Paid Promotion Agreement

THE SHORT VERSION

This summary is a plain-English guide, not a substitute for the terms below.

Listing on DealStack stays free. This agreement covers what a firm pays for: more promotion of the firm and its listings. Capital Engine is a flat monthly fee for a firm that raises more than once, and a Promoted Deal Campaign is a flat fee to promote one deal for 90 days. You accept this agreement when you pay for a plan, so there is nothing to sign, and your Firm Listing Agreement still applies to everything here.

What you pay for is exposure: placement, emails, and hosted live sessions. We do not promise sign-ups, leads, investors or capital, and no fee, refund or billing date depends on them. Your fee is the same whether you raise nothing or fill the deal, and you pay it from your own operating money, never from investor money.

Paying changes where you appear, not what is said about you: it does not raise your match score, hide a fact, or buy a recommendation, and every paid placement is labelled as paid. A 506(b) deal is never promoted to the public, and paying does not change that; a firm that raises under 506(b) can still buy Capital Engine, because we promote the firm, not the deal. We may change what a plan includes as DealStack grows, with notice, and you can cancel Capital Engine at any time.

THE OFFICIAL TERMS

This Paid Promotion Agreement (this "Agreement") takes effect on the day Firm accepts it under Section 15 (the "Effective Date"), and is between:

Grow Your Cashflow LLC, a Florida limited liability company doing business as DealStack ("Company"), and the firm identified in the Order Form ("Firm"). Company and Firm are each a "Party" and together the "Parties."

RECITALS

A.Firm has accepted Company's Firm Listing Agreement, which governs Firm's Listings on the Platform and under which a basic Listing is free.

B.Recital D and Section 17.2 of the Firm Listing Agreement provide that paid promotion is set out in a separate agreement. This is that agreement.

C.Firm wishes to buy, and Company wishes to provide, advertising and software services that increase how often and where Firm and its Listings are shown, for flat fees that do not depend on any investment.

NOW, THEREFORE, in consideration of the mutual promises in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. The Listing Agreement; definitions

1.1The Listing Agreement is part of this Agreement. "Listing Agreement" means the Firm Listing Agreement between the Parties, in the version Firm most recently accepted. Its terms apply to the Paid Services as if set out here. Capitalized words this Agreement does not define, such as Platform, Member, Listing, Offering, Firm Materials, Listing Data, Confirmed Information and Platform Terms, have the meanings given there.

1.2This Agreement governs fees and Paid Services only. On those subjects it controls. On every other subject the Listing Agreement controls. Except where Section 10.2 says so, this Agreement does not amend the Listing Agreement.

1.3"Paid Services" means the services described in a Schedule that Firm buys in an Order Form.

1.4"Schedule" means Schedule A (Capital Engine) in Section 13, Schedule B (Promoted Deal Campaign) in Section 14, and any later schedule both Parties accept.

1.5"Order Form" means the form, on paper, by email or in the Platform, including a checkout or payment page, in which Firm buys Paid Services. It names Firm, the product, the price and the dates. There is one Order Form for each purchase, and it records: Firm's legal name and state of formation; the name, title and email of the person who accepts for Firm, which is also Firm's billing and notice contact; the product (Capital Engine, a Promoted Deal Campaign or an Additional Session) and its price; whether Firm is a Founding Firm; the first month's fee due at purchase, for Capital Engine; any deposit or payment already received, with its amount, date and how it was paid; any months paid in advance; for a campaign or a Live Deal Briefing, the Offering and its exemption; any agreed campaign launch date; the payment method, which is an invoice or a payment method Firm authorizes; and any earlier promise that continues, which is none unless the Order Form says so.

1.6"Paid Placement" means any placement, position, email, card, session, recording or mention that Firm or its Offering receives because Firm pays.

1.7"Promotable Offering" means an Offering with a live Listing that Firm conducts under Rule 506(c) or Regulation A and that the Listing Agreement allows Company to show publicly.

1.8"506(b) Offering" means an Offering conducted under Rule 506(b). An Offering whose exemption is not recorded on the Platform, or is recorded as anything other than Rule 506(c) or Regulation A, is treated as a 506(b) Offering under this Agreement.

1.9"Investor List" means the people subscribed to Company's investor emails on the day of a send, whether or not they are Members.

1.10"Eligible List" means, for a Promotable Offering, everyone on the Investor List who may lawfully be sent that Offering on the day of the send. A 506(b) Offering has no Eligible List.

1.11"Dedicated Email" means an email about one Promotable Offering only, sent to its Eligible List.

1.12"Live Deal Briefing" means a live session, hosted by Company, in which Firm presents one Promotable Offering and answers investors' questions.

1.13"About the Firm Session" means a live session, hosted by Company, in which Firm presents itself (its team, its strategy, its track record and how it works with investors) and answers questions. Section 6.5 applies to it.

1.14"Session" means a Live Deal Briefing or an About the Firm Session.

2. What Firm buys

2.1Paid Services. Company will provide the Paid Services in each Schedule that Firm buys, for the period that Schedule states.

2.2A confirmed page comes first. Paid Services promote Firm and its Listings as they stand on the Platform. Company promotes an Offering only if its Listing is live and its content is Confirmed Information, and promotes Firm itself only from Firm's confirmed profile. A Paid Service that promotes an Offering does not apply while Firm has no Promotable Offering, and that is not a breach by Company.

2.3Exposure is the promise. The only thing Company promises is the exposure a Schedule describes. Company does not promise any number of views, registrations, sign-ups, leads, connections, meetings, investors, commitments or dollars. Section 7.4 of the Listing Agreement applies.

2.4The size of the audience. When Company states the size of the Investor List or of any other audience, it states the count at that time. That number changes, and it is not a term of this Agreement.

2.5Company runs the channels. Company decides the design, wording, timing, order and frequency of every placement and send.

2.6Not exclusive. Company sells the same services to other firms, including Firm's competitors, and shows their Offerings alongside Firm's.

2.7Company may change the offer. As Company and its services change, Company may change what a Schedule includes, by adding, replacing or removing a channel, placement or benefit, and may change how many founding places it offers. Company will give Firm at least 30 days' written notice before it removes something Firm is receiving. A change under this Section does not change Firm's price, which Schedule A in Section 13 governs. It does not reduce a Promoted Deal Campaign that has already started. It cannot change Sections 3, 4.2 to 4.5, 5 or 6. If Firm does not want a change, it may cancel as its Schedule states.

3. What payment does not buy

3.1Placement, not judgment. Payment buys placement and promotion of Firm and its Listings as they stand. It does not buy a recommendation, an endorsement, a rating, or a statement that Company has checked Firm or its Offering.

3.2The match score is not for sale. Company scores each Offering against each Member's stated plan. Payment never changes a score. In plan-matched results, a Paid Placement moves Firm's Offering ahead only of Offerings with the same score for that Member. There, it never moves it ahead of a better match, and never adds it to the results of a Member whose plan it does not match.

3.3Other placements are not matched. Homepage placement, featured cards, emails to the Investor List, and Sessions go to everyone who sees them, whatever their plan. They are labelled as paid under Section 5.

3.4The record stays whole. Payment does not change, remove, soften or delay anything Company shows about Firm or its Offerings under the Listing Agreement, including public records, risk summaries, checks of SEC filings, corrections, and the questions Company suggests investors ask. Firm will not ask Company to do any of that because it pays.

3.5Company can say no. Company may decline any Order Form, any Offering, and any piece of content. Section 8.2 of the Listing Agreement applies to a promoted Listing as it does to any other.

4. Fees

4.1Flat fees. Firm will pay the fees stated in the Schedule and the Order Form. The fees are for the Paid Services.

4.2The fee never follows the raise. Each fee is the same whether, from whom, or how much capital Firm raises. No fee is, or is calculated from: (a) a percentage of capital raised, committed or invested; (b) an amount per investor, lead, introduction, registration, call, subscription or wire; (c) the closing or funding of any Offering or investment; or (d) any investment result. Company will not accept, and Firm will not offer, any payment, bonus, equity, carried interest or other benefit of that kind.

4.3Nothing turns on investors. No fee starts, stops, rises, falls, or is refunded or credited because of the number of sign-ups, registrations, leads, connections or investors Firm receives, or because of anything an investor does or does not do.

4.4Firm's own money. Firm will pay every fee from its own operating funds, as its own business expense. Firm will not pay a fee from investor money, offering proceeds, or a closing or escrow account, and no fee is conditional on a closing. This is Firm's promise. Company does not check the source of a payment.

4.5What the service is not, and never was. Nothing Company provides to Firm for a fee, before or after the Effective Date, is or was diligence, vetting, verification or approval of any Offering, or a service connected to a particular transaction or its closing. An invoice, receipt or message that says otherwise is wrong, and this Section corrects it. Neither Party has to reissue an earlier record.

4.6Payment. Company will invoice Firm or charge a payment method Firm has authorized. Fees are in U.S. dollars, are due on the date the Schedule or invoice states, and do not include taxes, which Firm pays if any apply. If a payment is more than 10 days late, Company may pause the Paid Services until it is received.

4.7Refunds. A fee is refundable only where a Schedule, Section 9 or Section 10.3 says so. No refund depends on results.

5. Paid placements are labelled

5.1Every Paid Placement is identified as paid. Company will identify each Paid Placement to Members and the public as paid, using the word "Sponsored" or other wording Company chooses, wherever the placement appears, including on the Platform, in emails, and in a Session and its recording.

5.2Firm agrees to the disclosure. Company may tell anyone that Firm pays Company, what Firm pays for, and how much, in the label itself or anywhere else Company chooses. Firm will not ask Company to remove, shrink or hide a disclosure.

5.3Company's own interests. Company may also disclose any investment or other financial interest that Company, its owner, or its owner's family holds in Firm or in any of Firm's offerings.

5.4When Firm shares it. If Firm reposts or forwards a Paid Placement, including a recording, Firm will keep the disclosure with it and will not present it as an independent review, ranking or endorsement by Company.

5.5Each Party's own duty. Each Party is responsible for any disclosure about the payment that the law requires of it.

6. Securities; 506(b) Offerings

6.1Firm's responsibilities do not change. Sections 6 and 7 of the Listing Agreement apply. Firm remains solely responsible for its Offerings, its exemption, verifying its investors, its offering documents, and everything it tells investors. Paying does not change that.

6.2What Company does. Company promotes firms and Listings, hosts Sessions in which Firm presents and investors ask questions, and passes on the contact details of Members who ask to hear from Firm. Company does not negotiate terms, recommend any investment, advise any Member whether to invest, prepare Firm's offering documents, or hold or move investor money. The Parties intend the Paid Services to be advertising, software, and the sessions a Schedule describes.

6.3A 506(b) Offering is never promoted to the public, paid or not. Section 6.6 of the Listing Agreement sets the rule: Company does not feature, promote, blast or publicly display a 506(b) Offering, and shows it only to the Members that Section describes. Paying does not change that rule. No Paid Service applies to a 506(b) Offering, and Firm will not ask Company to promote one.

6.4A firm that raises under Rule 506(b) may still buy Paid Services. Company may promote Firm itself, including through About the Firm Sessions, whatever exemptions Firm uses. What Company promotes then is the firm, never a 506(b) Offering.

6.5No public word about a 506(b) Offering. In any Session, webinar or other session that Company promotes or streams to the public, and in anything Firm gives Company to promote it, Firm and its presenters will not name, describe, offer or answer questions about a 506(b) Offering, and will not say that one is open.

6.6Whom Firm may offer to is Firm's decision. Whether and when Firm may offer a 506(b) Offering to a person it first met through Company is Firm's responsibility under Section 6.2 of the Listing Agreement. Company makes no statement that Firm may, and Section 6.3 of the Listing Agreement applies.

6.7Firm tells Company the exemption. Firm will tell Company the exemption for each Offering before any Paid Service starts for it, and at once if it changes.

7. Investor contacts

7.1Contact details are not what Firm pays for. Company shares a person's identity and contact details with Firm only when that person has opted in, as Sections 9.2 and 9.7 of the Listing Agreement provide for Members. Company shares them on the same terms, at no charge, whether or not Firm pays. No fee under this Agreement is a price for a contact, and this Agreement gives Firm no right to any number of contacts.

7.2Firm's follow-up. Sections 9.3 to 9.5 of the Listing Agreement govern Firm's use of those details and how Firm follows up.

8. Sessions and recordings

8.1Format. Company sets the format, date, length and platform of each Session and hosts it. The host may ask his or her own questions and take questions from the audience that Firm has not seen.

8.2Firm's part. Firm provides a presenter who is authorized to speak for it. Firm is responsible for everything its presenter says and shows, which must be consistent with Firm's offering documents and with Confirmed Information. Firm's presenter will not say or suggest that Company or the host recommends or has vetted Firm or any Offering.

8.3Public and recorded. A Session may be streamed to the public and is recorded. Firm grants Company the right to record, stream, publish, shorten and keep each Session on the Platform and on Company's video, podcast and social channels, labelled as paid, during and after the term. Company will take a recording down from the channels it controls within 10 business days after Firm asks in writing.

8.4Registrations. A person who registers for a Session and opts in to hear from Firm is shared with Firm under Section 7.

8.5A seat in the members' room. A "members-only session" is a session open only to participants in Company's paid investor programs. Where a Schedule includes a seat, Firm's presenter may sit in on the members-only session that follows Firm's Session. The seat is a Paid Service. It is a seat to listen and to give an operator's point of view, and Company tells the room who is there and that Firm pays Company. In a members-only session Firm's people are guests. They will: (a) follow the conduct rules Company gives its participants, and the host's directions; (b) say which firm they are with; (c) not pitch or solicit for any Offering, and not name or describe a 506(b) Offering; (d) not record the session; (e) keep confidential what participants share about their own finances, their investments and the deals they are weighing; and (f) not contact a participant because of what they heard there, unless that participant has opted in under Section 7. Company may ask a guest to leave at any time, and may close any session, or part of one, to guests.

8.6Recording a members-only session. Company may record a members-only session, including Firm's people, and decides whether a recording is kept for participants only or published. Firm's people consent to both. If a recording is published, the take-down in Section 8.3 applies to the parts that show Firm's people.

9. Term; ending

9.1Term. This Agreement starts on the Effective Date and lasts while any Order Form is active.

9.2Firm cancelling. Firm may cancel a Paid Service as its Schedule states.

9.3Company ending a Paid Service. Company may end a Paid Service (a) at once, if Firm's Listing is paused or removed or the Listing Agreement is suspended or ended, in each case under the Listing Agreement, or if Firm breaches this Agreement and does not cure the breach within 10 business days of notice; or (b) for any other reason, on 30 days' written notice. If Company ends a Paid Service under (b), or under (a) for a reason that is not Firm's breach or wrongdoing, Company will refund any fee Firm has paid for the period after the end date. Otherwise no refund is due.

9.4If the Listing Agreement ends. This Agreement ends when the Listing Agreement ends.

9.5After the end. Company stops the Paid Placements. Emails already sent are not recalled, and recordings stay up until Firm asks under Section 8.3 or 8.6. Firm's Listings continue under the Listing Agreement. Sections 3.4, 4.2 to 4.5, 5, 6, 7, 8.3, 8.5, 8.6 and 10 to 12 survive.

10. Liability and indemnity

10.1The Listing Agreement's terms apply. Section 13.3 (disclaimer), Section 14 (indemnification) and Section 15 (limitation of liability) of the Listing Agreement apply to this Agreement and to the Paid Services, including to what Firm's presenters say and to what Firm asks Company to promote. Where Section 15.2 of the Listing Agreement refers to its Section 6 and its Section 10, it also covers Section 6 and Section 11 of this Agreement.

10.2One cap. The $10,000 limit in Section 15.2 of the Listing Agreement is a single limit for all claims under the Listing Agreement and this Agreement together, with the exceptions that Section states. To that extent this Section amends Section 15.2 of the Listing Agreement, as its Section 17.2 requires. The limit does not reduce any fee Firm owes.

10.3If Company does not deliver. If Company does not deliver a Paid Service that a Schedule promises, Firm's only remedy is for Company to deliver it late or, if Company cannot, to refund the fee paid for the part not delivered.

11. Confidentiality

11.1Section 10 of the Listing Agreement applies. The existence of this Agreement, the products Firm buys and the fees Firm pays are not Confidential Information.

12. General

12.1Order of documents. For Paid Services, the Order Form controls, then its Schedule, then the rest of this Agreement, then the Listing Agreement. No Order Form, email, call or side agreement can change Sections 3, 4.2 to 4.5, 5 or 6. A term that tries to has no effect.

12.2Whole agreement. This Agreement, with its Schedules, its Order Forms and the Listing Agreement, is the whole agreement between the Parties about Paid Services. It replaces every earlier proposal, page, email, call and agreement about paid promotion, including any earlier Capital Engine terms, except an earlier promise that the Order Form lists as continuing. Section 12.1 applies to such a promise too. Company's web pages describe its products and are not terms of this Agreement.

12.3Changes. Except as Section 2.7 and a Schedule allow, a change to this Agreement must be in writing and signed, including electronically, by both Parties. Company may change its published prices for new Order Forms at any time. A price change for a subscription already running follows its Schedule.

12.4Governing law; courts; jury waiver. Florida law governs this Agreement, without regard to conflict-of-law rules. Any lawsuit or other court proceeding arising out of this Agreement must be brought only in the state or federal courts in Miami, Florida (Miami-Dade County). Each Party consents to those courts and will not argue that Miami is an inconvenient place to litigate. To the maximum extent permitted by law, each Party knowingly, voluntarily, and intentionally waives any right to a trial by jury in any action or proceeding arising out of or relating to this Agreement.

12.5Terms carried over from the Listing Agreement. Section 7.5 (no partnership or agency), Section 16 (electronic signature and records), Section 18.2 (notices), Section 18.3 (assignment) and Sections 18.5 to 18.9 of the Listing Agreement apply to this Agreement as if set out here. Notices about billing also go to the billing contact in the Order Form.

12.6Securities laws; reporting. Nothing in this Agreement waives compliance with any federal or state securities law, or any right or remedy that may not lawfully be waived. Nothing in this Agreement stops anyone from reporting a possible violation of law to a regulator.

13. Schedule A: Capital Engine

13.1What it is. Capital Engine is a monthly subscription. Firm subscribes from the day it buys Capital Engine until its cancellation takes effect. While Firm subscribes, Company promotes Firm and every Promotable Offering that Firm has.

13.2Price. (a) The standard price is $500 a month. (b) The founding price is $500 a month, for a firm the Order Form names as a Founding Firm. Company offers the founding price to a limited number of firms, currently 10, and may change that number under Section 2.7. A firm already named a Founding Firm keeps its founding price under (c) and (d). (c) Company may raise its published Capital Engine price on at least 30 days' written notice. A Founding Firm keeps paying $500 a month for 6 months after the new price takes effect, and then pays the published price. A firm on the standard price pays the new price from its first Billing Date after the notice period. (d) The founding price holds while the subscription runs without a break. A firm that cancels and later returns pays the published price.

13.3When billing starts, and the refund. (a) Firm pays its first month's fee when it buys Capital Engine. That fee is $500 for every firm at the current published price, as recorded on the Order Form. There is no separate deposit. (b) Billing starts on the day Firm pays. That payment is month one. Company charges the payment method Firm gave at checkout, automatically, on the same day of each later month (each a Billing Date). If a month does not have that day, Company charges on its last day and returns to the original day in later months. Firm does not enter the card again and does not click to start later months. (c) Billing does not wait for, and is not started or changed by, any number of sign-ups, registrations, leads, connections or investors, or by when a dedicated email goes out. (d) In the first 30 days after Firm pays, Firm may cancel for a full refund of that first month, unless Company has already sent Firm's dedicated email to the Investor List. After that email, or after 30 days, the first month is not refundable. (e) If the Order Form records a payment already received, or an earlier Billing Date, that record controls for that Firm. (f) If the Order Form records months paid in advance, Company applies them one month at a time from the day billing starts under (b), and refunds any unused whole month if the subscription ends.

13.4What Capital Engine includes. While Firm subscribes, Company: (a) sends one Dedicated Email about each Promotable Offering to its whole Eligible List, and at least two in each 12 months of subscription in which Firm has a Promotable Offering; (b) places each Promotable Offering ahead of equal matches, as Section 3.2 describes; (c) includes Firm's Promotable Offerings in the rotation of deals on Company's homepage; (d) includes Firm's Promotable Offerings in the rotation for the featured card in Company's deal email, which Company rotates among paying firms, so Firm's Offering is not featured in every send; (e) promotes Firm's webinars about a Promotable Offering, or about the firm, in Company's weekly webinar email; (f) hosts up to two Sessions in each calendar year, on dates Company has open, promotes each in the weekly webinar email, and publishes each on Company's video and podcast channels, with Firm choosing whether each is a Live Deal Briefing for one Promotable Offering or an About the Firm Session (a Session Firm does not use does not carry over and has no cash value); and (g) lets Firm's presenter sit in on the members-only session that follows each of Firm's Sessions, under Section 8.5. Items (a) to (d) need a Promotable Offering. A Firm that raises only under Rule 506(b) receives items (e) to (g), for the firm itself. Company may also include Firm's Promotable Offerings in plan-match emails or other channels it operates from time to time. Those are not promised.

13.5The Fund-of-Funds Managers program. If a Promotable Offering of Firm's has share classes with different minimum investments, and Firm wants to present it to Company's Fund-of-Funds Managers program, Company will put that presentation together with Firm, on a date Company has open. It is not one of the promises in Section 13.7. Sections 6.5 and 8.2 apply to it.

13.6Additional Sessions. Firm may book more than two Sessions in a calendar year for $1,000 each, charged on booking. An additional Session is not refundable once booked. Firm may move it once to another open date on at least 14 days' notice. If Company cancels it, Firm chooses a new date or a refund.

13.7The promise. Company promises the Dedicated Emails in Section 13.4(a) and the Sessions in Section 13.4(f). It provides the rest of Section 13.4 while Firm subscribes, in the rotation and placement that Section 2.5 leaves to Company. Nothing in this Schedule promises a result.

13.8Cancelling. (a) Firm may cancel at any time, for any reason, by email to Company. No notice period applies. (b) Cancellation takes effect at the end of the month Firm has already paid for. Company stops billing, and does not refund a month that has started, except the first month where Section 13.3(d) allows a refund. (c) Company may end the subscription under Section 9.3.

13.9Changes. Company may change what Capital Engine includes, and how many founding places it offers, under Section 2.7. Firm may cancel at any time under Section 13.8.

14. Schedule B: Promoted Deal Campaign

14.1What it is. A Promoted Deal Campaign promotes the one Offering named in the Order Form for 90 days (the "Campaign Period").

14.2Which Offerings. The Offering must be a Promotable Offering conducted under Rule 506(c). A 506(b) Offering cannot be the subject of a campaign.

14.3Price. $3,000, flat, for one Offering, due at purchase. A second Offering needs its own campaign.

14.4When the 90 days start. The Campaign Period starts on the launch date in the Order Form or, if none is stated, on the first day on which (a) the Offering's Listing is live and (b) a date is set for Firm's webinar or Live Deal Briefing about it. Company confirms the start date to Firm by email. The Campaign Period runs for 90 days in a row and is not paused.

14.5What the campaign includes. During the Campaign Period, Company, for the Offering: (a) sends one Dedicated Email to its whole Eligible List; (b) places it ahead of equal matches, as Section 3.2 describes; (c) shows it on Company's homepage; (d) includes it in the rotation for the featured card in Company's deal email, which Company rotates among paying firms; (e) promotes Firm's webinar about it in Company's weekly webinar email; (f) hosts one Live Deal Briefing for it and publishes the Briefing on Company's video and podcast channels; and (g) lets Firm's presenter sit in on the members-only session that follows the Briefing, under Section 8.5.

14.6The promise. The promise is exposure: the Dedicated Email, the Live Deal Briefing, and 90 days of placement. Nothing in this Schedule promises a result.

14.7Refunds and make-good. (a) Before the 90 days start, Firm may cancel for a full refund. (b) After they start, the fee is not refundable, and Firm may end the campaign early without a refund. (c) If Company has not sent the Dedicated Email or offered a date for the Live Deal Briefing by the end of the Campaign Period, Company will extend the Campaign Period, at no charge, until it has. No make-good or refund depends on results. (d) If Firm closes or withdraws the Offering, or the Offering stops being conducted under Rule 506(c), the campaign ends and no refund is due.

15. Acceptance

15.1How Firm accepts. Firm accepts this Agreement, in the version published at trydealstack.com/paid-promotion-agreement on that day, when it first does any of these: pays for a Paid Service; accepts this Agreement in a DealStack checkout; or signs an Order Form. No signature is needed.

15.2Authority. The person who pays or accepts for Firm represents that he or she has read this Agreement and is authorized to bind Firm. Company accepts by providing the Paid Services.