Services Agreement – Key Terms

 

Set forth here are the key terms and conditions of the Invest Local Service Agreement.

Key Terms and Conditions

1.       Company is a value added reseller of crowdfunding platform services of FundPaas.

2.       Company will create a position on its platform where Client may offer its securities or products for sale or accept a charitable contribution.

3.       In the event that Client seeks to raise capital under the Colorado Crowdfunding Act, the Company is licensed as an intermediary.

4.       Client will complete and file required forms with state and/or federal agencies with regard to any sale of securities.

5.       Client will conform to the laws and rules of the appropriate state and of the Securities and Exchange Commission with regard to the sale of securities.

6.       Client will be solely responsible for preparation of information regarding the capital raise of the Client that will be displayed on the Company platform.

7.       Client shall be solely responsible for the accuracy and completeness of Client’s information presented in support of a capital raise by the Client.

8.       Client will conform to the laws and rules of the appropriate state agency and of the Securities and Exchange Commission with regard to the Client’s sale of any securities.

9.       Client shall not engage in any prohibited activities and shall not raise capital for any prohibited activities. (see list)

10.   In the event that an escrow agent is retained in connection with a capital raise, Client shall pay the fees of the escrow agent, shall notify Company of the identity of the escrow agent and shall make arrangements for the Company to direct investments to the escrow agent until the minimum capital goal is attained or the capital raise terminated

11.   Company will enable Client to gather information from a prospective investor, customer or donor to determine if the prospective investor is qualified to participate in the capital raise of the Client.

12.   Company will enable Client to accept or reject each individual prospective investor, customer or donor.

13.   In the event that Client accepts a particular individual prospective investor, company or donor, Company will:

a.        verify funding documents,

b.      collect any information on funding preferences, and

c.       arrange for payment to be directed to the escrow agent or the Client.

14.   With regard to fees of Company with regard to sale of securities by Client, Client shall pay the fee for services of Company as follows:

a.       Client shall set the amount of money to be raised through the capital raise,

b.      Client shall set the minimum amount of an investment that may be made by the investor,

c.       Client shall pay a total fee to Company in an amount equal to $2.50 multiplied by the dividend of the amount of money to be raised divided by the minimum amount of an investment.

d.      Client shall pay an advance on the fee upon the signing of the services agreement.  The amount of the advance fee shall be:

                                                               i.      $ 3,000 on capital raises of $0 to $100,000

                                                             ii.      $4,000 on capital raises of $101,000 to $500,000

                                                            iii.      $5,000 on capital raises of $501,000 to $1,000,000

                                                           iv.      $6,000 on capital raises of $1,000,001 to $5,000,000

e.      Client shall pay the balance of the fee upon attaining the minimum capital goal of the Client’s capital raise or upon the termination of the capital raise, whichever shall occur first

15.   With regard to fees of Company with regard to sale of products or receipt of charitable contributions, Client shall pay a fee for services of Company as negotiated on a case by case basis.

16.   Information received from prospective investors, customers or donors shall be transferred to Client and, as required, to any appropriate regulatory agency.

17.   Company reserves the right to use information received from prospective investors, customers and donors as it shall determine in its sole discretion.

18.   Client shall provide a credit card and a bank account with authorization to charge either the credit card or the bank account for fees of Company.

19.   Company makes no warranties with regard to the quality of the services provided by Company to Client. Company reserves the right to refuse services to Client for any reason at any time in its sole discretion.

20.   If Client has initiated a capital raise and Company terminates services, Client shall have sole responsibility for notification of any investors, customers or donors.

21.   Client shall indemnify and hold Company and FundPaas harmless from any claim of any third party arising out of sales of securities by Client.

22.   Client shall indemnify and hold Company and FundPaas harmless from any violation of any federal or state law or regulation.

23.   Any claim by Client for damages against Company shall be limited to the total fees paid by Client to Company.

24.   This agreement for services shall be governed by Colorado law.

25.   Company does not:

a.       Approve prospective investors, customers or donor on behalf of a Client

b.      Provide legal advice to the Client

c.       Provide accounting advice to the Client

d.      Promote individual Clients who are selling securities

e.      Handle, hold or manage payments to Client

26.   Client shall consult with their legal counsel with regard to the capital raise and the Client may not rely upon Company or FundPaas with regard to compliance with any federal or state law or regulation.

Prohibited Activities                                                                                     

A.      Gambling including online gambling or games of chance of any kind.

B.      Sale or distribution of illegal drugs or substances including state-legalized marijuana or medical marijuana (cannabis).

C.      Manufacturing, sale or distribution of electronic cigarettes.

D.      Multi-level marketing groups.

E.       Adult or pornography related businesses.

F.       Sale and marketing of “neutraceuticals” or other supplements claiming health benefits.

G.     Cash advance, payday loan, banking or lending businesses.

H.      Bitcoin or other alternative currency businesses.

I.        Sale or distribution of pharmaceuticals including foreign pharmacies.

Businesses whose activities or contributions may violate any US laws or regulations including sanctions imposed by the US Department of the Treasury.