Sponsor Membership Terms

Altinvest Club is a marketing and promotional service for capital raisers and offering sponsors. Your Membership fee, identified at checkout, funds active promotion of your offering to our investor audience. Depending on what we determine best fits your offering, that promotion may take one or more of the following forms, and is not limited to them:

• Inclusion in our investor email distribution — placement in scheduled email sends to our investor audience.
• Sponsor placement on the Altinvest Club website and in survey-driven matching flows, where investor preferences route to relevant sponsor offerings.
• Qualified Meetings between you and prospective investors who have requested to learn more about your offering, up to the allotment specified in your purchase confirmation.
• Promotional placement in paid advertising when Altinvest Club is running campaigns to its investor audience.

A “Qualified Meeting” is a scheduled call between Sponsor and a prospective investor who (a) attends, and (b) meets Altinvest’s qualification standard — an accredited investor who has expressed interest in your offering and indicated capacity to invest.

We do not guarantee that any investor will be interested in your specific offering, or that any particular number of meetings will result. What we stand behind is the quality of the meetings we generate: if a meeting we schedule does not meet the qualification standard above, or the investor does not attend (a no-show), it does not count toward your allotment.

Confirming meetings. It is your responsibility to complete a Post-Call Note (“PCN”) for each meeting. As a convenience, Altinvest pre-populates and submits the PCN for you from the meeting record where available, and notifies you to review it; ensuring a PCN is completed remains your responsibility. Where a meeting occurs on the Altinvest platform, the PCN is pre-populated and the meeting is treated as completed and Qualified based on our records. Where a meeting occurs off the platform (for example, a direct phone call), it is your responsibility to complete the PCN. You have seven (7) days from notification to contest a PCN — for an on-platform meeting, to dispute whether it occurred or met the qualification standard; for an off-platform meeting, to complete or correct it. If you do not act within those seven (7) days, the meeting is deemed completed and Qualified, counts toward your balance, and is billable. A timely contest is reviewed by Altinvest before the meeting is billed.

Launch. “Launch” is the date Altinvest begins distribution of your offering to investors. We confirm your Launch date to you in writing. Your meeting allotment and the periods described below begin at Launch, not at the date of purchase.

Your initial purchase covers a baseline allotment of three (3) Qualified Meetings, generated after Launch, plus thirty (30) days of placement on the platform following Launch.

Staying active. To keep your offering live and promoted on Altinvest after the baseline — included in our investor email distribution — you maintain an automatically recurring monthly purchase of one (1) Qualified Meeting at the then-current per-meeting rate. This recurring charge prepays one Qualified Meeting each month and is what keeps your offering active on the platform. You may also scale into larger meeting packages (for example, six (6) or twelve (12) at a time). You may cancel the recurring purchase at any time. It also ends automatically once either of the following occurs: thirty (30) days have elapsed since your most recent meeting purchase, or your balance falls below one (1) Qualified Meeting.

Maintaining placement. While your offering is live it is actively shown to investors who may continue to book meetings, so you must keep at least one (1) available Qualified Meeting in your balance to remain on the platform. If your balance reaches zero, your offering is removed from active placement until you replenish it. If strong investor response draws your balance below zero, we will give you seven (7) days to replenish before removing your offering — a strong response will not be held against you.

The fee identified at checkout is a prepayment for the baseline allotment described above and is due in full at the time of purchase. All fees are in U.S. dollars and are exclusive of any applicable taxes.

Per-meeting billing. Each Qualified Meeting draws down your prepaid balance. Qualified Meetings generated beyond your prepaid balance — including additional meetings produced by your initial email campaign — are billable at the then-current per-meeting rate. Meetings are confirmed and become billable through the process described in Section 1 (“Confirming meetings”).

Recurring purchase. The recurring monthly purchase described in Section 2, if elected, bills at the then-current per-meeting rate until you cancel.

Payment method on file. You authorize Altinvest to retain the payment method you provide at checkout and to charge it for amounts due under these Terms — including the recurring monthly purchase, meeting packages, and additional Qualified Meetings generated beyond your prepaid balance. Charges for additional Qualified Meetings follow the confirmation process in Section 1.

The Membership fee is non-refundable from the moment of purchase. Altinvest Club begins active promotion of Sponsor offerings upon Launch (as defined in Section 2). By purchasing, you acknowledge that the fee secures marketing services and exposure, not guaranteed outcomes. The number of Qualified Meetings produced may be fewer than the allotment specified in your purchase confirmation. If we terminate your Membership for cause (see Section 8), no refund is owed.

By purchasing a Membership, you represent and warrant that:

• You are authorized to enter into this agreement on behalf of the offering sponsor.
• Your offering complies with all applicable federal and state securities laws, including (where applicable) Regulation D, Rule 506(b) or 506(c), and any applicable Blue Sky rules.
• All marketing materials, decks, and content you provide Altinvest Club for promotion are accurate, not misleading, and you have all necessary rights to use them.
• You are solely responsible for verifying the accreditation status of any investor introduced through Altinvest Club before accepting any investment commitment, in accordance with SEC rules and your offering’s exemption requirements.
• You will not pay Altinvest Club any compensation contingent on capital raised, transaction-based compensation, or any form of finder’s fee. The Membership fee is your sole payment obligation.
• You will comply with all applicable anti-fraud, advertising, and solicitation rules in your communications with investors introduced through Altinvest Club.

• Altinvest Club is a marketing and promotional service. We are not a registered broker-dealer, investment advisor, securities exchange, or finder. We do not solicit investments, give investment advice, or recommend any sponsor or offering. We are paid solely for marketing and promotional placement.
• No endorsement. Inclusion in Altinvest Club does not constitute an endorsement of any sponsor, offering, or investment. Investors are responsible for their own due diligence.
• No guarantees. We do not guarantee any specific number of investor meetings, investor commitments, capital raised, or any other outcome. Marketing performance varies and is not within our control.
• Investor matching. Our survey-based matching reflects investor stated preferences and is intended for navigation/discovery purposes only. It is not investment advice or a personalized recommendation.

You grant Altinvest Club a non-exclusive, royalty-free license to use your name, logo, marks, and the marketing materials you provide solely for the purpose of promoting your offering through Altinvest Club’s platform during the Membership term. You may revoke this license in writing at any time, in which case we will cease using your materials within five (5) business days, and your Membership ends without refund.

We may suspend or terminate your Membership without refund if:

• You provide false or misleading information in your offering or marketing materials.
• Your offering is the subject of a regulatory inquiry, enforcement action, or investor complaint that we determine, in our reasonable discretion, may harm Altinvest Club’s reputation or relationship with our investor audience.
• You materially breach these Terms.
• You engage in conduct that disparages Altinvest Club, its investors, or other sponsors.

Investors who sign up for Altinvest Club expressly consent at the time of joining to receive communications from sponsors via email, SMS, and phone calls regarding sponsor offerings. When an investor attends a Qualified Meeting with you or expresses interest in your offering through Altinvest Club, you may communicate with that investor through these channels in accordance with that consent. In doing so, you agree:

• To comply with all applicable email, telecom, and electronic communication laws, including the CAN-SPAM Act and the Telephone Consumer Protection Act (TCPA) — providing clear sender identification in every communication, a working unsubscribe or opt-out mechanism, and honoring all opt-out requests promptly (within ten (10) business days for email; immediately for SMS and phone).
• Not to sell, transfer, license, or share investor contact data with any third party for any reason.
• Not to use investor data for marketing offerings or services unrelated to your firm or your active offerings.
• If an investor opts out of your communications on any channel, you must remove them from that channel and not re-engage them through Altinvest Club’s platform.

To the maximum extent permitted by law, Altinvest Club’s total cumulative liability under these Terms is limited to the Membership fee paid by you. Altinvest Club is not liable for any indirect, consequential, incidental, or special damages, including lost profits, lost capital raises, or business interruption.

You agree to indemnify and hold harmless Altinvest Club, The Digital Collective Corporation, and their officers, employees, and affiliates from any claims, damages, or expenses (including reasonable attorneys’ fees) arising from: (a) your offering or any securities you offer or sell; (b) your marketing materials or representations to investors; (c) your breach of these Terms; or (d) your violation of applicable law.

These Terms are governed by the laws of the State of California, without regard to conflict-of-laws principles. Any dispute will be resolved by binding arbitration in California, except that either party may seek injunctive relief in court for IP infringement or breach of confidentiality.

We may publish updated versions of these Terms from time to time at altinvest.club/sponsor-terms. The version of these Terms in effect at the date of your Membership purchase governs your Membership for its full duration, regardless of any subsequent updates. New Memberships purchased after a published update are governed by the then-current version. Upon purchase, we will provide you with a copy of the Terms as accepted in your order confirmation, and we maintain a record of the version you agreed to. You may request a copy of your agreed-to version at any time.

These Terms constitute the entire agreement between you and Altinvest Club regarding the Membership and supersede any prior agreements or understandings.