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 Inc. An owner or admin of your organization must accept this addendum before the module can be used, and again whenever a new version is published, 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, receive, or take title to investor funds, or custody securities: wires go to the account in your wire instructions, and bank (ACH) payments are processed by Moov into your issuing entity’s own Moov wallet (section 5);
• receive commissions or other compensation based on the size or success of an offering or an investment: TenthAvenue takes no percentage of any investment, and the only fees connected to funding are the flat ACH service fees in section 5, which do not depend on the amount raised or invested.

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 belong to your issuing entity. You are responsible for the use of proceeds, for any escrow or refund arrangements you promise investors, and for payment returns, reversals, and disputes, including ACH returns, as the TenthYards ACH Terms for Issuers describe.
• 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.

Investors fund their commitments by wire or, where you switch it on for an offering, by bank payment (ACH).

• Wires go directly from the investor’s bank to the account in your wire instructions. TenthYards records a wire when you confirm it arrived.
• ACH payments and ACH distributions are processed by Moov Financial, Inc. (“Moov”) and its partner financial institutions. Your issuing entity opens its own Moov account through TenthYards, under TenthAvenue’s platform account with Moov, completes Moov’s verification, and accepts Moov’s platform agreement. Transfers are created through that platform account: investor debits settle into your entity’s Moov wallet and are swept to its verified bank account, and distributions you send by ACH are paid from that wallet. Switching ACH on for an offering also requires accepting the TenthYards ACH Terms for Issuers, which cover authorizations, returns and reversals, limits, and pauses.
• ACH service fees: TenthAvenue charges the ACH fees shown beside the ACH switch on each offering in TenthYards. The one-time fee when ACH is first switched on for an offering, and the yearly fee on each anniversary while it stays on, are charged to your organization’s card on file. The flat fee for each settled ACH transfer (investor payments, distributions, and wallet top-ups) and for each returned ACH transfer is recorded on your organization’s Billing page. Moov’s own processing charges are covered within these fees unless the fee schedule says otherwise.
• TenthAvenue may keep ACH unavailable for an offering until Moov has approved your issuing entity’s account.

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 Inc. 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.