Deposit Management Addendum

Last Updated: February 12, 2026

1. Introduction

This Deposit Management Addendum ("Addendum") governs the access and use by Users of the Site and Security Deposit Management Services (defined below) provided by Passive Financial Services, Inc., a Delaware corporation ("Company", "Passive", "us", "our", "we"). This is a legal agreement between you, the User and incorporates by reference the Terms of Service located at Joinpassive.com/terms ("Terms") and the Privacy Policy located at joinpassive.com/privacy-policy (the "Privacy Policy", and collectively with the Terms and this Addendum, the "Agreement"); provided, however, that to the extent that there are any conflicts between any of the terms or conditions of this Addendum and any of the terms or conditions of the Terms or Privacy Policy (provided that the inclusion of additional terms in the Terms or the Privacy Policy that are not included in this Addendum shall not be deemed to constitute a conflict), and such additional terms shall apply to User's access and use of the Site and the Services, the applicable terms and provisions of this Addendum shall control.

Capitalized terms in this Addendum have the meaning provided in the Terms, provided, as used in this Addendum, "Security Deposit Management Services" means the portion of the Services which include our agreement to collect, manage, and distribute the Security Deposit and Move in Monies in connection with leases of residential property and in accordance with the Agreement, and specifically this Addendum.

2. Landlord Obligations and Representations

Landlord hereby appoints Passive as its agent for the express purpose of providing the Security Deposit Management Services, which includes collecting, managing, and distributing the Security Deposit and Move in Monies in connection with leases of residential property and in accordance with the Agreement, and specifically this Addendum. Each Landlord and Tenant must create a Passive Management Account in order to use the Security Deposit Management Services via the Website.

Passive's responsibility is solely to provide the Security Deposit Management Services as agent of the Landlord and Passive has no responsibility to provide Tenant with any with any notices, bank account information, information regarding the Landlord, information on the location of the Security Deposit or Move in Monies, information on the amount of the Security Deposit or Move in Monies, information on interest earned, or any other information regarding requirements of state and local laws that govern security deposits and move in monies. Any information provided to the Tenant by Passive should be confirmed for accuracy with the Landlord.

Landlord shall be solely responsible for the compliance with applicable laws related to the Security Deposit and Move in Monies, including, without limitation, notices regarding the Security Deposit and Move in Monies and holding, managing, and distribution of the same. Landlord shall also provide required notices to Tenant regarding the application of the Security Deposit and Move in Monies for matters permitted by the lease agreement between Landlord and Tenant.

Landlord shall provide Passive with true, accurate, and complete information about the holding and distribution of the Security Deposit and Move in Monies, including the tenant's name, email address, deposit amounts, lease start date, lease end date, lease renewals, permitted uses, and timing for when, by law, any unused portion of the Security Deposit shall be returned to Tenant.

To facilitate the holding of the Security Deposit and Move in Monies, Landlord will provide all necessary information and cooperate with Passive's designated banking partners with respect to establishment of an account or subaccounts requested by Passive or required by applicable law to hold the Security Deposit and Move in Monies.

The obligations of the Landlord under the Agreement may not be assigned or transferred, by operation of law, sale of the real property for which the Security Deposit and Move in Monies relates, a change of control of Landlord, or otherwise, without providing Passive prompt written notice of the same and the transferee agreeing to assume Landlords obligations and the terms of the Agreement. In the event Landlord fails to provide such notice and the transferee does not promptly assume the obligations, Passive may return the balance of the Security Deposit and Move in Monies and shall have no further obligations to Landlord or Tenant.

Landlord acknowledges that Passive is a deposit management service and is not an electronic funds transfer service as defined under applicable laws.

3. Passive Obligations to Landlord

Passive's obligations with respect to the Security Deposit Management Services are limited to facilitating the collection, administration, tracking, and distribution of Tenant security deposits and other move-in amounts, including without limitation last month's rent (collectively, "Deposit Funds and Move-In Monies"), in accordance with this Agreement, the Tenant's lease agreement with Landlord, applicable law, and the information and written instructions provided to Passive by Landlord.

(a) Ownership of Funds; Designated Bank

Security Deposits. At all times, Tenant security deposits ("Security Deposits") remain the property of the Tenant, subject to the terms of the Tenant's lease agreement with Landlord and applicable law. Security Deposits are not the property of Passive or Passive Deposits LLC.

Move-In Monies. Ownership of Move-In Monies (including, without limitation, last month's rent) shall be determined by the terms of the applicable Tenant lease agreement and Landlord's designation. Depending on such terms, Move-In Monies may be the property of the Tenant or the property of the Landlord. In all cases, Move-In Monies are not the property of Passive or Passive Deposits LLC.

(b) Account Structure

Depending on Landlord's configuration, jurisdictional requirements, and the requirements of our bank partners, we may provide the Security Deposit Management Services utilizing either of the following deposit account structures:

1. Custodial Account.

Passive may collect and hold Deposit Funds and Move-In Monies through its affiliated entity, Passive Deposits LLC, in custodial, trust, or "for benefit of" or "on behalf of" (FBO/OBO) accounts established and controlled by Passive Deposits LLC (each, a "Custodial Account"). Each Custodial Account will be titled in a manner indicating that the funds therein are held by Passive Deposits LLC for the benefit of the applicable Landlord for the benefit of its Tenants.

2. Landlord-Controlled Account.

Alternatively, Passive may facilitate the collection, maintenance, and distribution of Deposit Funds and Move-In Monies into accounts established and controlled by Landlord, without Passive or Passive Deposits LLC taking custody of such funds. In that case, Landlord will, with Passive's assistance, establish one or more deposit accounts at an insured depository institution identified by Passive ("Designated Bank") in which funds of Landlord's Tenants will be held (each, a "Landlord FBO Account"). Each Landlord FBO Account will be titled in a manner indicating that the funds therein are held by the Landlord for the benefit of its Tenants.

(c) Agency; Ministerial Role

In all cases, Passive and Passive Deposits LLC act solely in a ministerial capacity as agent of the Landlord. Passive does not exercise discretion over the use, ownership, or disposition of Deposit Funds or Move-In Monies and acts only in accordance with Landlord's instructions, applicable law, and the terms of this Agreement.

Passive and Passive Deposits LLC do not serve as escrow agents, trustees, or fiduciaries for Tenants or Landlords, and do not assume any fiduciary duties except to the extent expressly required by applicable law.

(d) Distribution of Funds

Passive will administer and distribute Deposit Funds and Move-In Monies (or applicable portions thereof), whether held by Passive, Passive Deposits LLC, or Landlord, strictly in accordance with the written directions of Landlord, as more particularly described in Section 6 below.

(e) Interest on Security Deposits

To the extent applicable law, a Tenant's lease agreement, or Landlord's written instructions require that interest be credited or paid on Security Deposits, Passive may facilitate the calculation and distribution of such interest in a purely administrative and non-discretionary manner. Passive does not set interest rates, guarantee the payment of interest, or exercise discretion with respect to the timing, amount, or entitlement to any interest, and any such interest remains subject to the Tenant's lease agreement and applicable law.

For the avoidance of doubt, interest obligations, if any, apply solely to Security Deposits and not to other Move-In Monies unless expressly required by applicable law.

4. Tenant Acknowledgement and Responsibilities

Tenant recognizes that Passive is the agent of the Landlord and owes duties to the Landlord in providing the Security Deposit Management Services and that Passive does not owe the Tenant any fiduciary duties or other obligations except as specifically described in this Agreement and subject to any limitations provided herein.

Tenant acknowledges and agrees that Passive and the Services are not responsible or liable for any additional payment terms Tenant agreed to with its Landlord (e.g., rent amounts and payment due date), and Tenant, and not Passive, is responsible for ensuring Tenant, and Tenant's use of the Security Deposit Management Services, comply with all such terms and requirements.

Tenant further acknowledges and agrees that Passive will pay no interest on any or all of Security Deposit or Move in Monies, except as required by law.

Tenant acknowledges that Passive is a security deposit management service and is not an electronic funds transfer service as defined under applicable laws.

5. Passive's Obligations to Tenant

Passive's sole obligation to the Tenant with respect to the Security Deposit Payment Services is, so long as Tenant is in compliance with the Agreement and Tenant's agreement with their Landlord, to collect and hold Tenant payments toward the Security Deposit and Move in Monies in a segregated custodial account as Landlord's agent and distribute the Security Deposit and Move in Monies (or portion thereof) on the terms and conditions set forth in this Addendum. The Security Deposit and the Move in Amount is not the property of Passive; it remains the property of Tenant subject to the terms and conditions of Tenant's lease with Landlord and the conditions set forth in Tenants account with Passive.

Passive has no responsibility to provide Tenant with any notices, bank account information, information regarding the Landlord, information on the location of the Security Deposit or Move in Monies, information on the amount of the Security Deposit or Move in Monies, information on interest earned, or any other information regarding requirements of state and local laws that govern security deposits and move in monies. Any information provided to the Tenant by Passive should be confirmed for accuracy with the Landlord.

6. Deposit and Move in Monies Matters

Passive will collect, hold, and distribute the Security Deposit and Move in Monies received from Tenant in accordance with written instructions received from the Landlord. Notwithstanding the forgoing, if Landlord has failed to provide timely written instruction as to the disposition of the Security Deposit to Tenant on the date that Landlord has previously provided as the required date for such deposit to be returned to Tenant, Passive may return the balance of the Security Deposit and Move in Monies and shall have no further obligations to Landlord or Tenant. Further, if Tenant has paid the entire Security Deposit and Move in Monies to Passive, in Passive's sole discretion, it may remit the entire amount to the Landlord and notify Tenant of the same. After the Security Deposit and Move in Monies have been transferred to the Landlord, Passive shall have no further obligations to Tenant or Landlord with respect to such Security Deposit and Move in Monies or the Agreement as it applies to that Security Deposit and Move in Monies.

Landlord shall submit any claims against the Security Deposit to Passive through their Passive Management Account at any time during the lease term, and Passive shall pay such claims to the Landlord within thirty (30) days. Claims against the Security Deposit may be made until five (5) business days prior to the date on which the Security Deposit is required by law to be returned to Tenant.

If Landlord chooses to manage the Move in Monies through Passive, Landlord must notify Passive when and to which bank account to release the funds to at least ten (10) days prior to the first day of the final month of the existing lease term as defined by Landlord in Passive.

7. Passive Security Deposit Management Services

Passive's Security Deposit Management Services allows Tenant and Landlord to create a Passive Management Account that will govern the management of a Tenant's Security Deposit and Move in Monies. Either Tenant or Landlord can make a deposit with Passive via their Passive Management Account for the duration of the agreement between Tenant and Landlord. The Security Deposit and Move in Monies will be distributed to Tenant and Landlord as directed by Landlord in their Passive Management Account.

8. Passive Management Accounts

To use Passive's Security Deposit Management Services, you must register and create a Passive Management Account. Passive can accept or refuse registration of a Passive Management Account in our sole discretion.

You must use your real name when creating a Passive Management Account. If you are a Tenant the name used to create your Passive Management Account must be your legal name and the name that is on your agreement with Landlord. If you are a Landlord (including individuals, companies, partnerships, or other legal entities) the name used to create your Passive Management Account must be your legal name that is on your agreement with Tenant.

If you are a Landlord, you may have your Passive Management Account created by an agent acting on your behalf. Such an agent may be a person or legal entity of your choosing and may include a Property Manager, a Property Management Company, a real estate broker, attorney or other party. This agent may manage your Passive Management Account and execute transactions on your behalf to the same extent that you may use your Passive Management Account directly. You agree to be responsible for all acts of your agent including acts of the agent that are fraudulent, unauthorized, involve theft or embezzlement of the funds in your Passive Management Account. You hereby ratify the actions of your agent in managing the Passive Management Account. You may terminate the agency at any time by notice to Passive in writing. Passive will have a reasonable period of time to effect the termination and restrict the ability of the agent to manage your Passive Management Account.

You warrant and represent that the information provided when creating your Passive Management Account is complete, true and accurate in every respect and is not misleading in any respect. You must promptly update your Passive Management Account if any of this information changes. You must use the username and password chosen by you as a part of the Passive Management Account registration process.

You are responsible for keeping your password confidential, safe and secure. If you know or suspect that anyone other than you knows your password details or believes its integrity has been compromised, you must change it immediately and contact us at support@joinpassive.com.

You are responsible for ensuring that all details you provide to us through your Passive Management Account are correct including, in particular, any bank account details. Any payment made by us from your Passive Management Account to an incorrect account is not our responsibility and we may charge you for any cost we incur to assist you in recovering such payments.

You can view the balance of your Passive Management Account at any time via the Website. We will make reasonable efforts to ensure the information provided through your Passive Management Account is accurate and up to date. There may be a time lapse for transactions which are in progress. Passive is not liable where your Passive Management Account is used by someone other than you. You agree to contact us immediately by email at support@joinpassive.com if you suspect any unauthorized use has been made of your Passive Management Account.

9. Making Deposits

All deposits to or payments from your Passive Management Account shall be made in US dollars. All sums paid to the Passive Management Account will be held on your behalf with Passive's designated bank partners. Passive is only deemed to have received money credited to your Passive Management Account when Passive's designated bank partner makes the funds fully available for withdrawal. The Deposit continues to be the property of the Tenant. Landlord only has a contractual right to claim on the Deposit in accordance with their agreement with Tenant. Your Passive Management Account balance and Deposit is not an asset or the property of Passive and is managed on behalf of the Landlord. The use of a credit or debit card may be limited by your agreement with your financial institution and/or by applicable law. We are not liable to any person or entity if your financial institution fails to honor any credit or debit to or from your Passive Management Account.

10. Instructions

You are responsible for all instructions given to us through your Passive Management Account. You agree that we can rely on any instruction (including any mentioned in section 10) through your Passive Management Account as being an accurate, binding and final instruction from you. You must ensure that all instructions are accurate and complete and correctly identify the Deposit or other amount and the nominated bank account for any payments. If you give us an instruction within 9am and 4pm on a Banking Day, we will process this instruction as soon as reasonably practicable, but such instruction may be processed on a subsequent Banking Day. All transactions using the Security Deposit Management Service are subject to acceptance and verification by us and the Bank. If your instructions or any required information are incomplete, the transaction may not be implemented. We are not responsible or liable for any consequence of this. All transactions in your Passive Management Account are subject to having sufficient available funds in your account. You may not create an overdraft or exceed an approved limit in your Passive Management Account.

11. Disclaimers

As an intermediary, Passive does not represent the interest of the Tenant and has no obligation to advise Tenant or Landlord with respect to laws applicable to security deposits and move in monies. Passive is not a law firm, escrow agent, bank, or financing company.

Tenant and Landlord agree to indemnify Passive of all responsibility and liability as it pertains to following state and local laws that govern the collection, handling, holding, withholding and return of security deposits and last month's rent.

Passive has no responsibility to provide Tenant with any notices, bank account information, information regarding the Landlord, information on the location or amount of the Security Deposit, information on interest earned or credited to the account of the Tenant, which, if required or law or agreed shall be the obligation of the Landlord.

12. Applicability of Terms

For the avoidance of doubt, Tenant and Landlord acknowledge and agree that the Security Deposit Payment Services are subject to the Terms and, without out limiting the generality of the foregoing, specifically, Tenant and Landlord agree that Sections 18 (Limitation of Liability), 21 (Disputes Among Users; Release and Indemnification), 22 (Dispute Resolution), 23 (Other Dispute Resolution Where Arbitration Is Not Available), and 24 (Miscellaneous) apply to this Addendum.

13. Questions or Additional Information

If you have questions regarding this Addendum or wish to obtain additional information, please send an e-mail to support@joinpassive.com.