Effective Date: 07.29.26 Last Updated: 07.29.26

Frank Inc. ("Frank," "we," "us," or "our")33 Irving Pl, New York, NY, United States, Brooklyn, New York 10003, United States Website: https://www.talktofrank.ai

1. Acceptance of These Terms

These Terms of Service and End User License Agreement (the "Agreement") govern your access to and use of the Frank website at talktofrank.ai, the Frank borrower and applicant portals, the Frank application widget wherever it is embedded, the Frank Card application funnels, any Frank-generated documents or reports, and any related tools, features, content, and services we make available (together, the "Platform").

By creating an account, submitting an application or inquiry, uploading a document, connecting a third-party account, clicking a button indicating acceptance, or otherwise accessing or using the Platform, you agree to be bound by this Agreement. If you do not agree, do not use the Platform.

If you are accepting this Agreement on behalf of a business entity, you represent that you have the authority to bind that entity, and "you" means both you individually and that entity, which are jointly and severally responsible for compliance.

This Agreement contains a binding arbitration provision and a class action waiver in Section 26. Those provisions affect how disputes between you and Frank are resolved. Please read Section 26 carefully.

2. Eligibility

To use the Platform, you must:

a. Be at least 18 years of age and have the legal capacity to enter into a binding contract;

b. Be a resident of, or lawfully present in, the United States;

c. Be a business owner, officer, member, partner, or other person authorized to act on behalf of a business that is organized and operating in the United States;

d. Be seeking financing for business or commercial purposes only, and not for personal, family, or household purposes; and

e. Not be a person or entity barred from receiving services under applicable U.S. law, including any person listed on a list maintained by the U.S. Treasury Department's Office of Foreign Assets Control.

The Platform is not offered to consumers seeking consumer credit. Financing sourced through the Platform is commercial credit and is not subject to the disclosure protections that apply to consumer credit products under the federal Truth in Lending Act. You acknowledge that you understand this distinction.

Frank operates exclusively in the United States. Frank is not affiliated with, endorsed by, or connected to the United Kingdom's "Talk to Frank" drug information service at talktofrank.com or any government body of the United Kingdom.

3. What Frank Is, and What Frank Is Not

Frank is a technology platform and financing intermediary. Frank collects information about your business, organizes it into a lender-ready application package, and presents that package to banks, funds, and other financing providers in our network (each a "Lender") that we believe may be a fit.

Frank is not a bank, and Frank is not a lender. Frank does not make loans, does not extend credit, does not issue credit cards, does not take deposits, and does not commit anyone else's capital. Every credit decision is made solely by the Lender or issuing bank, applying its own criteria, and is documented in a separate agreement directly between you and that Lender.

Frank does not guarantee any outcome. Nothing on the Platform is an offer, commitment, approval, pre-approval, or promise of credit. Frank does not guarantee that you will receive any offer, that you will receive a particular amount, rate, term, or fee structure, that any offer will remain available, or that any application will be processed within any particular timeframe. Indicative amounts, ranges, and estimates shown on the Platform, including the range of $10,000 to $5,000,000, describe the financing our Lender network provides generally and say nothing about what you specifically will be offered.

Frank does not act as your fiduciary, agent, attorney, accountant, or financial advisor. Frank owes you no fiduciary duty, no duty of loyalty, and no duty to seek out the single best available financing terms in the market. Frank presents your application to Lenders in its network only, and other financing may be available elsewhere on better terms.

Frank does not provide legal, tax, accounting, investment, or financial advice. Information, analysis, scores, matches, recommendations, checklists, and generated documents produced by the Platform are informational only. You should consult your own attorney, accountant, and financial advisor before signing any financing document or making any borrowing decision.

Licensing.

4. How Frank Is Compensated

Frank does not charge borrowers a fee to use the Platform, to submit an application, or to receive offers. Frank is compensated by Lenders, typically as a fee or commission paid by the Lender on a funded transaction.

You acknowledge the conflict of interest this creates. Because Frank is paid by Lenders, and because compensation may differ from Lender to Lender and from product to product, Frank has a financial incentive that may not align perfectly with your interests. Frank does not represent that its matching, ordering, ranking, or presentation of Lenders and offers is neutral as to Frank's own compensation, or that the Lenders presented to you are the only or best options available in the market.

Lender compensation paid to Frank may be reflected in the pricing of the financing you receive. You are entitled to ask any Lender directly about all costs and fees associated with its offer, and you should do so before signing.

Frank reserves the right to introduce fee-bearing products or premium features in the future. Frank will not charge you a fee without disclosing it to you and obtaining your agreement to it before the charge is made.

5. Accounts and Security

You must provide accurate, current, and complete information when you register, and keep it updated. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account, whether or not you authorized it.

Notify us immediately at applications@talktofrank.ai if you believe your account has been accessed without authorization.

You may not share your account, sell or transfer it, allow another person to use it, create an account on behalf of someone else without their authorization, or create an account using a false identity or a business you are not authorized to represent.

We may refuse, suspend, or cancel any account at our discretion, including where we suspect fraud, misrepresentation, or violation of this Agreement.

6. License to Use the Platform

Subject to your continuing compliance with this Agreement, Frank grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform, and to view, download, and print documents Frank generates for you, solely for the internal business purposes of the business on whose behalf you are using the Platform.

This is a license to use a service. It is not a sale. Frank and its licensors retain all right, title, and interest in and to the Platform, and no rights are granted to you other than those expressly stated in this Agreement.

This license terminates automatically when your right to use the Platform ends under Section 23.

7. Restrictions on Use

You will not, and will not permit anyone else to:

a. Copy, modify, adapt, translate, or create derivative works of the Platform or any part of it;

b. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, structure, scoring models, weightings, or organization of the Platform, except to the limited extent this restriction is unenforceable under applicable law;

c. Rent, lease, lend, sell, sublicense, assign, distribute, publish, host, or otherwise commercially exploit the Platform, or make it available to any third party, other than as expressly permitted under Section 9;

d. Use any robot, spider, scraper, crawler, headless browser, or other automated means to access the Platform, extract data from it, or create a collection or database from its contents, including the Lender information, matching logic, document checklists, and question sets;

e. Circumvent, disable, or interfere with any security, authentication, rate limiting, or access control feature of the Platform, or probe or scan the Platform for vulnerabilities;

f. Access the Platform to build, train, or improve a competing product or service, to benchmark it competitively, or to extract commercial intelligence about Frank's Lender network, underwriting logic, or pricing;

g. Use the Platform to submit information you know or should know to be false, misleading, incomplete, or fraudulent, or to impersonate any person or entity;

h. Upload or transmit any virus, malware, or other harmful code, or any content that is unlawful, infringing, defamatory, or that you do not have the right to share;

i. Use the Platform in violation of any applicable federal, state, or local law, including anti-money-laundering, sanctions, fair lending, privacy, and securities laws;

j. Remove, obscure, or alter any copyright, trademark, or other proprietary notice; or

k. Use the Platform for any purpose other than evaluating and pursuing financing for your own business, or for a business you are authorized to represent.

8. Your Content and Your Accuracy Obligations

Your Content. "Your Content" means everything you submit, upload, enter, or transmit through the Platform, including application answers, chat messages, tax returns, bank statements, financial statements, identification documents, business records, and data pulled from third-party accounts you connect.

License to Frank. You grant Frank a worldwide, royalty-free, non-exclusive license to host, store, reproduce, process, analyze, adapt, format, excerpt, and transmit Your Content for the purposes of operating the Platform, preparing your application package, sharing it with Lenders and service providers as described in Section 15 and in our Privacy Policy, complying with law, and improving and securing the Platform. This license lasts as long as we retain Your Content and survives termination to the extent needed for those purposes and for our legal and record keeping obligations.

You retain ownership of Your Content. Frank does not claim ownership of your business records.

Your representations. You represent and warrant, for each item of Your Content, that:

a. It is true, accurate, and complete in all material respects, and not misleading by omission;

b. You have the right to provide it to Frank and to authorize Frank to share it with Lenders and service providers, including where it contains information about other owners, guarantors, employees, or third parties;

c. Where it contains personal information about another person, including a co-owner, spouse, or guarantor, you have obtained that person's consent to its collection, use, and disclosure as described in this Agreement and our Privacy Policy; and

d. It does not infringe or violate the rights of any third party.

You are responsible for what is submitted to a Lender. Frank may assemble, format, summarize, and transmit your application package, but you remain solely responsible for the accuracy and completeness of everything submitted to any Lender, government agency, or guarantor in your name or on your behalf, including anything Frank prepared in draft for you. You must review each document before it is signed or submitted.

Federal false statement warning. Applications for financing guaranteed by the U.S. Small Business Administration, and applications submitted to federally insured financial institutions, are subject to federal criminal law. Knowingly making a false statement or a material omission in such an application, or on any related form, can be a federal crime punishable by fine, imprisonment, or both, including under 18 U.S.C. § 1001, 18 U.S.C. § 1014, and 18 U.S.C. § 1040. You confirm that you understand this and that you will not submit or authorize the submission of any statement you know to be untrue.

9. Partner Widget and Embedded Tools

If Frank provides you with an embeddable widget, referral link, iframe, or similar tool to make the Frank application flow available to your own customers or audience (each an "Embed"), the following additional terms apply:

a. Frank grants you a limited, non-exclusive, non-transferable, revocable license to display the Embed on web properties you own or control, unmodified, for the purpose of referring prospective applicants to Frank;

b. You will not alter the Embed's appearance, behavior, disclosures, or code, wrap it in a way that obscures that Frank is the operator, or present it as your own product;

c. You will not make any representation about Frank, about financing availability, or about likely rates, amounts, or approval odds that is inconsistent with the Platform's own disclosures;

d. You will comply with all laws applicable to your promotion of the Embed, including advertising, endorsement, disclosure, and privacy laws, and with any additional written program terms Frank provides;

e. Any referral compensation is governed by a separate written agreement. Absent such an agreement, no compensation is owed; and

f. Frank may modify, suspend, or withdraw any Embed, and may terminate your license to it, at any time and for any reason.

10. Automated Processing, Scoring, and AI-Generated Content

Automated processing. The Platform uses automated logic, statistical models, and artificial intelligence to classify your documents, extract and normalize data, score applications, prioritize follow-up, and match your profile against Lender criteria. These outputs are internal tools used to route and prepare your application. They are not credit decisions and they are not adverse action notices. Frank does not decide whether you receive credit.

AI-generated drafts. The Platform generates draft documents, including business plans, financial projections, company overviews, debt schedules, use-of-proceeds statements, management biographies, personal financial statements, affiliate worksheets, and pre-filled government forms such as SBA Form 1919. Every such document is a draft prepared from information you supplied, and:

a. It may contain errors, omissions, outdated figures, incorrect inferences, or language that does not reflect your actual circumstances;

b. It is not legal, tax, accounting, or financial advice, and no attorney-client, accountant-client, or advisory relationship is created by its production;

c. You must read it in full, correct it, and satisfy yourself that it is accurate and complete before signing it, submitting it, or allowing it to be submitted; and

d. Once you sign or approve it, it is your statement, not Frank's, and you are responsible for it.

No reliance. Frank makes no representation that any generated document meets the requirements of any Lender, the Small Business Administration, any other government agency, or any applicable law or accounting standard.

11. Credit Reports and Verification Authorization

By submitting an application or inquiry through the Platform, you authorize the following.

a. Soft inquiry. Frank, and service providers acting on Frank's behalf, may obtain business credit reports about your business and may obtain information about you personally by means of a soft inquiry that does not affect your personal credit score, for the purpose of evaluating which Lenders may be a fit;

b. Lender inquiries, including hard pulls. Lenders to whom your application is presented may, subject to their own authorizations and applicable law, obtain consumer reports, business credit reports, and other information about you and your business. A Lender's inquiry may be a hard inquiry that appears on your personal credit report and may affect your personal credit score. Frank does not control whether or when a Lender does this;

c. Verification. Frank and its service providers may verify the information you provide by obtaining and reviewing public records and third-party data, including business registration records, tax identification and Employer Identification Number records, bankruptcy filings, judgments, liens, licensing records, and sanctions and watchlist screening; and

d. Ongoing use. These authorizations continue for as long as your account is active and for such additional period as is reasonably necessary to complete a pending transaction or to comply with law.

You may withdraw these authorizations for future inquiries by contacting us at applications@talktofrank.ai but withdrawal may make it impossible for Frank to continue assisting you, and it does not affect inquiries already made or information already shared.

12. Third-Party Account Connections

The Platform lets you connect third-party accounts, including accounting systems such as QuickBooks, banking and payments data providers, booking and scheduling systems, calendar and email accounts, and professional network accounts such as LinkedIn (each a "Connected Account").

When you connect a Connected Account, you:

a. Represent that you are authorized to grant access to it and to the data in it;

b. Authorize Frank and its service providers to access, retrieve, store, and process data from it, within the scope of the permissions you approve, for the purposes described in Section 8 and our Privacy Policy; and

c. Acknowledge that your use of the third-party service remains governed by your agreement with that provider, that Frank does not control that provider, and that Frank is not responsible for that provider's acts, omissions, availability, security, accuracy, or fees.

You may disconnect a Connected Account at any time through the Platform. Disconnecting stops future retrieval. It does not delete data already retrieved, which is retained and deleted in accordance with our Privacy Policy and our legal obligations.

13. Electronic Records, Signatures, and Consent (E-SIGN)

You consent to transact with Frank electronically. Specifically, you agree that:

a. Frank may provide this Agreement, our Privacy Policy, disclosures, notices, and other communications to you electronically, by posting them on the Platform or sending them to the email address associated with your account;

b. Your electronic signature, including clicking a button labeled to indicate acceptance, typing your name, or signing through an electronic signature service such as DocuSign, has the same legal effect as a handwritten signature and creates a valid, binding, enforceable agreement; and

c. Electronic records of your agreements and submissions satisfy any requirement that records be retained in writing, and may be used as evidence.

Hardware and software you need. To access and retain electronic records, you need a device with internet access, a current web browser, an active email account, and the ability to view and save PDF files.

Withdrawing consent. You may withdraw your consent to electronic records by contacting us at applications@talktofrank.ai. Withdrawal takes effect only after we have a reasonable opportunity to act on it, and because the Platform operates electronically, withdrawal means you can no longer use the Platform. You may request a paper copy of any record we provided electronically by contacting us; we may charge a reasonable fee for this, which we will tell you about before charging.

Keeping your address current. You are responsible for keeping a working email address on file with us. Notices sent to the address on file are effective when sent.

14. Communications Consent, Including Calls and Text Messages

By providing a telephone number to Frank, including a mobile number, you agree that Frank, its affiliates, its service providers, and Lenders to whom your application is presented may contact you at that number about your application, your account, and your relationship with Frank, including by:

a. Live agent calls; b. Prerecorded or artificial voice messages; c. Automatic telephone dialing systems; and d. SMS and MMS text messages.

This consent is not a condition of receiving financing or of any purchase. Message and data rates may apply. Message frequency varies.

How to stop. Reply STOP to any text message to stop texts. Ask any caller to place you on their internal do-not-call list to stop calls. Use the unsubscribe link in any marketing email to stop marketing email. You may also contact us at applications@talktofrank.ai. Opting out of marketing does not stop transactional and service messages about an active application or account.

Recording. Calls with Frank may be monitored or recorded for quality, training, and recordkeeping purposes. Where required by law, you will be notified at the start of the call and may decline.

15. Data Sharing, Privacy, and Confidentiality of Your Information

Our collection, use, and disclosure of information is described in our Privacy Policy at [INSERT PRIVACY POLICY URL], which is incorporated into this Agreement by reference.

You specifically understand and agree that, to provide the service you are asking for, Frank will share Your Content, including sensitive financial and identification documents, with:

a. Lenders and prospective Lenders, and their agents, in order to seek financing for you; b. Service providers that host, process, analyze, transmit, or secure data on Frank's behalf; c. Professional advisors, auditors, and insurers, under duties of confidentiality; d. Government agencies and guarantors where a program requires it, including the Small Business Administration; e. A counterparty in a merger, acquisition, financing, or sale of assets involving Frank, subject to confidentiality; and f. Any person where required by law, subpoena, or legal process, or to investigate suspected fraud or protect the rights and safety of Frank or others.

Once information reaches a Lender, that Lender's own privacy policy and practices govern it. Frank does not control what Lenders do with information you have authorized us to send them.

Data retention. Frank retains Your Content for as long as needed to provide the service and to satisfy legal, regulatory, audit, and recordkeeping requirements, which for lending records may be several years after your last activity. Details are in our Privacy Policy.

Security. Frank uses commercially reasonable administrative, technical, and physical safeguards to protect Your Content. No system is perfectly secure, and Frank does not warrant that Your Content cannot be accessed without authorization.

Your privacy rights. Depending on where you live, you may have rights to access, correct, delete, or restrict the use of personal information about you, and rights regarding automated decision-making. Our Privacy Policy explains those rights and how to exercise them.

16. Frank Card and Other Programs

Frank may offer or promote products in addition to loan sourcing, including a business card product and a founding member program (together, "Additional Programs"). The following apply to Additional Programs:

a. Frank is not the issuer. Any card is issued by a bank or licensed issuer, not by Frank. Your card account is governed by a separate cardholder agreement between you and the issuer, which controls in the event of any conflict with this Agreement;

b. No guarantee of approval. Submitting a card application, completing a know-your-business review, joining a waitlist, or holding a founding member number does not approve you for anything, does not reserve credit, and does not obligate Frank or any issuer to extend an offer;

c. Founding member status. Any member number, cohort size, position in a queue, or founding benefit is a marketing designation offered at Frank's discretion. Frank may change, reduce, extend, or discontinue any founding benefit or cohort limit at any time, and any specific number, benefit, or timeline described in marketing material is a description of Frank's current intention and not a contractual commitment.

d. Separate authorizations. Additional Programs may require additional authorizations, including additional credit inquiries and know-your-business or know-your-customer verification. Those authorizations are given where they are presented, and this Agreement does not substitute for them.

17. Intellectual Property

The Platform, and all software, code, models, scoring logic, question sets, document templates, checklists, Lender data compilations, text, graphics, design, user interfaces, and other content in it, together with all intellectual property rights in them, are owned by Frank or its licensors and are protected by United States and international copyright, trademark, trade secret, and other laws.

"Frank," the Frank logo, the Frank mark, and talktofrank.ai are trademarks or service marks of Frank Inc. You may not use them without our prior written permission, except that a partner operating an Embed under Section 9 may use them as Frank directs, for the term of that arrangement only.

All rights not expressly granted to you in this Agreement are reserved by Frank.

18. Feedback

If you send us ideas, suggestions, bug reports, or other feedback about the Platform, you grant Frank a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use it for any purpose without restriction, attribution, or compensation. Feedback is not confidential, and you should not send us anything you want to keep confidential or that you want to be paid for.

19. Third-Party Services, Content, and Links

The Platform may contain links to, or integrations with, websites, services, and content operated by third parties, including Lenders, data providers, electronic signature services, scheduling services, and accounting platforms. Frank does not control them, does not endorse them, and is not responsible for them, their content, their availability, their security, their fees, or their treatment of your information. Your dealings with any third party are solely between you and that third party.

20. Confidentiality of Frank's Information

In the course of using the Platform you may receive non-public information belonging to Frank or its Lenders, including Lender criteria and appetite, pricing and program details, indicative terms, scoring logic, and unreleased features. You will keep that information confidential, use it only to evaluate and pursue financing for your own business, and not disclose it to any third party other than your own professional advisors, who must be bound by comparable confidentiality obligations. This obligation survives termination and continues for so long as the information remains non-public.

21. Beta and Preview Features

Frank may make features available that are labeled beta, preview, early access, experimental, or similar. Those features are provided for evaluation, may be changed or withdrawn without notice, may not work as described, may produce inaccurate output, and are provided as is without any warranty or support commitment. Frank's aggregate liability arising from a beta or preview feature is limited to one hundred United States dollars ($100).

22. Changes to the Platform and to This Agreement

Frank may modify, suspend, or discontinue any part of the Platform at any time, with or without notice.

Frank may also revise this Agreement. If a revision is material, we will provide notice by posting the updated Agreement on the Platform with a new "Last Updated" date and, where we consider it appropriate, by email to the address on file. Revisions take effect on the date stated in the updated Agreement. Your continued use of the Platform after that date constitutes acceptance. If you do not agree to a revision, stop using the Platform and close your account.

Changes to Section 26 (Dispute Resolution) apply only to disputes arising after the effective date of the change.

23. Term, Suspension, and Termination

This Agreement applies from your first use of the Platform until terminated.

By you. You may stop using the Platform at any time and may request closure of your account by contacting applications@talktofrank.ai

By Frank. Frank may suspend or terminate your access, in whole or in part, at any time, with or without notice, including where we believe you have violated this Agreement, where we suspect fraud, misrepresentation, or unlawful activity, where required by law or by a Lender or service provider, or where we discontinue the Platform.

Effect of termination. On termination, your license under Sections 6 and 9 ends immediately and you must stop using the Platform, including any Embed. Applications already submitted to a Lender, and the Lender's own processes, are not automatically withdrawn by termination; you must deal with the Lender directly. Frank may retain Your Content as described in Section 15.

Survival. Sections 3, 4, 8, 10, 15, 17, 18, 20, 23, 24, 25, 26, 27, and 28 survive termination, together with any other provision that by its nature should survive.

24. Disclaimers

THE PLATFORM, INCLUDING ALL CONTENT, ANALYSIS, SCORES, MATCHES, AND GENERATED DOCUMENTS, IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY.

TO THE FULLEST EXTENT PERMITTED BY LAW, FRANK DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, FRANK DOES NOT WARRANT THAT:

a. YOU WILL RECEIVE ANY FINANCING OFFER, OR ANY PARTICULAR AMOUNT, RATE, TERM, OR FEE STRUCTURE; b. ANY LENDER WILL APPROVE, FUND, OR HONOR ANY APPLICATION OR OFFER; c. ANY INFORMATION, SCORE, MATCH, ESTIMATE, OR GENERATED DOCUMENT IS ACCURATE, COMPLETE, CURRENT, OR SUITABLE FOR ANY PURPOSE, INCLUDING SUBMISSION TO A LENDER OR A GOVERNMENT AGENCY; d. THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED; OR e. THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM FRANK OR THROUGH THE PLATFORM, CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. TO THE EXTENT THOSE LAWS APPLY TO YOU, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY, AND THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED.

25. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW:

a. Exclusion of certain damages. FRANK, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST OPPORTUNITY, LOST FINANCING, LOST GOODWILL, INCREASED COST OF CAPITAL, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT FRANK WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

b. Cap on liability. FRANK'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM WILL NOT EXCEED THE GREATER OF (i) THE TOTAL AMOUNT YOU PAID FRANK IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (ii) ONE HUNDRED UNITED STATES DOLLARS ($100). YOU ACKNOWLEDGE THAT THE PLATFORM IS PROVIDED TO YOU AT NO CHARGE AND THAT, ABSENT PAYMENTS BY YOU, THIS CAP IS ONE HUNDRED UNITED STATES DOLLARS.

c. Lenders and third parties. FRANK IS NOT LIABLE FOR THE ACTS, OMISSIONS, DECISIONS, PRICING, CONDUCT, DISCLOSURES, OR DATA PRACTICES OF ANY LENDER, ISSUER, BROKER, SERVICE PROVIDER, OR OTHER THIRD PARTY, OR FOR ANY FINANCING AGREEMENT YOU ENTER INTO WITH ANY OF THEM.

d. Basis of the bargain. YOU ACKNOWLEDGE THAT THE DISCLAIMERS IN SECTION 24 AND THE LIMITATIONS IN THIS SECTION 25 ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND FRANK, THAT FRANK WOULD NOT PROVIDE THE PLATFORM WITHOUT THEM, AND THAT THEY APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

e. Exceptions. NOTHING IN THIS AGREEMENT LIMITS LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE WHERE SUCH LIMITATION IS PROHIBITED.

26. Dispute Resolution, Arbitration, and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY DECIDE YOUR CLAIMS.

a. Informal resolution first. Before starting an arbitration or a lawsuit, you agree to try to resolve the dispute informally. Send a written notice to [INSERT LEGAL NOTICE EMAIL AND MAILING ADDRESS] describing the dispute, the relief you want, and how you calculated it. Frank will do the same for any dispute it has with you. Both sides agree to negotiate in good faith for sixty (60) days from receipt of the notice. This step is a precondition to starting arbitration.

b. Binding arbitration. If informal resolution fails, any dispute, claim, or controversy arising out of or relating to this Agreement, the Platform, or your relationship with Frank, including its formation, interpretation, breach, termination, validity, or enforceability, will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect, rather than in court.

c. Arbitration procedure. The arbitration will be conducted by a single arbitrator. The seat and location of arbitration will be New York, New York, except that the arbitrator may conduct hearings by telephone or videoconference. The arbitrator will have authority to award any relief a court could award on an individual basis, and the arbitrator's award may be entered as a judgment in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this Section.

d. Fees. Each party bears its own attorneys' fees and costs, and the parties share administrative and arbitrator fees in accordance with the applicable AAA rules, except that the arbitrator may reallocate fees and costs where authorized by law or by the rules, including on a finding that a claim or defense was frivolous.

e. CLASS ACTION AND COLLECTIVE RELIEF WAIVER. YOU AND FRANK AGREE TO BRING CLAIMS AGAINST EACH OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MORE THAN ONE PERSON AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. IF THIS SUBSECTION IS FOUND UNENFORCEABLE AS TO A PARTICULAR CLAIM OR REQUEST FOR RELIEF, THAT CLAIM OR REQUEST WILL BE SEVERED AND HEARD IN COURT, AND THE REMAINDER OF THIS SECTION 26 WILL CONTINUE TO APPLY TO ALL OTHER CLAIMS.

f. JURY TRIAL WAIVER. TO THE EXTENT ANY DISPUTE PROCEEDS IN COURT RATHER THAN ARBITRATION, YOU AND FRANK EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY.

g. Carve-outs. Either party may (i) bring an individual claim in a small claims court of competent jurisdiction, and (ii) seek temporary or preliminary injunctive relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual property rights or confidential information, without first complying with subsections (a) through (c).

h. Your right to opt out of arbitration. You may reject this arbitration agreement by sending written notice to [INSERT LEGAL NOTICE EMAIL AND MAILING ADDRESS] within thirty (30) days after you first accept this Agreement. The notice must include your name, the name of your business, the email address on your account, and a clear statement that you reject arbitration. A timely opt-out means disputes will be resolved in court under Section 27; it does not affect subsections (e) or (f), which continue to apply. Opting out will not otherwise affect your use of the Platform.

i. Survival. This Section 26 survives termination of this Agreement and closure of your account.

[REVIEW NOTE FOR COUNSEL: confirm the desired posture on mass-arbitration protections, batching, a fee-shifting provision, and whether a thirty-day opt-out is wanted at all. Confirm enforceability against sole proprietors, who may be treated as consumers in some settings notwithstanding the commercial-purpose representation in Section 2.]

27. Governing Law and Venue

This Agreement, and any dispute arising out of or relating to it or to the Platform, is governed by the laws of the State of New York and the applicable federal laws of the United States, without regard to conflict-of-laws principles that would apply the law of another jurisdiction.

Subject to Section 26, the state and federal courts located in Kings County, New York, and the United States District Court for the Eastern District of New York, have exclusive jurisdiction and venue over any dispute not subject to arbitration. You and Frank each consent to the personal jurisdiction of those courts and waive any objection based on venue or inconvenient forum.

28. General Provisions

a. Entire agreement. This Agreement, together with our Privacy Policy and any additional written terms Frank presents for a specific program or feature, is the entire agreement between you and Frank regarding the Platform, and supersedes all prior or contemporaneous understandings on that subject.

b. Order of precedence. If there is a conflict, program-specific written terms control over this Agreement as to that program, an issuer's or Lender's own agreement controls as to the product it governs, and otherwise this Agreement controls over the Privacy Policy except on matters of privacy practice.

c. No third-party beneficiaries. This Agreement creates no rights in any person other than you and Frank, except that Frank's affiliates, officers, directors, employees, agents, and licensors may enforce Sections 24 and 25.

d. Assignment. You may not assign or transfer this Agreement, by operation of law or otherwise, without Frank's prior written consent. Frank may assign this Agreement freely, including in connection with a merger, acquisition, reorganization, or sale of assets.

e. Severability. If any provision of this Agreement is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions will remain in full force.

f. No waiver. Frank's failure to enforce any provision is not a waiver of its right to do so later. A waiver is effective only if in writing and signed by an authorized representative of Frank.

g. Force majeure. Neither party is liable for a failure or delay in performance caused by an event beyond its reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, epidemic, labor disruption, utility or telecommunications failure, failure of a third-party provider, cyberattack, or government action. This does not excuse a payment obligation.

h. Relationship. You and Frank are independent parties. This Agreement creates no partnership, joint venture, employment, franchise, or agency relationship, and neither party may bind the other.

i. Notices. Frank may give notice by email to the address on your account, by posting on the Platform, or by mail to an address you have provided. You must give notice to Frank at [INSERT LEGAL NOTICE EMAIL AND MAILING ADDRESS]. Notice is effective on receipt, and email notice is deemed received on the day it is sent absent a bounce.

j. Headings. Headings are for convenience only and do not affect interpretation.

k. Interpretation. "Including" means "including without limitation." The rule that ambiguities are construed against the drafter does not apply to this Agreement.

l. Export and sanctions. You represent that you are not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive United States sanctions, and that you are not a person with whom United States persons are prohibited from dealing.

m. Language. This Agreement is drafted in English. Any translation is provided for convenience only, and the English version controls.