White Label SaaS Agreement

Raises.com LLC ("Raises.com®") (the "Licensor"), a company registered in the United States with its registered address at 16192 Coastal Highway, Lewes, DE 19958, recognized by the U.S. Patent Office, and bearing NMLS ID: 2578088.

The Licensee (the "Licensee"), a company organized and existing under the laws of its respective jurisdiction.

WHEREAS, the Licensor has developed a proprietary Capital Raising Operating System ("the Platform") which provides capital raising advisory, CRM, legal document drafting, investor relations, and marketing services through the Raises.com® platform, and is providing a license to use the Platform subject to certain consideration (hereinafter referred to as "the Service");

WHEREAS, the Licensee wishes to license the Raises.com® Platform to operate under their own brand and/or resell services to third-party Clients in accordance with the terms and conditions herein;

WHEREAS, the Parties wish to evidence their contract in writing;

WHEREAS, the Parties are duly authorized and have the capacity to enter into and perform this Agreement;

WHEREAS, both the Parties affirm to understand all the provisions contained in this Agreement, and in case either Party requires clarification as to one or more of the provisions contained herein, either Party has requested clarification or otherwise sought legal guidance.

The Licensor and the Licensee shall individually be referred to as "Party" and collectively as "Parties".

1.1. "Client(s)" means individuals or entities to which Licensee has resold the software or services.

1.2. "Confidential Information" shall mean information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 5 of this Agreement.

1.3. "Documentation" shall mean the document made available to the Client, authorized users by the Licensor regarding the Software, which sets out a description of the Services and the user instructions for the Services.

1.4. "Platform" or "Software" shall mean the Raises.com® Capital Raising Operating System, including the CRM, booking system, pipeline management, AI tools, legal document drafting, financial modeling, and all related online software applications provided as a part of the Services.

1.5. "Order Form" means the documents for placing orders pursuant to this Agreement that are entered into between the Licensor and the Licensee from time to time, including addenda and supplements thereto.

1.6. "Capital Raising OS" means the full-stack technology infrastructure provided by the Licensor, encompassing CRM, deal pipeline, investor management, document generation, booking calendars, payment processing, and AI-powered tools.

1.7. "API Credits" means the usage-based credits allocated to Licensee each billing period for Platform API services including AI analysis, document generation, and third-party integrations.

2.1. Available Tiers. The Licensor offers two (2) licensing tiers:

2.2. Appointment. Conditioned on the provisions in this section and the other terms and conditions of this Agreement and payment of the applicable Fees, the Licensor hereby appoints the Licensee, and the Licensee hereby accepts, for the Term (unless terminated as provided in this Agreement), a non-exclusive, non-transferable, non-sublicensable license to use the Platform and, for White Label Licensees, to promote and sell the Services to third-party Clients at its own expense and using its own efforts with its own sales force.

2.3. Restrictions. Without limiting the generality of the foregoing, CRM Software Licensees may not resell, sub-license, or provide access to the Platform to any third parties. White Label Licensees may resell to Clients in accordance with the terms of this Agreement but may not sub-license the right to further resell.

2.4. Branding. White Label Licensees may use their own company name, logos, and branding on the Platform. Raises.com® branding will not appear on the software or platforms used by White Label Licensee or its Clients. CRM Software Licensees will use the Raises.com® branded interface.

2.5. Trademark Usage. Licensee does not own any rights to Raises.com® trademarks and all usage rights end when this agreement terminates.

3.1. Core Platform Features (All Licensees)

The Capital Raising OS includes the following features and tools:

3.2. Advisory and Professional Services (All Licensees)

Upon the Licensee enrolling a new Client into the system (or for their own use, in the case of CRM Licensees), the Licensor shall provide the following services:

The Licensor will also provide the Licensee with general business educational materials and training, demonstrating how to find and sell leads.

3.3. White Label Exclusive Features

In addition to the core features, White Label Licensees receive:

3.4. Service Availability

The Services shall be made available by the Licensor subject to any unavailability caused by circumstances beyond the Licensor's reasonable control, including any force majeure events, and any computer, communications, Internet service or hosting facility failures or delays involving hardware, software, power or other systems not within the Licensor's possession or reasonable control, and denial of service attacks.

The Licensor warrants that it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under this Agreement.

The Licensor warrants that the Platform is hosted on a secure and well-maintained cloud platform. The Licensor performs automated database backups overnight.

3.5. Responsibilities of the Licensee

The Licensee shall maintain marketing and customer service standards that are appropriate to maintain high-quality Raises.com® Services and to reflect favourably on the Licensee's and the Licensor's reputation.

The Licensee shall be responsible for all activities of its Clients and shall use commercially reasonable efforts to prevent unauthorized access to or use of the Raises.com® Services.

The Licensee shall comply and ensure that the Clients comply with all applicable laws and regulations with respect to its activities under this Agreement.

4.1. License Fees:

4.2. Optional Onboarding Fee: An optional guided onboarding package is available for $500, which includes hands-on setup assistance, strategy consultation, and accelerated launch support.

4.3. Revenue Split (White Label Only): White Label Licensees shall share fifty percent (50%) of net revenue collected from their Clients with the Licensor. All payments must be processed through the Raises.com® platform. If payments are processed outside the Raises.com® platform, this contract will terminate immediately.

4.4. Debt Placement Fee: For any debt financing facilitated via the Licensor's MLS platform (NMLS ID: 2578088), the Licensor shall share with the Licensee fifty percent (50%) of the net profit received from brokering the debt.

4.5. Marketing Material Review: Raises.com® has the right to review all marketing materials to ensure compliance and brand standards.

4.6. Payment Disbursements: Revenue split disbursements will be made 7 business days after payment receipt via wire transfer or credit card processing.

4.7. No Refunds Policy: There are no refunds for your customers. If a customer disputes a card transaction with their bank or attempts to reverse payment, you will be charged the associated fees.

5.1. Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement.

5.2. Each Party shall hold the other's Confidential Information in confidence, and, unless required by law, not make the other's Confidential Information available to any third party or use the other's Confidential Information for any purpose other than the implementation of this Agreement.

5.3. This clause shall survive termination of this Agreement.

6.1. The initial Term of this Agreement shall be one (1) year from the Effective Date.

6.2. Either Party may terminate with 30 days' written notice; no refunds will be provided under any circumstances. Termination for cause requires a 15-day cure period.

6.3. Termination by Licensor. Notwithstanding any other provision, the Licensor reserves the right to terminate this Agreement for any reason by providing one (1) day's written notice to the Licensee.

6.4. The Licensor reserves the right to modify this Agreement at any time at its sole discretion.

Raises.com stands behind the ability of our systems to get customers results when customers spend the time utilizing, studying, and implementing what they learn in their company.

Outcome: Raises.com guarantees that the debt portion of the raise can be fulfilled at 50% LTC (loan-to-cost) or greater for a cash-flowing project with real estate attached within 6 months, with debt providers expressing interest, ability, and willingness to fund your project through Raises.com's affiliate company, Raises.com LLC (NMLS ID: 2578088). However, we cannot guarantee the equity portion or any other aspect of the raise. The Licensee acknowledges and agrees that Raises.com cannot guarantee the results or effectiveness of any services rendered, except for debt providers' willingness to fund the debt portion of raises. This debt offer is only for US companies, and failure to follow Raises.com's instructions will result in no interest from debt providers.

We do this to protect the value of our information and coaching. It is our responsibility to offer technology, strategies, training, and coaching to the best of our efforts.

Prohibited Conduct: The Licensee agrees that they shall not, at any time during or after the Term of this Agreement, make, publish, or communicate to any person or entity, in any public forum or private medium (including but not limited to review sites and social media), any "Disparaging Remark" regarding Raises.com, its officers, employees, or affiliates.

Definition of Disparaging Remark: For purposes of this Agreement, a "Disparaging Remark" means any statement, whether factual or opinion-based, that could reasonably be expected to adversely affect the reputation, goodwill, or commercial interests of the Company. This includes, without limitation, public expressions of critiques of service value or characterizations of the Company.

Acknowledgement of Subjectivity: The Licensee acknowledges that the services provided are inherently subjective. By signing this Agreement, the Licensee waives any right to publicly criticize the quality or perceived depth of such services, and agrees instead to resolve all dissatisfaction through the private dispute resolution process outlined in this Agreement.

Liquidated Damages: The Licensee acknowledges that any breach of this section will cause the Company harm that is difficult to quantify. Therefore, for each instance of a Disparaging Remark that remains public after the Company provides written notice and a twenty-four (24) hour opportunity to remove or retract it, the Licensee agrees to pay a reasonable liquidated damages amount per instance, intended as a genuine pre-estimate of reputational harm and the Company's mitigation and administrative costs, and not as a penalty. This obligation is in addition to any other rights or remedies available to the Company under this Agreement or applicable law.

The following optional add-on services are available to Licensees on a monthly subscription basis. These are not included in the base license fee and may be activated or deactivated at any time:

All add-on fees are billed monthly and may be cancelled with 30 days' notice. The Licensor reserves the right to adjust add-on pricing with 30 days' written notice.

Provider is not a law firm and does not provide legal advice; it facilitates introductions to licensed legal professionals. The Website and Services are informational only and do not constitute investment, legal, tax, or accounting advice. Client should seek independent counsel.

Communications via email to support@raises.com; office hours 9am–5pm EST, responses in 24–72 hours. Access granted within one Business Day of Agreement execution.

This Agreement is governed by Delaware law. Disputes under $250,000 resolved by AAA arbitration; others litigated exclusively in Delaware courts.

All nonpublic information is Confidential; Parties shall protect it with reasonable care. Obligations survive for five years post-termination.

Client grants Provider a perpetual, royalty-free license to use Client's name, likeness, and testimonials for marketing, subject to confidentiality restrictions; revocable with 30 days' notice.

Neither Party liable for delays due to Force Majeure Events, provided prompt notice and mitigation.

Parties comply with GDPR and CCPA; Provider implements industry-standard security controls.

Client indemnifies Provider against claims from Client's breach; Provider indemnifies Client against Provider's gross negligence. Neither Party liable for indirect or consequential damages; Provider's liability capped at fees paid.

Payment Details: Raises.com agrees to provide, and the Releasor agrees to accept, the sum of product paid for (the "Payment") as full and final payment for the following: As specified in the applicable invoice or service agreement.

Release of Claims: In consideration of the Payment, the Releasor hereby forever releases, discharges, and acquits Raises.com, its directors, officers, employees, agents, and affiliates from any and all claims, demands, liabilities, obligations, or causes of action—whether known or unknown, past or present—arising out of or in any way connected to the goods, services, or agreements described in this section.

Assignment requires written consent (except to Affiliate). Parties are independent contractors. Non-solicitation applies for Term + 1 year. Waivers effective only if written. Headings for reference only.

This Agreement supersedes all prior understandings; amendments require written consent.

RAISES.COM LLC (LICENSOR)

Name: ____________________________

Title: ____________________________

Date: ____________________________

LICENSEE

Name: ____________________________

Title: ____________________________

Date: ____________________________