Terms of Service

1Acceptance of Terms

Welcome to Topheritage Finance. These Terms of Service ("Terms," "Agreement") constitute a legally binding contract between you ("User," "you," or "your") and Topheritage Finance, Inc. ("Topheritage Finance," "we," "us," or "our"), a corporation incorporated under the laws of the State of Delaware, United States. By accessing, browsing, or using any part of the Topheritage Finance platform — including our website, mobile applications, APIs, and all associated services (collectively, the "Services") — you expressly acknowledge that you have read, understood, and agree to be legally bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

If you do not agree with any part of these Terms, you must immediately discontinue your access to and use of the Services. Your continued use of the Services after any modification to these Terms constitutes your acceptance of the modified Terms. Topheritage Finance reserves the right to update these Terms at any time in its sole discretion, subject to applicable notice requirements described in Section 13.

These Terms apply to all visitors, users, and customers who access the Services. Additional terms and conditions may apply to specific products or features, and in the event of a conflict, the more specific terms will govern. Topheritage Finance's Services are intended solely for lawful personal and business banking purposes in jurisdictions where such services are permitted under applicable law.

2Eligibility and Account Registration

To open a Topheritage Finance account and access our Services, you must meet the following eligibility requirements. You must be at least eighteen (18) years of age, or the age of majority in your jurisdiction of residence, whichever is greater. You must be a natural person (individual), a duly organized business entity, or a legal representative acting on behalf of such an entity with authority to bind it to these Terms. Residents of certain countries or territories that are subject to U.S. sanctions or where Topheritage Finance does not currently operate are not eligible to register.

During registration, you agree to provide accurate, current, and complete information about yourself as prompted by our Know Your Customer ("KYC") onboarding process. This includes, but is not limited to, your full legal name, date of birth, residential address, government-issued identification number, valid photo identification, and proof of address. Topheritage Finance is required by federal law — including the Bank Secrecy Act, the USA PATRIOT Act, and applicable anti-money laundering ("AML") regulations — to collect and verify this information before activating your account.

• Each individual or entity may maintain only one (1) primary Topheritage Finance account unless written permission is granted by Topheritage Finance.
• You are responsible for maintaining the accuracy of your account information and must promptly update any changes.
• Topheritage Finance reserves the right to refuse account opening, request additional documentation, or close accounts that fail identity verification.
• Joint accounts are available for qualifying individuals and are subject to additional terms provided at the time of application.

You represent and warrant that all information you provide to Topheritage Finance is truthful, accurate, and complete. Providing false, misleading, or fraudulent information is a violation of these Terms and may constitute a criminal offense under applicable federal and state law.

3Banking Services and Accounts

Topheritage Finance offers a suite of digital banking products, including but not limited to: checking accounts, savings accounts, high-yield savings accounts, business accounts, joint accounts, and custodial accounts for minors (subject to separate terms). All deposit accounts are held in FDIC member institutions and are insured up to $250,000 per depositor, per insured bank, for each account ownership category, in accordance with applicable FDIC regulations.

Account holders are entitled to perform transactions including deposits, withdrawals, peer-to-peer transfers, domestic and international wire transfers, ACH transfers, bill payments, currency exchanges, and purchases using Topheritage Finance-issued debit or credit cards. Specific transaction capabilities and limits may vary depending on your account type, verification level, and applicable regulatory requirements in your jurisdiction.

Account dormancy rules apply when an account has had no customer-initiated activity for a period of twelve (12) consecutive months. Topheritage Finance will notify you via your registered email address before treating your account as dormant. After three (3) years of inactivity following dormancy classification, your account balance may be subject to state escheatment laws and remitted to the applicable state authority.

4Electronic Transfers and Payments

Topheritage Finance facilitates a variety of electronic fund transfer ("EFT") mechanisms, including Automated Clearing House ("ACH") transfers, domestic and international wire transfers, real-time payment rails, peer-to-peer payments, and international remittances through correspondent banking networks. All electronic transfers are subject to review by Topheritage Finance's compliance and fraud prevention systems. Topheritage Finance reserves the right to delay, hold, block, or reverse any transaction that it reasonably believes may be fraudulent, unauthorized, or in violation of applicable law.

Transaction limits are established to comply with regulatory requirements and manage risk. Standard limits are as follows: domestic transfers are capped at $50,000 per business day for individual accounts and $250,000 per business day for verified business accounts; international wire transfers are capped at $25,000 per business day. Limits may be temporarily reduced based on account risk assessments or at the request of regulatory authorities.

Processing times vary by transfer type. ACH transfers to external accounts typically settle within one (1) to three (3) business days. Domestic wire transfers submitted before 3:00 PM Eastern Time on a business day are generally processed the same day. International wire transfers typically take two (2) to five (5) business days.

5Fees and Charges

Topheritage Finance is committed to transparent, customer-friendly pricing. Our standard account has no monthly maintenance fee when you maintain a qualifying direct deposit of $500 or more per month, maintain a minimum daily balance of $1,000, or are enrolled in an eligible Topheritage Finance premium plan. In the absence of qualifying activity, a monthly maintenance fee of $9.99 applies.

Currency conversion transactions, including foreign currency purchases and international ATM withdrawals, will be processed at the mid-market exchange rate on the date of the transaction plus a currency conversion markup of up to 1.5%.

6User Responsibilities and Prohibited Activities

You are solely responsible for maintaining the confidentiality and security of your Topheritage Finance account credentials, including your username, password, PIN, and multi-factor authentication ("MFA") codes. You agree not to share your credentials with any third party, including family members, unless formally designated through Topheritage Finance's authorized account access features. You must notify Topheritage Finance immediately if you discover or suspect any unauthorized access to your account.

You agree to use the Services only for lawful purposes and in accordance with these Terms. The following activities are strictly prohibited:

• Money laundering, structuring, or any other activity designed to conceal the source or nature of funds.
• Financing of terrorism, weapons proliferation, or activities on the OFAC Specially Designated Nationals list.
• Fraud, identity theft, phishing, account takeover, or impersonation of another person or entity.
• Processing payments for illegal gambling, unlicensed securities trading, or Ponzi/pyramid schemes.
• Unauthorized access to Topheritage Finance systems, reverse engineering, or circumventing security measures.
• Using the Services to facilitate sales of controlled substances, counterfeit goods, or human trafficking.
• Violating any applicable export control laws, sanctions, or embargoes.

Topheritage Finance employs advanced fraud detection and transaction monitoring systems operating twenty-four (24) hours a day, seven (7) days a week. Suspicious activity is reported to relevant regulatory and law enforcement authorities as required by the Bank Secrecy Act and other applicable statutes.

7Privacy and Data Protection

Your privacy is of paramount importance to Topheritage Finance. Our collection, use, and disclosure of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference and available at nexabank.com/privacy. By using our Services, you consent to the data practices described in the Privacy Policy.

Topheritage Finance complies with applicable privacy laws and regulations, including the California Consumer Privacy Act ("CCPA"), the European Union General Data Protection Regulation ("GDPR") where applicable, and other relevant federal and state privacy statutes.

You have the right to access the personal data we hold about you, to correct inaccurate data, to request deletion of your data subject to applicable retention obligations, and to obtain a portable copy of your data in a machine-readable format. To exercise any of these rights, please contact our Privacy Team at privacy@nexabank.com.

8Intellectual Property

The Topheritage Finance platform, including all software, algorithms, user interfaces, designs, graphics, text, images, trademarks, logos, trade names, service marks, and all other content (collectively, "Intellectual Property"), is the exclusive property of Topheritage Finance, Inc. and its licensors. All Intellectual Property is protected by applicable U.S. and international intellectual property laws.

Subject to your compliance with these Terms, Topheritage Finance grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your personal or internal business purposes. This license does not include the right to sublicense or transfer the Services, modify or create derivative works, reverse engineer any Topheritage Finance software, or frame or mirror any portion of the Services without Topheritage Finance's express written consent.

To the extent you submit feedback, suggestions, ideas, or other content to Topheritage Finance through the Services, you grant Topheritage Finance a worldwide, royalty-free, irrevocable, perpetual, fully sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content for any purpose, including improving our Services.

9Disclaimers and Limitation of Liability

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEXABANK EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NEXABANK, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF NEXABANK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ALL OTHER CASES, NEXABANK'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO NEXABANK IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

10Indemnification

You agree to defend, indemnify, and hold harmless Topheritage Finance, Inc. and its subsidiaries, affiliates, officers, directors, shareholders, employees, contractors, agents, licensors, service providers, successors, and assigns from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or relating to: (i) your violation of these Terms; (ii) your use of the Services in any manner not expressly permitted; (iii) your violation of any applicable law, regulation, or third-party rights; (iv) any content you submit through the Services; or (v) your fraud, willful misconduct, or gross negligence.

Topheritage Finance reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate fully with Topheritage Finance's defense of such matter and to not settle any such claim without Topheritage Finance's prior written consent.

11Termination

Either party may terminate this Agreement and your access to the Services at any time. You may close your Topheritage Finance account and terminate these Terms at any time by contacting customer support at support@nexabank.com or through the account closure process available in your account dashboard. Upon your request, Topheritage Finance will close your account within ten (10) business days, provided your account has a zero balance, no pending transactions, and no outstanding obligations.

Topheritage Finance may immediately suspend or terminate your account without prior notice if: (i) you have violated any provision of these Terms; (ii) we suspect fraudulent, unlawful, or unauthorized activity; (iii) we are required to do so by law enforcement, court order, or regulatory authority; or (iv) your account poses a risk to Topheritage Finance, other customers, or the integrity of our systems.

Upon termination for any reason, your license to use the Services will immediately cease. Topheritage Finance will retain your account records for the period required by applicable law following account closure, typically seven (7) years for transaction records and five (5) years for KYC documentation.

12Governing Law and Dispute Resolution

These Terms and any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Services shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles.

PLEASE READ THIS SECTION CAREFULLY. BOTH PARTIES AGREE THAT ALL DISPUTES WILL BE RESOLVED BY BINDING ARBITRATION, EXCEPT THAT EITHER PARTY MAY BRING INDIVIDUAL CLAIMS IN SMALL CLAIMS COURT. Any arbitration shall be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules then in effect. The arbitrator's decision shall be final and binding on both parties.

CLASS ACTION WAIVER: YOU AND NEXABANK AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

13Changes to Terms

Topheritage Finance reserves the right to modify, amend, or update these Terms at any time in its sole discretion. For changes that Topheritage Finance deems material, Topheritage Finance will provide at least thirty (30) days' advance notice via email to the address registered to your account and via a prominent notice posted on our website and within the Topheritage Finance platform.

Your continued use of the Services following the effective date of any modification to these Terms constitutes your acceptance of and agreement to the modified Terms. If you do not agree to the modified Terms, you must stop using the Services and close your account before the effective date. The most current version of these Terms will always be available at nexabank.com/terms.

14Contact Information

If you have any questions, concerns, or feedback regarding these Terms of Service or your legal rights as a Topheritage Finance customer, please reach out to us. Our Legal and Compliance team is dedicated to resolving issues promptly and in good faith.

These Terms of Service are effective as of March 9, 2026, and supersede all prior versions. These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and Topheritage Finance with respect to the Services.