TenthYards Issuer Addendum

This addendum applies when your organization activates or uses TenthYards, the capital-raise back-office module of TenthAvenue CRM, and forms part of your agreement with TenthAvenue Labs LLC. An owner or admin of your organization must accept this addendum before the module can be used, and a recorded attestation is required each time an offering is published.

TenthAvenue provides software to you, the issuer. TenthAvenue does not:

• solicit investors, market offerings, or operate any public marketplace of offerings;
• recommend, endorse, or negotiate any investment, or provide investment, legal, or tax advice;
• hold, route, custody, or control investor funds or securities: investment payments settle to accounts you own and control, through your own connected payment account or your own bank;
• receive transaction-based compensation on investment funding transactions: TenthAvenue charges no platform fee on them.

TenthAvenue is not a broker-dealer, investment adviser, funding portal, or money transmitter, and using TenthYards does not make it one for your offerings.

• Exemption and filings: you are solely responsible for the legal compliance of each offering, including the availability and conditions of the exemption you select (for example Regulation D Rule 506(b) or 506(c)), Form D and state notice filings, and any other required registrations.
• Offering materials: all materials, figures, and disclosures in your deal rooms are yours, and you are responsible for their accuracy and completeness.
• Your investors, your relationships: you will offer only to investors with whom your organization has its own relationship, and you will not represent TenthAvenue as a source of investors, a placement agent, or a party to your offering.
• Investor requirements: you will honor the investor requirements of your selected exemption. The platform enforces verified accreditation for 506(c) offerings and records accreditation status; eligibility decisions remain yours.
• Funds, escrow, and returns: investment proceeds settle to accounts you own. You are responsible for the use of proceeds, for any escrow or refund arrangements you promise investors, and for payment returns and disputes, including ACH returns, on your connected account.
• Anti-money-laundering: the platform’s identity, entity, and sanctions screening tools assist your process; compliance with AML obligations that apply to you remains your responsibility.

Your activation acceptance and each publish attestation are recorded with the accepting user, document version, timestamp, and network address, and are binding statements of your organization. TenthAvenue may rely on them and may share them with its payment providers or regulators on lawful request.

Online funding uses your organization's own connected Stripe account; your organization is the merchant of record. Bank-debit (ACH) funding is available only where enabled for your account and offering, and may require approval by the payment provider. TenthAvenue may keep ACH funding disabled until such approvals exist.

TenthAvenue may suspend an offering page, funding, or the module for suspected violation of this addendum or applicable law, to comply with payment-provider requirements, or on direction of a regulator, and may cooperate with lawful inquiries.

You will indemnify and hold harmless TenthAvenue Labs LLC from third-party claims, including investor and regulatory claims, arising from your offerings, your offering materials, your use of proceeds, or your breach of this addendum, except to the extent caused by TenthAvenue's own willful misconduct.