to the Platform. By submitting User Data, you grant us a worldwide, non-exclusive, royalty-free license to use, process, store, and transmit User Data solely to provide and improve the Platform and as described in our Privacy Policy.

6.4 Feedback

If you provide feedback, suggestions, or ideas about the Platform, we may use them without any obligation to compensate you. You hereby assign all rights in such feedback to Slate.

7. Data Protection and Privacy

Your use of the Platform is also governed by our Privacy Policy (/privacy), which is incorporated by reference into these Terms. By using the Platform, you consent to our collection, use, and disclosure of information as described in the Privacy Policy.

If you apply for or use our receivables purchase services, additional data practices are described in our Data Collection and Use Policy (/data-collection).

7.1 Data Security

We implement industry-standard security measures to protect User Data. However, no system is completely secure. You acknowledge that you provide User Data at your own risk.

7.2 Compliance

You are responsible for ensuring your use of the Platform complies with applicable data protection laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and provincial privacy legislation.

8. API Usage and Integration

8.1 API License

If you use our API, we grant you a limited license to access and use the API in accordance with the Documentation and these Terms.

8.2 API Restrictions

You must comply with rate limits and usage restrictions specified in the Documentation
You may not use the API in a manner that exceeds reasonable request volume
You must implement appropriate error handling and security measures
You may not cache or store data beyond what is reasonably necessary

8.3 API Changes

We may modify, update, or discontinue the API at any time. We will provide reasonable notice of material changes when possible, but are not obligated to maintain backward compatibility.

9. Third-Party Services

The Platform may integrate with or contain links to third-party services, including Capital Providers and payment processors. These third parties are independent entities, and we are not responsible for their products, services, or practices. Your use of third-party services is subject to their own terms and policies.

We do not endorse, warrant, or assume any liability for third-party services. Any transactions, agreements, or relationships between you and third parties are solely between you and those third parties.

10. Disclaimers and Warranties

10.1 AS-IS Basis

THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

Implied warranties of merchantability, fitness for a particular purpose, and non-infringement
Warranties regarding accuracy, reliability, or completeness of content or data
Warranties that the Platform will be uninterrupted, secure, or error-free
Warranties regarding results obtained from using the Platform

10.2 No Financial Advice

Slate does not provide financial, legal, tax, or investment advice. The Platform’s tools and information are for business financing purposes only. You should consult qualified professionals before making financial decisions.

10.3 Technology Limitations

We do not guarantee that the Platform will meet your specific requirements or that the operation of the Platform will be error-free. You acknowledge that software may contain bugs, errors, or other limitations.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

IN NO EVENT SHALL SLATE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM.

OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY YOU TO SLATE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) CAD $100.

THESE LIMITATIONS APPLY EVEN IF SLATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE).

12. Indemnification

You agree to indemnify, defend, and hold harmless Slate and its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to:

Your use or misuse of the Platform
Your violation of these Terms
Your violation of any applicable laws or regulations
Your violation of any third-party rights
Any User Data you submit to the Platform
Any negligent or willful misconduct by you

13. Term and Termination

13.1 Term

These Terms commence when you first access the Platform and continue until terminated as provided herein.

13.2 Termination by You

You may terminate your account at any time by providing written notice to admin@tryslatehq.com or through the Platform’s account settings. Termination does not relieve you of any payment obligations for services rendered prior to termination.

13.3 Termination by Us

We may suspend or terminate your access immediately if:

You violate these Terms
You fail to pay fees when due
Your use poses security or legal risks
We are required to do so by law
We discontinue the Platform (with reasonable notice)

13.4 Effect of Termination

Upon termination:

Your right to access and use the Platform immediately ceases
We may delete your account and User Data after a reasonable retention period
Sections that by their nature should survive will remain in effect
You remain liable for all fees and charges incurred prior to termination

14. Confidentiality

Each party agrees to maintain the confidentiality of the other party’s Confidential Information and use it only for purposes of performing under these Terms. This obligation does not apply to information that:

Is or becomes publicly available through no fault of the receiving party
Was rightfully known to the receiving party prior to disclosure
Is independently developed by the receiving party
Is rightfully obtained from a third party without breach of confidentiality obligations
Must be disclosed pursuant to law or court order (with notice to the disclosing party)

15. Modifications to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by:

Posting the updated Terms on our website
Updating the "Last Updated" date at the top of these Terms
Sending notice to your registered email address (for material changes)

Your continued use of the Platform after changes become effective constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Platform.

16. Governing Law and Dispute Resolution

16.1 Governing Law

These Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of law principles.

16.2 Jurisdiction

You agree to submit to the exclusive jurisdiction of the courts located in Vancouver, British Columbia for resolution of any disputes.

16.3 Informal Resolution

Before filing any formal dispute, you agree to contact us at admin@tryslatehq.com and attempt to resolve the matter informally for at least 30 days.

16.4 Class Action Waiver

To the extent permitted by law, you agree to bring claims only in your individual capacity and not as part of any class, collective, or representative action or proceeding.

17. Regulatory Information and Disclosures

17.1 Corporate Information

Slate Financial Technologies Inc. is a corporation incorporated under the laws of British Columbia, Canada. Slate is a wholly owned subsidiary of Dropp Labs, Inc., a Delaware corporation.

BC Incorporation Number: BC1555098
Registered Office: 1322 West Broadway St Unit 1006, Vancouver, BC V6H 1H2
Extra-Provincial Registrations: Alberta, Ontario

U.S. Affiliated Entity:

Dropp Labs, Inc.

8518 Kings Cove Drive

Salt Lake City, UT 84121

USA

17.2 Merchant Cash Advance Disclosure

Merchant Cash Advances are structured as purchases of future receivables and are not loans. MCAs involve the sale of a portion of a Merchant’s future receivables to Slate in exchange for an upfront payment. The purchased amount, purchase price, and remittance terms will be clearly disclosed in the Merchant Cash Advance Agreement prior to execution.

17.3 Anti-Money Laundering Compliance

Slate maintains an Anti-Money Laundering (AML) and Anti-Terrorist Financing (ATF) compliance program in accordance with the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA) and its regulations. As part of our compliance obligations:

We conduct identity verification on all Merchants and their authorized representatives;
We monitor transactions for suspicious activity and report as required to the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC);
We maintain records of all transactions and client identification for the periods prescribed by law;
We conduct ongoing due diligence and periodic reviews of business relationships.

You agree to cooperate with our AML/ATF compliance procedures, including providing requested identification documents and information about beneficial owners.

17.4 Payment Processing

Slate uses third-party payment processors to facilitate the disbursement and collection of funds related to Merchant Cash Advances. By using the Platform and accepting MCAs, you authorize Slate and its payment processing partners to:

Initiate electronic funds transfers (EFT) to your designated Canadian business bank account for disbursement of MCA proceeds;
Initiate pre-authorized debits (PAD) from your designated Canadian business bank account for remittance of MCA purchased amounts;
Verify your bank account information with your financial institution.

All EFT and PAD transactions are processed in accordance with Payments Canada rules and applicable regulations.

17.5 Privacy and Data Protection

Slate collects, uses, and discloses personal information in accordance with the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy legislation. See our Privacy Policy (/privacy) and Data Collection and Use Policy (/data-collection) for details.

18. General Provisions

18.1 Entire Agreement. These Terms, together with our Privacy Policy and any applicable service agreements, constitute the entire agreement between you and Slate regarding the Platform and supersede all prior agreements and understandings.

18.2 Severability. If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect.

18.3 Waiver. Our failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of Slate.

18.4 Assignment. You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction. Any attempted assignment in violation of this provision is void.

18.5 Force Majeure. We are not liable for any failure or delay in performance due to circumstances beyond our reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or internet service failures.

18.6 No Agency. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and Slate.

18.7 Language. These Terms may be translated into other languages for convenience. In the event of any conflict between the English version and any translation, the English version shall prevail.

18.8 Notices. Notices to you may be sent to the email address associated with your account and will be deemed received 24 hours after sending. Notices to us should be sent to:

Slate Financial Technologies Inc.

1322 West Broadway St Unit 1006

Vancouver, BC V6H 1H2

Canada

Email: admin@tryslatehq.com

18.9 Export Control. You agree to comply with all applicable export control laws and regulations. You may not use or export the Platform in violation of Canadian or international export laws.

18.10 Complaints and Inquiries. If you have a complaint or inquiry regarding Merchant Cash Advances or Slate’s services, please contact:

Slate Financial Technologies Inc.

Attention: Compliance Officer

1322 West Broadway St Unit 1006

Vancouver, BC V6H 1H2

Email: admin@tryslatehq.com

Phone: (778) 653-9468

We will acknowledge receipt of your complaint within five (5) business days and provide a substantive response within thirty (30) business days.

BY ACCESSING OR USING THE SLATE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.