Terms of Service

PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION 25), A PAID, AUTOMATICALLY RENEWING MONTHLY SUBSCRIPTION FOR SPONSORS THAT BEGINS AND IS CHARGED AT SIGNUP (SECTION 11), AND LIMITATIONS ON HOMEBASE'S LIABILITY (SECTION 22).

These Terms are organized as follows:

• Part A: Terms for All Users (Sections 1 through 10)
• Part B: Additional Terms for Sponsors (Sections 11 through 19)
• Part C: Additional Terms for Investors (Section 20)
• Part D: General Legal Terms (Sections 21 through 32)
• Schedule 1: Plans, Fees and Plan Limits

PART A: TERMS FOR ALL USERS

1. Agreement and Acceptance

1.1. The Parties. These Terms of Service (the "Terms") are a legally binding agreement between you and HomebaseDAO, Inc., a Delaware corporation with its principal office at 5529 N McColl Rd, McAllen, Texas 78504 ("Homebase," "we," "us," or "our"). The Terms govern your access to and use of the Homebase platform, website, applications, APIs, and related services (collectively, the "Services").

1.2. How You Accept. You accept these Terms by doing any of the following: (a) clicking "I Agree," checking a box, or taking a similar action that references these Terms; (b) creating an account; (c) subscribing to a Sponsor plan; or (d) accessing or using any part of the Services. If you do not agree to these Terms, do not use the Services.

1.3. Accepting on Behalf of an Entity. If you accept these Terms on behalf of a company, fund, partnership, or other entity, you represent and warrant that you have the authority to bind that entity, and "you" and "your" refer to that entity as well as to you individually. Sponsors must be validly existing legal entities.

1.4. Relationship to Signed Agreements. If you and Homebase have signed a separate written services agreement or order form that covers your use of the Services, that signed agreement governs to the extent it conflicts with these Terms for as long as it remains in effect. When a signed agreement expires or you elect to move to a self-service plan through the Services, these Terms apply in full.

1.5. Incorporated Documents. These Terms incorporate by reference (a) our Privacy Policy at https://homebasecre.com/privacy, (b) the plan descriptions published at https://homebasecre.com/pricing (the "Pricing Page"), provided that marketing descriptions, frequently asked questions, calculators, and illustrative content on the Pricing Page are not part of these Terms and Schedule 1 controls over the Pricing Page, (c) our list of subprocessors at https://homebasecre.com/subprocessors, and (d) any additional terms presented to you when you enable a specific feature ("Feature Terms"), including the ZumRails agreement described in Section 6.2. If Feature Terms conflict with these Terms, the Feature Terms control for that feature.

2. Definitions

"Authorized User" means an individual whom a Sponsor permits to access the Services under the Sponsor's account, such as an employee, officer, contractor, or professional adviser of the Sponsor.

"Enhanced Services" means optional add-on services offered on a usage-priced basis, including AI-powered features, advanced automation, and premium analytics, as described on the Pricing Page.

"Fundraising Features" means Platform features that allow a Sponsor to accept investor funds, execute subscription or other offering documents, or process investment transactions.

"Investor" means any natural person or entity (accredited, non-accredited, or institutional) that is invited to view, verify identity for, commit to, or invest in a Sponsor's offering through the Services, and any person who registers an investor account.

"Investor Data" means Personal Information about Investors and prospective Investors that a Sponsor collects, uploads, or causes to be collected through the Services.

"Personal Information" has the meaning given in the Privacy Policy.

"Plan" means a Homebase subscription tier (currently Starter, Growth, or Scale) as described in Schedule 1 and on the Pricing Page.

"Plan Limits" means the feature and deal allowances included in a Plan as set out in Schedule 1, such as the number of active deals.

"Platform" means Homebase's hosted syndication and fund administration software, including dealrooms, investor portals, CRM, document, payment, and distribution tools.

"Reg D 506(b)," "Reg D 506(c)," and "Reg S" have the meanings given in Regulation D and Regulation S under the Securities Act of 1933, as amended.

"Sponsor" means an entity that subscribes to a Plan and uses the Services to market, administer, or raise capital for one or more private offerings.

"Sponsor Data" means all data, documents, records, and materials that a Sponsor or its Authorized Users or Investors upload, submit, or generate through the Services in connection with the Sponsor's account, including Investor Data, transaction records, fund performance data, and communications. Sponsor Data excludes Service Data.

"Service Data" means aggregated, de-identified, or anonymized data derived from use of the Services that does not identify any Sponsor, Investor, individual, or specific transaction.

"Usage Fees" means fees for Enhanced Services or other items expressly identified as usage-priced in Schedule 1, if any.

"user," "you," and "your" mean any person or entity that accesses or uses the Services, including Sponsors, Authorized Users, and Investors.

3. Eligibility and Availability

3.1. Age and Capacity. You must be at least 18 years old and have the legal capacity to enter into a binding contract.

3.2. Geographic Availability. The Services are available to:

• Sponsors and Investors that are residents of, or organized in, the United States;
• Canadian Sponsors and Investors, subject to the identity verification requirements in Section 5;
• Mexican Investors for Reg S or other applicable private placement offerings, subject to the identity verification requirements in Section 5; and
• Investors outside the U.S., Canada, and Mexico, solely for Reg S offerings.

3.3. Qualification. Investors may participate only in offerings for which they qualify under applicable securities laws and the Sponsor's offering documents (for example, accredited or non-accredited status). Each Sponsor, not Homebase, determines and verifies Investor qualification for its offerings.

3.4. Sanctions and Embargoed Territories. You represent that you are not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. sanctions, and that you are not on any U.S. government or other applicable restricted-party list.

4. Accounts, Authorized Users, and Security

4.1. Registration. Most features require an account. You must provide accurate, current, and complete information and keep it updated. You may not impersonate any person or entity or create an account for anyone other than yourself or an entity you are authorized to represent.

4.2. Sponsor Accounts and Authorized Users. A Sponsor account is administered by one or more account administrators designated by the Sponsor. Sponsors may invite Authorized Users. The Sponsor is responsible for (a) ensuring each Authorized User complies with these Terms, (b) all activity under its account and its Authorized Users' credentials, and (c) promptly removing access for individuals who are no longer authorized. Authorized Users must accept these Terms individually before using the Services.

4.3. Credentials. You are responsible for safeguarding your login credentials and any API keys. Do not share them. You must promptly notify us at info@homebasecre.com of any unauthorized access to or use of your account. Prompt notice does not by itself entitle you to any reimbursement.

4.4. Technical Requirements. You are responsible for the hardware, software, and internet connectivity needed to use the Services. Homebase makes no warranty regarding device compatibility or network performance.

4.5. Account Actions. We may refuse registration, suspend, or disable any account as described in Section 12 (for Sponsors) and Section 26 (for all users).

5. Identity Verification and Compliance Screening

5.1. Consent to Processing. You authorize Homebase to collect, process, and store Personal Information for identity verification, Know Your Customer ("KYC"), Know Your Business ("KYB"), anti-money-laundering ("AML"), fraud prevention, and legal compliance purposes, as described in the Privacy Policy.

5.2. KYC and KYB Requirements. Depending on your role and location, we may require:

• a government-issued photo ID (U.S.: driver's license or passport; Canada and Mexico: passport);
• proof of address (Canadian and Mexican users);
• entity formation documents, beneficial ownership information, and authorized signatory information for Sponsors and entity Investors (KYB);
• taxpayer identification numbers and tax forms; and
• additional documentation we reasonably request to comply with SEC, FinCEN, FINTRAC, CNBV, or other regulatory requirements, or that a Third-Party Provider requires.

5.3. Verification Providers. Identity verification is performed by third-party providers (currently Persona). Homebase retains a verification token and result rather than your underlying identity documents, except where we are required by law or by a Third-Party Provider to retain more. Where permitted by law, verification may involve processing of biometric identifiers (for example, a facial geometry comparison between your selfie and your ID). Before biometric verification begins you will be asked to consent, and the Privacy Policy describes how that data is handled.

5.4. Screening. We conduct politically exposed person (PEP) and sanctions screening at onboarding and periodically thereafter, at least as often as required by applicable law, and may conduct fraud and identity screening as permitted by law.

5.5. Withdrawal of Consent. You may withdraw consent by closing your account. We may retain data as required by law or as described in the Privacy Policy.

6. Third-Party Services and Payment Partners

6.1. Third-Party Providers. The Services rely on third-party providers, including Persona (identity verification), Stripe (Sponsor subscription billing), ZumRails (bank account linking and ACH processing for investor funds and distributions), Dropbox Sign (electronic signatures), and cloud infrastructure and AI model providers listed on our subprocessor page (together, "Third-Party Providers").

6.2. ZumRails Agreement Required for ACH. ACH acceptance of investor funds and ACH disbursement of distributions are processed through ZumRails. Before ACH features are activated for a Sponsor account, the Sponsor must complete KYB with ZumRails and accept the ZumRails subcontract agreement presented in the Services. That agreement is presented and accepted electronically in the Services, governs ZumRails' services and fees, and is Feature Terms under Section 1.5. Sponsors that do not enable ACH are not required to enter into it. Homebase may suspend ACH features if ZumRails suspends or terminates the Sponsor's ZumRails relationship.

6.3. Other Third-Party Terms. Your use of Stripe for subscription billing is subject to Stripe's applicable terms. Homebase is not a party to your agreement with any Third-Party Provider.

6.4. Homebase Is Not a Bank or Money Transmitter. Homebase does not hold, custody, or transmit funds. Investor subscriptions and Sponsor distributions move through Third-Party Providers and their partner banks. Homebase is not liable for errors, delays, returns, reversals, chargebacks, or losses caused by Third-Party Providers, provided Homebase has exercised reasonable care in selecting and monitoring those providers.

6.5. Bank Data Authorization. By linking a bank account, you authorize Homebase and the applicable Third-Party Providers to access, retrieve, store, and transmit your bank account and transaction information for the purpose of providing the Services. You are responsible for the accuracy of the bank details you provide.

7. Homebase Is a Technology Provider

7.1. No Broker-Dealer, Adviser, or Escrow Role. Homebase provides software and administrative tools. Homebase is not a broker-dealer, funding portal, investment adviser, transfer agent, escrow agent, custodian, fiduciary, or fund administrator of record for any offering. Homebase does not solicit investors, recommend, endorse, underwrite, or perform due diligence on any Sponsor, offering, or Investor, and does not negotiate or participate in the terms of any offering. Homebase's fees are flat subscription and per-item fees that do not vary with the amount raised or the success of any offering.

7.2. No Advice. Nothing on the Services constitutes investment, financial, tax, legal, accounting, or other professional advice, or an offer to buy or sell securities. All investment and business decisions are your sole responsibility. Consult your own advisers.

7.3. Sponsor Offerings Are the Sponsor's. Each offering on the Services is created, controlled, and made by the applicable Sponsor. Offering documents, financial projections, marketing materials, and communications are the Sponsor's content. Homebase does not verify their accuracy and is not a party to any subscription agreement, operating agreement, or other agreement between a Sponsor and an Investor.

7.4. Suitability and Risk. Private real estate securities are speculative and illiquid, may lose all of their value, and may not suit all investors. Availability depends on jurisdiction and exemption status.

8. Acceptable Use

8.1. You agree that you will not, and will not permit any Authorized User or third party to:

• use the Services in violation of any applicable law, including securities, anti-fraud, AML, sanctions, privacy, and anti-spam laws;
• upload or transmit content that is false or misleading, defamatory, harassing, infringing, or that invades another person's privacy;
• reverse engineer, decompile, or attempt to derive source code, algorithms, or underlying structure from the Services;
• copy, modify, translate, or create derivative works of the Services, or remove any proprietary notices;
• resell, sublicense, rent, lease, or otherwise make the Services available to any third party other than your Authorized Users and Investors as permitted by these Terms;
• use the Services to build or support a product that competes with the Services;
• use robots, spiders, scrapers, or other automated means to access the Services or extract data, except through our documented API and MCP interfaces in accordance with Section 17;
• transmit viruses or other harmful code, or probe, scan, or test the vulnerability of the Services without our written authorization;
• circumvent access controls, rate limits, Plan Limits, or security measures;
• send unsolicited communications through the Services or use the Services for any purpose unrelated to the Sponsor's own offerings and fund administration; or
• use the Services in any manner that exceeds the scope of use permitted under these Terms.

8.2. Monitoring and Enforcement. Homebase has no obligation to monitor content or use, but may do so, and may remove content, suspend accounts, or take other action it reasonably believes necessary to enforce these Terms or comply with law.

9. Intellectual Property and Licenses

9.1. Homebase Property. The Services, including all software, designs, text, graphics, trademarks, logos, documentation, and all improvements, enhancements, and derivative works, are owned by Homebase or its licensors and are protected by intellectual property laws. Except for the limited licenses expressly granted in these Terms, no rights are granted to you, and Homebase reserves all rights.

9.2. License to Sponsors. Subject to your compliance with these Terms and payment of applicable fees, Homebase grants each Sponsor a limited, non-exclusive, non-transferable, non-sublicensable license during its subscription term, revocable only as provided in Section 12, to access and use the Services for the Sponsor's internal business purposes, including making dealrooms and investor portals available to its Investors.

9.3. License to Investors and Other Users. Subject to your compliance with these Terms, Homebase grants each Investor and other non-Sponsor user a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services to view, evaluate, subscribe to, and manage investments in Sponsor offerings, and to exercise rights arising from those investments, such as voting and receiving distributions.

9.4. Feedback. If you provide suggestions, ideas, or feedback about the Services, you grant Homebase a perpetual, irrevocable, worldwide, royalty-free license to use and exploit that feedback for any purpose without obligation to you.

9.5. Government End Users. The Services are "commercial computer software" and "commercial computer software documentation" as defined in FAR 2.101 and DFARS 252.227-7014. Use by the U.S. Government is governed solely by these Terms.

10. Electronic Signatures and Communications

10.1. Electronic Signatures. Agreements executed through the Services are signed electronically through Dropbox Sign or another provider we designate. Sponsors are responsible for ensuring that their offering documents and the manner in which they are executed comply with the U.S. E-SIGN Act, UETA, Canada's PIPEDA and provincial e-commerce laws, Mexican federal and commercial e-signature law, and any other applicable e-signature laws. Homebase disclaims liability for the validity or enforceability of any signature or document executed through the Services.

10.2. Electronic Communications. You consent to receive all notices, disclosures, statements, and other communications from Homebase electronically, including by email, in-app notification, or posting on the Services. Electronic delivery satisfies any legal requirement that a communication be in writing. To receive electronic communications you need a device with internet access, a current web browser, an active email address, and software capable of viewing PDF files. You may request a paper copy of any document we provide electronically by emailing info@homebasecre.com. You may withdraw this consent by closing your account; withdrawal does not affect the validity of communications delivered before withdrawal.

10.3. Sponsor Communications to Investors. Sponsors may send emails and other communications to their Investors through the Services. All such content is created by and is the responsibility of the Sponsor. Sponsors must comply with CAN-SPAM, CASL, Mexican data protection law, and similar laws, and must honor unsubscribe requests. Homebase may suspend communication features for violations.

PART B: ADDITIONAL TERMS FOR SPONSORS

11. Plans, Fees, and Billing

11.1. Plans. Homebase offers Starter, Growth, and Scale Plans. Each Plan's features, Plan Limits, and monthly fee are set out in Schedule 1. Your Plan fee is the fee stated in Schedule 1 for the Plan you select, subject to Section 11.8. If Schedule 1 and the Pricing Page differ, Schedule 1 controls. Custom or enterprise arrangements are available only under a separately signed agreement as described in Section 1.4.

11.2. Charge at Signup. When you sign up you choose a Plan and provide a valid payment method. Your paid subscription begins, and your payment method is charged the monthly fee for the Plan you chose, immediately upon signup. Your subscription then renews monthly until you cancel. You may cancel at any time as described in Section 11.4. Homebase does not currently offer a free trial; if Homebase introduces one, its terms will be stated at signup and in Schedule 1.

11.3. Payment Method and Authorization. Plan fees and Usage Fees are billed through Stripe. You must keep a valid payment method on file. By subscribing, you authorize Homebase (through Stripe) to charge your payment method at signup and on a recurring monthly basis thereafter for your Plan fee, plus any Usage Fees incurred in the prior billing period, until you cancel. Homebase does not store your full card number; Stripe stores and processes it under Stripe's terms and privacy policy. If you change your payment method, the new method is charged for subsequent billing periods. Homebase will send a confirmation to your account email at signup summarizing your Plan, the monthly fee, the automatic renewal terms, and how to cancel; keep it for your records.

11.4. Automatic Renewal and Cancellation. Your subscription renews automatically each month at the then-current Plan fee unless you cancel. Your billing date is the date you signed up, and each billing period is one month. You may cancel at any time through the billing portal accessible from your account settings or by emailing info@homebasecre.com from your account administrator email. Cancellation takes effect at the end of the current billing period, and you will not be charged for subsequent periods. Except as expressly provided in these Terms, fees are non-refundable, and no refunds or credits are provided for partial billing periods, unused Plan Limits, or downgrades.

11.5. Plan Changes.

a. Requesting a Change. You may request a Plan change at any time by contacting info@homebasecre.com from your account administrator email. Homebase will confirm the new Plan fee and the effective date in writing before the change takes effect, and no change is effective until you confirm. Upgrades take effect on confirmation, and the difference in Plan fee is prorated for the remainder of the current billing period. Downgrades take effect at the start of the next billing period.

b. Fundraising Features Require Growth or Scale. The Starter Plan permits marketing deals and collecting non-binding soft commitments only. Fundraising Features (accepting investor funds, executing subscription documents, and processing investment transactions) are available only on the Growth and Scale Plans. If you attempt to enable a Fundraising Feature on the Starter Plan, the Services will direct you to contact Homebase to upgrade, and the feature will be enabled only after you confirm the upgrade and the new Plan fee.

c. Downgrades and Plan Limits. If your use exceeds the Plan Limits of the lower Plan (for example, more active deals than the lower Plan allows), you must bring your use within those limits before the downgrade takes effect. Downgrading from Growth or Scale to Starter disables Fundraising Features at the effective date; you remain responsible for completing or unwinding any in-progress transactions before then, and Investors' existing records and documents remain accessible.

11.6. Usage Fees. Usage Fees apply only to Enhanced Services and other items expressly identified as usage-priced in Schedule 1. Homebase does not currently charge Usage Fees. KYC verifications, embedded document signatures, and ACH transactions are included in the Growth and Scale Plans without per-item charges. If Homebase introduces a Usage Fee, it will be published in Schedule 1 and on the Pricing Page at least thirty (30) days before it takes effect, existing Sponsors will receive notice under Section 11.8, and any Usage Fees will be charged in arrears with your next Plan fee.

11.7. Third-Party Provider Fees. Fees charged by ZumRails or other Third-Party Providers directly to you under your agreements with them (including ACH network, return, and KYB fees) are separate from Homebase fees and are subject to change by those providers.

11.8. Fee Changes. Homebase may change Plan fees, Usage Fees, or Plan Limits on at least thirty (30) days' notice by email to your account administrator. Changes take effect at your first billing period after the notice period. If you do not agree to a change, you may cancel before it takes effect. Continued use after the effective date constitutes acceptance.

11.9. Failed Payments; Late Amounts. If a charge fails, Homebase may retry it and will notify you. If payment is not received within ten (10) days after notice, Homebase may suspend your account (including your Investors' ability to transact in your dealrooms) until payment is received. Overdue amounts accrue a finance charge of 1.5% per month or the maximum permitted by law, whichever is lower, plus reasonable costs of collection. Suspension does not relieve you of payment obligations. If the charge at signup fails, your subscription does not begin until a successful charge is made.

11.10. Taxes. Fees exclude sales, use, VAT, GST, and similar taxes. You are responsible for all such taxes other than taxes on Homebase's net income. If you are tax-exempt, provide a valid exemption certificate.

11.11. Billing Disputes. If you believe you have been billed incorrectly, contact info@homebasecre.com within sixty (60) days after the charge date. Homebase will investigate in good faith. Charges not disputed within that period are deemed accepted. Please contact Homebase before initiating a chargeback; an unwarranted chargeback may result in suspension.

11.12. Refunds to Investors. If you refund or return funds to an Investor, you remain responsible for any Third-Party Provider fees associated with the original transaction and the refund.

12. Subscription Term, Suspension, and Termination

12.1. Term. Your paid subscription begins when you sign up and continues month to month until cancelled by you under Section 11.4 or terminated under this Section 12.

12.2. Suspension. Homebase may suspend your account or specific features immediately if (a) payment is overdue under Section 11.9, (b) we reasonably believe your use violates Section 8 or applicable law, poses a security, legal, or reputational risk to Homebase, other users, or Third-Party Providers, or (c) a Third-Party Provider requires it. We will notify you and work with you in good faith to restore access once the issue is resolved. Where practicable, Homebase will limit a suspension to the affected features.

12.3. Termination by Homebase. Homebase may terminate your subscription (a) on thirty (30) days' written notice if you materially breach these Terms and fail to cure within that period, (b) immediately for non-payment that continues after suspension, for fraud, or for a violation that cannot be cured, or (c) for convenience on sixty (60) days' written notice, in which case Homebase will refund any prepaid fees for the period after the effective date.

12.4. Effect of Termination. On cancellation or termination:

a. your license and your Authorized Users' access end at the effective date, and Homebase may disable Investor access to your dealrooms;

b. all fees accrued through the effective date remain payable;

c. for thirty (30) days after the effective date (the "Retrieval Period"), Homebase will make your Sponsor Data available for export in a commonly used electronic format through the Services or on request, at no additional charge; extended migration assistance is available at Homebase's then-current professional services rates;

d. within sixty (60) days after the Retrieval Period ends, Homebase will delete Sponsor Data in its possession, except data Homebase must retain under applicable law, regulation, or legal hold (including KYC/AML records retained for the required period, currently up to five years), or that resides in routine backups that are overwritten in the ordinary course. Homebase will confirm deletion in writing on request; and

e. Investors retain their own accounts and their own records of their investments as described in the Privacy Policy.

12.5. Survival. Sections 9.1, 9.4, 11 (as to accrued fees and disputes), 12.4, 13, 14.1, 14.3, 14.9, 18, 19, and Part D survive cancellation or termination.

13. Sponsor Responsibilities and Compliance

13.1. Your Offerings. You are solely responsible for each offering you conduct through the Services, including its structure, exemption, disclosures, offering documents, financial information, and marketing. You represent and warrant that:

• each offering complies with the Securities Act of 1933, the Securities Exchange Act of 1934, applicable state "blue sky" laws, and any applicable Canadian, Mexican, or other securities laws, including Form D and state notice filings;
• for any Reg D 506(c) offering, you will take reasonable steps to verify accredited investor status and will not rely on Homebase's KYC as verification of accreditation unless a feature is expressly described as providing accreditation verification;
• for any Reg D 506(b) offering, you will not engage in general solicitation and will manage the public visibility of your dealrooms accordingly;
• you and your covered persons are not subject to "bad actor" disqualification under Rule 506(d), and you will notify Homebase promptly if that changes;
• you have obtained all consents and made all disclosures required to collect and use Investor Data, including any privacy notices required by applicable law; and
• all information you provide to Homebase, including KYB information, is true, accurate, and complete.

13.2. Your Investors. As between you and Homebase, you are solely responsible to your Investors and other end users for your offerings, your obligations under your offering documents, your communications, and the accuracy of information in your dealrooms. Homebase has no liability to your Investors for your offerings or for any goods or services sold or provided through your dealrooms.

13.3. Review of Calculations and Outputs. The Services generate calculations, documents, reports, and other outputs based on the configurations, data, and instructions you provide (for example, distribution waterfalls, capital account balances, and tax allocations). You are responsible for reviewing and approving all calculations and outputs before you rely on them, execute documents, or release funds. Homebase does not verify that your configuration reflects your fund documents.

13.4. Tax and Regulatory Reporting. You are responsible for all tax reporting and withholding relating to your offerings and distributions, including issuing Schedule K-1s, Forms 1099, and any other required forms, and for maintaining books and records required by law. Homebase may provide data and tools to assist but does not act as your tax preparer or agent.

13.5. Records. You are responsible for maintaining your own copies of offering documents, executed agreements, and transaction records. The Services are not an archival system of record for your regulatory obligations.

13.6. Payment Instructions. You are responsible for the accuracy of all payment, distribution, and bank instructions you enter and approve. Homebase is not liable for funds sent in accordance with instructions you or your Authorized Users provided.

14. Sponsor Data, Privacy, and Security

14.1. Ownership. As between you and Homebase, you own all right, title, and interest in Sponsor Data. Nothing in these Terms transfers ownership of Sponsor Data to Homebase.

14.2. License to Homebase. You grant Homebase a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, display, and otherwise use Sponsor Data (a) to provide, maintain, secure, and support the Services, (b) to comply with law and enforce these Terms, and (c) as otherwise instructed by you through the Services. Homebase will not use Sponsor Data to market to your Investors or for any purpose unrelated to the Services.

14.3. Service Data and Service Improvement. Homebase may create and use Service Data for any lawful purpose, including improving the Services, developing and training AI and automation features, benchmarking, and analytics, provided that Service Data does not identify you, any Investor, any individual, or any specific transaction, and Homebase does not attempt to re-identify it. Homebase does not train AI models on identifiable Sponsor Data or Investor Data.

14.4. Roles Under Privacy Law. For Investor Data that you collect or process through the Services, you are the controller or business and Homebase is your processor or service provider. Homebase processes Investor Data on your documented instructions (which include these Terms and your configuration of the Services), except where Homebase is required by law to process it otherwise, and except for Homebase's own KYC, AML, sanctions, fraud prevention, and legal compliance obligations, for which Homebase acts as an independent controller as described in the Privacy Policy.

14.5. Data Processing Terms. With respect to Investor Data, Homebase will:

a. process it only as described in Sections 14.2 and 14.4;

b. ensure personnel with access are bound by confidentiality obligations;

c. engage subprocessors only under written terms that are at least as protective as this Section 14, maintain the subprocessor list referenced in Section 1.5, and update that page at least fifteen (15) days before a new subprocessor begins processing Investor Data (Scale Plan Sponsors will also receive email notice of material additions). If you object on reasonable data-protection grounds and Homebase cannot reasonably accommodate the objection, you may cancel and receive a prorated refund of prepaid fees for the remainder of the current billing period as your sole remedy;

d. reasonably assist you, at your request and at your expense where the assistance is more than minimal, in responding to Investor requests to exercise privacy rights and in meeting your security, impact assessment, and regulatory obligations;

e. delete or return Investor Data at the end of the subscription as described in Section 12.4; and

f. make available information reasonably necessary to demonstrate compliance with this Section, including Homebase's most recent third-party security assessment or SOC 2 report when available, subject to confidentiality; and

g. not sell or share Investor Data, not retain, use, or disclose it for any purpose other than the purposes described in Section 14.2 or outside the direct business relationship with you, not combine it with personal information Homebase receives from other sources except as permitted for a service provider under applicable law, and notify you promptly if Homebase determines it can no longer meet its obligations under this Section 14, in which case you may direct Homebase to stop the affected processing.

14.6. Security. Homebase maintains a written information security program with administrative, technical, and physical safeguards designed to protect Sponsor Data against unauthorized access, use, disclosure, alteration, or destruction, appropriate to the sensitivity of the data. These safeguards include encryption of Sponsor Data in transit and at rest, role-based access controls, logging and monitoring, and incident response procedures. Homebase may update its safeguards from time to time provided the overall level of protection is not materially reduced.

14.7. Security Incidents. If Homebase confirms unauthorized access to or disclosure of Sponsor Data (a "Security Incident"), Homebase will notify your account administrator without undue delay, and in any event within seventy-two (72) hours of confirmation, and will provide information reasonably available about the nature of the incident, the categories and approximate volume of data affected, mitigation steps, and a point of contact. Homebase will take commercially reasonable steps to contain and remediate the incident and will cooperate reasonably with your investigation and notification obligations. Homebase's notice is not an admission of fault or liability.

14.8. Your Warranties. You represent and warrant that you have all rights, consents, and authority necessary to upload and process Sponsor Data through the Services and to grant the license in Section 14.2, and that your collection and use of Investor Data complies with applicable privacy laws and your own privacy notices.

14.9. Confidentiality. Sponsor Data is your Confidential Information under Section 23. Homebase's confidentiality obligations with respect to Investor Data and other personal, financial, or investor information in Sponsor Data continue for as long as Homebase retains that data.

15. Support and Service Availability

15.1. Support. Homebase provides technical support by email at info@homebasecre.com and through in-app channels on business days (Monday through Friday, excluding U.S. federal holidays) from 10:00 a.m. to 10:00 p.m. Eastern Time. Homebase will use commercially reasonable efforts to respond to support requests within one (1) business day. Scale Plan Sponsors receive priority handling of support requests.

15.2. Availability and Maintenance. Homebase uses commercially reasonable efforts to keep the Services available and to perform scheduled maintenance outside U.S. business hours where practicable, with advance notice for planned downtime expected to exceed one hour. The Services may be unavailable due to scheduled or emergency maintenance, Third-Party Provider outages, or events beyond Homebase's reasonable control. Homebase does not offer an uptime guarantee or service credits under these Terms. A written service level agreement may be available for Scale Plan Sponsors as a separate addendum on request.

15.3. Onboarding Assistance. Homebase may, at its discretion, assist with dealroom setup, data migration, and KYC processing. Any turnaround times stated in marketing materials or support responses are targets, not commitments, unless set out in a signed statement of work.

16. Enhanced Services, AI Features, and Beta Features

16.1. Enhanced Services. Homebase may offer Enhanced Services on a usage-priced basis. Homebase will publish pricing for any new Enhanced Service on the Pricing Page at least thirty (30) days before it is available. A Plan may include a baseline allocation of Enhanced Services usage, with additional usage charged as Usage Fees. Enhanced Services are optional; you may enable and disable them through the Services.

16.2. AI Features. Certain features use artificial intelligence, including large language models provided by Third-Party Providers, to process documents, generate summaries, drafts, classifications, or recommendations, and automate workflows ("AI Features"). AI Features can produce output that is inaccurate, incomplete, or inconsistent with your fund documents. AI output is provided for your review and is not legal, tax, financial, or investment advice. You are responsible for reviewing AI output before relying on it. Homebase does not claim ownership of AI output generated from your Sponsor Data. Inputs to AI Features are Sponsor Data and are governed by Section 14, and Homebase's AI model providers are contractually prohibited from using your inputs to train their models.

16.3. Beta Features. Homebase may make pre-release or beta features available. Beta features are provided "as is," may be modified or discontinued at any time, may not be supported, and are excluded from any security or availability commitments in these Terms unless Homebase states otherwise in writing.

17. API and MCP Access

17.1. Access. Homebase may make programmatic access to the Services available to Sponsors through an application programming interface (API), a Model Context Protocol (MCP) server, or both, on the Plans and at the limits described on the Pricing Page. Your use of such access for your internal business purposes is licensed under Section 9.2 and does not violate Section 8.

17.2. Conditions. You must keep API credentials confidential, comply with published rate limits and documentation, and not use programmatic access to circumvent Plan Limits, extract data about Sponsors or Investors other than your own, or build a competing product. Homebase may modify, rate-limit, or suspend programmatic access for security, stability, or abuse reasons, and will provide reasonable notice of breaking changes where practicable.

17.3. Third-Party AI Clients. If you connect the MCP server to a third-party AI assistant or agent, that third party will receive Sponsor Data you expose through the connection. You are responsible for that third party's handling of Sponsor Data.

18. Publicity

Homebase may identify you as a Homebase customer by name and logo on its website and in marketing materials. You may opt out at any time by emailing info@homebasecre.com, and Homebase will remove your name and logo within a reasonable period. Any case study, quote, or press release that describes your use of the Services in detail requires your prior written consent.

19. Sponsor Warranties

In addition to Section 13, each Sponsor represents and warrants that (a) it is duly organized, validly existing, and in good standing, (b) the individual accepting these Terms is authorized to bind it, (c) its use of the Services does not violate any agreement to which it is a party, and (d) it will provide accurate and complete information in connection with billing, KYB, and tax documentation.

PART C: ADDITIONAL TERMS FOR INVESTORS

20. Investor Accounts and Investing Through the Services

20.1. Your Relationship Is With the Sponsor. When you commit to or invest in an offering, you enter into agreements with the Sponsor, not with Homebase. Homebase is not a party to your subscription agreement, operating agreement, or any other offering document, does not hold your investment, does not verify the Sponsor's statements, and does not owe you any fiduciary duty. You should conduct your own due diligence and consult your own advisers before investing.

20.2. No Fees From Homebase to Investors. Homebase does not charge Investors subscription or account fees. A Sponsor may pass through certain transaction or verification costs to you under its offering documents; any such pass-through is the Sponsor's, not Homebase's.

20.3. Funds. Investment funds and distributions are transmitted through Third-Party Providers and their partner banks. ACH transfers may take several business days to settle and may be returned or reversed under the applicable network rules. Homebase is not responsible for delays or errors caused by your bank, a Third-Party Provider, or inaccurate instructions you provide.

20.4. Your Documents and Records. You may access executed documents and transaction records through your account. You should download and retain your own copies. If a Sponsor's subscription ends, your account remains active and you retain access to your own records for the retention period described in the Privacy Policy, but the Sponsor's dealroom content may no longer be available.

20.5. Sponsor Communications. Communications you receive through the Services from a Sponsor are the Sponsor's communications. You may unsubscribe from a Sponsor's marketing communications using the link in those messages; you will continue to receive transactional and legally required notices.

20.6. Taxes. You are responsible for all taxes on your investments and distributions. Homebase may provide tax forms or data on a Sponsor's behalf and may withhold or report as required by law. Consult your own tax adviser.

20.7. Multiple Sponsors. Your Investor account may be used to participate in offerings from more than one Sponsor. Your identity verification result may be reused across Sponsors as permitted by law. Each Sponsor sees only the information relevant to its own offerings and your participation in them.

PART D: GENERAL LEGAL TERMS

21. Warranty Disclaimer

21.1. Limited Warranty to Sponsors. Homebase warrants to paying Sponsors that it will provide the Services in a professional and workmanlike manner using reasonable skill and care. Your sole remedy for breach of this warranty is for Homebase to use commercially reasonable efforts to correct the non-conforming Services or, if Homebase cannot do so within a reasonable time, for you to cancel and receive a prorated refund of prepaid fees for the remainder of the current billing period.

21.2. Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 21.1, THE SERVICES, AI OUTPUT, AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." HOMEBASE AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. HOMEBASE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL CODE, THAT ANY CALCULATION OR OUTPUT WILL BE ACCURATE OR COMPLETE, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THE REQUIREMENTS OF ANY INVESTOR OR REGULATOR. HOMEBASE PROVIDES NO INVESTMENT, BROKERAGE, ADVISORY, DUE DILIGENCE, TAX, LEGAL, OR ACCOUNTING SERVICES. ANY WARRANTY CONCERNING THIRD-PARTY PROVIDERS IS SOLELY BETWEEN YOU AND THAT PROVIDER. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

22. Limitation of Liability

22.1. Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER HOMEBASE NOR ITS AFFILIATES, SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS WILL BE LIABLE UNDER ANY THEORY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR INVESTMENT VALUE, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

22.2. Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, HOMEBASE'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED:

a. for Sponsors, the total fees paid by the Sponsor to Homebase in the twelve (12) months immediately preceding the event giving rise to the claim; and

b. for Investors and all other users, the greater of (i) the amounts you paid to Homebase in the six (6) months preceding the claim and (ii) one hundred U.S. dollars ($100).

22.3. Exceptions. The exclusions and cap in this Section 22 do not apply to liability arising from Homebase's fraud, gross negligence, or willful misconduct, or to any liability that cannot be limited under applicable law.

22.4. Basis of the Bargain. The limitations in this Section 22 reflect the allocation of risk between the parties and are an essential basis of the bargain. They apply even if any limited remedy fails of its essential purpose.

23. Confidentiality

23.1. "Confidential Information" means non-public information disclosed by one party to the other in connection with the Services that is marked confidential or that a reasonable person would understand to be confidential. Homebase's Confidential Information includes non-public information about the Services' features, roadmap, security, and pricing offered to you. A Sponsor's Confidential Information includes Sponsor Data. Confidential Information excludes information that (a) is or becomes public through no fault of the receiving party, (b) was known to the receiving party without restriction before disclosure, (c) is received from a third party without restriction, or (d) is independently developed without use of the disclosing party's Confidential Information.

23.2. Each party will use the other's Confidential Information only to perform under these Terms, will protect it with at least reasonable care, and will limit access to personnel, contractors, and advisers who need to know it and are bound by confidentiality obligations. A party may disclose Confidential Information as required by law or legal process, provided it gives prompt notice (where legally permitted) and cooperates with efforts to seek protective treatment.

23.3. These obligations continue for five (5) years after the receiving party's last access to the Confidential Information, and indefinitely for Sponsor Data containing personal, financial, or investor information and for trade secrets.

23.4. Each party acknowledges that a breach of this Section 23 or Section 14 may cause irreparable harm for which damages are inadequate, and the disclosing party may seek injunctive relief without posting bond.

24. Indemnification

24.1. By You. You will defend, indemnify, and hold harmless Homebase and its affiliates, and their officers, directors, employees, and agents, from and against any third-party claims, and all related damages, liabilities, costs, and expenses (including reasonable attorneys' fees), arising out of or relating to (a) your use of the Services in violation of these Terms or applicable law, (b) for Sponsors, your offerings, offering documents, communications, and relationships with Investors, including any claim by an Investor or regulator, (c) Sponsor Data, including any claim that Sponsor Data infringes or misappropriates a third party's rights or violates privacy law, (d) inaccurate payment or distribution instructions you provide, or (e) your gross negligence, willful misconduct, or fraud.

24.2. Procedure. Homebase will give you prompt notice of any claim (delay only relieves you to the extent you are materially prejudiced), allow you to control the defense and settlement, and cooperate at your expense. You may not settle any claim in a manner that imposes obligations on Homebase or admits fault on Homebase's behalf without Homebase's written consent. Homebase may participate with its own counsel at its own expense.

25. Governing Law and Dispute Resolution

25.1. Governing Law. These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of Delaware, without regard to conflict-of-law rules, and by the Federal Arbitration Act.

25.2. Informal Resolution. Before starting arbitration or litigation, the party raising the dispute must send a written notice describing the dispute, the relief sought, and the sender's contact information to the other party (to Homebase at info@homebasecre.com and by mail to the address in Section 1.1; to you at the email address on your account). The parties will attempt in good faith to resolve the dispute for sixty (60) days after the notice. Completing this process is a condition to starting arbitration or litigation, and any applicable limitations period is tolled during it.

25.3. Binding Arbitration. If the dispute is not resolved, it will be resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures (or its Streamlined Rules for claims under $250,000), including the Optional Expedited Arbitration Procedures, before a single arbitrator. The seat of arbitration is Hidalgo County, Texas; hearings may be conducted by video conference if the arbitrator permits, and for individual consumer claims under $10,000 the claimant may elect to proceed by written submissions or telephone. Each party bears its own attorneys' fees and costs except as the arbitrator awards under applicable law, and JAMS fees are allocated under the JAMS rules (including the JAMS Consumer Minimum Standards where applicable). The arbitrator has exclusive authority to resolve disputes about the interpretation, applicability, or enforceability of this Section 25, except that a court decides the enforceability of the class waiver in Section 25.5 and the batching provision in Section 25.6. Judgment on the award may be entered in any court of competent jurisdiction.

25.4. Exceptions. Either party may (a) bring an individual action in small claims court, (b) seek injunctive or other equitable relief in court to protect intellectual property rights, Confidential Information, or the security of the Services, and (c) in Homebase's case, bring a collections action for unpaid fees. For any such court action, and for any matter not subject to arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts located in the State of Delaware.

25.5. Class Action and Jury Trial Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND HOMEBASE EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. ALL CLAIMS MUST BE BROUGHT IN A PARTY'S INDIVIDUAL CAPACITY. IF THIS WAIVER IS FOUND UNENFORCEABLE AS TO A PARTICULAR CLAIM, THAT CLAIM WILL PROCEED IN COURT, NOT ARBITRATION, AND WILL BE STAYED PENDING THE OUTCOME OF ANY INDIVIDUAL ARBITRATION.

25.6. Coordinated Filings. If twenty-five (25) or more arbitration demands raising similar claims are filed against Homebase by the same or coordinated counsel within a ninety (90) day period, the parties agree that JAMS will administer them in batches of up to fifty (50), with one arbitrator and one set of filing fees per batch, and that the parties will cooperate in good faith to resolve the first batches before proceeding with the rest. This Section applies only to procedure and does not limit any party's substantive rights.

25.7. Opt-Out for Individuals. If you are a natural person using the Services as an Investor, you may opt out of Sections 25.3, 25.5, and 25.6 by emailing info@homebasecre.com with the subject "Arbitration Opt-Out" within thirty (30) days after you first accept these Terms. Opting out does not affect any other provision.

25.8. Time Limit. Where permitted by law, any claim must be brought within one (1) year after it accrues.

26. Suspension and Termination of Access for All Users

Homebase may suspend or terminate any user's access to the Services at any time, with or without notice, for violation of these Terms, legal or regulatory reasons, security risk, or discontinuation of the Services, subject to Section 12 for Sponsors. You may close your account at any time by contacting info@homebasecre.com or through account settings where available. Sections 9.1, 9.4, 14.9, 20, and 21 through 32 survive termination.

27. Data Retention and Deletion

Homebase retains Personal Information only as long as necessary to provide the Services, comply with legal and regulatory obligations (including KYC/AML rules that generally require retaining KYC records for up to five (5) years after account closure), resolve disputes, and enforce agreements. When you close your account, Homebase will delete or anonymize your Personal Information within sixty (60) days, except as needed for fraud prevention, legal compliance or legal holds, or legitimate business purposes, in which case the data is securely isolated until the retention need ends. Core KYC/AML records are retained for the legally required period. Sponsor Data is handled as described in Section 12.4. Details are in the Privacy Policy.

28. Modifications to the Services

Homebase may modify, add, or discontinue features of the Services at any time. Homebase will use reasonable efforts to give Sponsors at least thirty (30) days' notice before discontinuing a material feature that Sponsors rely on, except where a shorter period is required for security, legal, or Third-Party Provider reasons. Homebase is not liable for any modification, suspension, or discontinuation of the Services or any part of them.

29. Export Control

The Services are operated from the United States. You must comply with U.S. export control and sanctions laws, including those administered by the U.S. Department of Commerce and the Office of Foreign Assets Control, and you may not export, re-export, or permit access to the Services in violation of those laws.

30. Force Majeure

Neither party is liable for any delay or failure to perform (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, failures of public or private telecommunications or power networks, Third-Party Provider outages, or governmental orders. The affected party will promptly notify the other party and use reasonable efforts to mitigate and resume performance.

31. Changes to These Terms

Homebase may update these Terms from time to time. Homebase will post the updated Terms with a new "Last Updated" date and will notify you of material changes at least thirty (30) days before they take effect by email to the address on your account or by prominent notice in the Services, except that changes required by law or to address security may take effect immediately. If you do not agree to a change, you must stop using the Services and, for Sponsors, cancel before the effective date. Continued use after the effective date constitutes acceptance. Changes do not apply retroactively to disputes that arose before the effective date.

32. General

32.1. Entire Agreement. These Terms, including the documents incorporated under Section 1.5, are the entire agreement between you and Homebase regarding the Services and supersede all prior agreements and understandings, subject to Section 1.4. Any terms in a purchase order, vendor registration form, or similar document you provide are rejected and have no effect.

32.2. Severability. If any provision is held unenforceable, it will be limited to the minimum extent necessary and the remainder will remain in effect.

32.3. Assignment. You may not assign or transfer these Terms without Homebase's prior written consent, except that a Sponsor may assign to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets on written notice to Homebase, provided the successor is not a competitor of Homebase and agrees to be bound. Homebase may assign these Terms freely, including to an affiliate or successor.

32.4. Notices. Notices to Homebase must be sent to info@homebasecre.com and, for legal notices, also by mail to the address in Section 1.1, Attention: Legal. Notices to you may be sent to the email address on your account or posted in the Services and are effective when sent or posted.

32.5. Independent Contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship, and neither party may bind the other.

32.6. No Waiver. A party's failure to enforce any provision is not a waiver of its right to do so later.

32.7. Third-Party Beneficiaries. There are no third-party beneficiaries to these Terms, except that Homebase's affiliates, suppliers, and Third-Party Providers may enforce the disclaimers and limitations that protect them.

32.8. Enforcement. Homebase may disclose information and take action to enforce these Terms, protect users, or comply with legal process.

32.9. Language. These Terms are written in English. Any translation is for convenience only.

32.10. Contact. Questions about these Terms: info@homebasecre.com.

By clicking "I Agree" or otherwise accepting as described in Section 1.2, you acknowledge that you have read, understood, and agree to be bound by these Terms, which constitute a binding electronic agreement.

SCHEDULE 1: PLANS, FEES, AND PLAN LIMITS

Current as of the Last Updated date above. If Schedule 1 and the Pricing Page differ, Schedule 1 controls. Changes for existing Sponsors are subject to Section 11.8. All fees are in U.S. dollars, billed monthly, and charged at signup and on each monthly renewal. Homebase does not currently offer a free trial.

Plans

"Integrations" means connections between the Platform and third-party accounting, CRM, property management, or similar systems that Homebase makes available from time to time; the available Integrations are listed on the Pricing Page and may change under Section 28.

Custom and enterprise arrangements (for example, additional entities, custom limits, or a written service level agreement) are available only under a separately signed agreement as described in Section 1.4.

Usage Fees

Homebase does not currently charge Usage Fees. If Homebase introduces usage-based pricing for any feature, including Enhanced Services under Section 16.1, it will be published here and on the Pricing Page at least thirty (30) days before it takes effect, and existing Sponsors will receive notice under Section 11.8.

Third-Party Provider Fees

Fees charged by ZumRails or other Third-Party Providers directly to you under your agreements with them (for example, per-transaction ACH network fees, return fees, or KYB fees) are separate from Homebase fees, are set by those providers, and may change without notice from Homebase.