1. SAAS SERVICES AND SUPPORT

1.1 Subject to the terms of this Agreement, FundBaseCamp will use commercially reasonable efforts to provide Customer with access to its proprietary investment management platform, including AI technology, custom payment processing, and fund administration tools ("Services") in accordance with the Service Level Terms attached hereto as Exhibit A. During registration, Customer will establish administrative credentials for their FundBaseCamp account. FundBaseCamp reserves the right to refuse registration or cancel credentials it deems inappropriate.

1.2 Subject to these terms, FundBaseCamp will provide Customer with technical support services, including access to our in-house development team for custom solutions in accordance with the terms set forth in Exhibit B.

1.3 Subject to the terms hereof, FundBaseCamp hereby grants Customer a limited, non-exclusive license to access and use the Services, including proprietary AI technology and payment processing systems, as described in the Order Form.

1.4 To utilize payment functionality within the Services, Customer must use FundBaseCamp's proprietary eCheck Issuance System. When issuing an eCheck, Customer expressly acknowledges and agrees that:

(a) Each eCheck constitutes a legally binding financial instrument
(b) All funds will be processed through FundBaseCamp LLC's attorney trust accounts in partnership with Treasury Secure
(c) Customer assumes full responsibility for ensuring sufficient funds are available
(d) Customer authorizes FundBaseCamp to process such payments
(e) Any fraudulent activity or insufficient funds will be subject to legal action in the state of Wyoming

1.5 Customer is solely responsible for all payment activity initiated through the Services, including without limitation:

(a) Ensuring accuracy of all payment information
(b) Maintaining sufficient funds for all transactions
(c) Preventing unauthorized access or fraudulent use
(d) Complying with all applicable laws and regulations
(e) Accepting responsibility for any reversed or failed payments



2. PAYMENT PROCESSING AND SECURITY

2.1 FundBaseCamp's eCheck Issuance System operates through a proprietary integration with Treasury Secure and authorized banking partners. All payment processing occurs through attorney trust accounts maintained for the exclusive purpose of securing and protecting customer funds. Customer acknowledges that any payment may be subject to verification, hold periods, or reversal in accordance with applicable banking regulations and security protocols.

2.2 The Customer hereby authorizes FundBaseCamp to initiate, transmit, and process eChecks through its payment system. Each transaction shall be deemed irrevocable upon submission and shall constitute a legally binding payment instrument. FundBaseCamp maintains the right to refuse, delay, or reverse any transaction that violates our security protocols or applicable laws.

2.3 In the event of insufficient funds, fraudulent activity, or other payment violations, FundBaseCamp reserves the right to:

(a) Immediately suspend service access
(b) Initiate legal proceedings in Wyoming
(c) Report violations to relevant authorities
(d) Recover funds through available legal means
(e) Assess additional fees and penalties



3. AI TECHNOLOGY AND AUTOMATED SERVICES

​3.1 FundBaseCamp's AI technology, including but not limited to automated communications, meeting scheduling, and investor outreach systems, is provided under a limited license for Customer's internal business use only. Customer shall not attempt to reverse engineer, modify, or extract any proprietary elements of the AI systems.
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​3.2 The AI services provided are subject to usage limitations based on Customer's subscription level. FundBaseCamp maintains sole discretion over AI feature availability, modifications, and improvements. Customer acknowledges that AI services may be updated or modified without prior notice to maintain optimal performance and security.

3.3 All data processed through AI systems remains subject to FundBaseCamp's security protocols and privacy policies. Customer maintains ownership of their content while granting FundBaseCamp necessary rights to process, analyze, and improve AI services based on aggregate usage patterns.



4. RESTRICTIONS AND RESPONSIBILITIES

4.1 Customer will not, directly or indirectly:

(a) Attempt to reverse engineer any aspect of the Services
(b) Access the Services for competitive analysis
(c) Circumvent any security measures
(d) Share access credentials
(e) Violate any applicable laws or regulations

4.2 Customer shall be responsible for:

(a) Maintaining security of all access credentials
(b) Ensuring authorized user compliance
(c) Protecting confidential information
(d) Reporting security breaches immediately
(e) Maintaining required regulatory compliance

4.3 Equipment and Access. Customer shall be solely responsible for obtaining and maintaining all computer hardware, software, and communications equipment needed to access the Services, and for paying all third-party access charges incurred while using the Services.



5. INTELLECTUAL PROPERTY RIGHTS


5.1 FundBaseCamp retains all rights, title, and interest in:

(a) The Services and all components thereof
(b) Proprietary AI technology and algorithms
(c) Payment processing systems
(d) Custom development work
(e) Platform improvements and modifications

5.2 Customer retains ownership of:

(a) Customer data and content
(b) Investor information
(c) Transaction records
(d) Custom portal branding
(e) User-generated content


5.3 License Restrictions. Customer shall not:

(a) Modify, translate, or create derivative works
(b) Copy, rent, lease, distribute, or transfer rights
(c) Remove or alter any proprietary notices
(d) Use the Services for service bureau purposes
(e) Create unauthorized internet links to the Services



6. CONFIDENTIALITY


6.1 Each party agrees to protect confidential information with the same degree of care as its own confidential information. Confidential information includes:

(a) Technical specifications
(b) Customer data
(c) Financial information
(d) Business strategies
(e) Proprietary processes


6.2 Confidentiality obligations shall survive termination of this Agreement for a period of five (5) years.



7. SERVICE LEVEL TERMS

7.1 FundBaseCamp warrants that the Services shall be available 99.9% of the time, measured monthly, excluding scheduled maintenance. Service availability monitoring occurs continuously through enterprise-grade systems. Any downtime resulting from third-party failures, internet disruptions, or factors beyond FundBaseCamp's reasonable control shall be excluded from availability calculations.

7.2 Support services are provided according to the following framework:

(a) Emergency support available 24/7 for critical system failures
(b) Standard support during business hours for non-critical issues
(c) Custom development requests evaluated on a case-by-case basis
(d) Training and documentation provided for all service aspects
(e) Dedicated technical support for enterprise customers


7.3 Customer's sole remedy for any service availability failure shall be service credits calculated as follows:

- 4-8 hours continuous downtime: 10% of monthly fee credited
- 8-16 hours continuous downtime: 25% of monthly fee credited
- 16+ hours continuous downtime: 50% of monthly fee credited



8. LIABILITY AND INDEMNIFICATION

8.1 FundBaseCamp's total liability arising from this Agreement shall not exceed the amounts paid by Customer in the twelve (12) months preceding the incident giving rise to the claim. In no event shall FundBaseCamp be liable for indirect, special, incidental, or consequential damages.

8.2 Customer shall indemnify and hold harmless FundBaseCamp from any claims arising from:
(a) Customer's use of the Services
(b) Violation of applicable laws
(c) Payment disputes or fraud
(d) Breach of this Agreement
(e) Third-party claims related to Customer's activities

8.3 Neither party shall be liable for delays or failures resulting from acts of God, government actions, civil unrest, or other causes beyond reasonable control.



9. TERM AND TERMINATION

9.1 This Agreement commences on the Effective Date and continues for the Initial Term specified in the Order Form. Thereafter, it automatically renews for successive periods equal to the Initial Term unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the current term.

9.2 Either party may terminate this Agreement:
(a) Immediately upon material breach by the other party
(b) With 30 days written notice for any reason
(c) Immediately for insolvency or bankruptcy
(d) Upon violation of security protocols
(e) For repeated service violations

9.3 Upon termination:
(a) All access rights immediately cease
(b) Customer data will be available for 30 days
(c) All outstanding fees become immediately due
(d) Confidentiality obligations continue
(e) Legal remedies remain available



10. GENERAL PROVISIONS

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming. Any dispute shall be subject to the exclusive jurisdiction of the courts of Wyoming.

10.2 Assignment. Customer may not assign this Agreement without FundBaseCamp's prior written consent. FundBaseCamp may assign this Agreement to any successor or affiliate.

10.3 Modifications. FundBaseCamp reserves the right to modify these terms with 30 days notice to Customer. Continued use of the Services constitutes acceptance of modified terms.

10.4 Severability. If any provision of this Agreement is found invalid or unenforceable, remaining provisions shall continue in full effect.

10.5 Entire Agreement. This Agreement constitutes the complete understanding between the parties and supersedes all prior agreements or understandings, written or oral.



11. COMPLIANCE AND SECURITY

11.1 All parties must comply with:
(a) Federal securities laws
(b) Banking regulations
(c) Data privacy requirements
(d) Anti-money laundering laws
(e) Industry-standard security protocols

11.2 Security measures include:
(a) SOC 2 Type 2 certification
(b) Regular security audits
(c) Encrypted data transmission
(d) Multi-factor authentication
(e) Continuous monitoring



12. DEFINITIONS

12.1 "Services" means FundBaseCamp's platform, including AI technology, payment processing, and related tools.

12.2 "Customer" means the entity or individual purchasing access to the Services.

12.3 "eCheck" means an electronic payment instrument processed through FundBaseCamp's proprietary system.

12.4 "AI Technology" means FundBaseCamp's proprietary artificial intelligence and automation tools.

12.5 "Treasury Secure" means FundBaseCamp's banking and trust account partner.



13. CONTACT INFORMATION

Legal Department
Email: legal@fundbasecamp.com