Avestor Software & Services Agreement
(Agreement Exhibits for Syndications/SPVs Portal)

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 opportunities.
- Allow registered users to send in soft commits.
- A registration process that allows converting a potential investor into a client in an offering.
- Running an automated ID check on investor’s ID.
- Running a background know your customer (KYC)/anti-money laundering (AML) check.
- Uploading and obtaining accreditation letters for verification & tracking their expiration dates.
- Review & electronically sign the investment offering's legal documents
- Allow Investors to view their account information, transactions, completed investments page and available investments.
- Allow Investors to connect their bank accounts to send/receive capital.
- Allow Investors to make soft commits or investment requests into opportunities
- Allow Investors to view their account including ability to edit profile, reset password, review legal documents and download copies of tax documents.

Manager Portal – ability for Client to manage key aspects of their operations without support from the Company:
- Management Dashboard – ability to view key aspects of the offering status
- Manage 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 offering information and documents
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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 Client 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 Client 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 Client (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, Client 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 Client within 72 hours after breach is discovered by the Company.

Exhibit C - Support Terms

Company will provide Technical Support to Client via electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Pacific time, with the exclusion of Federal Holidays (“Support Hours”).

Client may initiate a request by emailing support@avestorinc.com or submitting a support ticket from the Manager Portal.

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) 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 Client when such Premium Services are available. The Client 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 Client's Offerings  and for any renewal as requested by the Client.
$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 Client's Offerings 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

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‍Exhibit E - Legal Services

The Company has partnered with legal firms that specialize in syndication and SPV offerings to provide a turn-key solution for setting up a private offering to utilize with Company’s platform.  

Below is a high-level summary of the services provided by our attorney network as part of setup.

Company does not receive any referral fees or compensation from the legal firms in our network for providing this service.

Legal fees are generally 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.

Offering set up generally includes the following:
1.  Company introduction to attorney specializing in private offering creation
2.  Advising calls with attorney specializing in private offering creation
3.  Forming of necessary business entities for the offering 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 offerings, you may be required to setup as an exempt reporting adviser in your operating state. Client is responsible for determining if they need to become an Exempt Reporting Adviser.