MCA Terms & Conditions US

DROPP LABS, INC.

TERMS AND CONDITIONS OF USE

Effective Date: May 7, 2026

Last Updated: May 7, 2026

These Terms and Conditions (“Terms”) govern your access to and use of the Slate platform (operated in the United States by Dropp Labs, Inc.), services, APIs, and related software (collectively, the “Platform” or “Services”) provided by Dropp Labs, Inc. (“Dropp Labs,” “we,” “us,” or “our”), a Delaware corporation (file no. 10098854). Dropp Labs is the parent of Slate Financial Technologies Inc., the operating entity in Canada.

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

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

1. Definitions

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

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

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

“Documentation” means Dropp Labs’ technical documentation, user guides, and API specifications.

“Merchant” means a small or medium-sized business that (a) is incorporated, registered, or otherwise legally organized under the laws of a U.S. state or territory; (b) maintains an active business bank account at a U.S. financial institution; (c) conducts business operations primarily in the United States; and (d) applies for a Merchant Cash Advance through Platform Partners or directly through Dropp Labs using the Platform.

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

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

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

2. Description of Services

Dropp Labs operates a financial technology platform that provides embedded commercial financing solutions to eligible U.S. businesses.

2.1 Technology Infrastructure

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

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

2.2 Merchant Cash Advances

Dropp Labs, directly or through Capital Provider partners, purchases a portion of a Merchant's future receivables in exchange for an upfront capital payment. Merchant Cash Advances are structured as commercial purchase transactions and are not loans. All MCAs are governed by Master Terms and a Transaction Disclosure Summary (Schedule A) between Dropp Labs and the Merchant, which together set out the purchase price, purchased amount, remittance terms, and other material terms. The Master Terms are available at tryslatehq.com/mca-master-contract.

2.3 Platform Partner Services

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

2.4 Role Clarification

Dropp Labs operates in two capacities:

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

Where Dropp Labs acts as a Capital Provider, the applicable MCA is governed by the Master Terms and Schedule A, which together supersede these Terms with respect to the specific financing transaction.

2.5 Services Not Provided

For clarity, Dropp Labs does not provide and the Platform does not include:

Banking services, deposit accounts, or online banking
Investment management, advisory, or brokerage services
Consumer financing or personal financing through this Platform — consumer services are offered separately under Dropp Labs' Consumer Terms and Conditions
Payment processing services (payments are processed by third-party providers)
Insurance or insurance brokerage services

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

3. Eligibility and Account Registration

3.1 General Eligibility

To use the Platform, you must:

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

3.2 Merchant Eligibility for Merchant Cash Advances

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

The Merchant is a corporation, limited liability company, partnership, sole proprietorship, or other business entity legally organized or registered under the laws of a U.S. state or territory;
The Merchant maintains an active business bank account at a U.S. financial institution;
The Merchant’s primary business operations are conducted in the United States;
The Merchant has a physical business address in the United States (P.O. boxes do not qualify);
The Merchant’s authorized representatives are U.S. residents or otherwise legally authorized to conduct business in the United States, are not the subject of U.S. sanctions, and the Merchant has provided beneficial ownership information consistent with 31 C.F.R. § 1010.230; and
The Merchant meets any additional eligibility criteria specified in the applicable Merchant Cash Advance Agreement.

3.3 Verification

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

Certificate of incorporation or business registration
Government-issued identification for authorized signatories
Business bank account statements
Proof of U.S. business address, IRS Form W-9, and beneficial ownership certification consistent with 31 C.F.R. § 1010.230

3.4 Ineligible Applicants

Dropp Labs does not offer Merchant Cash Advances to:

Individuals or consumers for personal, family, or household purposes
Businesses located outside of the United States; businesses or beneficial owners listed on the OFAC Specially Designated Nationals and Blocked Persons List or located, organized, or resident in a country or territory subject to comprehensive U.S. sanctions
Businesses in prohibited industries as determined by Dropp Labs’ underwriting policies
Businesses that fail to meet Dropp Labs’ creditworthiness or eligibility standards

3.5 Provincial Availability

Merchant Cash Advances are available nationwide in the United States, subject to compliance with applicable state laws (including state commercial financing disclosure laws and state licensing or registration requirements where applicable) and to Dropp Labs’ underwriting and risk policies. Dropp Labs may restrict or pause availability in any state at any time, including where required to comply with applicable law.

3.6 Account Registration

To access the Platform, you must:

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

3.7 Account Responsibility

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

4. Acceptable Use Policy

4.1 Permitted Use

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

4.2 Prohibited Activities

You agree NOT to:

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

4.3 Consequences of Violation

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

5. Fees and Payment

5.1 Platform Fees

Use of the Platform is subject to fees as follows:

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

5.2 Payment Terms

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

5.3 Late Payment

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

5.4 Refunds

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

6. Intellectual Property Rights

6.1 Dropp Labs’ Property

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

6.2 License Grant

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

6.3 User Data

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

6.4 Feedback

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

7. Data Protection and Privacy

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

If you apply for or use our receivables purchase services, additional data practices are described in our unified Privacy Policy at tryslatehq.com/legal/privacy.

7.1 Data Security

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

7.2 Compliance

You are responsible for ensuring your use of the Platform complies with applicable data protection laws, including Title V of the Gramm-Leach-Bliley Act, the California Consumer Privacy Act (as amended), and analogous U.S. state privacy laws where applicable.

7.3 Credit Check Authorization

By submitting an application for a Merchant Cash Advance, you authorize Dropp Labs and its designated agents to: (i) request, obtain, and review personal and business credit reports and scores from TransUnion, Equifax, Experian, and any other consumer or commercial credit reporting agency operating in the United States; (ii) use this credit information to assess the quality and collectability of the receivables being sold to Dropp Labs; (iii) conduct ongoing credit monitoring during the term of any MCA Agreement; and (iv) report information about your account and remittance history to credit bureaus. This authorization does not create a lending relationship between you and Dropp Labs.

Dropp Labs may conduct soft inquiries (which do not affect your credit score) for pre-qualification and ongoing monitoring, and hard inquiries (which may affect your credit score) when processing a formal application for a Merchant Cash Advance. This authorization remains in effect for the duration of any MCA Agreement and for three (3) years from the date of application if no agreement is entered into. You may withdraw this authorization at any time by contacting [email protected], subject to limitations described in the Data Collection and Use Policy.

8. API Usage and Integration

8.1 API License

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

8.2 API Restrictions

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

8.3 API Changes

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

9. Third-Party Services

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

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

10. Disclaimers and Warranties

10.1 AS-IS Basis

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

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

10.2 No Financial Advice

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

10.3 Technology Limitations

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

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

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

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

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

12. Indemnification

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

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

13. Term and Termination

13.1 Term

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

13.2 Termination by You

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

13.3 Termination by Us

We may suspend or terminate your access immediately if:

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

13.4 Effect of Termination

Upon termination:

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

14. Confidentiality

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

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

15. Modifications to Terms

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

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

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

16. Governing Law and Dispute Resolution

16.1 Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles, and applicable U.S. federal law.

16.2 Jurisdiction

You agree to submit to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, for resolution of any disputes arising out of or relating to these Terms.

16.3 Informal Resolution

Before filing any formal dispute, you agree to contact us at [email protected] and attempt to resolve the matter informally for at least 30 days.

16.4 Class Action Waiver

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

16.5 Jury Trial Waiver

EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS.

17. Regulatory Information and Disclosures

17.1 Corporate Information

Dropp Labs, Inc. is a corporation incorporated under the laws of the State of Delaware. Slate Financial Technologies Inc. is a wholly owned subsidiary of Dropp Labs, Inc., incorporated under the laws of British Columbia, Canada, and operates as the Canadian counterpart to Dropp Labs.

BC Incorporation Number: 10098854
Registered Office: 8518 Kings Cove Drive, Salt Lake City, UT 84121
Foreign Qualifications: As of the Effective Date, none. Dropp Labs may register to do business in additional U.S. states as required by applicable law and operational presence.

Canadian Affiliated Entity:

Slate Financial Technologies Inc.

1322 West Broadway St Unit 1006

Vancouver, BC V6H 1H2

Canada

17.2 Merchant Cash Advance Disclosure

Merchant Cash Advances are structured as purchases of future receivables and are not loans. MCAs involve the sale of a portion of a Merchant's future receivables to Dropp Labs in exchange for an upfront payment. The purchased amount, purchase price, and remittance terms are disclosed in the Master Terms (tryslatehq.com/legal/us/mca-terms) and Schedule A prior to acceptance.

17.3 Anti-Money Laundering Compliance

Dropp Labs maintains an Anti-Money Laundering (AML) and Counter-Terrorism Financing (CTF) compliance program in accordance with the Bank Secrecy Act, the USA PATRIOT Act, and the regulations of the Financial Crimes Enforcement Network (FinCEN). As part of our compliance obligations:

We conduct identity verification on all Merchants and their authorized representatives;
We monitor transactions for suspicious activity and file Suspicious Activity Reports (SARs) and Currency Transaction Reports (CTRs) with the Financial Crimes Enforcement Network (FinCEN) as required, and screen Merchants and beneficial owners against the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC);
We maintain records of all transactions and client identification for the periods prescribed by law;
We conduct ongoing due diligence and periodic reviews of business relationships.

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

17.4 Payment Processing

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

Initiate ACH credit entries to your designated U.S. business bank account for disbursement of MCA proceeds;
Initiate ACH debit entries (using the Corporate Credit or Debit (CCD) Standard Entry Class code) from your designated U.S. business bank account for remittance of MCA purchased amounts, in accordance with the Nacha Operating Rules;
Verify your bank account information with your financial institution.

All ACH debit and credit transactions are initiated using the Corporate Credit or Debit (CCD) Standard Entry Class code in accordance with the Nacha Operating Rules and applicable U.S. federal and state law.

17.5 Privacy and Data Protection

Dropp Labs collects, uses, and discloses personal information in accordance with applicable U.S. federal and state privacy laws, including, where applicable, Title V of the Gramm-Leach-Bliley Act and the California Consumer Privacy Act (as amended). See our unified Privacy Policy at tryslatehq.com/legal/privacy for details.

17.6 State Commercial Financing Disclosures

Several U.S. states have enacted commercial financing disclosure laws that require additional pre-acceptance disclosures, registration, or licensing for purchases of receivables from businesses domiciled in those states. Where a Merchant is domiciled or principally operates in a state with such requirements (including, as of the Effective Date, California, New York, Utah, Virginia, Connecticut, Texas, Florida, Georgia, Kansas, Missouri, and Louisiana), Dropp Labs will provide the disclosures required by that state in the form and at the time prescribed by applicable law, in addition to the Master Terms and the Schedule A. State-specific disclosures are made part of the Schedule A or delivered separately at the time of acceptance, as applicable.

18. General Provisions

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

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

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

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

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

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

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

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

Dropp Labs, Inc.

1322 West Broadway St Unit 1006

Salt Lake City, UT 84121

Canada

Email: [email protected]

18.9 Export Control. You agree to comply with all applicable U.S. export control laws and regulations, including the U.S. Export Administration Regulations and sanctions regulations administered by the Office of Foreign Assets Control. You may not use or export the Platform in violation of those laws.

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

Dropp Labs, Inc.

Attention: Compliance Officer

1322 West Broadway St Unit 1006

Salt Lake City, UT 84121

Email: [email protected]

Phone: (778) 653-9468

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

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