Effective date: July 4, 2026 · Last updated: July 4, 2026
This Platform Services and Billing Agreement (this "Agreement") is entered into by and between Ultra Synchronous, a business operating under the laws of the State of Florida, with a principal place of business at 1970 Wooten Road, Dover, Florida 33527 ("Provider"), and the individual or entity accepting this Agreement ("User"), effective as of the date User accepts this Agreement as described in Section 2 (the "Effective Date"). Provider and User may each be referred to as a "Party" and collectively as the "Parties."
1.1 "Platform" means Provider's proprietary software application known as Ultra Synchronous, including its scanner functionality, account tracking features, the Payouts tab, firms and accounts management, constraint and goal tracking, and all related tools, updates, and documentation made available by Provider to User.
1.2 "Billable Account" means a User account for which Provider has enabled billing status, at which point this Agreement's fee provisions apply to that account.
1.3 "Cashout" means any withdrawal, disbursement, transfer, or other realization of funds by User from any account tracked, monitored, or managed in connection with User's use of the Platform, regardless of the method or destination of the withdrawal.
1.4 "Aggregate Cashout Amount" means the total gross dollar value of all Cashouts occurring during a single Billing Cycle.
1.5 "Billing Cycle" means each recurring period running from the 1st through the 14th day of each calendar month (the "first-half cycle") and from the 15th day through the last day of each calendar month (the "second-half cycle"). If a User's account is designated a Billable Account on a date other than the 1st or 15th, fees for the first partial cycle are prorated to the remaining days in that cycle. A cycle is skipped if there are fewer than five (5) calendar days remaining in the cycle at the time billing would otherwise be triggered.
1.6 "Service Fee" means the amount payable by User to Provider for each Billing Cycle, calculated pursuant to Section 5.
2.1 User accepts this Agreement by (a) executing this Agreement electronically or in writing, (b) clicking a button or checking a box indicating acceptance within the Platform, or (c) continuing to use a Billable Account after being presented with this Agreement. Each of the foregoing constitutes a valid and binding electronic signature.
2.2 The Parties agree that this Agreement may be executed and delivered electronically. Electronic signatures, acceptances, and records satisfy any requirement of a writing or signature under applicable law, including the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Uniform Electronic Transactions Act as adopted in the governing jurisdiction. User consents to receive all invoices, notices, and disclosures relating to this Agreement electronically.
2.3 User represents that User is at least eighteen (18) years of age, has the legal capacity to enter into this Agreement, and, if accepting on behalf of an entity, has authority to bind that entity.
3.1 Subject to this Agreement, Provider grants User a limited, non-exclusive, non-transferable, revocable right to access and use the Platform for User's own internal purposes during the Term.
3.2 Provider may modify, update, or discontinue features of the Platform at any time. Provider will use commercially reasonable efforts to provide notice of material changes that adversely affect core functionality.
3.3 The Platform is a software tool only. Provider does not hold, custody, transmit, or control User funds, does not execute transactions on User's behalf, and does not provide investment, financial, legal, or tax advice. User is solely responsible for all decisions and outcomes associated with User's activities.
4.1 User shall log every Cashout in the Platform's Payouts tab promptly, and in no event later than forty-eight (48) hours after the Cashout occurs. Each log entry must accurately state (a) the amount of the Cashout, (b) the account from which the Cashout was taken, and (c) a screenshot or documentation sufficient to verify the Cashout.
4.2 User represents and warrants that all Cashout information entered into the Platform is and will remain true, complete, and accurate. User shall not omit, delay, split, restructure, or misreport any Cashout for the purpose of reducing, deferring, or avoiding Service Fees.
4.3 Provider may reasonably request, and User shall provide within ten (10) business days, documentation sufficient to verify reported Cashouts, including account statements or transaction confirmations, with unrelated information redacted at User's discretion.
4.4 If Provider determines that User has underreported Cashouts, Provider may invoice User for the Service Fees that would have been payable on the unreported amounts, calculated at the highest applicable rate in Section 5.2. Material or repeated misreporting constitutes a material breach of this Agreement.
5.1 Upon designation of User's account as a Billable Account, User agrees to pay Provider a Service Fee for each Billing Cycle, calculated as a percentage of the Aggregate Cashout Amount for that Billing Cycle.
5.2 The Service Fee rate is determined as follows:
| Aggregate Cashout Amount (per Billing Cycle) | Service Fee Rate |
|---|---|
| Less than $50.00 | No fee (cycle skipped) |
| $50.01 – $10,000.00 | 10% |
| $10,000.01 – $20,000.00 | 8% |
| Greater than $20,000.00 | 4% |
The applicable rate is applied to the entire Aggregate Cashout Amount for the cycle.
5.3 Examples: An Aggregate Cashout Amount of $8,000 yields a Service Fee of $800 (10%). An Aggregate Cashout Amount of $15,000 yields a Service Fee of $1,200 (8%). An Aggregate Cashout Amount of $25,000 yields a Service Fee of $1,000 (4%). An Aggregate Cashout Amount of $40 yields no Service Fee for that cycle.
5.4 If no Cashouts occur during a Billing Cycle, no Service Fee is due for that cycle.
5.5 All fees are stated and payable in U.S. dollars and are exclusive of taxes. Fees paid are non-refundable except as required by applicable law.
6.1 At the close of each Billing Cycle, Provider will generate and deliver to User an invoice for the Service Fee for that cycle, itemizing the Aggregate Cashout Amount, the applicable rate, and the amount due. Invoices will be delivered electronically through the Platform, by email, or both.
6.2 Each invoice is due and payable within seven (7) days of the invoice date. Payment shall be made through Stripe or such other payment method as Provider may reasonably designate. User authorizes Provider and its payment processor to charge any payment method on file for amounts due.
6.3 Any amount not paid when due shall accrue interest at 1.5% per month, or the maximum rate permitted by law, whichever is less. User shall reimburse Provider for reasonable costs of collection.
6.4 If any invoice remains unpaid more than seven (7) days after its due date, Provider may suspend User's access to the Platform until all outstanding amounts are paid. Service Fees continue to accrue on Cashouts occurring during any period of suspension to the extent User retains access to Cashout-related functionality.
6.5 User must dispute any invoice in good faith and in writing within fifteen (15) days of the invoice date, or the invoice is deemed accepted.
7.1 Provider may designate a User account as a Billable Account, and may adjust that designation, in Provider's administrative discretion. Service Fees apply only to Cashouts occurring while the account is designated a Billable Account.
7.2 Changes to the Service Fee rates or tiers in Section 5.2 will be made only on at least fourteen (14) days' advance written notice to User and will apply only to Billing Cycles commencing after the notice period. User's continued use of a Billable Account after the effective date of a rate change constitutes acceptance of the change.
8.1 THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION.
8.2 PROVIDER MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY RESULTS, RETURNS, PROFITS, OR OUTCOMES THAT USER MAY OBTAIN. USER ACKNOWLEDGES THAT ALL TRADING ACTIVITY INVOLVES RISK, INCLUDING RISK OF LOSS, AND THAT PROVIDER HAS NO RESPONSIBILITY FOR USER'S TRADING RESULTS.
9.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST DATA, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL SERVICE FEES ACTUALLY PAID BY USER IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NOTHING IN THIS SECTION LIMITS USER'S OBLIGATION TO PAY FEES DUE UNDER THIS AGREEMENT.
9.3 User shall indemnify, defend, and hold harmless Provider and its officers, members, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of (a) User's use of the Platform, (b) User's breach of this Agreement, or (c) User's violation of applicable law.
10.1 This Agreement commences on the Effective Date and continues until terminated as provided herein.
10.2 Either Party may terminate this Agreement for convenience upon fourteen (14) days' written notice. Provider may terminate immediately upon written notice if User materially breaches this Agreement, including nonpayment or misreporting under Section 4.
10.3 Upon termination: (a) User's access to the Platform ceases; (b) all accrued but unpaid Service Fees become immediately due; and (c) Sections 4.3, 4.4, 5, 6, 8, 9, 10.3, and 11 survive termination.
11.1 Governing Law. This Agreement is governed by the laws of the State of Florida, without regard to its conflict of laws principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Hillsborough County, Florida for any dispute arising out of or relating to this Agreement.
11.2 Notices. Notices to Provider must be sent to [email protected]. Notices to User may be sent to the email address associated with User's account or delivered within the Platform, and are deemed given when sent.
11.3 Assignment. User may not assign this Agreement without Provider's prior written consent. Provider may assign this Agreement in connection with a merger, acquisition, or sale of assets.
11.4 Severability; Waiver. If any provision of this Agreement is held unenforceable, it shall be modified to the minimum extent necessary to be enforceable, and the remaining provisions shall remain in full force. No waiver of one breach waives any other breach.
11.5 Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding its subject matter. Except as provided in Section 7.2, amendments require written or electronic acceptance by both Parties.
11.6 Independent Parties. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or advisory relationship.
BY CHECKING THE ACCEPTANCE BOX OR CLICKING "I AGREE," USER ACKNOWLEDGES HAVING READ AND UNDERSTOOD THIS AGREEMENT, INCLUDING THE FEE, REPORTING, AND LIMITATION OF LIABILITY PROVISIONS, AND AGREES TO BE BOUND BY ITS TERMS.
Questions about this Agreement: [email protected]