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R11 Platform Terms of Service

Effective Date: June 4, 2026 · Version 1.0

These Platform Terms of Service ("Terms") govern access to and use of the R11 customer platform at app.r11inc.com and related services, tools, and integrations (the "Platform") provided by R11 Inc., a Delaware corporation ("R11," "we," "us").

The Platform is available only to businesses that have been invited by R11 (each, a "Customer") and to individuals authorized by a Customer to act on its behalf ("Authorized Users"). By accepting these Terms or using the Platform, you agree to these Terms on your own behalf and, if you are acting for a Customer, on behalf of that Customer, and you represent that you have authority to bind the Customer. "You" means the Authorized User and the Customer, as context requires.

1. Relationship to Executed Agreements

The purchase and sale of receivables, advances, fees, reserves, recourse, security interests, payment obligations, and all related economic and legal terms are governed exclusively by the definitive written agreements executed between the Customer and R11 or its affiliates, including R11 Capital LLC (the "Master Agreement"). These Terms govern access to and use of the Platform itself. If these Terms conflict with the Master Agreement, the Master Agreement controls. Nothing in these Terms, and nothing displayed in the Platform, constitutes an offer or commitment by R11 to purchase any receivable or advance any funds, and credit limits, statuses, and indicative figures shown in the Platform may change at any time before R11 executes a transaction.

2. Accounts and Security

Platform access is by invitation only. Authorized Users must keep their credentials confidential, must not share accounts, and must promptly notify R11 at support@r11inc.com of any suspected unauthorized access or compromise. The Customer is responsible for the acts and omissions of its Authorized Users and for maintaining the accuracy of its user list, and must promptly request deactivation of users who should no longer have access. R11 may require additional authentication measures.

3. Customer Data

"Customer Data" means information and materials submitted to or retrieved by the Platform on the Customer's behalf, including invoices, supporting documents, accounting data, bank account and transaction data, and business information.

4. Connected Accounts and Integrations

The Platform allows the Customer to connect external accounts. Connections are optional and authorized by the Customer.

5. Electronic Communications and Signatures

You consent to receive communications, notices, disclosures, and documents from R11 electronically — through the Platform, by email to the address on file, or by text message where you have opted in — and you agree that electronic communications satisfy any requirement that a communication be in writing. You agree that electronic acceptance (including click-through acceptance recorded by the Platform) and electronic signatures have the same effect as handwritten signatures. To receive electronic communications you need a current email address, internet access, and a device and software capable of viewing standard web pages and PDF documents. You may withdraw consent to electronic delivery by written notice, but because the Platform is delivered electronically, withdrawal may prevent continued use of the Platform. Keep your contact information current.

6. Acceptable Use

You will not, and will not permit anyone to: (a) use the Platform except for the Customer's internal business purposes; (b) access another customer's data or attempt to bypass authentication, access controls, or other security measures; (c) probe, scan, or test the vulnerability of the Platform without R11's written consent; (d) reverse engineer, copy, or create derivative works of the Platform, or access it to build a competing product; (e) use automated means to access the Platform except through interfaces R11 provides; (f) upload malicious code; (g) submit information that is false, fraudulent, or that you lack the right to provide; or (h) use the Platform in violation of applicable law.

7. Confidentiality

Non-public information that R11 makes available to the Customer through the Platform or otherwise — including pricing, credit terms, limits, decision factors, documentation, and the design and operation of the Platform — is R11's confidential information. The Customer will use it only in connection with its relationship with R11 and will not disclose it to third parties other than its personnel and professional advisors who need to know it and are bound by confidentiality obligations, or as required by law. R11's handling of Customer Data is addressed in Section 3, the Privacy Policy, and the Master Agreement.

8. Intellectual Property; Feedback

R11 and its licensors own the Platform and all related intellectual property. R11 grants the Customer and its Authorized Users a limited, non-exclusive, non-transferable, revocable right to access and use the Platform during the relationship, subject to these Terms. If you provide feedback or suggestions, R11 may use them without restriction or obligation.

9. Privacy

R11's collection and use of personal information is described in the R11 Privacy Policy, which is incorporated into these Terms.

10. Suspension and Termination

R11 may suspend or terminate Platform access (in whole or for any user) immediately if R11 reasonably believes there is a security risk, a violation of these Terms, fraudulent or unlawful activity, or a breach of the Master Agreement, or as provided in the Master Agreement. The Customer may stop using the Platform at any time; obligations under the Master Agreement are unaffected. Sections 1, 3 (license, for data already collected), 5, 7, 8, and 11–14 survive termination.

11. Disclaimers

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, R11 DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND UNINTERRUPTED, TIMELY, OR ERROR-FREE OPERATION. INFORMATION DISPLAYED IN THE PLATFORM (INCLUDING BALANCES, STATUSES, AND THIRD-PARTY DATA) MAY CONTAIN ERRORS OR DELAYS; THE BOOKS, RECORDS, AND EXECUTED AGREEMENTS OF THE PARTIES CONTROL.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THE PLATFORM; AND (B) R11'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE PLATFORM WILL NOT EXCEED THE GREATER OF (i) ONE HUNDRED U.S. DOLLARS ($100) AND (ii) THE FEES PAID BY THE CUSTOMER TO R11 UNDER THE MASTER AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS SECTION DOES NOT LIMIT EITHER PARTY'S OBLIGATIONS OR LIABILITY UNDER THE MASTER AGREEMENT, WHICH IS GOVERNED BY ITS OWN TERMS. NOTHING IN THESE TERMS LIMITS LIABILITY FOR FRAUD, WILLFUL MISCONDUCT, OR LIABILITY THAT CANNOT BE LIMITED BY LAW.

13. Indemnification

The Customer will indemnify and hold harmless R11 and its officers, directors, employees, and agents from third-party claims, losses, and expenses (including reasonable attorneys' fees) arising out of (a) Customer Data, including any claim that R11's authorized use of Customer Data infringes or violates a third party's rights or applicable law due to the Customer's breach of Section 3; (b) the Customer's or its Authorized Users' violation of these Terms; or (c) the Customer's violation of applicable law.

14. Governing Law; Venue; Waivers

These Terms are governed by the laws of the State of Illinois, without regard to conflict-of-laws principles. Disputes arising out of or relating to these Terms or the Platform shall be brought exclusively in the state or federal courts located in Cook County, Illinois, and the parties consent to their jurisdiction; provided that if the Master Agreement specifies a different forum or dispute mechanism, that mechanism governs disputes within its scope. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL, AND ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION, TO THE FULLEST EXTENT PERMITTED BY LAW.

15. Changes to These Terms

R11 may update these Terms. For material changes, R11 will provide notice through the Platform or by email, and continued use after the stated effective date — or, where R11 requires it, click-through re-acceptance — constitutes acceptance. The version and effective date of these Terms are recorded with each acceptance.

16. General

Neither party is liable for delay or failure caused by events beyond its reasonable control. The Customer may not assign these Terms without R11's consent; R11 may assign them to an affiliate or in connection with a financing, merger, or sale. Notices to R11 must be sent to support@r11inc.com or R11 Inc., Attn: Legal, 233 S Wacker Dr, Suite 4400, Chicago, Illinois 60606. These Terms, the Privacy Policy, and the Master Agreement are the entire agreement regarding the Platform; if a provision is unenforceable, the remainder stays in effect.

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