Effective date: November 6, 2025

RECITALS

A. Spinwheel provides technology and services that enable end users (consumers) to connect, authorize access to, and share their financial account information with third parties, including the Client, through a consumer-permissioned architecture.  No data that Spinwheel shares is ever shared without the consumer requesting it first.

B. All consumer financial data accessed, stored, or transmitted by Spinwheel in connection with its services is accessed only with the express, informed, and revocable authorization of the consumer, consistent with applicable privacy laws, data protection standards, and industry best practices.

C. Spinwheel does not assert ownership over consumer data, nor does it transfer ownership of such data to Client or to any other third party.  Spinwheel does not sell consumer data, either. Instead, Spinwheel enables the secure and compliant transmission of data at the direction and with the permission of the consumer, who remains the primary controller of such data.

D. The Parties acknowledge that terms such as “ownership,” “control,” “access,” and “use” of data in this Agreement refer to specific and limited legal and technical rights arising from consumer authorization and contractual arrangements, and not to any blanket proprietary claim to consumer information.

E. The Parties further agree that Spinwheel’s services are distinct from traditional data aggregation models in that they are rooted in a consumer-directed, credential-free, API-based architecture that minimizes systemic risk and supports regulatory compliance, transparency, and consumer trust.

F. To avoid ambiguity, the Parties enter into this Agreement on the understanding that Spinwheel’s role is as a technology provider facilitating consumer data access and transmission, not as a data broker, reseller, or principal in the underlying financial relationships.

TERMS AND CONDITIONS

1. USE OF THE PLATFORM SERVICES

1.1. Access. Subject to the Client’s compliance with the terms and conditions of the Agreement, Spinwheel hereby agrees that during the Term (as defined below), the Client is granted the non-exclusive right to: (i) internally use Spinwheel’s proprietary package of application programming interface materials provided or made available by Spinwheel (the “API Package”) or any other product or service provided by Spinwheel (together, with the API Package, the “Platform Services”) solely for its internal business purposes, including delivery of their products and services to their respective customers or clients; (ii) use the Platform Services in such any Client-controlled interface, application, system, tool, product, or service (“Client Application”) provided to end user consumers and/or businesses (“End Users”) for any lawfully permissible purposes , and (iii) use the data delivered by the Platform Services associated with the End Users (the “End User Output”) solely in such Client Application for such Permitted Use Case as set out in an Order . All use of the Platform Services and End User Output must be only as provided in the Agreement, only in accordance with Spinwheel’s applicable technical user documentation and subject any other restrictions set forth and agreed by the Parties in an Order. An “Order” is a written order or other document signed by both parties referencing these Terms.

1.2 Restrictions. Client will not, and will not enable or assist any third-party to:
(i) attempt to reverse-engineer (except as permitted by law), decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Platform Services;
(ii) modify, translate, or create derivative works based on the Platform Services;
(iii) make the Platform Services or End User Output (or any derivative work thereof) available to, or use them for the benefit of, anyone other than Client (or Client’s third-party clients, but solely through the Client Application to End Users);
(iv) sell, resell, license, sublicense, distribute, rent or lease any Platform Services or End User Output to any third-party, or include them in a service bureau, time-sharing, or equivalent offering;
(v) publicly disseminate information from any source regarding the performance of the Platform Services or End User Output;
(vi) use the Platform Services for marketing purposes;
(vii) attempt to create a substitute or similar service through use of, or access to, the Platform Services or End User Output.; or
(viii) remove or obscure any trademarks, copyright notices or other notices contained on materials accessed through the Platform Services.

Client will use the Platform Services and End User Output only in compliance with: (a) the rights granted hereunder; (b) the Spinwheel developer policies (as they may be updated from time to time) and (c) any agreements between Client and End Users (including any applicable privacy policy). Notwithstanding anything to the contrary, Client accepts and assumes all responsibility for complying with all applicable laws and regulations in connection with all of Client’s activities involving any Platform Services or End User Output.

1.3 Compliance. Each party will comply with the Data Protection & Compliance Addendum (“DPCA”).

1.4 Affiliates. Spinwheel may provide access to the API Package and Platform Services, in accordance with the terms of this Agreement, to Affiliates of Customer that enter into a separate Order with Spinwheel. Immediately upon Spinwheel’s request, Client will cause each such Affiliate to provide Spinwheel with a written (or electronic) certification in the form Client Affiliate Certification appended to the DPCA. Notwithstanding the separate Client Affiliate Certification, Client will remain jointly and severally liable to Spinwheel for any failure of any such Affiliate to meet its obligations under federal, state or local laws and/or for breach of the Client Affiliate Certification or this Agreement.

2. PROFESSIONAL SERVICES

2.1 Statement of Work. Separate and apart from the Platform Services and any Orders, Client and Spinwheel may enter into written statements of work that reference this Agreement for the provision of professional services (each, a “Statement of Work”). A SOW will become binding when both parties have signed it. These Terms will govern all SOWs and Professional Services undertaken by Spinwheel for Client. For clarity, SOWs are used for Professional Services and not to order any Platform Services.

2.2 Expenses. Client shall reimburse Spinwheel at cost for expenses actually incurred in performing the Professional Services as related to a specific SOW, including travel and accommodation expenses, so long as such expenses are reasonable and necessary and approved in advance by Client. Spinwheel shall maintain adequate books and records relating to any expenses to be reimbursed and shall submit requests for reimbursement with accompanying receipts in a timely manner and in a form acceptable to Client.

3. PAYMENTS. As set forth in the applicable Order or SOW, Client will pay Spinwheel the fees set forth in the applicable Order for access to the Platform Services (the “Subscription Fees”) and the fees set forth in the applicable SOW with respect to the Professional Services (the “Professional Services Fees”). Unless otherwise specified in the applicable Order or SOW, payments of fees must be made within thirty (30) days from the date of Spinwheel’s invoice. Unpaid invoices are subject to a finance charge of one and one-half percent (1.5%) per month or the maximum permitted by law, whichever is lower, plus all expenses of collection. The Client will be responsible for all: (i) taxes associated with Platform Services and Professional Services other than taxes based on Spinwheel’s net income, and (ii) Spinwheel’s costs of collection in the event of the Client’s delinquent payment. All payments of fees are non-refundable, non-cancellable, and not subject to set-off, except in the case in which Client terminates this Agreement for Spinwheel’s breach in accordance with Section 5.2, in which case Spinwheel will refund Client for any prepaid, used Subscription Fees.

4. INTELLECTUAL PROPERTY

4.1 Client Intellectual Property. As between the parties, Client retains all rights, title and interest (including all intellectual property rights) in and to each Client Application.

4.2 End User Output. Client may use all End User Output as set forth in Section 1.1. After the expiration or termination of the Term, Client’s ability to use and retain End User Output is subject to the stricter of: (i) the terms of service and privacy policy between Client and the applicable End User, or (ii) the data retention and destruction obligations set forth in the DPCA. For clarity, any End User Output not subject to a legally required or consumer-authorized retention period must be purged in accordance with the DPCA.

4.3 End User Input. In connection with the Platform Services (including as part of the End User verification process), Spinwheel may receive data or access to data from or on behalf of an End User ( “End User Input ”). As between Client and an End User, End User Input received by Client is governed by the applicable terms of service and privacy policy between Client and such End User . As between Spinwheel and an End User, End User Input received by Spinwheel is governed by the applicable terms of service and privacy policy between Spinwheel and such End User.

4.4 Privacy and Authorizations. See DPCA § 4 (Consumer Permission & Authorizations).

4.5 Spinwheel Technology. Except for the rights expressly granted under Section 1.1, as between the parties, Spinwheel reserves and retains all rights, title, and interest (including all intellectual property rights) in and to the Platform Services and the API Package. For the avoidance of doubt, and in alignment with the Recitals, Spinwheel asserts no ownership claim over the underlying consumer information contained within the End User Output. The Client acknowledges that Spinwheel’s intellectual property includes the proprietary methods, formats, and structures through which End User Output is organized and delivered.

4.6 Feedback. To the extent the Client provides Spinwheel with any suggestion, enhancement request, recommendation, correction or other feedback relating to any characteristics, features, or the operation of the Platform Services or the Spinwheel Technology, including feedback related to usability, performance, interactivity, bug reports and test results (collectively, “Feedback”) relating to the Platform Services, Client grants Spinwheel a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable and perpetual license to implement, use, modify, distribute, commercially exploit, or incorporate into the Platform Services and any of Spinwheel’s products, services, technology or content, any Feedback.

5. TERM; TERMINATION

5.1 Term of Agreement. The Agreement will commence on the Effective Date and will continue in effect until terminated in accordance with the Agreement. Unless otherwise specified in the Order, the initial term will be twelve (12) months beginning on the Effective Date (the “Initial Term”), and thereafter will automatically renew for successive one (1) year periods (each, a “Renewal Term” ), unless either party provides the other party with at least sixty (60) days’ written notice of non-renewal prior to the end of the then-current term (the “Initial Term” and “Renewal Term” are collectively the “Term”). If a notice of non-renewal is provided by either party under this section, the Agreement will automatically terminate at the end of the then-current term. Spinwheel may, upon ninety (90) days prior written notice to Client, revise its fees and rates.

5.2 Termination For Cause. Either party may terminate the Agreement and/or any applicable Orders and SOWs in the event the other party materially breaches the terms of the Agreement or any Order or SOW and fails to cure such breach within thirty (30) days from receipt of written notice thereof. In addition, Spinwheel may immediately suspend the Platform Services in the event it determines or has a reasonable basis for belief that (a) there is unauthorized access to the Platform Services via Client’s account, (b) continued provision of the Platform Services may present a security risk or do material harm to Spinwheel or its networks or systems or reputation or subject Spinwheel to liability, litigation, or the termination of a data supply contract with a third party, (c) Client materially breached Section 1 or Spinwheel has not timely received payment of the applicable fees for the Subscription or Professional Services and Client has not paid such fees within ten (10) days of notice of nonpayment from Spinwheel, (d) Client is engaging in reselling, brokering or processing or evaluating data of or for third parties, or (e) Client is using the Platform Services for personal (non-business) purposes.

5.3 Termination Rights for Data Misuse, Legal Violations, and Operational Concerns. Additional data‑related or regulatory-related termination events are set out in the DPCA (§ 9).

5.4 Effect of Termination. Notwithstanding anything else, if this Agreement expires pursuant to a notice of non-renewal, each Order with a term extending beyond the termination of this Agreement shall continue until the end of the term provided in such Order and shall remain subject to all terms of this Agreement. Upon termination of an Order, all rights granted to Client with respect to such Order will terminate and Client will make no further use of the terminated Platform Services or the applicable API Package (copies of which will be immediately returned to Spinwheel or destroyed). All accrued payment obligations and Sections 1.2, 4, this 5.4, and 6 through 14 shall survive any termination of this Agreement.

6. CONFIDENTIALITY. During the term of the Agreement, each party (a “Disclosing Party”) may disclose, under the Agreement, to the other party (a “Receiving Party”) confidential and/or proprietary materials and information of the first party (“Confidential Information”). All materials and information disclosed by Disclosing Party to Receiving Party under the Agreement and identified at the time of disclosure as “Confidential” or bearing a similar legend, and all such other information that the Receiving Party reasonably should have known was the Confidential Information of the Disclosing Party, will be considered Confidential Information; for the avoidance of doubt, the Service, all pricing information and terms of the Agreement, are Confidential Information of Spinwheel. Receiving Party will maintain the confidentiality of the Confidential Information and will not disclose such information to any third-party without the prior written consent of the Disclosing Party. Receiving Party will only use the Confidential Information internally for the purposes contemplated under the Agreement. The obligations in this Section 6 will not apply to any information that: (i) is made generally available to the public without breach of the Agreement, (ii) is developed by the Receiving Party independently from the Disclosing Party’s Confidential Information, (iii) is disclosed to Receiving Party by a third-party without restriction, or (iv) was in the Receiving Party’s lawful possession prior to the disclosure to the Receiving Party and was not obtained by the Receiving Party either directly or indirectly from the Disclosing Party. Receiving Party may disclose Confidential Information as required by law or court order; provided that, Receiving Party, when legally permitted, provides Disclosing Party with prompt written notice thereof and uses its best efforts to limit disclosure. At any time, upon Disclosing Party’s request, Receiving Party will return to Disclosing Party all Disclosing Party’s Confidential Information in its possession, including all copies and extracts thereof. Notwithstanding the foregoing, (a) Receiving Party may disclose Confidential Information to any third-party to the limited extent necessary to exercise its rights, or perform its obligations, under the Agreement, or to any prospective acquirer of Receiving Party; provided that, all such third parties are bound in writing by obligations of confidentiality and non-use at least as protective of the Disclosing Party’s Confidential Information as the Agreement and (b) all Feedback and the API Package will be solely Spinwheel’s “Confidential Information.”

7. CLIENT REPRESENTATIONS AND WARRANTIES. Client represents and warrants that: (i) Client’s representative, whose name, title, and contact information were provided to Spinwheel as part of the registration process is duly authorized by Client to bind Client to this Agreement; (ii) Client has the full power and authority to bind each Affiliate of Client to every obligation of Client in this Agreement and Client’s agreement is effective to bind each Affiliate of Client; (iii) Client, its Affiliates, and all persons acting on their behalf will comply with all applicable laws and regulations, and will use the Platform Services solely in accordance with this Agreement and the Data Protection & Compliance Addendum (“DPCA”);  and (iv) all information supplied by Client to Spinwheel during the registration and onboarding process is, and will remain, accurate and complete.

8. INDEMNITY. Spinwheel will defend, indemnify and hold the Client harmless from and against all claims, actions, proceedings, regulatory investigations, damages, losses, judgments, settlements, costs and expenses (including reasonable attorneys’ fees) (“Losses”), arising from or in connection with any third party claim that the software underlying the Platform Services or the API Package infringes, violates, or misappropriates any third party intellectual property or proprietary right. The foregoing obligations of Spinwheel do not apply with respect to the Platform Services, API Package or any information, technology, materials or data (or any portions or components of the foregoing) to the extent (i) not created or provided by Spinwheel (including without limitation any End User Input,  or Customer Application), (ii) made in whole or in part in accordance to Customer specifications, (iii) modified after delivery by Spinwheel, (iv) combined with other products, processes or materials not provided by Spinwheel (where the alleged Losses arise from or relate to such combination), (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) Customer’s use thereof is not strictly in accordance with this Agreement. Client will defend, indemnify and hold Spinwheel harmless from and against all Losses arising from or in connection with any third party claim that the software underlying any Client Application infringes, violates, or misappropriates any third party intellectual property or proprietary right or relating to Client’s use of the Platform Services or API Package. As a condition to the indemnification obligations in this Agreement, (i) the indemnified party shall provide the indemnifying party with prompt written notice of any claim for which indemnification is sought under this Agreement (provided that the failure to promptly notify shall only relieve the indemnifying party of its obligation to the extent it can demonstrate material prejudice from such failure), (ii) the indemnified party shall cooperate in all reasonable respects with the indemnifying party in connection with any such claim (at the indemnifying party’s expense) and (iii) the indemnifying party shall be given sole control over defense and settlement of any such claim.

9. WARRANTY DISCLAIMER. EXCEPT AS PROVIDED IN THIS AGREEMENT, THE PLATFORM SERVICES ARE PROVIDED “AS IS”. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER SPINWHEEL NOR ITS AFFILIATES, SUPPLIERS, LICENSORS, DISTRIBUTORS AND PARTNERS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND REGARDING THE AGREEMENT OR THE PLATFORM SERVICES OR SPINWHEEL TECHNOLOGY, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. SPINWHEEL DOES NOT MAKE ANY REPRESENTATION OR WARRANTY AS TO THE END USER OUTPUT THAT MAY BE OBTAINED FROM USE OF THE PLATFORM SERVICES OR ANY REPRESENTATION OR WARRANTY THAT THE PLATFORM SERVICES WILL BE UNINTERRUPTED OR FREE FROM DEFECTS. CLIENT ACKNOWLEDGES AND AGREES THAT SPINWHEEL OBTAINS ITS DATA FROM THIRD-PARTY SOURCES, WHICH MAY OR MAY NOT BE COMPLETELY THOROUGH AND ACCURATE, AND THAT CLIENT SHALL NOT RELY ON SPINWHEEL FOR THE ACCURACY OR COMPLETENESS OF INFORMATION SUPPLIED THROUGH THE PLATFORM SERVICES. CLIENT UNDERSTANDS THAT CLIENT MAY BE RESTRICTED FROM ACCESSING CERTAIN PLATFORM SERVICES WHICH MAY BE OTHERWISE AVAILABLE. SPINWHEEL RESERVES THE RIGHT TO ADD MATERIALS AND FEATURES, AND TO DISCONTINUE OFFERING ANY OF THE MATERIALS AND FEATURES THAT ARE CURRENTLY A PART OF THE PLATFORM SERVICES. IN THE EVENT THAT SPINWHEEL DISCONTINUES A MATERIAL PORTION OF THE MATERIALS AND FEATURES OF THE PLATFORM SERVICES THAT CLIENT REGULARLY USES IN THE ORDINARY COURSE OF ITS BUSINESS, AND SUCH MATERIALS AND FEATURES ARE PART OF A FLAT FEE SUBSCRIPTION PLAN TO WHICH CLIENT HAS SUBSCRIBED, SPINWHEEL WILL, AT CLIENT’S OPTION, ISSUE A PRORATED CREDIT TO CLIENT’S ACCOUNT.

10. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY HERETO NOR ITS AFFILIATES NOR ANY THIRD-PARTY DATA PROVIDER WILL BE LIABLE FOR ANY (A) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, (B) LOSS, ERROR, OR INTERRUPTION OF USE OR DATA, IN EACH CASE, WHETHER DIRECT OR INDIRECT, OR (C) COST OF COVER OR LOSS OF BUSINESS, REVENUES, OR PROFITS, IN EACH CASE, WHETHER DIRECT OR INDIRECT, AND IN EACH OF THE FOREGOING CLAUSES (A), (B), OR (C) HEREOF WHETHER THE LIABILITY, ARISES IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, ARISES FROM OR RELATES TO THE AGREEMENT, THE PLATFORM SERVICES OR SPINWHEEL TECHNOLOGY, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS, EACH PARTY’S AGGREGATE LIABILITY THAT ARISES FROM OR RELATES TO THE AGREEMENT WILL NOT EXCEED, WITH RESPECT TO: (I) THE PLATFORM SERVICES, THE AMOUNT PAID AS SUBSCRIPTION FEES UNDER THE APPLICABLE ORDER DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY; AND (II) ANY PROFESSIONAL SERVICES, THE AMOUNT PAID AS PROFESSIONAL SERVICES FEES UNDER THE APPLICABLE SOW FOR THE PROFESSIONAL SERVICES GIVING RISE TO THE LIABILITY.

11. NOTICES. To give the other party notice under the Agreement, each party must either by: (a) sending a message to the email address set forth on the applicable Order or SOW (and in the case of notice to Spinwheel, to legal@spinwheel.io); (b) personal delivery or overnight courier, such as FedEx or UPS, to the address set forth on the applicable Order or SOW; or (c) registered or certified mail to the address set forth on the applicable Order or SOW. Notice will be treated as given on receipt, as confirmed by written or electronic records. Either party may update its address for notice by giving notice in accordance with this section.

12. PUBLICITY. During the term of the Agreement, (a) Client agrees to consider participation in case studies and other similar marketing efforts reasonably requested by Spinwheel; (b) Spinwheel may disclose that Client is a Spinwheel customer to third parties; and (c) Spinwheel may include on and in Spinwheel’s website, case studies, marketing materials, and conference presentations and other speaking opportunities, Client’s testimonials and other feedback regarding the Platform Services, name, website URL, use case, and logo and other marks.

13. GOVERNING LAW; DISPUTE RESOLUTION. The Agreement will be governed by the laws of the State of California, without regard to the conflict of law provisions thereof. The application of 1980 United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court), any dispute arising under the Agreement will be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by a single arbitrator appointed in accordance with such Rules. The arbitration will take place in San Francisco, California, USA, in the English language and the arbitral decision may be enforced in any court. With respect to all disputes arising in relation to the Agreement, but subject to the preceding arbitration provision, the parties consent to exclusive jurisdiction and venue in the state and Federal courts located in San Francisco, California.

14. MISCELLANEOUS. This Agreement may not be amended or modified except in a writing signed by both parties. If any provision of the Agreement is found to be unenforceable or invalid, (a) that provision shall be deemed amended to achieve an economic effect that is as near as possible to that provided by the original provision, and (b) that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable. The Agreement is not assignable or transferable by Client except with Spinwheel’s prior written consent; provided, however, that Client may, upon prior written notice to Spinwheel, transfer and assign its rights and obligations under the Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets to which the Agreement relates. If such a transfer or assignment is made in favor of a direct competitor of Spinwheel, then Spinwheel may immediately terminate the Agreement by written notice to the Client. Spinwheel may freely assign the Agreement without Client’s consent. The Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings between the parties relating to the subject matter of the Agreement, and all waivers and modifications must be in a writing signed by both parties, except as otherwise provided hereunder. No agency, partnership, joint venture, or employment is created as a result of the Agreement. Any delay in or failure of performance by either party under the Agreement will not be considered a breach of the Agreement and will be excused to the extent caused by any occurrence beyond the reasonable control of such party, including acts of God, power outages, floods, earthquakes, fires, global pandemics, governmental actions and requirements, and the acts and omissions of Spinwheel’s data suppliers. Any terms, provisions, or conditions of any purchase order or other business form that Client may use in connection with the transactions contemplated by the Agreement are hereby expressly rejected and will have no effect on the rights, duties, or obligations of the parties under, or will otherwise modify, the Agreement, unless accepted in a signed writing by an authorized representative of Spinwheel. In the event of a conflict or inconsistency among the documents, the order of precedence shall be as follows: (1) the Data Protection & Compliance Addendum (DPCA), but only with respect to its subject matter of data protection, privacy, and security; (2) the applicable Order, but only with respect to its subject matter; (3) these Terms; and (4) the applicable Statement of Work (SOW), but only with respect to its subject matter.