TERMS OF SERVICE

Effective Date / Date of Last Revision: October 22, 2026

PLEASE READ SECTION 20 CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS. These Terms contain a binding individual arbitration agreement and a class action waiver. If you do not opt out within thirty (30) days as described in Section 20.13, you and Monorail agree that most disputes between you and Monorail will be resolved by a single arbitrator rather than in court, and that neither of us may bring a class action or participate in one. Section 20 also states expressly that nothing in these Terms waives or limits any right you have under the federal or state securities laws, or any duty Monorail Securities LLC owes you as your investment adviser and fiduciary. Nothing in these Terms prevents you from contacting or reporting anything to a securities regulator at any time.

IMPORTANT DISCLAIMER: By accessing the Monorail website and/or application (collectively, the “App”), you agree to be bound by these Terms of Service (https://www.monorail.com/terms-of-service), our Privacy Policy (https://www.monorail.com/privacy), and other policies and procedures posted on the App.

Neither Monorail nor any directors, officers, employees, representatives, or agents of Monorail or its respective parent company and affiliates and their respective directors, officers, employees, representatives or agents (“Affiliates”) gives or offers business advice, tax advice, or legal advice to anyone using the App or the services available through the App. Monorail, Inc. is not a registered broker-dealer, investment adviser, funding portal, crowdfunding intermediary, internet site operator, internet site portal or similar investment services or hosting portal, and does not engage in any conduct requiring registration in any of those capacities with the U.S. Securities and Exchange Commission (“SEC”), the Financial Industry Regulatory Authority or any state securities administrator. No securities offerings are posted on, sponsored by, or sold through the App, and your use of the App is not an offer or a solicitation of an offer by Monorail or its Affiliates to buy or sell any security. Investment advisory services, where applicable, are provided by Monorail Securities LLC, an investment adviser registered with the SEC, under a separate written investment advisory agreement as described in Section 1.

Investing involves risk, including the risk of losing money. Securities and digital assets held in your account are not insured by the Federal Deposit Insurance Corporation or by any other federal or state government agency, are not bank deposits, and are not guaranteed by Monorail, by Monorail Securities LLC or by any of their Affiliates. Securities in your brokerage account may be protected by the Securities Investor Protection Corporation (“SIPC”) within its limits; SIPC protects against the failure of a brokerage firm, not against a decline in the value of your investments. Digital assets are not protected by SIPC and are not insured by the FDIC. Neither the SEC nor any federal or state securities commission or regulatory authority has approved or recommended any investment available through the App, or has reviewed the accuracy or completeness of the information available through the App.

Past performance is not indicative of future results, and actual results may vary materially from any illustration. The App may contain “forward-looking statements,” projections and hypothetical illustrations. Any figures, projections, target allocations or returns shown through the App are illustrative examples only, are not a promise or guarantee of any result, and should not be relied on as a prediction of how your account will perform. You should make your own determination whether to make any investment, based on your own evaluation and your own risk tolerance and, where Monorail Securities LLC manages your account, on the advice Monorail Securities LLC provides to you as your investment adviser and fiduciary. Section 13 sets out the risk factors that apply to the App and to the investments available through it. This Disclaimer does not replace Section 13 and should be read together with it.

Users of the App are encouraged to consult with a professional (e.g., an attorney, adviser, or accountant) to conduct their own research and due diligence. We recommend that you re-visit this Disclaimer and our other policies on occasion to learn of any changes.

1. WHO WE ARE.

Monorail, Inc., a Delaware corporation doing business as Monorail (“Monorail,” “we,” “our” or “us”), owns and offers proprietary investment tools and accounts made available via downloadable app and Monorail’s website, https://monorail.com (collectively referred to as the “App”). Through the App, we provide information and tools for financial planning, investing, stock trading, savings tracks, charitable donations, and cash back rewards (“Services”). When providing our App and Services, we collect data from our App users.

Monorail, Inc. is the sole member of Monorail Securities LLC, an investment adviser registered with the U.S. Securities and Exchange Commission, of Monorail IP, LLC, and of Monorail Financial Holdings, LLC, each a Florida limited liability company. Monorail and Monorail Securities LLC are therefore affiliates under common ownership. Monorail, Inc. does not provide investment advice. Investment advisory services offered through the App are provided by Monorail Securities LLC under a separate written investment advisory agreement between you and Monorail Securities LLC, and are described in Monorail Securities LLC’s Form ADV Part 2A brochure and its Appendix 1 wrap fee program brochure, which are delivered to you before or at the time you enter into that agreement.

2. THESE TERMS FORM A BINDING LEGAL AGREEMENT.

These Terms of Service (https://www.monorail.com/terms-of-service) (the “Terms”), along with our Privacy Policy (https://www.monorail.com/privacy) (“Privacy Policy”), constitute a legally binding agreement between you and Monorail. Please read these Terms and the Privacy Policy carefully. Your access to and use of our App and Services is subject to these Terms, the Privacy Policy and all applicable laws. By accessing and using our App and our Services in any manner, you agree to be bound by these Terms. If you do not agree to adhere to these Terms or the Privacy Policy, then you may not use our App or Services.

We reserve the right to change these Terms and our Privacy Policy, and we may change, suspend or end access to all or any part of the App and Services — in each case as described in Section 29. Changes to Section 20 are governed by Section 20.15.

3. YOUR REPRESENTATIONS.

BY USING AND/OR ACCESSING ANY PART OF OUR APP OR SERVICES, YOU UNCONDITIONALLY AND EXPRESSLY ACKNOWLEDGE, REPRESENT AND AGREE THAT YOU: (A) ARE OVER 18 YEARS OF AGE; (B) HAVE CAPACITY TO ENTER INTO LEGALLY BINDING CONTRACTS; (C) ARE A RESIDENT OF THE UNITED STATES; (D) HAVE READ AND UNDERSTAND THESE TERMS AND THE PRIVACY POLICY; (E) UNDERSTAND THAT YOU ARE BOUND BY THESE TERMS AND THE PRIVACY POLICY; AND (F) WILL COMPLY WITH THESE TERMS, THE PRIVACY POLICY AND ANY APPLICABLE LAWS AND REGULATIONS.

4. LICENSE TO USE THE APP AND SERVICES.

Subject to these Terms and the Privacy Policy, Monorail grants you a limited, non-transferable license to access and use the functionality, features, content and information provided through our App and/or Services for the purposes of obtaining financial planning information and using our Services. You may not use the App or Services for any other purpose without first obtaining written permission from Monorail.

5. SECURITY AND AVAILABILITY.

YOU UNDERSTAND THAT MONORAIL CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT THE APP OR SERVICES WILL BE 100% SECURE OR AVAILABLE. PUBLIC NETWORKS, SUCH AS THE INTERNET, AND PRIVATE APPLICATIONS AND SYSTEMS, OCCASIONALLY EXPERIENCE DISRUPTIONS, OUTAGES AND INTERFERENCE BY THIRD PARTIES. MONORAIL AND ITS AFFILIATES EXPRESSLY DISCLAIM ANY LIABILITY FROM DAMAGES RESULTING FROM SUCH PROBLEMS. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ANTI-VIRUS PROTECTION AND ACCURACY OF DATA INPUT AND OUTPUT AND FOR MAINTAINING A MEANS EXTERNAL TO THE APP FOR ANY RECONSTRUCTION OF ANY LOST DATA.

YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR ALL USES OF THE APP AND THE GOODS AND SERVICES THAT RESULT FROM ACCESS TO THE APP BY YOURSELF OR OTHERS TO WHOM YOU HAVE PROVIDED ACCESS, DIRECTLY OR INDIRECTLY, WHETHER SUCH ACCESS OR USE IS PERMITTED BY OR IN VIOLATION OF THESE TERMS.

This Section is subject to Section 19. Nothing in this Section 5 limits, waives or otherwise modifies any right or remedy you have under the federal or state securities laws, or any duty Monorail Securities LLC owes you as an investment adviser and fiduciary, and the carve-out at the end of Section 19 applies to this Section 5. Monorail Securities LLC remains responsible for the duties it owes you as your investment adviser regardless of any disruption, outage or interference described in this Section. Section 13 describes the technology, outage and cybersecurity risks of using the App.

6. REGISTERED ACCOUNTS.

To use some of the functionality of the App and Services, you will be required to set up an account. During registration, you will be required to provide certain personal data, such as your name, contact information, and preferences. You will be solely responsible for all information you provide to us. You will also be solely responsible for the security of your account credentials and any activity (whether authorized or unauthorized) that takes place through your account. You agree to notify us immediately of any actual or suspected unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

You agree to provide accurate information and expressly agree not to submit false information to us or anyone else through the App or Services. By creating an account on the App, you consent to receive communications from us about your account, the App and the Services by email and by in-app notification, as described in Section 31. Monorail does not send text messages to users, and will not send you a text message unless you separately consent to receive them.

Monorail reserves the right to disable any account if Monorail determines, in its sole discretion, that you have violated any part of the Terms.

7. NOT INTENDED FOR INDIVIDUALS UNDER EIGHTEEN.

THE APP IS DESIGNED FOR USE BY INDIVIDUALS AGED EIGHTEEN (18) AND OLDER. IF YOU ARE UNDER EIGHTEEN (18) YEARS OF AGE, YOU MAY NOT USE THE APP. IF YOU HAVE KNOWLEDGE OF ANYONE USING THE APP WHO IS UNDER 18 YEARS OLD, PLEASE NOTIFY US AT PRIVACY@MONORAIL.COM.

8. OWNERSHIP RIGHTS.

You expressly acknowledge and agree that Monorail and/or its Affiliates and content providers own all content, trademarks, copyrights and other intellectual property located on and related to the App and Services.

What you own. Monorail claims no ownership of the information you provide to us or of the personal information we collect about you, and you keep whatever rights you have in your own content and information. Section 32 and the Privacy Policy govern how we use and share personal information about you. Section 10.f permits you to copy information from the App for your personal, non-commercial use, and Section 12 identifies the documents you are entitled to receive and to share. This Section 8 does not apply to Feedback, which Section 9 governs.

9. FEEDBACK.

If you send or transmit any communications or materials to Monorail with suggestions, recommendations, questions, or the like relating to changes to the App or its goods or services (collectively, “Feedback”), including without limitation, new features or functionality relating thereto, Monorail is free to use such Feedback irrespective of any other obligation or limitation governing such Feedback. You hereby assign to Monorail all right, title, and interest in, and Monorail is free to use, without any attribution or compensation to any party, the Feedback, including any ideas, know-how, concepts, techniques, or other intellectual property rights contained therein, for any purpose whatsoever, although Monorail is not required to use any Feedback.

10. YOUR REPRESENTATIONS AND OBLIGATIONS.

In addition to other representations and warranties provided herein, in exchange for use of the App and/or any Services, you represent the following:

a. You are responsible for making all arrangements necessary to allow you to access the App and Services.

b. You agree not to create false accounts or to provide false information. You represent and warrant that the contact information and account information you provide is truthful at the time you provide it.

c. You agree to maintain the security of your account. You agree to choose a strong password and keep it private to you. You will not intentionally or unintentionally allow others to access your account. You’re responsible for any and all activity on your account. If you suspect misuse of your account, please contact us immediately.

d. You have the right to provide us with any and all content and information you provide to us.

e. When using the App and/or Services, you will obey all applicable federal, state and local laws.

f. You will copy information from the App only for your personal, non-commercial purposes. You must not exploit the App, the Services or their content commercially: you must not resell, redistribute, license, publish or scrape them, and you must not use them to develop or market a competing product or service. This paragraph does not restrict the use of the App, or of an account, by a trust, an estate, a business, a retirement plan or any other entity that is a client of Monorail Securities LLC, for that client’s own investment purposes.

g. You will not otherwise reproduce, modify, distribute, display or otherwise provide access to this App or its content. You will not use this App or the Services in any way that is unlawful or may harm Monorail’s business.

h. You will not engage in any of the following activities:

- Engaging in activity that is unauthorized advertisement or promotions, including unauthorized solicitation of users of the App and/or Services.

- Collecting personal information of other users of the App and/or Services without such user's consent.

- Using the App, Services and/or any information or content available through the App and/or Services in any manner that is not expressly permitted under these Terms.

- Interfering or attempting to interfere with the proper working of the App and/or Services, bypassing measures used to prevent or restrict access to the App and/or Services, violating or attempting to violate the security or authentication measures of the system, or attempting to probe, scan, or test the vulnerability of a system or network without proper written authorization from us.

In addition to other available rights and remedies, we reserve the right, in our sole discretion, to terminate your account and/or license to use the App and Services if you violate any provision of these Terms. We reserve the right to disclose the identity of anyone posting or transmitting information or materials violating the above prohibitions.

11. GEOGRAPHIC RESTRICTIONS

Monorail is based in the State of Florida in the United States. Monorail provides the App for use only by persons located in the United States. Monorail makes no claims that the App or any of its content is accessible or appropriate outside of the United States. The App and the Services are offered only to residents of the United States, as Section 3 requires. If you are a United States resident and you access the App while you are temporarily outside the United States, you do so on your own initiative and are responsible for compliance with local law, and some Services may not be available to you while you are abroad. Section 13 describes the jurisdictional limits on the Services.

12. CONFIDENTIALITY.

Some of the material we make available through the App is proprietary to Monorail and its Affiliates. “Monorail Confidential Information” means the following, to the extent it is not publicly available: our proprietary research methodology and portfolio construction logic; our models, algorithms, screens and scoring criteria; our non-public analytics, data compilations and performance attribution; the non-public functionality, design, source code and user interface of the App; and our non-public pricing, commercial terms and vendor arrangements. You agree not to disclose Monorail Confidential Information to any other person, not to reproduce, distribute, scrape or otherwise make it available to others without our prior written authorization, and to use it only in connection with your own use of the App and the Services.

What is not confidential. Monorail Confidential Information does not include: (a) your own information — your personal data, your account information, your account statements, trade confirmations and tax forms, and any other record concerning your account, all of which are yours to use and to share as you see fit; (b) any document we are required or elect to deliver or make available to you, including the Form ADV Part 2A brochure and its Appendix 1, any brochure supplement, our privacy notices and privacy consent forms, your account agreements, and our fee schedules; (c) information that is or becomes publicly available other than as a result of your breach of these Terms; (d) information you already knew, free of any obligation of confidentiality, before we disclosed it to you; (e) information you receive from a third party that is not, to your knowledge, under an obligation of confidentiality to us; and (f) information you develop independently without reference to Monorail Confidential Information.

Disclosures you may make. You may disclose Monorail Confidential Information to any joint owner or other authorized person on your account; to your own attorney, accountant, tax preparer, investment adviser or other professional adviser, for the purpose of advising you; and to the extent required by law, regulation, subpoena, court order or other legal process. If you share Monorail Confidential Information with a professional adviser, you agree to ask that person to keep it confidential on the same terms, and not to give that person your password or other credentials for the App. Where you are free to do so, we would appreciate advance notice of a compelled disclosure, but giving us notice is not a condition of your right to make one.

Your communications with regulators and law enforcement are not restricted. Nothing in this Section 12, and nothing elsewhere in these Terms, limits, conditions or interferes with your right to report a possible violation of law or regulation to, to file a complaint with, to respond to a lawful inquiry or request for information from, to participate in or provide information in connection with any investigation or proceeding of, or otherwise to communicate with, any of the following:

- the U.S. Securities and Exchange Commission;

- the Commodity Futures Trading Commission;

- the Financial Crimes Enforcement Network and any other bureau of the U.S. Department of the Treasury, and the Internal Revenue Service;

- the Consumer Financial Protection Bureau and the Federal Trade Commission;

- the U.S. Department of Justice, the U.S. Department of Labor, any federal inspector general, and any other federal department, agency or law enforcement authority;

- any state securities administrator, any state banking, insurance or other financial services regulator, any state attorney general, and any other state or local governmental or law enforcement authority; and

- any self-regulatory organization, including the Financial Industry Regulatory Authority and the National Futures Association.

You do not need our consent, and you do not need to notify us, before making any such report or communication, and you may do so anonymously where the law permits. You do not waive, and nothing in these Terms limits, your right to receive any award or other payment for information you provide to any such authority. Nothing in these Terms is intended to impede any person from communicating directly with the staff of the Securities and Exchange Commission, or with the staff of any other governmental or regulatory authority, about a possible violation of law.

13. RISK FACTORS; NO PROFESSIONAL ADVICE PROVIDED.

Investing involves risk of loss, and you must be able to bear that loss. The value of your investments will rise and fall, you may lose money, and you could lose your entire investment. Past performance is not indicative of future results. The risks described below are not exhaustive; they are a summary of the principal risks of using the App and the Services, and they supplement rather than replace the risk disclosures in Monorail Securities LLC’s Form ADV Part 2A brochure and its Appendix 1, which you should read.

Your investments are not insured or guaranteed. Investment products available through the App are not FDIC insured, are not bank deposits, are not guaranteed by Monorail or any of its Affiliates, and may lose value. Securities held in your brokerage account are protected by the Securities Investor Protection Corporation (SIPC) only against the failure of the broker-dealer holding them, up to applicable limits. SIPC does not protect you against a decline in the market value of your investments. Digital assets are protected by neither SIPC nor the FDIC.

How the advisory program works, and what that means for you. If you open an advisory account, Monorail Securities LLC manages it on a discretionary basis using model portfolios. You should understand the following: the model portfolios are not constructed for your individual circumstances, objectives or restrictions — they are constructed and rebalanced at the model level and you select the model that corresponds to your profile; your allocation is driven by the answers you give in the risk questionnaire, so inaccurate or out-of-date answers can produce an allocation that is wrong for you; the system will not automatically rebalance your allocation when you change your profile inputs, and you must act to adjust it; and the program is not a comprehensive asset management or financial planning service.

Orders are not executed immediately. When portfolio changes are identified, orders are aggregated and generated during the applicable trading day, a draft order file is sent to Monorail Securities for review and approval, and the trades are generally executed throughout the trading day following the date the approval was processed. Monorail Securities provides for a three-day trading window, so your trade may be executed as late as three trading days after the change is identified. The market can move against you between the time a change is identified and the time your trade is executed, and the price you receive may differ materially from the price at the time of the decision. Orders may also be delayed, partially filled or not filled at all.

Exchange-traded funds. The portfolios are built primarily from ETFs. ETFs can have wide bid and ask spreads, which dilute returns; may trade at a premium or discount to the value of their underlying holdings; may fail to track their stated index or market segment; carry their own embedded management fees and expenses, which you bear in addition to the fees you pay us; and may hold concentrated, illiquid or leveraged positions. Leveraged and inverse ETFs can lose value very quickly and are not designed to be held over long periods. The App does not offer margin, and you cannot borrow against your account through the App. Leverage used by an ETF inside its own portfolio is a different matter: it can amplify that fund’s gains and losses and generally results in additional interest costs borne by the fund, which you bear indirectly as a shareholder.

Digital assets (crypto). If you trade digital assets through the App, you should understand that digital assets are highly volatile and speculative, and their price can fall to zero. Digital asset transactions are generally irreversible; a transfer made in error or obtained by someone who gains access to your account may not be recoverable. Digital asset markets operate continuously, can be thinly traded, and are more susceptible to manipulation, fraud and abrupt liquidity failure than regulated securities markets. Digital assets are not protected by SIPC or the FDIC and are not covered by any other insurance against loss in value, theft or platform failure. The legal, regulatory and tax treatment of digital assets is unsettled and may change, potentially with retroactive effect, and a change in law or in a service provider’s policies could restrict or prevent your ability to hold, trade or transfer them. You should not commit funds to digital assets that you cannot afford to lose entirely.

Conservative and Christian values-based investing. Monorail Securities follows the principles of conservative and Christian values-based investing. Applying those principles narrows the universe of available investments. ETFs focusing their strategy on companies that align with conservative or Christian-based values may exclude high-performing companies, and your account may underperform portfolios that are not managed to those principles. Different people define these principles differently, and the screens applied by the ETFs used in the portfolios may not match your own views.

Concentration. A portfolio weighted heavily in one security, one industry or sector, one geographic region, one asset class or one type of security carries greater risk of loss than a more broadly diversified portfolio. Because the portfolios use a limited number of ETFs, your exposure to a particular sector, region or issuer may be more concentrated than you expect.

Fees can consume the return on a small account. The monthly Subscription Fee is a flat dollar amount and is charged per user, not as a percentage of your balance. On a small account, fees can exceed any return you earn and can reduce your principal. For example, a $36 annual subscription fee is more than 7% of a $500 account, before the advisory fee and before any fee charged by ViewTrade, Apex or an ETF. The Subscription Fee is suspended once the user’s billable assets exceed $25,000. Before funding a small account, consider whether the total cost is reasonable relative to the amount you intend to invest.

The wrap fee gives us a reason to trade less. Your advisory account is managed in a wrap fee program: the single fee you pay covers both the advice and the cost of trading, so the less Monorail Securities trades your portfolio, the more of that fee it keeps. That is a conflict of interest. It is described in Item 4 of the Appendix 1 wrap fee program brochure, which you should read.

Technology, availability and cybersecurity. The App may be unavailable, slow or in error, including during periods of high market volatility when you most want access. Outages, connectivity failures, software defects, data errors and third-party service failures may prevent you from placing or changing an order, viewing accurate information, or withdrawing funds when you want to. Automated and analytical tools, including artificial intelligence tools, may produce incomplete or incorrect output. Despite the security measures we maintain, unauthorized persons may gain access to your account or your information. You are responsible for safeguarding your credentials and for notifying us promptly of any suspected unauthorized access.

Taxes. Buying, selling and rebalancing investments has tax consequences, including realized capital gains, and rebalancing within your account may generate taxable events even if you did not initiate the transaction. The tax treatment of digital assets is unsettled and reporting obligations may differ from those for securities. Neither Monorail nor Monorail Securities LLC provides tax advice. You should consult your own tax adviser.

Investments in an affiliate. Advisory clients may be solicited to invest in a private placement offering of an affiliate of Monorail Securities LLC. An investment of that kind is speculative and illiquid, there is no public market for the securities and none is expected to develop, you may be unable to sell or transfer your interest, and you could lose your entire investment. Because the issuer is an affiliate, a conflict of interest exists; those conflicts are described in Item 10 of the Form ADV Part 2A brochure. You are under no obligation to invest, and any such offering is made only through its own offering documents, which contain their own risk factors that you should read.

Our financial condition. Monorail Securities LLC’s financial results are consolidated into the overall enterprise. As disclosed in Item 18 of its Form ADV Part 2A brochure, the enterprise has incurred significant losses in connection with technology investments, and those losses could impair the firm’s ability to continue providing services. Continued operation depends in part on ongoing capital raising efforts, which may not succeed.

Jurisdictional limits. The Services are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use of them would be contrary to applicable law or the rules of any governmental authority, regulatory or self-regulatory organization, or clearing organization, or where Monorail is not authorized to provide them. Some Services may not be available in all jurisdictions or to all clients.

No professional advice through the App; what you may and may not rely on. The information, tools, calculators, projections, illustrations and educational content made available through the App are provided by Monorail, Inc. for general informational purposes. They are not investment, legal, tax or accounting advice, they are not a recommendation to buy or sell any security or digital asset, and they are not individualized to your circumstances. Any figures, projections or returns shown are illustrative only. To the extent you use that content, you acknowledge that you are not relying on Monorail, Inc. in making an investment decision, and you should consider seeking the advice of a qualified professional.

This paragraph does not apply to advisory services. The preceding paragraph does not limit, and nothing in these Terms limits, your right to rely on the investment advice that Monorail Securities LLC provides to you as your investment adviser, or the fiduciary duties Monorail Securities LLC owes you. Where Monorail Securities LLC manages your account, it is acting as your adviser and you are entitled to rely on it as such. See also Section 19.

14. ELECTRONIC SIGNATURES AND ELECTRONIC RECORDS.

The Federal Electronic Signatures in Global and National Commerce Act (“ESIGN”) and similar state laws, particularly the Uniform Electronic Transactions Act (“UETA”), authorize the creation of legally binding and enforceable agreements utilizing electronic records and signatures. ESIGN and UETA require businesses that want to use electronic records or signatures in consumer transactions to obtain the consumer’s consent to receive information electronically. Section 15 governs your consent. Your consent to transact business electronically, to receive records electronically and to use electronic signatures is given and recorded as Section 15 describes, and Monorail maintains electronic records in compliance with ESIGN and UETA requirements. Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually signed such documents. The use of electronic versions of documents fully satisfies any requirement that such documents be provided to you in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means. You agree not to contest the admissibility or the enforceability of Monorail’s electronically stored copy of any such agreement in any proceeding arising out of that agreement. Monorail will notify you of a change to these Terms as Sections 29 and 31 require; you are not obliged to monitor the App for changes. Your right to withdraw your consent, your right to receive records on paper, the time Monorail has to act on a withdrawal, and the charge ViewTrade Securities, Inc. imposes for each month in which a paper account statement is mailed to you are all governed by Section 15. The system requirements for accessing and retaining records electronically, and your responsibility for maintaining the equipment and services you need, are set out in Section 15. Where this Section 14 and Section 15 both address a subject, Section 15 controls.

15. CONSENT TO RECEIVE ELECTRONIC NOTIFICATIONS.

Electronic communication is the most effective and timely way to provide the users of the App and/or Services with any optional or required notifications and disclosures. In some circumstances, however, state and/or federal laws may require us to send you disclosures or communications in paper format unless you have affirmatively consented in advance to receiving them electronically. This section, together with the separate electronic delivery consent presented to you in the App, is that consent, given pursuant to 15 U.S.C. § 7001.

Scope of your consent. Your consent applies to all records, notices, disclosures and communications that we are required or permitted to provide to you in writing in connection with the App and the Services, for as long as you have an account with us. This includes, without limitation: account agreements and amendments to them; account statements, trade confirmations and tax forms made available through the App; the Form ADV Part 2A brochure, its Appendix 1, any brochure supplement, and any summary of material changes; the privacy notice required by Regulation S-P and any state privacy notice or privacy consent form; fee schedules and notices of changes to fees; and legal, regulatory and servicing notices.

Your right to receive records on paper. You have the right to receive any of these records on paper or in another non-electronic form, and you may request a paper copy at any time. Monorail does not charge a fee for a paper copy of any record that Monorail or Monorail Securities LLC provides to you, including account agreements, the Form ADV Part 2A brochure and its Appendix 1, brochure supplements and summaries of material changes, privacy notices and privacy consent forms, and fee schedules and notices of fee changes. Your account statements, trade confirmations and tax forms are issued by ViewTrade Securities, Inc. and Apex Clearing Corporation rather than by Monorail, and ViewTrade charges $5.00 for each month in which a paper statement is mailed to you. That charge is generated only when a paper statement is actually mailed; it is imposed by ViewTrade, not by Monorail, and is in addition to any fee you pay to Monorail or to Monorail Securities LLC.

Your right to withdraw your consent, and what happens if you do. You may withdraw your consent to electronic delivery at any time. Monorail does not charge a fee to withdraw your consent or for paper copies of the records Monorail provides. If you withdraw your consent, however, your account statements will be mailed to you and ViewTrade will charge you $5.00 for each month in which a paper statement is mailed. To withdraw your consent, or to request a paper copy, email us at privacy@monorail.com, write to us at Monorail, 3322 Bee Ridge Road, Sarasota, FL 34239, or use the communication preferences screen in the App. Your withdrawal takes effect once we have had a reasonable opportunity to act on it, and does not affect the validity of any record we delivered electronically before that time. If you withdraw your consent, we will deliver records to you on paper at the postal address in our records, and we may not be able to continue to provide some or all of the App and the Services to you, which may result in the closing of your account or the termination of your Subscription. We will tell you before that happens.

Keeping your contact information current. You must keep the email address and postal address in our records accurate and current so that we can reach you. To update your contact information, use the account settings screen in the App or email us at privacy@monorail.com. If email we send to you is returned to us as undeliverable, we may suspend electronic delivery and mail your account statements to you instead, and ViewTrade will charge $5.00 for each month in which a paper statement is mailed. If you do not want paper statements, please keep your email address current with us.

System requirements. To access and retain records electronically, you will need: a computer, tablet or smartphone with Internet access; a current version of a commonly used web browser, or the Monorail App; an active email address and either email software or access to a web-based email service; software capable of displaying PDF files; and the ability to print or electronically store the records we provide to you. If the hardware or software you need changes in a way that creates a material risk that you will not be able to access or retain records that are the subject of your consent, we will notify you of the revised requirements, tell you of your right to withdraw your consent without any fee or any consequence that we did not previously disclose to you, and obtain your consent again.

How you give your consent. You give your consent electronically, by a separate affirmative action presented to you in the App, in a manner that demonstrates that you are able to access records in the electronic form in which we will provide them. That step is separate from your acceptance of these Terms, and we retain a record of it.

16. THIRD-PARTY LINKS.

The App will contain links to other third-party websites. Our linking to such third-party sites does not imply an endorsement or sponsorship of such sites, or the information, products or services offered on or through the sites. Such third-party websites are maintained by persons or organizations over which Monorail exercises no control. Monorail expressly disclaims any responsibility for the content or results from your use of such third-party websites. If you decide to access any of the third-party websites linked to in the App, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

17. COPYRIGHT COMPLAINTS.

Monorail respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide us with the following information.

- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.

- Description of the copyrighted work that you claim has been infringed.

- The location on the App of the material that you claim is infringing.

- Your address, telephone number and email address.

- A statement that your claim of infringement is based on a good faith belief.

- A statement made under penalty of perjury that the information you have provided is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Our copyright agent for notice of claims of copyright infringement on the App can be reached as follows: privacy@monorail.com

18. ACCESSIBILITY.

We value all our users, and it is our goal to provide an excellent experience for all our users, including our users with disabilities. You understand and accept, however, that some of the features of the App may not be fully accessible because they are provided by third parties or have errors. If you have comments regarding the accessibility of the App, or would like to report an issue you are experiencing, please email us at privacy@monorail.com. You expressly agree to attempt to work with us in good faith to obtain access to our App and Services and that you will not threaten or assert any claims regarding accessibility against us unless you have first provided us with notice of the inaccessibility problem(s) and a thirty (30) day period to remedy the problem.

19. DISCLAIMERS AND LIMITS ON LIABILITY; WAIVER OF JURY TRIAL.

THE APP AND SERVICES, AND ALL INFORMATION AND CONTENT AVAILABLE THROUGH THE APP AND SERVICES ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY IMPLIED OR EXPRESS WARRANTY OF ANY KIND (INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, SECURITY, CORRECTNESS, ACCESSIBILITY AND NON-INFRINGEMENT). MONORAIL, ITS AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, AGENTS, AND SUPPLIERS (COLLECTIVELY THE "MONORAIL PARTIES") MAKE NO REPRESENTATION OR WARRANTY REGARDING: (A) THE CONTINUED AVAILABILITY, RELIABILITY, ACCURACY, ACCESSIBILITY, RESULTS OR PERFORMANCE OF THE APP AND SERVICES; (B) THE EXISTENCE (OR ABSENCE) OF ANY VIRUS, WORM, MALWARE, MALICIOUS CODE OR OTHER DISABLING DEVICES OR CODE FROM ANY SOURCES; (C) THE UNAUTHORIZED ACCESS TO OR USE OF YOUR INFORMATION; (D) ANY TECHNICAL FAILURES (INCLUDING HARDWARE OR SOFTWARE FAILURES); OR (E) LOSS, USE OR MISUSE OF YOUR DATA.

YOUR USE OF THE APP AND SERVICES IS AT YOUR OWN RISK. YOU AGREE THAT THE MONORAIL PARTIES ARE NOT LIABLE FOR ANY CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES. IF YOU LIVE IN A STATE THAT DOES NOT ALLOW THE WAIVER OF CERTAIN WARRANTIES, OR LIMITATIONS OR DAMAGES WAIVERS DESCRIBED IN THIS SECTION, SOME OF THESE PROVISIONS MAY NOT APPLY TO YOU. YOU AGREE TO PROMPTLY NOTIFY MONORAIL IN WRITING IF YOU BELIEVE YOU HAVE ANY CLAIM AGAINST ANY OF THE MONORAIL PARTIES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE TO HAVE A JUDGE (RATHER THAN A JURY) RESOLVE ANY AND ALL ISSUES ARISING IN ANY ACTION OR PROCEEDING RELATING TO THIS APP, ANY GOVERNING TERM, OR TO YOUR RELATIONSHIP WITH MONORAIL AND YOU WAIVE THE RIGHT TO A TRIAL BY JURY. YOU UNDERSTAND THAT THE RIGHT TO A TRIAL BY JURY IS A CONSTITUTIONAL RIGHT AND THAT THIS ELECTION TO HAVE A JUDGE, RATHER THAN A JURY, DETERMINE ALL CLAIMS IS A VOLUNTARY CHOICE.

NOTHING IN THIS SECTION 19 OR ELSEWHERE IN THESE TERMS LIMITS ANY RIGHT YOU HAVE UNDER THE FEDERAL OR STATE SECURITIES LAWS. Nothing in these Terms is intended to, and nothing in these Terms shall: (a) waive, limit, or otherwise modify any right or remedy you may have under the Investment Advisers Act of 1940, the Securities Act of 1933, the Securities Exchange Act of 1934, the Gramm-Leach-Bliley Act, or any applicable state securities or financial privacy law, or under the rules and regulations adopted under any of them; (b) waive, limit, or otherwise modify any duty that Monorail Securities LLC owes to you as an investment adviser and fiduciary, including its duties of care and of loyalty; or (c) constitute a waiver of compliance with any provision of the Investment Advisers Act of 1940 or of any rule or regulation thereunder, any such purported waiver being void under Section 215(a) of that Act.

Accordingly, the warranty disclaimers, the limitations and exclusions of liability and the jury trial waiver set forth in this Section 19 do not apply to any claim arising out of or relating to investment advisory services provided to you by Monorail Securities LLC. To the extent any other provision of these Terms is inconsistent with this paragraph or the preceding paragraph, this paragraph and the preceding paragraph control. Section 20 governs the arbitration of disputes and the waiver of class, collective and representative actions, and Section 20.2 states the same limitation on waivers of your rights under the securities laws that this paragraph and the preceding paragraph state.

20. AGREEMENT TO ARBITRATE; CLASS ACTION WAIVER; YOUR RIGHT TO OPT OUT.

20.1 Notice. THIS SECTION 20 TAKES EFFECT ON OCTOBER 22, 2026, WHICH IS LATER THAN THE DATE THE REST OF THESE TERMS TAKE EFFECT. UNTIL THAT DATE THIS SECTION 20 DOES NOT APPLY, AND A DISPUTE BETWEEN YOU AND MONORAIL IS GOVERNED BY SECTION 19 AND SECTION 23. MONORAIL WILL NOTIFY YOU BEFORE THIS SECTION 20 TAKES EFFECT, AND THE THIRTY (30) DAY OPT-OUT PERIOD IN SECTION 20.13 RUNS FROM THAT NOTICE. THIS SECTION 20 REQUIRES YOU AND MONORAIL TO RESOLVE MOST DISPUTES BY BINDING INDIVIDUAL ARBITRATION RATHER THAN IN COURT, AND WAIVES YOUR RIGHT AND OUR RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE OR REPRESENTATIVE ACTION. IN ARBITRATION THERE IS NO JUDGE AND NO JURY, DISCOVERY IS MORE LIMITED THAN IN COURT, AND REVIEW OF THE AWARD IS LIMITED. YOU MAY OPT OUT OF THIS SECTION 20 WITHIN THIRTY (30) DAYS, AS DESCRIBED IN SECTION 20.13, AND IF YOU DO, NOTHING IN THIS SECTION 20 WILL APPLY TO YOU.

20.2 Nothing here waives your rights under the securities laws. NOTHING IN THIS SECTION 20 — INCLUDING THE AGREEMENT TO ARBITRATE AND THE CLASS ACTION WAIVER — WAIVES, LIMITS OR OTHERWISE MODIFIES ANY RIGHT OR REMEDY YOU HAVE UNDER THE INVESTMENT ADVISERS ACT OF 1940, THE SECURITIES ACT OF 1933, THE SECURITIES EXCHANGE ACT OF 1934, THE GRAMM-LEACH-BLILEY ACT OR ANY APPLICABLE STATE SECURITIES OR FINANCIAL PRIVACY LAW, OR ANY DUTY MONORAIL SECURITIES LLC OWES YOU AS AN INVESTMENT ADVISER AND FIDUCIARY. Arbitration changes only the forum in which a claim is decided. It does not change the law that applies to the claim or the relief that may be awarded on it. Any provision of these Terms that purports to bind you to waive compliance with any provision of the Investment Advisers Act of 1940 is void under Section 215(a) of that Act, and Monorail will not seek to enforce it.

20.3 Talk to us first. Before starting an arbitration or a court proceeding, the party raising the dispute must give the other party a written Notice of Dispute describing the dispute and the relief sought. You send yours to Monorail, Attn: Legal — Notice of Dispute, 3322 Bee Ridge Road, Sarasota, FL 34239, or to legal@monorail.com. We send ours to the postal or email address in your account records. For sixty (60) days after a Notice of Dispute is received, the parties will try in good faith to resolve the dispute informally, and either party may request an individual telephone or video conference for that purpose. This requirement applies equally to you and to Monorail. Any applicable limitations period is tolled while the sixty-day period runs, and neither party’s participation in it waives any right or defense.

20.4 Agreement to arbitrate; what it covers. If a dispute is not resolved under Section 20.3, you and Monorail agree that it will be resolved by binding individual arbitration. This agreement to arbitrate covers any dispute, claim or controversy arising out of or relating to (a) your access to or use of, your payment for, or our provision of the App or the Services; (b) these Terms or the Privacy Policy; (c) the investment advisory services provided to you by Monorail Securities LLC; or (d) any information about you that we collect, use, share or disclose in connection with the foregoing. It applies whether the claim arises in contract, tort, statute, fraud, misrepresentation or any other legal theory, and whether it arose before or after you accepted these Terms. It does not extend to disputes unrelated to the App, the Services or the advisory relationship. It is made under and governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., and, to the extent not inconsistent with that Act, by the Revised Florida Arbitration Code, Chapter 682, Florida Statutes. The Monorail Parties, Monorail Securities LLC, Monorail IP, LLC and Monorail Financial Holdings, LLC are intended beneficiaries of this Section 20 and may enforce it, and are equally bound by it.

20.5 What is not covered. Either you or Monorail may, instead of arbitrating: (a) bring an individual claim in a small claims court of competent jurisdiction, so long as the claim remains in that court and on an individual basis; (b) bring an individual action seeking only injunctive or other equitable relief to prevent the actual or threatened infringement or misappropriation of intellectual property or of confidential information protected by Section 12; and (c) seek a provisional remedy from a court under Section 682.031, Florida Statutes, in aid of arbitration. These exceptions are available to you on the same terms as they are available to Monorail. Section 22 (Equitable Relief) is subject to this Section 20.5 and confers on Monorail no right to a judicial forum that you do not also have.

20.6 Nothing here limits your access to regulators. Nothing in this Section 20, and nothing elsewhere in these Terms, limits, conditions or interferes with your right to report a possible violation of law to, to file a charge or complaint with, or to communicate or cooperate with, the U.S. Securities and Exchange Commission, any state securities administrator or state financial regulator, the Financial Industry Regulatory Authority, the Commodity Futures Trading Commission, the Financial Crimes Enforcement Network, the Department of Justice, the Department of Labor, the Federal Trade Commission, the Consumer Financial Protection Bureau, the Internal Revenue Service, any state attorney general, or any other federal, state or local governmental or self-regulatory authority. You do not need to notify Monorail or obtain our approval before doing so, no arbitration is required first, and nothing in these Terms limits your right to receive any award or payment for information you provide to any such authority.

20.7 Where the arbitration is administered, and under what rules. The arbitration will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules in effect when the arbitration is commenced, together with the AAA Mass Arbitration Supplementary Rules where those apply, as modified by this Section 20. The AAA rules and forms are available at www.adr.org or by telephone at 1-800-778-7879. One arbitrator will decide the dispute, selected under the AAA rules, and you will have a reasonable opportunity to participate in the selection. If AAA is unavailable or declines to administer the arbitration, the parties will agree on a substitute administrator that publishes consumer arbitration rules no less protective of you; if they cannot agree, either party may ask a court to appoint the arbitrator under Section 682.04, Florida Statutes.

20.8 Who pays, and where the hearing is held. You will pay no more than the filing fee that the AAA Consumer Arbitration Rules and fee schedule then in effect require a consumer to pay, and Monorail will pay all other AAA administrative fees and all of the arbitrator’s compensation and expenses. If the AAA rules provide for a waiver or deferral of your filing fee, Monorail will not oppose your request for one, and Monorail will pay your filing fee if AAA does not waive it and you tell us that paying it would be a hardship. Section 24 (Prevailing Party Attorneys’ Fees) does not apply to any arbitration or to any proceeding brought under Section 20.5. Each party will bear its own attorneys’ fees except that the arbitrator may award attorneys’ fees and costs to either party to the extent a statute or other applicable law authorizes such an award, and Monorail will not seek an award of its fees or costs against you unless the arbitrator finds your claim was frivolous or brought in bad faith within the meaning of Rule 11(b) of the Federal Rules of Civil Procedure. Any in-person hearing will be held in the county where you live at the time the arbitration is commenced, unless you and Monorail agree otherwise; you may instead elect to have the arbitration conducted by telephone, by video conference, or on the basis of written submissions alone if the AAA rules permit.

20.9 What the arbitrator may decide and award. The arbitrator may award any relief that a court of competent jurisdiction could award on an individual claim under applicable law, including compensatory, statutory, punitive and exemplary damages, rescission, disgorgement, declaratory and injunctive relief, and attorneys’ fees and costs where a statute authorizes them. The arbitrator will apply the substantive law that a court would apply, including the federal securities laws and the Investment Advisers Act of 1940 where applicable, and will apply the same statute of limitations that a court would apply. The disclaimers, exclusions and limitations of liability in Section 19 are subject to the carve-out set out at the end of Section 19 and do not limit the arbitrator’s authority to award any relief the securities laws make available. The arbitrator will issue a written award stating the essential findings and conclusions on which it is based, and judgment on the award may be entered in any court of competent jurisdiction.

20.10 Individual basis only; class action waiver. YOU AND MONORAIL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF, CLAIMANT OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. The arbitrator may award relief only in favor of the individual party seeking it and only to the extent necessary to provide relief on that party’s own claim, and may not consolidate or join the claims of more than one person except as Section 20.11 provides. This waiver does not apply to a claim for public injunctive relief that applicable law makes non-waivable; any such claim will be heard by a court and will be stayed pending the arbitration of the remaining claims. If this Section 20.10 is found unenforceable as to any claim or request for relief, then that claim or request for relief — and only that claim or request for relief — will be severed from the arbitration and decided in a court of competent jurisdiction, and the remainder of this Section 20 will continue to apply to all other claims. In no event will any class, collective or representative claim be arbitrated.

20.11 If many similar arbitrations are filed. If twenty-five (25) or more demands for arbitration of a similar nature are filed against Monorail by or with the assistance of the same or coordinated counsel, the AAA Mass Arbitration Supplementary Rules will apply, including the appointment of a Process Arbitrator and of a Global Mediator. AAA may group the demands into batches for the administrative purposes those rules describe. No determination, ruling or award in any one arbitration is binding, or has any precedential or preclusive effect, in the arbitration of any other person’s claim. Every claimant retains the right to have their own claim decided on its own merits, by an arbitrator selected for that claim, with the information exchange the AAA Consumer Arbitration Rules provide. This Section 20.11 applies equally to demands filed by Monorail and binds Monorail to the same terms.

20.12 Who decides questions about this Section 20. Except as this Section 20.12 provides, the arbitrator has exclusive authority to resolve any dispute about the interpretation, scope, applicability or enforceability of this Section 20, including whether a particular claim must be arbitrated. A court, and not an arbitrator, will decide (a) whether an agreement to arbitrate exists between you and Monorail and whether you validly accepted or opted out of it, as Section 682.02, Florida Statutes, requires, and (b) whether the class action waiver in Section 20.10 is enforceable. If a court and an arbitrator would both have authority under this Section 20 and any other agreement between you and Monorail or Monorail Securities LLC, the court will decide which agreement governs.

20.13 Your right to opt out — thirty days. You may reject this entire Section 20 by telling us so within thirty (30) days. If you are a new user, the thirty days run from the date you first accept these Terms. If you already had an account when this Section 20 took effect, the thirty days run from the date we notify you of it. To opt out, send us a written notice, signed by you, that states your name, the email address and postal address on your account, and that you are opting out of the arbitration agreement in Section 20. Send it by email to legal@monorail.com with the subject line “Arbitration Opt-Out,” or by mail to Monorail, Attn: Arbitration Opt-Out, 3322 Bee Ridge Road, Sarasota, FL 34239. If you opt out, no part of this Section 20 applies to you — not the agreement to arbitrate and not the class action waiver in Section 20.10. Opting out has no other effect: it will not change your Subscription, your account, your advisory relationship with Monorail Securities LLC, or any other part of these Terms, and Monorail will not terminate, restrict or penalize your account because you opted out. Disputes with a user who has opted out will be resolved in the courts identified in Section 23.

20.14 Confidentiality of the arbitration. Either party may keep the existence, content and result of an arbitration confidential, except as reasonably necessary to prepare for or conduct the arbitration, to enforce, confirm, modify or vacate an award, to obtain or provide insurance or professional advice, or as required by law or by a court, arbitrator or governmental or self-regulatory authority. Nothing in this Section 20.14 limits anything described in Section 20.6, and nothing in it prevents you from discussing your own dispute with a regulator, a lawyer, an accountant or a family member.

20.15 Changes to this Section 20. Monorail may change this Section 20 only prospectively and only on at least thirty (30) days’ advance written notice to you. A change to this Section 20 will not apply to any dispute for which a Notice of Dispute was given, or a demand for arbitration or a court proceeding was filed, before the change took effect. If you do not want a change to apply to you, you may reject it by sending us an opt-out notice in the manner described in Section 20.13 within thirty (30) days after we notify you of the change, in which case the version of this Section 20 in effect immediately before the change will continue to govern between you and Monorail. Section 29 does not permit Monorail to change this Section 20 without the notice this Section 20.15 requires.

20.16 Survival and severability. This Section 20 survives the termination of your Subscription, the closing of your account and any termination or expiration of these Terms. If any part of this Section 20 other than Section 20.10 is found unenforceable, that part will be severed and the remainder of this Section 20 will continue in effect; Section 20.10 is governed by the severance rule stated in that Section.

21. INDEMNIFICATION.

You agree to indemnify, defend and hold harmless Monorail, its Affiliates and its third-party service providers from and against any third-party claim, demand, action, liability, fine, penalty or expense that arises from: (a) your breach of these Terms; (b) your violation of any applicable law or of the rights of any third party; (c) your infringement, or the infringement by any third party using your account, of the intellectual property rights of another; or (d) any activity through your account that you authorized.

What this indemnity does not cover. You are not required to indemnify Monorail, any Affiliate or any service provider against any claim, loss or expense to the extent it arises from their own negligence, gross negligence, recklessness, willful misconduct, fraud or violation of law, from any breach of these Terms by Monorail, or from any breach by Monorail Securities LLC of its duties to you as an investment adviser and fiduciary. This Section 21 does not apply to any claim you bring against Monorail or any Affiliate, and nothing in this Section 21 limits, waives or otherwise modifies any right or remedy you have under the Investment Advisers Act of 1940, the Securities Act of 1933, the Securities Exchange Act of 1934, the Gramm-Leach-Bliley Act or any applicable state securities or financial privacy law. The carve-out at the end of Section 19 applies to this Section 21.

How an indemnity claim works. If Monorail seeks indemnification from you, it will notify you promptly in writing of the claim, will give you a reasonable opportunity to participate in the defense of it with counsel of your choosing at your expense, and will not settle or compromise the claim in a way that imposes any obligation or admission on you without your prior written consent. A failure to notify you promptly relieves you of your obligations under this Section to the extent the delay prejudices you.

22. EQUITABLE RELIEF.

Each party acknowledges that a breach or threatened breach by it of Section 8 (Ownership Rights) or Section 12 (Confidentiality) may cause the other party harm for which monetary damages would not be an adequate remedy, and that in the event of such a breach or threatened breach either party may seek equitable relief, including a temporary restraining order, a preliminary or permanent injunction and specific performance, from a court of competent jurisdiction, in addition to any other right or remedy available to it. Whether such relief should be granted, and whether a bond should be required, is for the court to decide under applicable law; neither party stipulates in advance that a breach by the other would cause irreparable harm, and neither party waives the other’s right to be heard on that question. This Section is subject to Section 20.5, and confers on Monorail no right to a judicial forum that you do not also have.

23. CONTROLLING LAW AND VENUE.

Governing law. These Terms, their construction and interpretation, and the relationship between the parties are governed by the internal laws of the State of Florida, without giving effect to its conflict of laws provisions, except that Section 20 is governed by the Federal Arbitration Act as Section 20.4 provides, and except that nothing in this Section displaces any protection that the law of the state in which you reside gives you and that may not be waived by contract.

Venue. Subject to Section 20, any action to enforce or relating to these Terms, or arising out of the relationship between the parties, must be brought exclusively in the state courts sitting in Sarasota County, Florida, or in the United States District Court for the Middle District of Florida, Tampa Division, and each party consents to the jurisdiction of those courts and waives any objection to venue in them. Nothing in this Section limits your right to bring an individual claim in a small claims court where you live, as Section 20.5 provides, or requires you to travel to Florida for an arbitration; an arbitration hearing is held where you live, as Section 20.8 provides.

24. PREVAILING PARTY ATTORNEYS’ FEES.

In any action between you and Monorail to enforce these Terms, the prevailing party is entitled to recover from the other party its reasonable costs and attorneys’ fees, to the extent a court awards them under applicable law, in addition to any other relief awarded. This Section applies equally to you and to Monorail. This Section does not apply to any arbitration under Section 20 or to any proceeding brought under Section 20.5, which are governed by Section 20.8, and it does not apply to any claim arising out of or relating to investment advisory services provided to you by Monorail Securities LLC.

25. FORCE MAJEURE.

Neither party will be liable for, or be considered to be in breach of or default under these Terms on account of any delay or failure to perform as required by these Terms as a result of any cause or condition beyond such party’s reasonable control, so long as such party uses all commercially reasonable efforts to avoid or remove such causes of non-performance or delay.

26. ENTIRE AGREEMENT.

These Terms, together with Monorail’s Privacy Policy, contain the entire agreement between the parties with respect to the subject matter hereof, and supersede all prior and contemporaneous representations, promises, agreements and understandings, whether oral or written, between the parties concerning that subject matter. You may from time to time enter into a binding agreement relating to a particular product or service available through the App — including your written investment advisory agreement with Monorail Securities LLC — which may contain terms different from these Terms. In the event of an inconsistency, the terms of that other agreement control with respect to the product or service that agreement governs. Section 20 is an exception: the agreement to arbitrate in Section 20 continues to apply unless the other agreement contains its own dispute-resolution provision that expressly supersedes Section 20, and Section 20.12 governs who decides which agreement applies. Severability is governed by Section 27.

27. SEVERABILITY.

If any term or provision in these Terms is found to be void, against public policy, or unenforceable by a court of competent jurisdiction and such finding or order becomes final with all appeals exhausted, then the offending provision shall be deemed modified to the extent necessary to make it valid and enforceable. If the offending provision cannot be so modified, then the same shall be deemed stricken from these Terms in its entirety and the remainder of these Terms shall survive with the said offending provision eliminated.

28. WAIVER.

No waiver by either party of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by either party to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

A waiver is effective only if it is in writing and signed by the party giving it. This Section applies equally to you and to Monorail.

29. CHANGES TO THESE TERMS, THE APP OR THE SERVICES.

Changes to these Terms. Monorail may change these Terms. Before a material change takes effect, Monorail will give you at least thirty (30) days’ advance notice of it, by email or by in-App message as described in Section 31, and will state the date on which the change takes effect. A change that is not material — correcting a typographical error, or a change we make to comply with law or with a regulator’s requirement — may take effect on the date we post it. No change applies retroactively, and no change applies to any dispute for which a Notice of Dispute was given, or a demand for arbitration or a court proceeding was filed, before the change took effect. Changes to Section 20 are governed by Section 20.15, and this Section does not permit Monorail to change Section 20 without the notice Section 20.15 requires.

Your choices when we change these Terms. If you continue to use the App or the Services on or after the effective date of a change, you accept the change. If you do not want to accept it, you may terminate your Subscription and close your account at any time before the effective date, without penalty and without any early-termination or cancellation charge, by using the subscriptions page in the App or by telling us in the manner described in Section 31. Terminating in these circumstances does not affect your right to any refund described in Section 30 or in the Form ADV Part 2A brochure, or your right to withdraw the funds and sell the positions in your account.

Changes to the App and the Services. Monorail may change, suspend or discontinue the App or any product or Service offered through it, and may restrict access to the App or parts of it, at any time. Where a change would materially reduce a feature or Service you use, Monorail will give you notice of it as described in Section 31 unless the change is required by law, is needed to address a security or operational risk, or is outside Monorail’s reasonable control. Monorail is not liable for the App or any product or Service being unavailable at any time or for any period, except to the extent Section 19 and Section 20 provide otherwise. Nothing in this Section affects your right to withdraw funds from your account or to sell the positions in it.

30. SUBSCRIPTION FEES & TERMS.

IMPORTANT DISCLAIMER: By signing up for and agreeing to the applicable subscription fees and payment terms, you agree to be bound by these Terms and the Privacy Policy, and other policies and procedures posted on the App.

Use of App. In order to have full access to the App and Services, certain users will be required to enroll in a subscription account (“Subscription”). Whether a user is required to enroll in a Subscription in order to access the App and Services will depend upon when the user created an account: (i) new users and existing users created on or after December 17, 2022, will be required to enroll in a Subscription to receive full access to the Services; and (ii) existing users created before December 17, 2022, will have full access to the App and Services without a Subscription. Regardless of Subscription status, all users will be permitted to withdraw funds in the App at any time.

Fees. In addition to any advisory fee payable to Monorail Securities LLC, you agree to pay Monorail a monthly subscription of three dollars ($3) (the “Subscription Fee”) to use the Services. You are required to connect a bank account at the time you enroll in your Subscription and to maintain a connected bank account throughout the term of your Subscription. The Subscription Fee is charged via ACH transfer through your connected bank account and is automatically debited monthly, by a third-party service provider, on the day of the month on which you enrolled in the Subscription. Monorail suspends the Subscription Fee for any month in which the billable assets in your advisory account exceed twenty-five thousand dollars ($25,000), as described in the Form ADV Part 2A brochure and its Appendix 1. Monorail may change the Subscription Fee; before a change takes effect Monorail will give you at least thirty (30) days’ notice of it as described in Section 31, and Section 29 applies to the change. If payment of the Subscription Fee fails for any reason, Monorail may suspend or terminate the Subscription, and the Term and Termination paragraph below describes what happens to your access.

Advisory fees are separate, and so is the refund procedure. The Subscription Fee is not an advisory fee. Monorail Securities LLC charges an annual asset-based advisory fee of 0.50% of assets under management, payable quarterly in advance and debited directly from your custodial account, as described in Item 5 of its Form ADV Part 2A brochure and Item 4 of its Appendix 1 wrap fee program brochure. A digital asset (crypto) trading account is charged a separate annual fee that will not exceed 1% of the assets in that account, and that fee includes the monthly Subscription Fee for the App. Monorail does not charge a fee for a self-directed stock trading account, although ViewTrade and Apex may charge their own fees and transaction charges on any account. Those brochures and your investment advisory agreement, not these Terms, govern the advisory fee. If you terminate an advisory account, Monorail Securities LLC must receive written notice of the termination and a written request for a refund of any prepaid, unearned advisory fee. The thirty (30) day period described in the brochures is an administrative request window and not a deadline: a request received after thirty days will still be honored. Terminating your Subscription does not by itself terminate your investment advisory agreement, and terminating your investment advisory agreement does not by itself terminate your Subscription.

Paper statements. Your account statements, trade confirmations and tax forms are issued by ViewTrade Securities, Inc. and Apex Clearing Corporation, not by Monorail. They are made available to you electronically at no charge. If a paper statement is mailed to you — because you asked for paper delivery, because you withdrew your consent to electronic delivery under Section 15, or because email we sent to you was returned as undeliverable — ViewTrade will charge you $5.00 for each month in which a paper statement is mailed. This charge is generated only when a paper statement is actually mailed, is imposed by ViewTrade rather than by Monorail, and is in addition to the Subscription Fee and to any advisory fee payable to Monorail Securities LLC. If you do not want to receive paper statements, please keep the email address in your account settings accurate and current.

Term and Termination. The Subscription term will commence on the date the user signs up for a Subscription agreement and continue until terminated by either party. Either party may terminate the Subscription term at any time; users may terminate by navigating in the App from the menu page to the subscriptions page. During the month the subscription is terminated, the user will retain access to the App and Services until the current billing period expires. After the expiration of the current billing period, the user will still have access to the App but will only be permitted to access funds in their account for the purpose of withdrawing funds and selling stocks.

See also Section 29, which gives you the right to terminate your Subscription without penalty before a change to these Terms takes effect, and the Advisory fees paragraph above, which describes the refund procedure for a prepaid advisory fee.

31. HOW WE COMMUNICATE WITH YOU; NOTICES.

How we give you notice. Where these Terms, the Privacy Policy or applicable law require or permit us to give you a notice, we may give it by email to the address in your account records, by a message or notification in the App, by mail to the postal address in your account records, or — where law permits and these Terms do not require otherwise — by posting it on the App. A notice we send by email or in-App message is effective when we send it; a notice we send by mail is effective three business days after we mail it. Where these Terms require advance notice — including the thirty days’ notice of a change to the Subscription Fee under Section 30 and the thirty days’ notice of a change to Section 20 — we will send that notice to you by email or by in-App message and will not rely on posting alone.

Keeping your contact information current. You must keep the email address and postal address in your account records accurate and current, and you can update them on the account settings screen in the App. If email we send you is returned as undeliverable we may suspend electronic delivery, with the consequences described in Section 15. If you do not want paper statements, please keep your email address current with us.

We do not send text messages. Monorail does not send SMS or other text messages to users. Monorail will not send you a text message, and will not place an autodialed or prerecorded call to you, unless you have separately given the consent that applicable law requires for that kind of message, including the prior express written consent the Telephone Consumer Protection Act requires for marketing messages. Your acceptance of these Terms and your creation of an account are not that consent. If we later offer text messaging, we will ask for your consent separately, tell you that message and data rates may apply, and give you a way to stop the messages.

How you give us notice. You may give us notice by email to legal@monorail.com or by mail to Monorail, 3322 Bee Ridge Road, Sarasota, FL 34239. A Notice of Dispute under Section 20.3 and an arbitration opt-out notice under Section 20.13 must be sent as those Sections describe. Section 36 lists our other contact channels.

32. YOUR PRIVACY CHOICES; INFORMATION SHARED WITH A REFERRING ADVISER.

Where to find our privacy disclosures. How we collect, use, share and protect information about you is described in our Privacy Policy (https://www.monorail.com/privacy) and, separately, in the privacy notice that Regulation S-P requires Monorail Securities LLC to deliver to you. Those documents, not these Terms, govern our handling of your personal information, and where they conflict with these Terms they control on that subject.

You have choices, and they are not made in these Terms. Depending on where you live, you may have the right to opt out of, or the right to be asked to opt in to, some sharing of information about you. These include an opt-out of sharing your information with nonaffiliated third parties, an opt-out of affiliates using certain information about you to market to you, and — in some states, including California, Vermont and Massachusetts — a requirement that we obtain your affirmative consent before we share your information at all. Accepting these Terms is not consent to that sharing. We ask for it separately, on a separate screen or form, and you can decline or later revoke it without affecting your account. The privacy notice explains how.

Information we share with a referring adviser. If an investment adviser, whether independent of us or under common control with us, referred you to Monorail Securities LLC and is paid a fee for the referral, we share limited information about your account with that adviser through a secure adviser dashboard so that the adviser can be compensated, can see the referral it made, and can see at a portfolio level how the assets it referred are allocated. What we share is limited, and we do not send that adviser the amount of the advisory fee billed to you — though the compensation figure we do share is calculated from that fee, so an adviser who knows its own rate can work the fee out from it. The categories of information, the purposes, and the recipients are described in the privacy notice and in Item 10 of the Form ADV Part 2A brochure. If your state requires your consent before we share, we will not share until we have it.

How long we keep information, and how to ask us to delete it. We keep information about you for as long as you have an account and afterwards for as long as the federal securities laws require us to keep it — the recordkeeping rules under the Investment Advisers Act generally require at least five years — and for as long as we need it to comply with law, resolve disputes and enforce our agreements. You may ask us to delete information about you by emailing privacy@monorail.com, and we will do so except where we are required or permitted to keep it. Some state privacy laws give you additional rights; the Privacy Policy explains them and how to exercise them.

33. ASSIGNMENT; SUCCESSORS.

Monorail may assign these Terms; you may not. Monorail may assign or transfer these Terms, in whole or in part, and may delegate any of its obligations under them, to an affiliate or to a successor in connection with a merger, reorganization, sale of all or substantially all of its assets, or other change of control, without your consent and without notice to you. You may not assign or transfer these Terms or your account, or delegate any of your obligations, without our prior written consent, and any attempt to do so is void. These Terms bind and benefit the parties and their permitted successors and assigns.

This Section does not apply to your investment advisory agreement. Your written investment advisory agreement with Monorail Securities LLC may not be assigned without your consent. Section 205(a)(2) of the Investment Advisers Act of 1940 prohibits an investment adviser from entering into an advisory contract that permits assignment of the contract without the client’s consent, and nothing in this Section 33 permits or purports to permit any such assignment. If a transaction would result in an assignment of your advisory agreement, Monorail Securities LLC will seek your consent as that agreement and the Advisers Act require.

34. SURVIVAL.

If your Subscription or your account is terminated, or if these Terms otherwise end, the following provisions survive and continue to apply to anything that happened while they were in effect: Section 8 (Ownership Rights), Section 9 (Feedback), Section 12 (Confidentiality), Section 13 (Risk Factors), Section 19 (Disclaimers and Limits on Liability; Waiver of Jury Trial), Section 20 (Agreement to Arbitrate; Class Action Waiver; Your Right to Opt Out), Section 21 (Indemnification), Section 22 (Equitable Relief), Section 23 (Controlling Law and Venue), Section 26 (Entire Agreement), Section 27 (Severability), Section 32 (Your Privacy Choices), Section 33 (Assignment), this Section 34, and any provision of Section 30 governing fees you already owe. Termination does not affect any right, obligation or liability that arose before it, and does not affect your rights under the federal or state securities laws or the duties Monorail Securities LLC owes you as your investment adviser.

35. STATE-SPECIFIC NOTICES.

California residents. Under California Civil Code Section 1789.3, California residents who use the App are entitled to the following notice. The provider of the App is Monorail, Inc., 3322 Bee Ridge Road, Sarasota, FL 34239. The Subscription Fee and other charges for the Services are described in Section 30. To file a complaint about the App or the Services, or to receive further information about using them, contact us in writing at that address or by email at legal@monorail.com. You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

California residents: your privacy choices. California Financial Code Sections 4050 through 4060 require Monorail Securities LLC to obtain your affirmative consent before sharing information about you with a nonaffiliated third party, and to give you a separate opt-out for certain sharing with affiliates. We ask for that consent on a separate form, as Section 32 describes. A pre-dispute waiver of the right to a jury trial is not enforceable in California, and nothing in Section 19 is intended to operate as one against a California resident.

Residents of other states. Vermont and Massachusetts, among other states, also require your affirmative consent before we share information about you with a nonaffiliated third party. Where your state gives you a right that these Terms would otherwise limit, your state’s law controls and the limitation does not apply to you.

36. QUESTIONS.

If you have any questions about us, the App, our Services, our Privacy Policy, or these Terms, you may contact us at:

Monorail

3322 Bee Ridge Road

Sarasota, FL 34239

privacy@monorail.com

Contact webform (https://intercom.help/monorailapp/en)