Terms of Service

Welcome to Telona. These Terms of Service (the "Terms" or "Agreement") govern your access to and use of the Telona website at telona.co, the Telona application, and the related products, features, and services we make available (collectively, the "Service"). The Service is provided by Telona LLC, a Florida limited liability company and a subsidiary of SponsorCloud LLC ("Telona," "we," "us," or "our"). In these Terms, "you" and "your" refer to the individual who accesses or uses the Service.

Please read these Terms carefully. By creating an account, clicking to accept, or otherwise accessing or using the Service, you agree that you are at least eighteen (18) years of age and that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy at telona.co/privacy, which is incorporated into these Terms by reference. If you do not agree, you are not authorized to access or use the Service.

Section 18 contains a binding arbitration provision and a class action waiver that affect how disputes between you and Telona are resolved. Please read it carefully.

1.Telona and SponsorCloud

1.1Subsidiary relationship. Telona is a subsidiary of SponsorCloud LLC. Telona and SponsorCloud are separate companies that operate distinct products. The Service is designed to work with the SponsorCloud investor portal, and you may be offered the option to create a Telona account from within SponsorCloud, but your use of Telona is governed by these Terms and your use of SponsorCloud is governed by SponsorCloud’s own terms and privacy policy.

1.2Data from SponsorCloud. If you choose to connect Telona from within the SponsorCloud investor portal, you authorize SponsorCloud to share certain of your information with Telona so that it is available in your Telona account. As described in the connection screen, this information includes your investment holdings, distributions, and contact information, and may include the addresses and employer identification numbers (EINs) of investing entities associated with your profile. It does not include your Social Security number or bank account credentials. SponsorCloud and Telona each act as separate controllers of the information they hold. Deleting your Telona account does not delete or change any information held by SponsorCloud, and you must contact SponsorCloud directly regarding information in your SponsorCloud account.

2.The Service; No Professional Advice

2.1What the Service is. Telona is a wealth and net worth tracking application. It allows you to aggregate, organize, view, and track your investments and other assets and liabilities in one place, including private investments managed through SponsorCloud and external financial accounts you choose to connect. The Service may include performance tracking and projection features that display figures based on data you enter and data obtained from the sources you connect.

2.2Informational purposes only. The Service is provided for informational and personal financial organization purposes only. Telona is not a broker-dealer, investment adviser, registered investment adviser, financial planner, accountant, tax adviser, or law firm, and Telona does not provide investment, financial, legal, tax, accounting, or other professional advice. Nothing in the Service is a recommendation, offer, or solicitation to buy, sell, or hold any security or investment, or to adopt any investment strategy. You are solely responsible for your own financial decisions and should consult your own licensed professional advisers before acting.

2.3No custody and no movement of money. Telona does not hold, custody, transfer, or move your money or assets, and the Service does not provide any payment, funding, or funds transfer functionality. Telona cannot move money on your behalf.

2.4Projections, estimates, and performance figures. Any projections, forecasts, hypothetical performance, internal rate of return, multiple, valuation, or similar forward-looking or calculated figures shown in the Service are illustrative only. They are generated from assumptions and from data that you and third parties provide, they may be incomplete, delayed, or materially inaccurate, and they are not a promise, guarantee, or prediction of future results. Past performance is not indicative of future results. These figures do not constitute investment, financial, tax, or legal advice, and you should not rely on them as the sole basis for any decision.

2.5Accuracy of information and valuations. The Service depends on the accuracy and completeness of information provided by you, by SponsorCloud, by connected financial institutions, and by other third parties. For private holdings and other assets that are not automatically valued, you may be required to enter net asset value (NAV) or other figures yourself. You are solely responsible for the accuracy of any figures you enter. Telona does not independently verify, audit, or guarantee the accuracy, completeness, or timeliness of any information displayed in the Service, whether provided by you or obtained from a third party.

2.6Beta and new features. From time to time we may offer features that are identified as beta, preview, evaluation, or early access, or that are newly released. These features are provided on an as-is basis for you to try, may not work as intended, and may be changed, limited, or discontinued at any time. To the fullest extent permitted by law, we have no liability arising from these features beyond what is stated in these Terms.

3.Eligibility and Your Account

3.1Eligibility. You must be at least eighteen (18) years of age and capable of forming a binding contract to use the Service. The Service is intended for users in the United States.

3.2Registration. To use the Service you must create an account and provide certain information, such as your name, email address, and other details. You agree to provide information that is accurate, current, and complete, and to keep it updated. If any information you provide is untrue, inaccurate, not current, or incomplete, or we have reasonable grounds to suspect that it is, we may suspend or terminate your account.

3.3Account security. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You agree to notify us immediately at support@telona.co of any unauthorized use of your account or any other breach of security. We may disable any credentials at any time. Your account is personal to you, and you may not share it with or transfer it to any other person.

3.4Sanctions and location. You represent that you are not located in, or a resident or national of, any country or region subject to comprehensive U.S. embargo or sanctions, and that you are not identified on any U.S. government list of prohibited or restricted parties. You may not use the Service in violation of any applicable export control or sanctions laws.

4.Account Aggregation and Third-Party Financial Data

4.1Connecting external accounts. The Service allows you to connect external financial accounts so that Telona can display information from those accounts. To do this, Telona uses Plaid Inc. (“Plaid”) as a service provider. When you connect an account, you authorize Telona and Plaid to access and retrieve information from that account on your behalf, on a read-only basis, in order to provide the Service.

4.2Scope of access. The information retrieved through Plaid may include your transactions, investment holdings, and liabilities associated with the accounts you connect. The connection is read-only. Telona and Plaid do not, and cannot, use this connection to move money or initiate transactions.

4.3Your credentials. When you connect an account, your online banking or financial institution credentials are provided to and handled by Plaid, not by Telona. Telona does not receive or store your bank or financial institution usernames or passwords. Access is provided through secure tokens that you can revoke.

4.4Plaid terms. Your use of Plaid is also governed by Plaid’s end user privacy policy and terms, available at plaid.com/legal. By connecting an account, you agree that Telona may access and use the information described above consistent with these Terms and our Privacy Policy, and you grant Telona and Plaid the authority to act on your behalf to access that information.

4.5Third-party institutions. Your financial institutions and other third-party data sources are not controlled by Telona. Telona is not responsible for the acts or omissions of any financial institution or other third party, for the availability or accuracy of data they provide, or for any changes they make that affect the connection.

4.6Authorization and agency. For the limited purpose of accessing and retrieving information from the accounts you connect, you authorize and appoint Telona, and Plaid acting on Telona’s behalf, as your agent to access the relevant third-party sites and retrieve your account information on your behalf. You agree that the financial institutions and other account providers you connect may rely on this authorization. In doing so, Telona acts solely as your agent, and not as the agent of, or on behalf of, any third party or financial institution.

5.Fees and Paid Features

5.1Free and paid features. Getting started with Telona is free. We may offer paid plans, subscriptions, or premium features (“Paid Features”) now or in the future. The features, pricing, and billing terms of any Paid Features will be described to you at the point of purchase or in a then-current pricing page or order, which is incorporated into these Terms when you subscribe. We may introduce, change, or discontinue Paid Features and pricing from time to time.

5.2Payment processing. Payments for Paid Features are processed by our third-party payment processor, Stripe, Inc. (“Stripe”). Your payment information is collected and processed by Stripe subject to Stripe’s terms and privacy policy. You must provide and maintain a valid payment method for any Paid Features, and you authorize us and Stripe to charge that payment method for all applicable fees and taxes.

5.3Subscriptions and automatic renewal. If you purchase a subscription, it will renew automatically for successive periods of the same length at the then-current price, unless and until you cancel. We will disclose the renewal terms to you before you subscribe. You may cancel a subscription at any time through your account settings or by emailing support@telona.co, and cancellation will take effect at the end of the then-current billing period. Except where required by law, fees are non-refundable and you will not receive a prorated refund for any unused portion of a billing period.

5.4Changes to fees. We may change the fees for Paid Features. For subscriptions, we will provide notice by email or in the Service at least thirty (30) days before a change takes effect, and the change will apply on your next renewal. Your continued use of a Paid Feature after a fee change takes effect constitutes acceptance of the new fee. You are responsible for all applicable taxes.

6.Acceptable Use

You agree to use the Service only for its intended purpose and in compliance with all applicable federal, state, and local laws and regulations. You shall not, and shall not permit any third party to:

• copy, modify, or create derivative works of the Service, in whole or in part;
• reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive the source code or underlying structure of the Service, except to the extent this restriction is prohibited by applicable law;
• upload or transmit any virus, malware, or other code designed to interrupt, damage, or limit the functionality of the Service or any other system;
• interfere with, disrupt, or circumvent any security feature of the Service or any feature that restricts or limits use of or access to the Service;
• attempt to obtain the password, account, or other private information of another user or of Telona;
• access or use another person’s financial accounts or data without authorization, or connect any account you are not authorized to access; or
• use the Service in any manner that infringes, misappropriates, or violates any right of any person, or that violates any law, regulation, or legal requirement.

7.Intellectual Property

7.1Ownership. The Service, including all software, text, graphics, images, user interfaces, and other content provided by Telona (other than Your Data as defined below), and all intellectual property rights in the foregoing, are owned by Telona or its licensors and are protected by United States and international laws. Except for the limited right to access and use the Service under these Terms, no right, title, or interest in any Telona intellectual property is granted to you.

7.2Trademarks. Telona, SponsorCloud, and their associated logos are trademarks of Telona or its affiliates. You may not use or copy them without our prior written permission. Other names and logos in the Service may be trademarks of their respective owners.

7.3Your Data. As between you and Telona, you retain ownership of the information and content you provide to the Service and the information retrieved on your behalf from your connected accounts (collectively, “Your Data”). You grant Telona a non-exclusive, worldwide, royalty-free license to host, store, process, display, and use Your Data as necessary to provide, secure, and improve the Service, and otherwise as described in our Privacy Policy.

7.4Feedback. If you send us any suggestions, comments, or other feedback about the Service (“Feedback”), we are free to use it for any purpose without any obligation or compensation to you.

7.5Aggregated and de-identified data. Telona may create de-identified and aggregated data from Your Data and from use of the Service, including by combining your data with that of other users (“Aggregated Data”). Aggregated Data does not identify you or any individual. As between the parties, Telona owns Aggregated Data and may use and disclose it for any lawful purpose, including to operate, analyze, improve, and market the Service, to present general trends and benchmarks within the Service (for example, how users in aggregate have allocated across funds or asset types), and for research and commercial purposes. For clarity, Telona does not sell your Personal Information.

8.Third-Party Services and Links

The Service integrates with and relies on third-party services, including Plaid, Stripe, and SponsorCloud, and may contain links to third-party websites or resources. Your use of a third-party service is governed by that party’s own terms and privacy policy. Telona does not control and is not responsible for third-party services or content, and the inclusion of any link or integration does not imply endorsement. You are responsible for reviewing and complying with the terms of any third-party service you use in connection with the Service.

9.Privacy

Our collection and use of your personal information is described in our Privacy Policy at telona.co/privacy, which is incorporated into these Terms. By using the Service, you acknowledge that you have read the Privacy Policy.

10.Disclaimer of Warranties

Telona tries to keep the Service accessible, accurate, and secure, but cannot guarantee that it will be uninterrupted, secure, or free of errors or omissions, or that any information displayed in the Service is accurate, complete, or current.

THE SERVICE IS PROVIDED "AS IS WITH ALL FAULTS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, TELONA AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. TELONA DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT ACCESS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR ITS SERVERS ARE FREE OF HARMFUL COMPONENTS. TELONA MAKES NO WARRANTY REGARDING THE ACCURACY, COMPLETENESS, TIMELINESS, OR RELIABILITY OF ANY DATA, VALUATION, PROJECTION, OR OTHER INFORMATION OBTAINED THROUGH THE SERVICE, INCLUDING INFORMATION PROVIDED BY FINANCIAL INSTITUTIONS, PLAID, SPONSORCLOUD, OR YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

11.Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL TELONA, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SERVICE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER THEORY, AND WHETHER OR NOT TELONA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF TELONA FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS YOU PAID TO TELONA IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100). THE FOREGOING LIMITATIONS DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

12.Indemnification

You agree to indemnify, defend, and hold harmless Telona and its affiliates, officers, directors, employees, and agents from and against any claim, demand, loss, liability, damage, cost, or expense (including reasonable attorneys’ fees) arising out of or relating to (a) your use of the Service, (b) your breach of these Terms, (c) any information or content you provide to or through the Service, (d) your violation of any right of any third party, or (e) your violation of any law or regulation.

13.Term, Suspension, and Termination

13.1By you. You may stop using the Service and delete your account at any time through your account settings or by emailing support@telona.co.

13.2By Telona. We may suspend or terminate your access to the Service at any time, with or without notice, including if you violate these Terms, for security or fraud-prevention reasons, to comply with law, or if we discontinue the Service.

13.3Effect of termination. Upon termination, your right to use the Service ceases. Sections relating to data, intellectual property, disclaimers, limitations of liability, indemnification, dispute resolution, and any accrued payment obligations survive termination. Our handling of your information following termination is described in our Privacy Policy.

14.Availability and Changes to the Service

The Service may be unavailable or inoperable from time to time for reasons including equipment failures, maintenance, or causes beyond our reasonable control. We may modify, update, suspend, or discontinue all or part of the Service at any time in our discretion. You are responsible for maintaining your own backup of any information you consider important, and Telona is not responsible for any loss of data.

15.Changes to These Terms

We may modify these Terms from time to time. If we make material changes, we will notify you by posting the updated Terms in the Service, by email, or by other reasonable means, and will update the "Last Revised" date. Unless otherwise stated, changes take effect on a prospective basis from the date posted. Your continued use of the Service after changes take effect constitutes acceptance of the updated Terms, except where applicable law requires your affirmative consent, in which case we will obtain it.

16.Monitoring

You acknowledge that we have the right, but not the obligation, to monitor use of the Service to ensure compliance with these Terms and applicable law and to maintain the security and integrity of the Service.

17.Governing Law and Venue

These Terms are governed by the laws of the State of Florida, without regard to its conflict of laws principles. Subject to Section 18, you and Telona agree that any dispute not subject to arbitration shall be brought exclusively in the state or federal courts located in Orange County, Florida, and each party consents to the personal jurisdiction of those courts.

18.Dispute Resolution; Binding Arbitration; Class Action Waiver

Please read this section carefully. It affects your legal rights, including your right to file a lawsuit in court.

18.1Informal resolution first. Before starting an arbitration or lawsuit, you and Telona agree to try to resolve the dispute informally. You agree to contact us at support@telona.co and describe the dispute, and we will contact you using the information associated with your account. If the dispute is not resolved within thirty (30) days after that notice, either party may proceed as set out below.

18.2Agreement to arbitrate. If the dispute is not resolved informally, you and Telona agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service, including its formation, interpretation, breach, or termination, and including the enforceability of this Section, shall be resolved by final and binding individual arbitration before a single arbitrator, rather than in court, except as provided below. The arbitration will be administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules then in effect, as modified by these Terms. The seat and location of arbitration shall be Orange County, Florida, unless applicable law requires otherwise or you and Telona agree to conduct it remotely. The Federal Arbitration Act governs the interpretation and enforcement of this Section.

18.3Arbitration fees. Payment of filing, administration, and arbitrator fees will be governed by the AAA rules. For any claim brought by an individual consumer where the amount in dispute is under ten thousand dollars ($10,000) and that is not frivolous, Telona will reimburse your filing fee and will not seek its attorneys’ fees and costs.

18.4Class action waiver. You and Telona agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person’s claims and may not preside over any form of a representative or class proceeding.

18.5Exceptions. Either party may bring an individual action in small claims court for disputes within that court’s jurisdiction. Either party may also seek injunctive or equitable relief in court to stop unauthorized use or abuse of the Service or infringement of intellectual property rights. Nothing in these Terms prevents you from reporting concerns to a government agency.

18.6Opt-out. You may opt out of this arbitration and class action waiver provision by emailing support@telona.co within thirty (30) days after you first accept these Terms, stating your name, contact information, and your intent to opt out. If you opt out, Section 17 governs any dispute. Opting out has no effect on any other provision of these Terms.

18.7Jury trial waiver. To the extent any dispute proceeds in court rather than arbitration, you and Telona each waive any right to a jury trial.

18.8Time limit on claims. Any claim arising out of or relating to these Terms or the Service must be filed within one (1) year after the claim arose. Otherwise, the claim is permanently barred, except where applicable law does not permit such a limitation, in which case the shortest period permitted by law applies.

19.Miscellaneous

19.1Entire agreement. These Terms, together with the Privacy Policy and any order or pricing terms for Paid Features, constitute the entire agreement between you and Telona regarding the Service and supersede any prior agreements.

19.2Severability. If any provision of these Terms is held to be unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.

19.3Waiver. No waiver of any provision of these Terms will be effective unless in writing, and no waiver will constitute a continuing waiver.

19.4Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction, including to an affiliate or in connection with a merger, acquisition, or sale of assets.

19.5Notices. We may provide notices to you by email or through the Service. You may contact us at support@telona.co or at Telona LLC, 7901 4th St N, Ste 300, St. Petersburg, FL 33702.

19.6Force majeure. Telona is not liable for any failure or delay in performance caused by circumstances beyond its reasonable control.

19.7Electronic communications and signatures. When you use the Service or send us communications, you consent to receive communications from us electronically, including by email and through the Service, and you agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that they be in writing. You agree that clicking to accept, signing up, or otherwise indicating your agreement constitutes your electronic signature, consistent with the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and similar laws.

19.8Email, phone, and text message communications. By providing your email address or phone number, you authorize Telona to contact you for purposes related to your account and the Service, and, where you have opted in, for marketing. You agree that we, or parties acting on our behalf, may send you text (SMS) messages and place calls to the phone number you provide, including through an automatic telephone dialing system or prerecorded or automated messages, where permitted by law. Message and data rates may apply, and message frequency varies. Consent to marketing texts is not a condition of using the Service. You may opt out of marketing emails using the unsubscribe link, and you may opt out of text messages by replying STOP to any message. You may still receive non-marketing messages about your account and the Service.

19.9Compelled disclosure. Nothing in these Terms prevents Telona from disclosing information to the extent required by applicable law, subpoena, or court order. Where permitted, Telona will use commercially reasonable efforts to notify you before doing so.

Contact: support@telona.co

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