OAT FINANCIAL, INC.

Platform Terms of Service

Last Updated: March 8, 2026

These Platform Terms of Service (this “Agreement”) are entered into by and between Oat Financial, Inc. (“OatFi” or “we”) and the entity or person placing an order for or accessing the OatFi Services (“Customer” or “you”).  This Agreement consists of the terms and conditions set forth below, the OatFi Privacy Policy available at https://oatfi.com/privacy, which is incorporated herein by reference.

Unless otherwise stated in this Agreement, “Customer”, “you” and “your” refer to: (i) you in your individual capacity; (ii) you in your individual capacity as an employee, agent, contractor or representative (“Representative”) of your organization or entity(“Company”), or (iii) you as the Company for which its Representatives use and/or access the Services or Platform (as defined herein). This Agreement applies to all users of the Services and Platform, including, but not limited to, users who are Representatives, customers, suppliers, vendors and/or contributors of content. If you are accessing or using the Services or Platform on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you” or “Customer” reference your company. Each of OatFi and Customer individually shall be a “Party” and collectively the “Parties”.

Please note that OatFi may modify the terms and conditions of this Agreement in accordance with Section 16(b).

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING THE SERVICES OR PLATFORM, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE THE SERVICES OR PLATFORM. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT.

1. Scope of Services.

a. Services. OatFi provides various commercial financial services (the “Financial Services”) via a technology platform operated by OatFi (the “Platform” and, together with the Financial Services, the “Services”). The Services include but are not limited to enabling Customer to:

i. evaluate, offer, and complete transactions regarding the purchase, sale, and origination of commercial invoices, loans, and related receivables;

ii. view and use tools, dashboards, and analytics to assist in Customer’s internal reconciliation, reporting, and transaction-management processes;

iii. generate, manage, and view virtual account numbers associated with bank accounts that Customer opens with third-party financial institutions (“Bank Partners”);

iv. view transaction data, statements, and related information made available by Bank Partners; and

v. access additional modules or other financial-services workflows supported by third-party partners.

2. Platform Use Rights.

a. Use of the Platform. Subject to the terms and conditions of this Agreement, OatFi grants you a non-exclusive, non-transferable, non-sublicensable right and license during the Term of this Agreement to access and use the Platform in order to utilize the Financial Services, solely for your internal business purposes and solely in a manner consistent with any requirements or documentation provided by OatFi to you from time to time.  

b. General Restrictions. You must not (and must not allow any third party to):

i. rent, lease, copy, transfer, resell, sublicense, distribute, or otherwise provide access to any portion of the Services to a third party;

ii. modify or create a derivative work of the Services or any portion of it;

iii. reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Services, except to the extent expressly permitted by applicable law and then only with advance notice to OatFi;

iv. use the Services, including any data or information available via or generated by the Services, in connection with the training of a machine learning or a neural network, deep learning or artificial intelligence system, software or service;

v. break or circumvent any security measures, rate limits, or usage tracking (such as event tracking) of the Services;

vi. otherwise interfere or attempt to interfere with the proper working of the Services;

vii. access the Services for the purpose of building a competitive product or service or copying its features or user interface;

viii. use the Services for purposes of product evaluation, benchmarking, performance testing, or comparative analysis intended for publication;

ix. use the Services in violation of any applicable laws or regulations; or

x. remove or obscure any proprietary or other notices contained in the Services, including in any reports or output obtained from the Services.

3. Third-Party Providers. The Services may include integrations or services provided by third parties (“Third-Party Providers”). Customer’s use of Third-Party Provider services is governed by those providers’ separate terms. OatFi is not responsible for Third-Party Providers unless expressly stated otherwise.

4. Compliance. Customer must use the Services only for lawful business purposes and in compliance with all applicable laws, including KYC, AML, sanctions, and tax obligations.

5. Security. Customer must maintain security of any credentials generated by or provided to you in connection with the Services, restrict access to the Services to your authorized personnel, and promptly notify OatFi of any unauthorized access to the Services, including to any account Customer maintains on the Platform.

6. Intellectual Property and Data

a. Ownership. OatFi retains all rights, title, and interest in and to the Services and Platform, including software, technology, algorithms, interfaces, documentation, and content (excluding Customer Content and Customer Data), and all modifications or derivatives. No rights are granted to Customer other than as expressly set forth in this Agreement.

b. Customer Data. OatFi acknowledges that, as between OatFi and Customer, Customer owns all rights in and to Customer Data. Customer hereby grants to OatFi a non-exclusive, royalty-free, worldwide license to access, copy, reproduce, distribute, display, use and otherwise process the Customer Data and perform all acts with respect to the Customer Data as may be necessary for OatFi to provide the Services to Customer, develop and improve the Services, or create other, derivative products. "Customer Data" means, other than Anonymized and Aggregate Data (as defined herein), Transaction Information (as defined in herein), information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer through the Services, including any API provided by OatFi.  

c. Customer Content. Customer hereby grants to OatFi a non-exclusive, royalty-free, worldwide license to access, copy, reproduce, distribute, and otherwise use and display Customer Content and perform all acts with respect to Customer Content as may be necessary for OatFi to provide the Services to Customer, develop and improve the Services, or create other, derivative products. “Customer Content” means content, data or information that is created or generated by Customer through the use of the Services.

d. Anonymized and Aggregate Data. Customer hereby grants to OatFi a non-exclusive, worldwide, royalty-free, fully paid up license to access, copy, reproduce, display, distribute, de-identify, anonymize, pseudonymize, aggregate, use and otherwise process Customer Data for the purpose of deriving anonymous or aggregated statistical and usage data and data related to the functionality of the Services ("Anonymized and Aggregate Data"). OatFi agrees Anonymized and Aggregate Data will only be used to provide the Services, evaluate and improve OatFi’s existing products and Services, develop and commercialize new features, products, and services (including developing and training artificial or augmented intelligence algorithms and products) and generate statistics. OatFi agrees that such Anonymized and Aggregate Data shall not be able to be used to identify Customer or any third party, and that such Anonymized and Aggregate Data may not be re-identified or in any way reassociated with Customer or any such third party. Anonymized and Aggregate Data shall be the intellectual property of OatFi.

e. Feedback. If Customer or any of its officers, employees, contractors, or agents sends or transmits any communications or materials to OatFi by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, Platform, or other OatFi services or intellectual property, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), OatFi is free to use such Feedback for any purpose whatsoever, without any attribution or compensation to any party, irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to OatFi on Customer's behalf, and on behalf of its officers, employees, contractors and/or agents, all right, title, and interest in, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, although OatFi is not required to use any Feedback.

7. Privacy. Customer and OatFi shall comply with all applicable data protection and privacy laws and regulations related to the processing of any personal data under this Agreement. Processing of personal data is governed by OatFi’s Privacy Policy and the terms of the OatFi Data Processing Agreement, available at https://oatfi.com/data-processing-agreement and incorporated herein by reference.

8. Fees

a. Fees. Any fees due in connection with the Services and the invoicing and payment thereof shall be set forth and governed by the terms of the applicable Service Order.

9. Confidentiality

a. Definition. “Confidential Information” means any non-public information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) in connection with the subject matter of this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

b. Obligations. The Receiving Party shall:

i. Use the Confidential Information only for purposes of performing its obligations under this Agreement;

ii. Protect the Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than reasonable care;

iii. Not disclose Confidential Information to any third party without the Disclosing Party’s prior written consent, except to its employees, agents, or contractors who need to know the information and are bound by confidentiality obligations at least as protective as those herein.

c. Exclusions. Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was already known to the Receiving Party at the time of disclosure; (iii) is received from a third party without restriction; or (iv) is independently developed without use of the Confidential Information.

d. Compelled Disclosure. The Receiving Party may disclose Confidential Information if required by law, regulation, or court order, provided that it gives the Disclosing Party prompt written notice (to the extent legally permitted) and reasonably cooperates in any efforts to limit or protect the disclosure.

e. Survival. The confidentiality obligations described herein shall survive for five (5) years following expiration or termination of this Agreement.

10. Representations and Warranties. Customer represents, warrants and covenants that:

a. Customer’s execution, delivery, and performance of this Agreement have been authorized by all necessary corporate action and do not violate applicable law or the provisions of any agreement to which you are bound;

b. The individuals establishing or using any Customer-controlled account on the Platform or transacting with us or using our products or services are authorized by Customer to do so;

c. This Agreement constitutes the legal, valid, and binding agreement of Customer enforceable in accordance with its terms;

d. Customer will use the Services in compliance with all applicable laws and regulations;

e. Customer has all rights in and to the Customer Data, Customer Content and Feedback necessary to provide such data, content and information to OatFi for processing, access and use in accordance with this Agreement, and for the Parties to perform their obligations under this Agreement;

f. Customer and its Representatives have all licenses, registrations, and authorizations required to conduct Customer’s and their businesses; and

g. Any information, materials, data, content, instructions or documents Customer directly or indirectly provides to OatFi are true, correct, and complete.

11. Third Party Links.

a. The Platform may contain links to websites that OatFi does not own, operate, or control. All such links are provided solely as a convenience to you. If you use these links, you will leave the Platform. OatFi is not responsible for any content, materials, or other information located on or accessible from any other website. OatFi does not endorse, guarantee, or make any representations or warranties regarding any other websites, or any content, materials or other information located or accessible from any other websites, or the results that you may obtain from using any other websites. If you access any other websites linked to or from the Platform, you do so entirely at your own risk.

12. Third-Party Providers of Financial Products or Services.

a. Via the Services, you  may be able to obtain products or services from third parties. If you request or apply for a product or service from a third-party provider, you hereby direct OatFi to provide information, data, and documents OatFi has in its possession or control relating to you to such third-party provider for purposes relating to your use of or access to such third-party product or service. Although we may receive compensation from a third-party provider, we do not endorse any third-party provider and are not responsible for any third-party provider unless expressly stated otherwise. If you ultimately obtain a financial product or service from a third-party provider, you are transacting with the third-party provider, the third-party provider is solely responsible for its actions and its products and services provided to you, and you agree that we are not liable for any losses or damages arising out of, or related to, such third-party provider or such products and services. When using any products or services from a third-party provider, you are bound by the third-party provider’s terms of service in addition to remaining bound by this Agreement.  If there is a conflict between this Agreement and a third-party provider’s terms of service, the third-party provider’s terms of service will prevail only with respect to your relationship with the third-party provider and the third-party provider’s products or services.

b. If you are using OatFi Payments, please find the Grasshopper Bank Master Service Agreement here which includes details on Funds Availability Policies.

13. Transaction Information from Third Party Sites. We may use transaction data from your bank and other financial accounts to provide our products and services. If you link to any such banks or financial accounts through the Services, or otherwise enable the transfer of data between such banks or financial accounts and OatFi, you hereby (i) authorize us, either directly or indirectly through our service providers, to access, obtain and use certain transaction data and information from third-party providers with whom you have bank or other accounts (“Transaction Information”), and (ii) authorize our service providers to use your data, including aggregated data, in accordance with their respective terms and conditions and privacy policies. Transaction Information may not be provided to you in the form received from the third-party provider, but certain details of the Transaction Information may be provided to you. We have no liability for any actions or inactions on the part of any service provider. Neither we nor our service providers are responsible for the Transaction Information or third-party products and services or make any warranties, including implied warranties of merchantability and fitness for a particular purpose, with respect to Transaction Information or third-party products or services. Neither we nor our service providers are responsible for delays in obtaining Transaction Information or the accuracy, completeness, storage, or loss of Transaction Information, personalization settings, or service interruptions. Transaction Information may only be current at the time accessed and is provided on an “as is” and “as available” basis from the third-party providers.

14. Transaction Insights and AI

a. As part of the Services, OatFi may provide suggested reconciliations, categorizations, transaction matching, anomaly detection, or other informational insights regarding transactions (“Transaction Insights”). Customer acknowledges and agrees that Transaction Insights are for informational purposes only. OatFi makes no warranty or representation regarding accuracy, completeness, or correctness of Transaction Insights, and Customer is solely responsible for verifying all information and making all financial, accounting, reconciliation, and reporting decisions with regard to transactions and other activity Customer may execute, manage, or view via the Services or Platform.

b. You acknowledge and agree that we may use AI to help us perform tasks and deliver the Services more efficiently. You understand and agree that in some cases your data may be collected and processed by AI tools which can involve secure transmission of information to third-party AI providers. We take appropriate measures to ensure that any data processed through these tools is subject to security and confidentiality protections.  We will use and process your data, including any personal data, to provide the Services and for the purposes set forth in this Agreement. “Artificial Intelligence” or “AI” means any combination of technologies, and/or software, and/or hardware, and/or resources, and/or cloud-based solutions that are designed to perform tasks that typically require human intelligence, including all large language models, machine learning, training tables, artificial neural networks, fast artificial neural networks, and learning algorithms.

c. You acknowledge and agree that we may use Customer Data, Customer Content, Transaction Information, Feedback and Anonymized and Aggregate Data to develop, train, and enhance artificial intelligence models and features that are part of our products and services. We shall implement appropriate technical and organizational measures to protect personal data in accordance with applicable data protection laws. We retain perpetual rights to resulting model improvements, weights, and parameters.

15. No Banking Services by OatFi. OatFi does not provide regulated payment services or banking services, or act as Customer’s bank, custodian, fiduciary, or investment adviser.

16. Modifications.

a. Modification of the Services.  OatFi reserves the right to modify or discontinue, temporarily or permanently, some or all of the Services at any time without any notice or further obligation to you.  You agree that OatFi will not be liable to you or to any third party for any modification, suspension, or discontinuance of any of the Services. If a change materially reduces functionality, OatFi will provide reasonable notice.

b. Modifications to the Agreement. OATFI RESERVES THE RIGHT TO AMEND OR CHANGE THIS AGREEMENT AT ANY TIME IN ITS SOLE DISCRETION, AND YOUR CONTINUED USE OF THE SERVICES CONSTITUTES YOUR ACCEPTANCE OF ALL SUCH CHANGES. AS THIS AGREEMENT IS SUBJECT TO CHANGE, YOU SHOULD, ON OCCASION, VISIT THIS PAGE TO REVIEW THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.

17. WARRANTIES & DISCLAIMER. THE SERVICES, TRANSACTION INSIGHTS, ANALYTICS, AND ALL RELATED OUTPUTS AND CONTENT PROVIDED THROUGH THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” OATFI DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICES WILL BE ERROR-FREE, SECURE, OR UNINTERRUPTED, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.  NOTHING IN THIS SECTION AFFECTS WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION OR RESTRICTION UNDER APPLICABLE LAW.

18. LIMITATION OF LIABILITY.

a. NEITHER OATFI NOR ITS AFFILIATES’, EMPLOYEES’, OFFICERS’, LICENSEES’, SUCCESSORS’ OR ASSIGNS’ (“OATFI PARTIES”) WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE, DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION PROVIDED IN CONNECTION WITH THE SERVICES, OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES. WE WILL NOT BE LIABLE FOR LOSSES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES. WE WILL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS, USE, OR DISCLOSURE OF ANY INFORMATION RELATING TO YOU THAT IS HELD, MAINTAINED, OR UNDER THE CONTROL OF ANY THIRD PARTY, INCLUDING ANY SECURITY BREACH RELATING TO INFORMATION ABOUT YOU EXPERIENCED BY A THIRD PARTY.

b. IN NO EVENT WILL THE OATFI PARTIES MAXIMUM AGGREGATE LIABILITY FOR ALL LOSSES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, UNDER OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO US, IF ANY, IN THE 6 MONTHS PRIOR TO THE OCCURRENCE GIVING RISE TO SUCH LIABILITY, EXCEPT FOR LIABILITIES DUE TO GROSS NEGLIGENCE, INTENTIONAL OR WILLFUL MISCONDUCT, OR LIABILITIES THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

19. Term and Termination. This Agreement is effective until terminated (the “Term”).

a. Termination by Us. Unless otherwise set forth in the applicable Service Order, we may terminate this Agreement and your access to the Services at any time and for any reason, but only after providing you thirty (30) days’ prior written notice. We, in our sole discretion, may also limit or terminate your access to or use of the Services, in whole or in part, at any time if you breach your obligations contained herein and such breach remains uncured for fifteen (15) days from receipt of written notice.

b. Termination by You. Unless otherwise set forth in the applicable Service Order, you may terminate this Agreement and your access to the Services at any time and for any reason, but only after providing us thirty (30) days’ prior written notice.

c. Effect of Termination. Upon any termination of this Agreement, your right to access and use the Services will immediately cease. All outstanding Fees as of the date of termination shall remain due and payable in accordance with the terms of the applicable Service Order.

d. Survival. This Section 20(d) along with Sections 6(d), 6(e), 8, 9, 17, 18, 20, 21, and any sections that by their nature should survive termination will survive termination of this Agreement.

20. Indemnification. Customer will indemnify, defend, and hold harmless OatFi and the OatFi Parties from any claims, damages, losses, liabilities, costs, or expenses (including attorneys’ fees) arising out of or related to: (a) Customer’s use of the Services; (b) Customer’s failure to verify Transaction Insights or reliance on inaccurate data; (c) Customer’s breach of this Agreement; (d) Customer’s violation of law; or (e) Customer’s negligence or intentional or willful misconduct.

21. Miscellaneous

a. Governing Law. This Agreement is governed by the laws of the State of New York, without regard to choice or conflict of law rules thereof. Any disputes under this Agreement shall be brought in the state and federal courts located in New York City, New York.

b. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. You may not assign this Agreement without OatFi’s written consent. OatFi may assign this Agreement upon written notice to you. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section will be void.

c. Independent Contractors. The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.

d. Force Majeure. OatFi will not be liable for any delay or failure to perform its obligation under this Agreement if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or reduction of power or telecommunications or data networks or services, or government act.

e. Export Controls. Each party will comply with all applicable export control laws. Customer represents and warrants that it is not on any government list of prohibited or restricted parties or located in (or a national of) a country subject to a government embargo or that has been designated by the government as a “terrorist supporting” country.

f. Publicity.  Customer agrees that OatFi may refer to Customer’s name and trademarks in OatFi’s marketing materials and website, including but not limited to displaying the Customer’s logo, solely for the purpose of identifying Customer as a customer of OatFi.

g. Amendments; Waivers.  OatFi may update the terms and conditions of this Agreement (which may include changes to Fees and the Term) from time to time with prior notice to Customer. Any other modifications must be in writing and signed by both Parties. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. Waivers must be made in writing and executed by an authorized representative of the waiving party.

h. Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect.

i. Notices. All notices under this Agreement will be in writing and sent to the addresses set forth in the applicable Service Order or account registration, or to such other address as a Party may designate in writing. Notices may be sent by personal delivery, courier, certified mail, or by email with confirmation of receipt, and will be deemed given upon receipt.

j. No Third-Party Rights. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement.

k. Entire Agreement. Except as set forth in the preamble above, this Agreement, together with the OatFi Privacy Policy and any applicable order form, purchase order, subscription agreement, or similar service order that references this Agreement (each a “Service Order”), and the documents incorporated by reference herein or therein, constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements regarding the subject matter hereof. In the event of a conflict between the terms of this Agreement and any Service Order, the terms of the Service Order will control solely with respect to the subject matter of that Service Order.

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