Last Updated: October 22, 2021

Figure Equity Solutions Terms

Thank you for your interest in the Figure Equity Solutions (formerly Adnales) cap table management product and related services (collectively, “FES”). FES is being offered by Figure Technologies, Inc. and its affiliates (collectively, “Figure,” “we,” and/or “us”). By using FES, you agree to be legally bound by the General Terms of Service and these specific product terms and conditions (these “FES Terms”). Capitalized terms used in these FES Terms of Service and not otherwise defined have the meanings given to them in the General Terms of Service. To the extent that there is a conflict between the General Terms of Service and the provisions of these FES Terms, these FES Terms will control.

PLEASE READ THE FOLLOWING TERMS CAREFULLY:

1. Figure Equity Solutions Overview. FES provides companies (a “Company”) and their authorized end users, including a Company’s employees, consultants, contractors, agents, or shareholders, or third parties with which a Company transacts business, certain services related to capitalization table management. If you are accessing FES as a shareholder or other authorized end user of a Company, then your use of FES is also subject to the terms of the Master Subscription Agreement between Figure and the Company (the “MSA”). To the extent that the MSA expressly supersedes these FES Terms, the General Terms of Service, or sets forth conflicting terms and conditions regarding authorized end users’ access and use of FES, then the terms and conditions of the MSA will control.

2. DISCLAIMERS. WITHOUT LIMITING THE DISCLAIMERS SET FORTH IN SECTION 12 OF THE GENERAL TERMS OF SERVICE, YOU ACKNOWLEDGE AND AGREE ON BEHALF OF YOURSELF AND, IF YOU ARE A COMPANY, YOUR DIRECTORS, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS AND OTHER AGENTS (YOUR “HIRED PARTIES”) THAT BY PROVIDING FES, FIGURE IS NOT WARRANTING TO OR OTHERWISE GUARANTEEING THE COMPLIANCE OF ANY THIRD-PARTY SELLER WITH ANY APPLICABLE LAWS. YOU REPRESENT, WARRANT AND COVENANT TO FIGURE, ON BEHALF OF YOURSELF AND, IF YOU ARE A COMPANY, YOUR HIRED PARTIES, THAT AT ALL TIMES, IN USING FES AND YOUR ACCOUNT: (A) YOU WILL, AND WILL CAUSE YOUR HIRED PARTIES TO, COMPLY WITH ALL APPLICABLE LAWS; AND (B) YOU WILL, UPON FIGURE’S REQUEST, REASONABLY COOPERATE WITH FIGURE AND PROMPTLY PROVIDE FIGURE WITH ANY MATERIALS REASONABLY REQUIRED BY FIGURE TO ENABLE FIGURE TO PROVIDE FES AND OTHERWISE FULFILL ITS OBLIGATIONS AND RESPONSIBILITIES UNDER THESE FES TERMS AND TO ENABLE FIGURE AND ITS THIRD-PARTY SERVICE PROVIDERS AND PARTNERS TO COMPLY WITH APPLICABLE LAWS.

3. Modifications

       (a)        Modification of FES Terms. We may, from time to time, change these FES Terms. Please check these FES Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will, unless otherwise stated, be effective 30 days after posting or notice to you of the revisions. If a change to these FES Terms materially modifies your rights or obligations, we may require that you accept the modified FES Terms in order to continue to use FES. If you do not agree to the modified terms, you should remove your Account and discontinue your use of FES. Except as expressly permitted in this Section 3, these FES Terms may be amended only by a written agreement signed by authorized representatives of the parties to these FES Terms.

       (b)        Modification of FES. Figure reserves the right to modify or discontinue FES at any time (including by limiting or discontinuing certain features of FES), temporarily or permanently, without notice to you. Figure will have no liability for any change to FES or any suspension or termination of your access to or use of FES. Figure also reserves the right to make software updates to FES and make those updates available to you. If Figure makes any software update to FES available to you, you agree to install the update in order to continue using FES. Any software update to FES may be subject to additional terms and conditions made known to you at the time any such update is made available to you.

4. Term and Termination. These FES Terms will be effective upon the earlier of your acceptance of these FES Terms or use of FES and will continue until terminated. If you violate any provision of these FES Terms, your authorization to access FES and these FES Terms automatically terminate. In addition, Figure may, at its sole discretion, terminate these FES Terms or your Account, or suspend or terminate your access to FES, at any time for any reason or no reason, with or without notice. Upon termination of these FES Terms: (a) your license rights will terminate and you must immediately cease all use of FES; (b) you will no longer be authorized to access your Account or FES; (c) you must pay Figure any unpaid amount that was due prior to termination; and (d) Sections 2 and 4 will survive.