Terms of Service for Fund Managers

These terms are an agreement between Common Ridge LLC ("we", "us") and the fund manager that creates or uses a workspace on Common Ridge ("you"). They apply to your workspace, your team members and anyone you invite to it.

1. The service

Common Ridge is software that lets you give investors a portal, keep fund accounting records, issue capital calls and distributions, collect signatures, deliver documents and tax forms, and instruct ACH payments. We provide software. We are not a broker-dealer, an investment adviser, a fund administrator, a custodian, a bank or an escrow agent, and we do not solicit or recommend investments to anyone.

2. Your workspace and your team

You are responsible for the people you add to your workspace, the roles you give them, and the actions they take. You must keep workspace owners and administrators accurate and remove people who should no longer have access. You must use the security features we require, including multi-factor sign-in for staff.

3. Your responsibilities

You are responsible for:

• the accuracy and completeness of the fund, investor, commitment and accounting data you enter or import;
• the content of every offering document, notice, statement and agreement you publish or send for signature;
• your compliance with securities, tax, anti-money-laundering, privacy and other laws that apply to your funds and investors, including who you offer interests to and how;
• having the right to give us the personal data of your investors and to instruct us to process it for the service;
• reviewing every approval you make. Money-moving actions require approval by a second person unless you enable and accept responsibility for a sole-approver setting.

4. Payments

Payments are processed by a regulated payment provider and its bank partners. We instruct transfers and record results. We never hold or pool investor or fund money, and we are not a party to the relationship between an investor and a fund. You and each investor must accept the payment provider's terms where it requires them. You are responsible for the funds in your operating account, for the limits you set, and for resolving returns and disputes in line with the ACH rules and the payment policy you configure. Wire instructions and other bank details you enter are your responsibility.

5. Fees

Fees are set out in your order form. Platform and usage fees are charged by plan. ACH fees are a flat amount per transaction and are never a percentage of an investment. Fees are exclusive of taxes. [Counsel to confirm: payment terms, late fees, and price change notice.]

6. Data and ownership

You own your data. You give us the right to host, process, transmit and display it to provide the service to you and your investors. We own the service and its improvements. We may use aggregated and de-identified usage information to operate and improve the service, and we will not identify you or your investors in doing so. Our handling of personal data is described in the Data Processing Addendum.

7. Confidentiality and security

Each of us will protect the other's non-public information with the care we use for our own, and no less than reasonable care, and use it only for the purposes of these terms. We maintain the security controls described on our trust page and will notify you of a security incident affecting your data without undue delay. [Counsel to confirm: notice period and content.]

8. Acceptable use

You must follow the Acceptable Use Policy. We may suspend a workspace, or part of it, to protect the service, investors or other customers, or to comply with law. Where practical we will tell you first.

9. Availability and support

We aim to keep the service available. Any availability commitment and remedy is in the Service Level Agreement when it is published and incorporated in your order form. Support is provided as described in your plan.

10. Term and ending

These terms start when you create a workspace and continue until ended under your order form. You may export your data before the end. After termination we keep your data for 30 days for export, then delete it, except that we keep financial and audit records for seven years with personal information made unreadable by destroying the encryption key. Provisions that by their nature should survive will survive.

11. Warranties and disclaimer

We will provide the service with reasonable skill and care. Except as stated, the service is provided as is, and we disclaim implied warranties to the extent the law allows. We do not warrant that the service is error free, or that outputs such as waterfalls, fee calculations and tax withholding are correct for your documents. You must review them against your governing documents before relying on them.

12. Liability

[Counsel to draft: limitation of liability, exclusions, caps and carve-outs.]

13. Indemnity

[Counsel to draft: mutual indemnities for intellectual property claims and for your use of the service in breach of law or these terms.]

14. General

[Counsel to draft: governing law, venue, assignment, notices, changes to terms, entire agreement and order of precedence.]

15. Contact

Questions about these terms: support@commonridge.com.