MoneyLion® Membership Program and Services Agreement

Updated as of March 2021

1. Programs and Services.  The Programs may provide certain Services that Company, its affiliates or third parties make available to You.  You must meet the specific terms of use and eligibility for those Services as specified in this Membership Agreement, the Additional Agreements, and on Company's Site(s) and App.  These Services may include but are not guaranteed to include, and may not be limited to, the following:

a.  Investment Advisory Services. The terms of service related to Your Investment Account are governed by the Advisory Agreement with Adviser, pursuant to which Adviser, utilizing Broker’s services, will manage one or more securities accounts for You. Plus Program members may have two accounts: (1) a managed account (“Managed Account”), generally invested into Exchange Traded Funds ("ETFs") in a portfolio allocation recommended by Adviser (the “Plan”); and (2) a credit reserve account (“Credit Reserve Account”) which, depending on Your creditworthiness and Lenders’ underwriting standards, You may be required to utilize to hold a portion of Your Loan proceeds as security until Your Loan has been fully paid off (the Managed Account and Credit Reserve Account are collectively referred to herein as the “Investment Account”). Adviser will base its recommendations for Your Plan on your risk preferences and objectives You provide during the onboarding process.  You understand that Adviser will not recommend or direct the purchase of individual securities such as individual stocks and bonds in connection with the Plan. You will be able to modify Your securities allocation in the Plan and in Your Managed Account by using Adviser’s Risk Slider feature. Assets in a Credit Reserve Account will be held in Broker’s FDIC bank sweep or money market products in connection with certain Loans You may elect to take. You may be charged a periodic administrative fee or incur other fees and expenses associated with the Investment Account.  Additional information on such fees and expenses and the investment advisory offering can be found in the Advisory Agreement and the Adviser’s Form-ADV brochure, located here: http://www.moneylion.com/adv.

b.  Investment Account. You will be provided a Managed Account for investments held by Broker. Depending upon your creditworthiness, if and when you take out a Loan, You may also be provided a Credit Reserve Account held by Broker.  For more details on the Credit Reserve Account, please reference Your Loan Agreement and Advisory Agreement.

i.Minimum Balance or Deposit Limits. You must maintain the minimum balance in Your Credit Reserve Account specified by the applicable Lender in connection with Loans You have elected to take. Managed Accounts may be subject to initial minimum deposit limits which may be modified in Adviser’s sole discretion at any time.  With respect to any Program, the Adviser may, in its sole discretion, terminate the Managed Account at any time for any reason, at which point Adviser will liquidate Your Managed Account holdings, deliver the proceeds of them to You, and close Your Managed Account.  Client agrees that market conditions may fluctuate between the time at which a withdrawal is requested, and the time at which that withdrawal is processed.  Therefore, it is possible that a request for withdrawal may result in the withdrawal of an amount less than the amount initially requested.

ii.Investment Account Lien and Securities Account Control Agreement. Pledging the Investment Account as security for a Loan or other obligation may place further limitations on your ability to make withdrawals, as the value of your Investment Account will secure debts you owe. This security interest will be perfected by the Securities Account Control Agreement, which may give Company, Lender or their affiliates the right to liquidate your Investment Account if you default on obligations that are secured by the assets in your Investment Account.

c.  Financial Services.  Services may include but are not guaranteed to include: use of the App and Site; Financial Heartbeat^® financial wellness monitor, access to a monthly credit report; bank and credit card account alerts; credit monitoring; identity theft monitoring; account aggregation services and transfers; opportunities to participate in contests and rewards programs; financial literacy materials; and other financial services content and information that may be offered from time to time.  For more information about which Services are available to You, please see the Frequently Asked Questions concerning the specific Service on the Site or App.

d. Bonus Program. Only individuals employed by certain third-parties or associated with certain affinity groups with whom Company has established relationships are eligible for the Bonus Program. Members of the Bonus Program will have the option to become either Core Members or Plus Members, but will be entitled to additional benefits described in the Bonus Program Benefits and Discounts Schedule of such Member’s particular employer or affinity group, which will be posted on separately designated websites that Company will maintain for such employer or affinity group or in such other format as may be agreed upon by Company and such employer or affinity group.

e. Loans for Plus Program Members.  If Your Plus Program Membership is in good standing, and if You are current on all fees due in connection with the Plus Program Membership, You may be eligible to apply for a Credit Builder Plus installment Loan issued by an affiliate of Company or a bank.  The interest rate will vary based on your State of residence.  Not all States are presently serviced.  Subsequent Loans may be at your initial rate or a different rate of interest depending on underwriting criteria. These Loans are not available to Core Program Members.  All relevant terms and conditions can be found in the Loan Agreement that You must enter into in order to receive the Loan. You may be required to place and maintain a portion of Your Loan proceeds in Your Credit Reserve Account as security for Your Loan, and such portion of Your Loan proceeds may not be available for withdrawal until You have paid off Your Loan. Other fees such as insufficient funds fees or late fees may apply.  Please review Your Loan Agreement for all obligations and terms and conditions.  The Company affiliate or bank may require You to meet its criteria for creditworthiness as potentially determined by Your credit score, minimum income requirements, bank account balances, Investment Account balance, prior insufficient fund history, prior judgments, evictions, liens, and/or affordability requirements. You must also be able to digitally confirm Your identity, to the Lender's sole satisfaction. Moreover, You may not close Your Investment Account or terminate Your obligation to pay Plus Program Membership Fees until all principal, accrued interest and fees on the Loans are repaid in full. You understand and agree that Adviser, Broker and Company will comply with the Lender's conditions and security interest as enumerated in the Loan Agreement and in the Securities Account Control Agreement.  Your Investment Account may be frozen or liquidated if You default on the Loan. 

f.  Third-Party Services.  Services may also include financial services offered by third parties, which are offered to You at either no-additional-cost or for a specified fee (the "Third-Party Services").  If You utilize the Third-Party Services, You understand and agree to the third party's terms and conditions and requirements.  Company, Adviser, and their respective affiliates explicitly disclaim all responsibility for any of the Third-Party Services, which You elect to utilize at Your own risk.  You understand and acknowledge that any legal recourse You seek as a result of deficiencies in the provision of the Third-Party Services must be pursued against the provider of those Third-Party Services and not against Company, Adviser, or any of their related or affiliated entities. The Company or its affiliates may receive compensation from third parties for referring you to the third party, their products or to their website.

g.  RoarMoney Account.  Through the Site or the App, if you are a Member of a Program, You may have the ability to open a RoarMoney Account at the Bank, Member FDIC. The RoarMoney Account and use of any debit card issued to you in connection therewith is subject to the Banking Agreements and any other limitations, policies, account agreements, disclosures or conditions, as updated from time to time. You may be charged a monthly maintenance fee or incur other fees and expenses associated with the RoarMoney Account and associated debit card.  Please refer to the Banking Agreements to learn more about any fees and expenses related to Your RoarMoney Account. 

i. Accessing Your RoarMoney Account. You may obtain information about the balance of funds in Your RoarMoney Account, or transfer funds to or from Your RoarMoney Account, by logging into the Site or App.  The features available through the Site or App may change from time to time, in the sole discretion of Bank or Company.
ii. Security of Your Access Information. You agree not to authorize any other person or entity to use Your user name and password or mobile device to access Your RoarMoney Account through the Site or App. You are solely responsible for the maintenance, confidentiality, and security of Your username and password. Except as otherwise required by applicable law, You are responsible for all transactions and other activities authorized or performed using Your username and password or mobile device, whether authorized or unauthorized by You. Except as otherwise expressly stated in this Membership Agreement or required by applicable law, Company is not responsible for any losses arising out of the loss or theft of Your access credentials, or Your mobile device or from unauthorized or fraudulent transactions associated with Your RoarMoney Account. Your passwords and confidential data should be not shared by email.   

iii. Consent to Use Financial Data

a. Consent to Collect Your Transaction Data. You authorize Company and its affiliates to access or collect certain financial data from Your RoarMoney Account or linked bank accounts, including for example and without limitation, account balances, transaction dates, the merchants involved, the transaction types and the amounts, other information, data, passwords, or other content (collectively "Transaction Data").  
b. Consent to Use Transaction Data. Subject to the restrictions described in Company’s Privacy Policy, You authorize Company, its affiliates, and its service providers to use such Transaction Data for the Services and to operate, provide, administer, develop, and improve the Services. You authorize Company, its affiliates, and its service providers to use Transaction Data in order to determine (1) Your eligibility for an Instacash Advance or (2) Your eligibility for Loans, other loans and other Program Services or benefits that may, from time to time, be provided by Company or its affiliates.  Company, its affiliates, and its service providers may use, modify, display, distribute and create new material using the Transaction Data to provide Services to You. Company, its affiliates, and its service providers may also use, sell, license, reproduce, distribute, disclose and aggregate, any information about You, Your activities and behavior that cannot be used to identify or contact You and that is derived through Your use of the Services. You agree that, without any particular time limit, and without the payment of any fees, Company, its affiliates, and its service providers may use the Transaction Data for the purposes set out above.
c. Removal and Deletion of Transaction Data. Company reserves the right to remove, delete, block, edit or modify any Transaction Data in its possession at any time, subject to applicable regulatory retention requirements, without prior notice and in its sole discretion for any reason or no reason. Company has no obligation to retain or delete any of Your Transaction Data beyond any applicable regulatory retention periods to which Company is subject.

h.    Instacash Advance Service.  The “Instacash Advance Service” described in this Section 1.h. may provide You easy access to one or more advance(s) of funds (each an “Instacash Advance”) through the App.  The Instacash Advance Service allows You to obtain one or more Instacash Advances during Your regular deposit period based on factors including those described in Section 1.h.ii, below. There are no mandatory fees or charges for an Instacash Advance. There is no obligation to repay an Instacash Advance; however, You will not be eligible for an Instacash Advance until any and all of Your previous Instacash Advances have been repaid in full and You have paid any and all Turbo Fees and Tips (as defined below) associated with any previous Instacash Advances. The Instacash Advance Service is supported in part by voluntary payments from Members. 

The following terms and conditions govern the Instacash Advance Service.  Please also refer to the Frequently Asked Questions available at help.moneylion.com, which contain additional information regarding the Instacash Advance Service.

i.    Receiving an Instacash Advance.You can access the Instacash Advance Service only through the App.  In order to receive an Instacash Advance, You are required to maintain either a RoarMoney Account or link an external eligible bank account “Linked Account” and associated debit card (“Bank Card”) to Your Membership (each Linked Account, together with Your RoarMoney Account, are each referred to as an “Eligible Account”, and collectively, the “Eligible Accounts”). At Your election, any Instacash Advance(s) You request will be deposited into Your RoarMoney Account, sent to Your external Eligible Account, or funded to Your Bank Card. You may obtain an Instacash Advance multiple times during Your regular deposit period, up to the Instacash Advance limit approved for You.

ii.    Amount of Available Instacash Advances.  Your available Instacash Advance limit will be displayed to You in the App and will be based on factors as determined by Company from time to time.  These factors include the amount and timing of Your regular Eligible Direct Deposits (as defined below), the Company’s evaluation of your account transaction history, and other information You provide to us. Your Instacash Advance limit for each regular deposit period will typically be between $25 to $250.  The limit will not exceed 50% of the Eligible Direct Deposits that the Company anticipates you will receive during each regular deposit period.  

Generally, if You maintain Eligible Direct Deposits into Your RoarMoney Account, the amount of Instacash Advances you may receive will be larger than if you access the Instacash Service through an external Linked Account.  If you access the Instacash Advance Service by establishing and maintaining Eligible Direct Deposits into a RoarMoney Account or Linked Account, Company may require up to three (3) consecutive Eligible Direct Deposits before providing You with access to the Instacash Advance Service, and access may be delayed or limited if Company is unable to detect Eligible Direct Deposits. In addition to Your Instacash Advance limit for each regular deposit period, Company may limit the amount You may take out with each individual Instacash Advance.  You will be notified of any such individual Instacash Advance amount limit at the time You request an Instacash Advance.

iii.  Optional Tipping.  At the time You obtain an Instacash Advance, You may choose to give Company an amount in appreciation of its service (a “Tip”).  You are not required to give Company a Tip to obtain an Instacash Advance – Tips are completely voluntary. In no way does Your eligibility for the Instacash Advance Service, Your Instacash Advance limit or eligibility for other products and services offered by the Company and its affiliates depend on the frequency, quantity, or amount of Tips You choose to give.  Any Tip(s) you choose to give may be paid to Company if and when you repay the Instacash Advance for which you gave the Tip.  Tips are non-refundable once paid. 

iv.  Repaying an Instacash Advance. There is no obligation to repay an Instacash Advance; however, You will not be eligible for an Instacash Advance until any and all of Your previous Instacash Advances have been repaid in full and You have paid any and all Turbo Fees and Tips associated with any previous Instacash Advances.  If You choose to repay Your Instacash Advance, it can be repaid only from Your Eligible Account(s) and/or from Your Bank Card You authorize Company to access for repayments, subject to subsection 1.h.v. below. Generally, the scheduled repayment date will be the date that Company determines is the most likely to be Your next regular deposit date. The repayment date for each Instacash Advance will be disclosed to You when You initiate an Instacash Advance.  You authorize Company to withdraw the repayment amount on or after the scheduled repayment date from Your RoarMoney Account or from a Linked Account, or charge your Bank Card, as agreed upon at the time you apply for an Instacash Advance; provided, that You may withdraw this authorization at any time as described in subsection 1.h.v. below.  You also can choose to make a payment on any Instacash Advance prior to the scheduled repayment date by following the prompts in the App or by contacting customer service at 1-888-704-6970. 

v.  Authorization for debits and credits.

1.     When You initiate an Instacash Advance using the App, You authorize Company to disburse the amount of the Instacash Advance to the Eligible Account or Bank Card you have selected.  
2.     You also authorize Company to debit Your RoarMoney Account, Linked Account(s) or Bank Card for the amount of repayment on the scheduled repayment date or any date thereafter, subject to subsection 1.h.v.4, below.  
3.    If, on the scheduled repayment date, the balance in Your RoarMoney Account and/or other Eligible Account is less than the amount to be repaid, You authorize Company or its affiliates to debit Your RoarMoney Account and debit by automatic clearing house transaction your other Eligible Account(s), or charge/debit Your Bank Card, for the remaining amount to be repaid, up to the balance in each of those accounts, subject to subsection 1.h.v.4, below.
4.    If you choose not to repay an Instacash Advance, You may withdraw the authorizations given in subsections 1.h.v.2 and 1.h.v.3, above, at any time before the scheduled repayment date, or at any time before the repayment amount is withdrawn from any Eligible Account or Bank Card, by following the prompts in the App to remove the payment method, or by contacting customer service at support@moneylion.com or 1-888-704-6970.  You agree to notify Company in time for us to have a reasonable opportunity to act upon your request, typically three (3) business days (business days are Mondays through Friday, excluding bank holidays).
5.    If any debit or credit was made wholly or partially in error, You authorize Company to correct the error by making a corrective debit transaction.
6.    Although the Instacash Service can help You avoid overdraft fees and we may take steps to prevent You from incurring those fees when repaying an Instacash Advance, Your financial institution may assess overdraft charge(s) or insufficient funds fees if you fail to maintain a sufficient balance in your Eligible Account.

vi. Eligibility for Instacash Advance Service. To be eligible for the Instacash Advance Service, You must satisfy all of the eligibility criteria set forth below. 

1.     You are a Member of either the Plus Program or Core Program in good standing.  For Members of the Plus Program, this may include being current on any payments on Your Loan (if any).
2.     Any and all of Your previous Instacash Advances have been repaid and You have paid any and all Turbo Fees and Tips associated with any previous Instacash Advances.
3.  Where referenced in these terms and conditions for the Instacash Advance Service, You must maintain and Company must be able to detect Eligible Direct Deposits into an Eligible Account.  “Eligible Direct Deposits” means You have and maintain regular direct deposit of Your regular paycheck or other income or revenue into Your RoarMoney Account or Linked Account and have had up to three (3) consecutive deposits from one employer or government entity into that account.  Certain income and deposits do not qualify as Eligible Direct Deposits for the Instacash Advance Service. These include random cash deposits; transfers from other bank accounts; mobile deposits (i.e. PayPal, Venmo, Zelle, Square, etc.); ATM deposits or other deposits as determined by the Company. 

Subject to applicable law, Company reserves the right to decline any Instacash Advance request for any reason, such as, without limitation, actual or suspected fraud, abuse, or other unanticipated circumstances, and to protect and preserve the Instacash Advance Service. However, Company will not decline any request for an Instacash Advance solely on the basis of any factor relating to Tips (including Your decision of whether to give a Tip or how much to Tip).

vii.  No Obligation to Repay. There is no obligation to repay an Instacash Advance; however, You will not be eligible for an Instacash Advance until any and all of Your previous Instacash Advances have been repaid in full and You have paid any and all Turbo Fees and Tips associated with any previous Instacash Advances. 

The Company warrants that it has no legal or contractual claim against You based on Your failure to repay in full an Instacash Advance.  The Company will not engage in any debt collection activities relating to any unpaid portion of any Instacash Advance, place the unpaid portion of any Instacash Advance as a debt with, or sell the unpaid portion of any Instacash Advance to, a third party, or report to a consumer reporting agency concerning an Instacash Advance. However, the Company will not provide You further Instacash Advances while any portion of an Instacash Advance remains unpaid past the scheduled repayment date under the Instacash Service.  The Company does not waive any rights it may have with respect to any  fraudulent activity.

viii.  Notices to California Residents.

a. ML Plus LLC is not currently licensed to provide its advance product by the California Department of Financial Protection and Innovation (the “Department”).
b. If the Department does decide in the future to license ML Plus LLC and/or require ML Plus LLC to make modifications to terms and conditions for the advance product, such developments may have no impact on your obligations under this Agreement.
c.  Although ML Plus LLC is not licensed by the Department to provide its advance product, any consumer is invited to share any comment and concerns about ML Plus LLC or its product and practices with the Department of Financial Protection and Innovation at (866) 275-2677 (toll-free) or at the following URL: https://dfpi.ca.gov/file-a-complaint/.

i. Account Transfers and Disbursements.  You may have one or more accounts linked to the App under your Membership such as the RoarMoney Account, Investment Account, or Linked Account(s). Subject to funds availability policies and anti-fraud protections, you may request transfers of money to and from these accounts within the App. In addition, proceeds from loans will be deposited in your RoarMoney Account or Linked Account or sent to your Bank Card. Instacash Advances will be provided as set forth in Section 1.h, above. Generally, these transfers will be processed at no additional cost, and will typically be available within one (1) business day but may take multiple business days to complete. For an additional fee (“Turbo Fee”), as shown in the App, You may have the option to make expedited transfers or disbursements to Your designated account or Bank Card. Expedited transfers are typically sent within minutes of Your approval. Actual funds availability to other accounts varies by financial institution. Any Turbo Fee for an Instacash Advance may be paid if and when you repay the Instacash Advance. Any other Turbo Fee you authorize will be collected at the time and in the manner disclosed to You when You authorize the fee. For transfers from Your Investment Account, securities in the account may first need to be sold before funds are transferred to your designated account, which may take multiple business days to complete, as shown in the App; once received, authorized expedited transfers will be immediately sent to your designated account. All transfers of funds are performed by third-party service providers and not by the Company or its affiliates. The Company, Adviser, the Bank and other providers of the Services do not guarantee the timing of receipt of any transferred or disbursed funds and do not accept responsibility for any delay in Your receipt of those funds. You agree to waive any claims, damages or actions, including attorney’s fees against Company, Adviser, Bank or any other provider of the Services arising in or out of any delay to promptly send or receive such amounts.  Your sole remedy for any delay will be the reimbursement of the Turbo Fee. 

2. Membership Terms.  The following terms control Your eligibility and participation in the Programs.
a.   Enrollment.  Membership in the Programs can be activated only on the Site or App. You agree to register only once, using a single name and social security number. You must be the age of majority in Your State (typically over 18 years old; 19 in AL) to enroll. In order to enroll in the Programs and register for and receive one or more of the Program's accompanying Services, You are required to provide Company with certain information. Such information may include, but is not limited to, the following: name, physical address, telephone number, email address, date of birth, driver's license number, Social Security number, and other personal information to verify Your identity, as well as financial information such as Your bank card number and bank account number (collectively, "Personal Information"). You agree to keep all Personal Information accurate and up-to-date, and You agree to update Company if any Personal Information changes. In addition, You must have and maintain on-line banking access with Your bank.  Upon completion of the enrollment process and upon Company's receipt of payment of any fees owed, You will become eligible to participate in the Programs and have access to the services associated therewith.

b.  Payment of Plus Program Membership Fees.  Plus Program Members are required to pay the $19.99 monthly “Plus Program Membership Fee”, which may be adjusted from time to time following notice to you, subject to Section 2.l, below.  Enrollment in the Plus Program and payment of the monthly Plus Program Membership Fee requires You to have an existing U.S. based bank account, acceptable to Company, or other approved payment method. By providing payment information to Company, You warrant that You are authorized to request transactions using the payment method presented. You authorize Company (or its designee) to initiate collection of, and agree to make any required payments for, the Plus Program Membership Fee in a timely manner from Your RoarMoney Account, any Linked Account and any Bank Card.  

c.  Billing.  Your Plus Program Membership Fee will be billed either weekly, bi-weekly, semi-monthly or monthly.  The monthly Plus Program Membership Fee will be divided proportionally over Your applicable regular deposit period. Your payment schedule will be disclosed to You upon joining MoneyLion, and will depend upon the frequency of regular deposits to your bank account.  

d.  Termination; Withdrawals.  This Membership Agreement may be terminated by either party, with or without cause, by notice to the other Party, subject to the specific terms and restrictions contained in this Membership Agreement and in the Advisory Agreement. In the event of Client-initiated termination, notice must be provided by Client to Company and Adviser by calling Company and Adviser at 1-888-704-6970. In the event of Company-initiated termination, notice shall be provided by Company to Client by sending an email to the primary email address in Client’s account application and account profile as Client shall update from time to time.  You will be charged a Plus Program Membership Fee, if applicable, for any month that you have access or are using any Program or Services. 

As detailed below, Your Investment Account and Your Membership will be subject to certain termination and withdrawal limitations, including but not limited to the following restrictions:

i. You may not terminate Your Membership if you have any outstanding Loan;
ii. You will be charged a $0.25 ACH withdrawal service charge by the Broker (the "Withdrawal Charge") when You submit any withdrawal or liquidation request via ACH relating to Your Investment Account.  Adviser is not paid any portion of the Withdrawal Charge;
iii. Withdrawals for Plus Program Members from the Credit Reserve Account will not be permitted until You have paid off Your Loan in full; and
iv.  If You have pledged the cash and securities in Your Investment Account as collateral for a Loan pursuant to the terms of a Loan Agreement or as collateral for any other obligations, You will not be permitted to terminate Your Investment Account and will be permitted to withdraw only such amounts that would result in Your Investment Account maintaining a balance which equals or exceeds the sum of Your outstanding Loan balance and other secured obligations.

The terms of this Membership Agreement shall survive such account termination unless expressly indicating otherwise. Client understands and agrees that upon termination of this Membership Agreement, Company will inform Adviser of such termination and Adviser may determine to immediately liquidate all or a portion of the holdings in the Investment Account, and subject to this Membership Agreement, neither Company nor Adviser shall be liable to Client for any consequences of such liquidation. This Membership Agreement will not automatically terminate in the event of Client's death or disability, and instead shall be given full force and effect to the extent permitted by law until such time as Adviser has received instructions to the contrary from Client’s duly appointed legal representative.

e.  Good Standing.  Membership, the Programs and their accompanying Services are only available to You if You are in good standing, including being current and paid in full on all amounts you owe in connection with the Services.  Company may suspend or terminate Your use, access to, or benefit of the Membership, Programs, Services, Site, App or other benefits of the Membership for Your failure to remain in good standing as described above. 

f.  Application of Terms. The Programs, Membership, and any related Services, including credit monitoring or loans, that may be made available to You for which You have registered or enrolled, may have separate service terms and conditions to which You agree to comply. IF YOU DO NOT AGREE TO THE APPLICABLE TERMS OF SERVICE AND CONDITIONS, YOU MUST NOT ENROLL OR REGISTER FOR THAT PROGRAM OR SERVICE(S) OR OTHERWISE USE THE PROGRAM OR SERVICES. 

g.   Name or Address Changes.  You are responsible for notifying Company of any name or address change. Company is only required to attempt to communicate with You at the most recent email address You have provided to Company.

h.  Renewal.  YOUR MEMBERSHIP WILL RENEW AUTOMATICALLY EACH MONTH UNTIL CANCELLED BY YOU OR COMPANY. THE PLUS PROGRAM MEMBERSHIP FEE MAY VARY FROM TIME TO TIME FOLLOWING NOTICE TO YOU, SUBJECT TO SECTION 2.L, BELOW, AND IS POSTED ON THE SITE AND IN THE APP.

i.  Denial of Membership and Additional Termination Rights.  IN ADDITION TO THE RESTRICTIONS ENUMERATED IN THIS MEMBERSHIP AGREEMENT AND SUBJECT TO APPLICABLE LAW, COMPANY MAY TERMINATE YOUR MEMBERSHIP IN THE PROGRAMS OR ANY SERVICE AT ANY TIME, WITH OR WITHOUT CAUSE, UPON SENDING YOU A NOTICE. Membership is a privilege. Being qualified to apply for Membership does not obligate Company to allow any person to become a member when it is in the Company's best interests, in the sole discretion of the Company, to deny such privilege.  This applies to new applications as well as to those made by any person whose Membership is terminated for any reason and who reapplies for Membership at a later time.  Reasons for Company to terminate Your Membership may include, but are not limited to: fraud; misrepresentation; failure to abide by the terms of the Membership; conduct deemed inappropriate or harmful to the Program or Company; appearance on a government no-transaction list; changes in financial circumstances; determinations made by Company, Adviser, or Broker that Membership, a Program or related services are no longer suitable or appropriate for You; or for any other reason, with or without cause.  If Company terminates Your Membership without cause, Company will refund You, on a pro-rata basis, based on the remaining term of the Membership.

j.  Changes to Program and Services. Company reserves the right to change, modify, update, add on, discontinue, or retire the Programs, Membership, or any related Service, including any feature of the Programs or any related Service, at any time. Company will provide notice of the changes to the Programs, the Membership, or related Services by posting them to the Site and App. Company has no obligation to provide You with direct notice of any such changes in any other manner except as may be required by applicable law. Should the Programs, Membership, or any related Service require the payment of additional fees, Company will provide You with notice and an opportunity to accept such fees. If You decline to accept such fees, Company may in its sole discretion terminate Your Membership and participation in the Programs or Services. 

k.  Taxes. You are personally responsible for any applicable state, federal, or other taxes that may be associated with Your Membership, the Program or any Service unless You are informed otherwise. Company may collect all applicable sales taxes in instances where it believes that it is obligated to do so.

3.  Site and Mobile App Terms and License. The Site and App offer functionality that allows Members to access their portal and Membership data, and to apply for access to the Programs and Services. Other functionality may also be available on the Site and App, such as the ability to receive various promotional offers and benefits. The Site and App are provided to You under license, and Your use of the Site or App and any information or data downloaded by or in connection with the Site or App (the "Data") is subject to, and limited by, the license terms set forth below:

Company grants You a limited, non-exclusive, non-transferable license to use the Site, App and information therein placed, subject to the terms and conditions set forth in this Membership Agreement. You acknowledge that You must be a Member to access the Member-only features of the Site and App. This license will also govern any software upgrades provided by Company or its affiliates that replace and or supplement the original Site or App, unless such upgrades are accompanied by a separate license, in which case the terms of that license will govern. Company has no obligation to provide You with any updates, maintenance or support services for the Site or App.

You may not use or permit others to use Your Membership, Your password-protected portions of the Site, the App or Data, except under the terms expressly listed above. Without limiting the previous sentence, You shall not, and shall not permit anyone else to, (a) use the App or Your login credentials on any device that You do not own or control, (b) use the Site, App or Data for service bureau time sharing or other similar purpose, (c) modify, translate, reverse engineer, decompile, attempt to derive the source code of, disassemble (except to the extent that this restriction is expressly prohibited by law) or create derivative works based upon the Site, App or Data, (d) copy the Site or App, including any updates or any part thereof, or Data (except as permitted above), (e) rent, lease, sell, offer to sell, distribute or otherwise transfer rights to the App or Data, (f) develop, sell or distribute applications that integrate with the Site, App or otherwise make use of the Data, (g) remove any proprietary notices or labels on or relating the Site, App or Data, or (h) use the Site, App or Data in any manner that could impair any website that Company or its affiliates may own or operate currently or in the future. The App may be available via one or more mobile app stores or marketplaces (an "App Store") for use on mobile devices. To use the App, You must first download it from an App Store and then register with Company in accordance with the terms and restrictions listed in this Membership Agreement. 

Client understands and agrees that Company reserves the right to deny, refuse to provide, suspend, or terminate Client's access to the Site and/or App to mitigate or prevent liability to Company in the following circumstances: (i) Client's application for Membership in the Programs is denied or terminated; (ii) denial is requested or required by court order, law enforcement, or a regulatory or self-regulatory agency as applicable; (iii) Client is believed or suspected to have engaged in fraudulent acts, violations of law or violation of this Membership Agreement or any of the Additional Agreements; or (iv) the occurrence of any unauthorized use of user names and/or passwords by a person not authorized under this Membership Agreement.

4.  Credit Monitoring. If You participate in credit monitoring offered by the Company or its designee as part of Your Membership, You acknowledge and agree that the information provided as part of the credit monitoring service is provided by TransUnion®, and that Company has no responsibility for the information provided as part of the credit monitoring service. 

5.  NO WARRANTIES.  EXCEPT AS EXPRESSLY SET FORTH IN THIS MEMBERSHIP AGREEMENT, COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES TO YOU, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CLIENT ACKNOWLEDGES AND AGREES THAT ANY SYSTEMS OR SOFTWARE USED TO PROVIDE THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

6.  LIMITATION ON LIABILITY. IN NO EVENT WILL ANY PARTY TO THIS MEMBERSHIP AGREEMENT BE LIABLE FOR ANY LOST PROFITS OR SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, COMPANY MAKES NO REPRESENTATION OR WARRANTY TO YOU REGARDING THE EFFECT THAT THE AGREEMENT MAY HAVE UPON YOUR FOREIGN, FEDERAL, STATE OR LOCAL TAX LIABILITY.

7.  Indemnification. Except as provided by applicable law, You will indemnify, defend and hold harmless Company, its affiliates and parent company, MoneyLion Inc. (and all of MoneyLion Inc.'s officers, directors, agents, subsidiaries, joint ventures, licensees, employees, and third-party partners) from any claim or demand, including demand for reasonable attorneys' fees and litigation expenses, due to or arising out of Your breach of this Membership Agreement or any of the Additional Agreements, any default or misrepresentation by You under this Membership Agreement, the Additional Agreements, or Your use of the Programs and Services, Your application, any Personal Information entered in connection with signing up for the Programs or entering into this Membership Agreement, Your violation of any federal, state, or local law or regulation, or Your violation of the rights of any third party. Your obligations under this paragraph shall survive termination of this Membership Agreement.

8.  Privacy Notice and Website Terms & Conditions. Company's privacy notice and Terms & Conditions, which are applicable to Company's Site, App, Membership, Programs, and all related services, are available at https://www.moneylion.com/privacy-notice, and are hereby incorporated by reference into this Membership Agreement as if included in print herein.  By becoming a Member, you acknowledge receipt of the privacy notice.  Please note that Adviser has separate terms and conditions with respect to privacy and the usage of Your Personal Information, including a separate privacy policy, available at https://cdn.moneylion.com/plus/documents/ml_wealth_privacy_notice.pdf and referenced directly in Your Advisory Agreement. Please note that the RoarMoney Account is subject to the Bank's Privacy Policy. 

9.  Intellectual Property. Company and its affiliates retain all right, title and interest (including all copyright, trademark, service mark, patent, trade secrets and all other intellectual property rights) in its Programs, the Services, the Membership, the Site, and the App (including the Data) as well as, designs, logos, URLs, and trade names that are displayed in connection with its Programs, Services, Membership, related services, and the Site or App. Further, Your use of or access to the Site or App and to any content, materials, data or information available on or via the Site or App, is subject to the terms provided at: https://www.moneylion.com/legal/.

10.  Choice of Law.  The provisions of this Membership Agreement will be governed by federal laws and the laws of the state of Utah without regard to any principle of conflicts of laws that would require or permit the application of the laws of any other jurisdiction.

11.  Assignment. Company may, without notice to You, assign all of its right, title and interest in this Membership Agreement to another entity. You understand, acknowledge and agree that Company or its designated affiliate may sell, assign or transfer Your Membership Agreement and all associated documents and information without Your consent or notice to You. You may not assign, transfer, sublicense or otherwise delegate Your rights or obligations under this Membership Agreement to any other person without Company's prior written consent. Any such assignment, transfer, sublicense or delegation in violation of this section shall be null and void. Assignment of Your Advisory Agreement will be governed by the assignment provisions contained in the Advisory Agreement.  

12.  Notice for California Users and Members.  Under California Civil Code Section 1789.3, California web users are entitled to the following specific consumer rights notice: The Services are provided by ML Plus LLC, P.O Box 1547, Sandy, UT 84091-1547. If You have any questions, concerns, or complaints regarding the Services, please contact ML Plus LLC by either; (i) sending a letter, first class certified mail, to ML Plus LLC, Attn. Member Services, P.O. Box 1547, Sandy, UT 84091-1547;(ii) telephoning us at 1-888-704-6970; or (iii) communicating with us through the chat service feature in the App. 

California residents may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.

13.  Survival.  If Your Membership with Company is terminated or lapses or You are no longer a Member in good standing, all provisions of this Membership Agreement will survive termination unless expressly stated otherwise.

14.  Entire Agreement.  This Membership Agreement governs Your participation in the Programs, Your Membership, and the Services provided in connection therewith, and constitutes the entire agreement between Company and You with respect to the subject matter hereof. It supersedes any prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between You and Company regarding the subject matter contained in this Membership Agreement.  Additional terms and conditions may exist between You, Adviser, Broker, affiliates, and other third parties. You represent and warrant that those Additional Agreements do not interfere with Your obligations and duties to Company under this Membership Agreement.

15.  Mobile Phone and Text Communications. You authorize us and our assignees and the affiliates, agents, representatives, assigns and servicers/service providers of ours and our assignees (collectively, the "Messaging Parties") to contact You using automatic telephone dialing systems, artificial or prerecorded voice message systems, text messaging systems and automated e-mail systems in order to provide You with information about this Membership Agreement, including information about the Services, upcoming payment due dates, missed payments and returned payments. You authorize the Messaging Parties to make such contacts using any telephone numbers (including wireless, landline and VOIP numbers) or e-mail addresses You supply to the Messaging Parties in connection with this Membership Agreement, the Programs, the Services, the Messaging Parties' servicing and/or collection of amounts You have agreed to pay the Messaging Parties or any other matter. You understand that anyone with access to Your telephone or e-mail account may listen to or read the messages the Messaging Parties leave or send You, and You agree that the Messaging Parties will have no liability for anyone accessing such messages. You further understand that, when You receive a telephone call, text message or e-mail, You may incur a charge from the company that provides You with telecommunications, wireless and/or Internet services, and You agree that the Messaging Parties will have no liability for such charges. You expressly authorize the Messaging Parties to monitor and record Your calls with the Messaging Parties. You agree that this consent forms part of a bargained-for exchange. If you have the right to revoke text messages and calls to Your cell phone or to receive artificial or prerecorded voice message system calls, You may exercise this right only by calling the Messaging Parties at 1-888-704-6970; or, to stop text messages, by replying "STOP" to any text message the Messaging Parties send You.

16.  Force Majeure.  Company shall not be liable for any loss by reason of any act of God, governmental authority or order, war, terrorism, fire, flood, civil unrest, pandemic and any similar circumstances beyond Company's reasonable control.  

17.  Attorneys’ Fee.  Except as provided in Disputes Agreement, In the event a party brings an arbitration proceeding to enforce any right under this Membership Agreement, each party shall bear the cost of its own attorneys' fees, except as otherwise provided by law. If applicable law gives You the right to recover any of these fees, those rights shall apply in the proceeding notwithstanding anything to the contrary herein.  

18.  Severability.   If any provision of this Membership Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.

* Members of the Core Program may incur fees for use of the Services depending upon which Services they choose to obtain. Any fees will be disclosed to the Member in advance in the agreements or terms and conditions for the applicable Services.

Company does not guarantee that each of these Services will always be offered to You, that they will be available to You, or that You will qualify or be able to utilize any particular Service. Services may change from time to time and certain Services may be discontinued or others may be added. 

You (referred to as "You," "Your" or "Client") and Company agree to enter into this Membership Agreement, which shall form a relationship pursuant to which Company will provide You with membership (the "Membership") in either (1) Company's Credit Builder Plus Membership Program (the "Plus Program") in exchange for a $19.99 monthly “Plus Program Membership Fee”; (2) Company’s Core program (the “Core Program”), which offers access to a limited subset of the Services but does not require payment of a separate membership fee to the Company; or (3) Company’s Bonus program (the “Bonus Program”), which offers Clients affiliated with certain third-party employers or affinity groups access to the Plus Program or the Core Program, subject to terms and conditions described in a MoneyLion Bonus Program Benefits and Discounts Schedule (the “Bonus Program Benefits and Discounts Schedule”) specific to such member’s employer or affinity group. The Plus Program, the Core Program and the Bonus Program are collectively referred to herein as the “Programs” and You are sometimes referred to herein as a “Member” in connection with Your Membership status in a particular Program. You may also sign up for a no-fee MoneyLion account as a “Lite Member” without becoming a Member of one of the Programs, which will give you access to financial literacy materials, select promotional offers and rewards opportunities and other services. You may switch among the Plus Program and Core Program by selecting that choice in Your Member dashboard, subject to completion of any additional onboarding requirements associated with the new Program, Your agreement to pay any additional fees and enter into any additional terms, conditions or agreements relating to the new Program and any restrictions on switching among the Programs imposed by Company from time to time. For example, You may switch from the Plus Program to the Core Program, so long as you are a Plus Program member in good standing without an active Plus Program loan.

Certain additional rules, guidelines, and terms and conditions may also apply, the nature and applicability of which depend on which Program and Services You choose and which are contained in the following (collectively, the “Additional Agreements”): 

• The ML Wealth LLC (“Adviser”) Investment Advisory Agreement (the "Advisory Agreement"), which governs the terms of your investment advisory relationship and the management of your Investment Account (as defined in Section 1(a)).
• The DriveWealth LLC (“Broker”) Broker-Dealer Agreements;
• The RoarMoney Account (the “RoarMoney Account”) provided by Pathward®, N.A. (the “Bank”) (i) Demand Deposit Account Agreement and (ii) such other additional or supplemental agreements, disclosures, and terms and conditions that may be required by the Company, the Bank or their service providers or partners relating to Your activation and use of Your RoarMoney Account and related MoneyLion Debit Mastercard® (collectively, the “Banking Agreements”). The RoarMoney Account is provided by, and MoneyLion Debit Mastercard issued by, Pathward, N.A., Member FDIC; RoarMoney is a service mark of MoneyLion, which provides services for the RoarMoney Account.
• The MoneyLion Credit Builder Plus Loan Pledge and Security Agreement ("Loan Agreement"), which governs the terms of the Credit Builder Plus installment loans (“Loans”) You may choose to take from affiliates of Company or banks (“Lenders”) in connection with the Plus Program.
• The Securities Account Control Agreement (the “Securities Account Control Agreement”), which perfects the security interest you pledge to Lender or its affiliates, and may result in the liquidation of your Investment Account if you default on Your Loan Agreement or other obligation that you agree to be secured by the assets in the Investment Account.
• The Automatic Payment Authorization Forms, in which You authorize Company and its affiliates to electronically seek automatic payments from certain accounts.
• The Agreements for Resolving Disputes, in which You agree that certain potential disputes arising under this Membership Agreement or in some cases, under an Additional Agreement, will be resolved by binding arbitration (the "Disputes Agreement").
• Terms and Conditions, Frequently Asked Questions and other information located on the MoneyLion.com website or any website affiliated therewith (the “Site”), or on the MoneyLion mobile phone application (the “App”).  

Aspects of the Services offered as part of the Programs are provided by various entities affiliated with the Company and others that are not affiliated with the Company.  For example, the affiliated Adviser will provide investment advisory services pursuant to the Advisory Agreement, and affiliated state-licensed lenders, exempt lenders, or banks will provide services pursuant to a Loan Agreement. Unaffiliated third parties provide certain services such as credit monitoring, identity theft monitoring, bank accounts, and rewards programs.

Adviser and Broker have separate agreements with You that set forth the rights and obligations between You and the applicable entity. The Company is not responsible for the obligations of Adviser and/or Broker, and Adviser and/or Broker are not responsible for the obligations of the Company. The Company disclaims and is not responsible for the obligations of affiliated or unaffiliated third parties or the Services they provide and does not waive such disclaimer by assisting You in obtaining the use of such Services. 

YOU MUST CAREFULLY READ AND CONSIDER THIS MEMBERSHIP AGREEMENT AND THE ADDITIONAL AGREEMENTS YOU AGREE TO, AND YOU SHOULD CONTACT THE APPROPRIATE COUNTERPARTY TO ASK ANY QUESTIONS YOU MAY HAVE BEFORE ENTERING INTO ANY ADDITIONAL AGREEMENTS.  

CERTAIN OF THE AGREEMENTS (INCLUDING THIS MEMBERSHIP AGREEMENT) MAY BE AMENDED FROM TIME TO TIME WITHOUT YOUR CONSENT, AND THE AMENDED AGREEMENTS WILL BE EFFECTIVE WHEN POSTED ON THE MONEYLION.COM WEBSITE, MOBILE APPLICATION, CUSTOMER DASHBOARD, OR THIRD PARTY WEBSITE. WE WILL PROVIDE YOU WITH ADVANCE NOTICE OF ANY SUCH AMENDMENT AS AND IF REQUIRED BY LAW, SUCH AS WHEN WE DEEM ANY SUCH CHANGE TO BE MATERIAL. IT IS YOUR RESPONSIBILITY TO CHECK THE SITE AND APP FOR UPDATES TO THE AGREEMENTS.  BY CONTINUING TO USE THE APPLICABLE SERVICES FOLLOWING ANY AMENDMENT TO THIS MEMBERSHIP AGREEMENT OR ANY APPLICABLE ADDITIONAL AGREEMENT, YOU AGREE TO BE BOUND BY ALL SUCH AMENDMENTS.  

NOTICE OF AGREEMENTS RESOLVING DISPUTES AND ARBITRATION

• You may not file or maintain a lawsuit in any court except a small claims court.
• You give up Your right to have a jury decide Your claim.
• You will not be afforded all the procedural, pre-trial discovery, and appellate rights in an arbitration proceeding that You would enjoy in a court or judicial proceeding.
• You may not join or participate in a class action, act as a class representative or a private attorney general or consolidate Your claim with the claims of others.
• You will have to pay certain fees in order to commence an arbitration proceeding unless You ask us to pay those fees for You.

This  Membership Agreement and certain of the Additional Agreements are subject to the Disputes Agreement, which You agreed to upon becoming a Member and which is available in the App or on Your personal dashboard on the Site.  The Disputes Agreement is incorporated by reference as if fully set forth herein, and may be updated periodically. We will provide You with advance notice of any such update as and if required by law. The Disputes Agreement includes the Company, Adviser, Broker, MoneyLion Inc., and each of their subsidiaries, affiliates, successors, assigns, officers, directors, employees, agents and their service providers, without limitation, and provides that all claims arising from or relating to this Membership Agreement and certain Additional Agreements, including any claims related to any Service You use, must be resolved by binding arbitration if the person or entity against whom a claim is made elects to arbitrate the claim.  Thus, if the person or entity against whom the claim is made elects to arbitrate the claim, then You will not have the following important rights:

If You do not want to arbitrate all claims as provided in this Membership Agreement or in the Additional Agreements, as applicable, then You have the right to reject such arbitration provisions by delivering a written notice to us at ML Plus LLC, Attn. Member Services, P.O. Box 1547, Sandy, UT 84091-1547 within thirty (30) days of the date You have entered into this Membership Agreement.  Your rejection of any arbitration provisions does not affect any independent arbitration agreements with third parties, and you remain subject to any arbitration, class action or jury trial waiver or dispute resolution processes set out in those separate Additional Agreements.

NOTICE OF GRANT OF SECURITY INTEREST

Security:  If you are or become a Member of the Plus Program, You may be required to pledge a security interest in Your Investment Account to secure Loans You may take from Lender. Any such pledge will be made pursuant to the terms and conditions of the applicable Loan or agreement, which you should review carefully before agreeing to. 

BY CLICKING THAT YOU AGREE, E-SIGNING, OR USING A PROGRAM OR SERVICES, YOU AGREE THAT SUCH ACTIONS HAVE THE SAME LEGAL EFFECT AS SIGNING A PAPER VERSION OF EACH OF THE AGREEMENTS, AND YOU AGREE TO BE LEGALLY BOUND BY THE FOLLOWING TERMS AND CONDITIONS: