The exhibits to the Avestor Software & Services Agreement may be updated from time to time. As part of your Software and Services agreement, you agree to latest exhibit terms.
Exhibit A - Base Services
Online Investor Portal - Co-branded Portal that includes the following capabilities:
- Allow visitors to create a user account, set password to access the Investor Portal.
- Allow registered users to review investment offerings.
- Allow registered users to submit soft commits on offerings.
- A registration process that enables converting a registered user into a fund client.
- As part of registration process, run an automated know your customer (KYC)/anti-money laundering (AML) check, enable registered user to upload an accreditation letter or get a new accreditation letter through our system & review & electronically sign the Fund’s legal documents.
- Allow Fund Investors to view their account dashboard page, portfolio details page, fund transactions, completed investments page and available investments.
- Allow Fund Investors to make soft commits or investment requests into opportunities
- Allow Fund Investors to view their account including ability to edit profile, reset password, review fund legal documents and download copies of tax documents.
Sponsor Portal – ability for sponsor to manage key aspects of their operations without support from the Company:
- Management Dashboard – ability to view key aspects of the Fund status
- Manage registered users and investors
- Create new investments & factionalize the investment
- Allocate fractionalized investment slices to Investors
- Allocate pro-rata share of earnings to Investors for fractionalized investment slices
- Manage fund documents
- Manage product documents
- Manage Investor documents
- Manage fund expenses
Exhibit B - Service Level Terms
The Portal shall be available 99.9% of the time, measured monthly, excluding holidays and weekends and scheduled maintenance. If Sponsor requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third-party connections or utilities or other reasons beyond Company’s control will also be excluded from any such calculation. Sponsor's sole and exclusive remedy, and Company's entire liability, in connection with Service availability shall be that for each period of downtime (beyond the allowed downtime) lasting longer than one hour, Company will credit Sponsor 5% of Base Service Fees for each period of 60 or more consecutive minutes of downtime; provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as Sponsor (with notice to Company) recognizes that downtime is taking place, and continues until the availability of the Services is restored. In order to receive downtime credit, Sponsor must notify Company in email the request for downtime credit. Such credits shall not be cumulative beyond a total of credits for one (1) week of Base Service Fees in any one (1) calendar month in any event. Company will only apply a credit to the month in which the incident occurred. Company’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of Company to provide adequate service levels under this Agreement. In the event of a data breach, the Company will notify the Sponsor within 72 hours after breach is discovered by the Company.
Exhibit C - Support Terms
Company will provide Technical Support to Sponsor via both telephone and electronic mail on weekdays during the hours of 9:00 am through 9:00 pm Pacific time, with the exclusion of Federal Holidays (“Support Hours”).
Sponsor may initiate a request by calling Company at (712) 517-1283 or by emailing support@avestorinc.com.
Company will use commercially reasonable efforts to respond to requests as follows.
1) 1-2 business days to respond to any Investor Portal and Account issues
2) 2-3 business days for new products to be available to Investors
3) 4-5 business days for back office operations issues
Exhibit D - Premium Services
The Company currently offers the following Premium Services at the time of this Agreement. Additional Premium Services may be offered in the future and the Company will notify the Sponsor when such Premium Services are available. The Sponsor is not obligated to use any of the below services. Each service will be billed on an individual, as used basis. The prices listed below are current prices and the Company can adjust these prices at any time and/or may waive premium service fees for certain customers after they reach new pricing tiers.
Accreditation Checks:
The Company can handle the accreditation verification check of Investors during onboarding process for Sponsor’s Fund and for any renewal as requested by the Sponsor.
$10 + actual cost of verification for each investor verification
State Blue Sky Filings:
The Company can file the state blue sky electronic filing for the Sponsor’s Fund when an investor is onboarded from a new state. The service is limited to states that permit blue sky electronic filings.
$50 + actual cost of the blue-sky electronic filing
Background checks on Sponsor team:
The Company may run background checks annually on the sponsor team or at any time it believes a need has arisen to reverify a member of the sponsor team. The Company will inform the Sponsor prior to running the background check.
$100 per check
Background checks on investment sponsors:
The Company can run background checks on the sponsor team for a specific investment the fund is evaluating for investment. There are basic background checks and detailed background checks available.
$100 per check for basic checks & $250 per check for detailed checks.
Form D Updates / Annual Filings:
The Company can file any Form D amendments as well as the annual Form D update for the Sponsor’s Fund.
$200 + actual costs incurred for the filing
Quickbooks:
The Company can handle accounting for your fund.
$20/month for the Quickbooks license will be charged o your account.
The Company can handle accounting for your fund manager entity.
$20/month for the Quickbooks license + $125/month for accounting for the entity.
Other add-on services will be part of the Add-on Agreement.
Exhibit E - Legal Services
The Company has partnered with legal firms that specialize in fund offerings to provide a turn-key solution for setting up a private fund to utilize with Company’s platform.
Legal fees are separate and will be paid directly to the legal firm. The fees will be finalized at time of engagement directly with the legal firm you will be utilizing in their retainer agreements. The estimated cost of setting up a Customizable Fund (R) with our partner firms is $10,000 + state registration fees. The fees are separate and in addition to Avestor's setup fees.
Below is a high-level summary of the services provided by our attorney network as part of fund setup.
Fund set up generally includes the following:
1. Company introduction to attorney specializing in fund creation
2. Advising calls with attorney specializing in fund creation
3. Forming of necessary business entities for the fund and the management LLC
4. Private Placement Memorandum based on Company’s framework
5. Subscription Agreement based on Company’s framework
6. File necessary SEC Regulation D documents
The service level agreement with the attorney will provide the final details on their services.
Exempt Reporting Adviser
Depending on the type of fund, you may be required to setup as an exempt reporting adviser in your operating state. Company has negotiated an agreement with a 3rdparty provider to assist us in this setup.
