Terms of Service

These terms of service govern your access to and use of the InvestAccess website and the marketing, technology, and services provided by [LEGAL ENTITY NAME] ("InvestAccess", "we", "us").

By using the website, or by engaging InvestAccess for any services, you agree to these terms. If you do not agree, do not use the website and do not engage the services.

This page is a draft prepared for review by qualified counsel. It is the company's own contract terms. It is not legal advice to you.

InvestAccess is a marketing, technology, and services company. We build and operate marketing systems and software, and we publish an investor education newsletter.

InvestAccess is not a broker, a dealer, a placement agent, a finder, an underwriter, an investment adviser, a funding portal, or the issuer of any security. We are not in the business of effecting transactions in securities for the account of others. We do not handle, hold, custody, or direct investor funds in connection with any offering.

We provide marketing and technology deliverables, which may include a video sales letter, paid advertising, a CRM, email and SMS follow up, calendar booking, an accreditation verification workflow, and software.

Each item is a function, not a financial outcome. A video sales letter is a video asset we script and produce. Paid advertising is the setup and management of ad campaigns. A CRM is a configured system for the client to manage its own contacts. Email and SMS follow up are templated sequences built for the client and sent under the client's own consent practices. Calendar booking routes interested parties to the client, and the software is the platform that ties these parts together. We describe what each tool does. We do not promise what the market will do.

InvestAccess provides the workflow and the software. InvestAccess does not make accreditation determinations as the issuer's verifier of record and does not assume the issuer's legal obligation to take reasonable steps to verify accredited status. That obligation stays with the client or the client's qualified third party.

We are paid flat fees for a defined scope of deliverables. Our compensation is not a success fee, is not a commission, is not a finder's fee, and is not contingent on or calculated by reference to any capital raised. We do not raise capital and do not solicit investors.

An engagement is priced in one of two flat forms:

• A fixed fee for a defined build or project.
• A flat recurring fee, for example a monthly retainer for ongoing management of defined deliverables.

Fees are fixed and are earned for the performance of marketing, technology, and services work, and are not contingent on, calculated by reference to, or payable out of any capital raised by the client.

The deliverables are a marketing and technology system. Outcomes are not guaranteed.

InvestAccess does not promise, project, or guarantee any capital raised, any number of investors, or any investment result. Individual client results vary and depend on many factors outside our control, including market conditions and each client's own offering, team, and execution.

Each client is the issuer of and is solely responsible for its own securities offering, including the legality of the offering, the offering documents, investor eligibility and accreditation, and engaging its own securities counsel and, where required, its own registered broker-dealer. Any specific offering belongs to the client and is conducted entirely through the client's own compliant process, not through InvestAccess.

The client is also responsible for the compliance of its own use of the deliverables. That includes the compliance of the client's messaging and its consent practices, for example, TCPA and CAN-SPAM obligations for the client's own email and SMS sends.

You agree to use the website, the software, and the deliverables only for lawful purposes and in line with these terms.

The following uses are prohibited:

• Using the deliverables or the software to violate any applicable law, including securities, advertising, privacy, anti-spam, and consent laws.
• Reverse engineering, decompiling, scraping, or attempting to derive the source code of the software, except where that restriction is prohibited by law.
• Interfering with, disrupting, or attempting to gain unauthorized access to the platform or its systems.
• Contacting recipients who were not obtained and messaged in compliance with applicable consent rules.

You are responsible for the content of your own campaigns and for the recipients you choose to contact.

InvestAccess and its licensors own the software, the platform, the templates, and the underlying technology, including all related intellectual property rights. Nothing in these terms transfers that ownership to the client.

During the engagement, InvestAccess grants the client a limited, non-exclusive, non-transferable license to use the deliverables for the client's own business. The license ends when the engagement ends, except for any rights that survive by their nature or by written agreement.

The client keeps ownership of its own brand, its own content, and the data it provides. The client grants InvestAccess the limited rights needed to perform the services and produce the deliverables.

Each party may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential.

The receiving party agrees to use the disclosing party's confidential information only to perform under these terms, to protect it with reasonable care, and not to disclose it to others except to people who need it and are bound by similar obligations. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known without a duty of confidence, or is required to be disclosed by law.

To the fullest extent permitted by law, the website, the software, and the services are provided on an "as is" and "as available" basis, without warranties of any kind, whether express or implied. InvestAccess disclaims the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

InvestAccess does not warrant that the website or the software will be uninterrupted or free of error. InvestAccess does not warrant that the system will produce any particular capital, any particular number of investors, or any particular business result. Some jurisdictions do not allow the exclusion of certain warranties, so some of these exclusions may not apply to you.

To the fullest extent permitted by law, InvestAccess will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any lost profits, lost revenue, or lost data, arising out of or relating to these terms or the services, even if InvestAccess has been advised of the possibility of those damages.

To the fullest extent permitted by law, the total liability of InvestAccess arising out of or relating to these terms or the services will not exceed [LIABILITY CAP]. Some jurisdictions do not allow certain limitations of liability, so some of these limits may not apply to you.

The client agrees to indemnify, defend, and hold harmless InvestAccess and its officers, employees, and agents from and against any claims, damages, liabilities, losses, and reasonable expenses, including reasonable attorneys' fees, that arise out of or relate to:

• the client's securities offering, including its legality, its offering documents, and investor eligibility and accreditation;
• the client's content, brand, and materials, and the client's use of the deliverables;
• the client's compliance with the laws that apply to its offering and to its messaging, including its consent practices.

InvestAccess will give the client reasonable notice of any claim covered by this section, and InvestAccess may participate in the defense with its own counsel.

These terms apply while you use the website and for the duration of any services engagement. The specific term of an engagement, including its start date, length, and renewal, is set out in the applicable order or statement of work between the client and InvestAccess.

Either party may terminate an engagement as provided in the applicable order or statement of work, or for a material breach that the other party does not cure within a reasonable period after written notice. On termination, the license granted in these terms ends, each party returns or deletes the other's confidential information on request, and the provisions that by their nature should survive continue to apply, including accrued fees, confidentiality, the warranty disclaimers, the limitation of liability, and indemnification.

These terms, and any dispute arising out of or relating to them or the services, are governed by the laws of [GOVERNING LAW], without regard to its conflict of laws rules. The contracting InvestAccess entity is [LEGAL ENTITY NAME].

The parties submit to the jurisdiction and venue of the courts located in [VENUE AND JURISDICTION] for any dispute that is not otherwise resolved, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

We may update these terms from time to time. When we do, we will revise the "Last updated" date above, and material changes take effect as described in the notice we provide or as required by law. Your continued use of the website or the services after an update means you accept the revised terms.

Questions about these terms can be sent to [CONTACT EMAIL], or by mail to [LEGAL ENTITY NAME], [POSTAL ADDRESS].