This Revenue Share Agreement (the "Agreement") is entered into between VaultSync Solutions, Inc., an Arkansas corporation ("Company"), and the individual identified in the accompanying commitment form ("Participant"). This Agreement governs the terms under which the Participant provides a capital commitment to the Company in exchange for a defined revenue share interest in the Company's GDBS Scientific Computing Platform and related products.
| "Agreement" | This Revenue Share Agreement together with the executed commitment form submitted via the GDBS investment page. |
| "Commitment Amount" | The dollar amount selected by the Participant on the commitment form, in increments of $1,000 USD, with a minimum of $1,000 USD. |
| "Company Revenue" | Gross cash receipts received by VaultSync Solutions, Inc. from paid subscriptions, licenses, or direct service fees for the GDBS platform, net of refunds, chargebacks, and payment processing fees. Excludes investment proceeds, grants, or non-operating income. |
| "Revenue Share Percentage" | The Participant's proportional share of Company Revenue, calculated per the formula in Section 3, fixed at the time the Commitment Amount is confirmed as cleared funds. |
| "Distribution Period" | Each calendar quarter (January–March, April–June, July–September, October–December) in which the Company has positive Company Revenue. |
| "Distribution Threshold" | A minimum quarterly Company Revenue of $10,000 USD required to trigger a distribution payment. |
| "Reference Code" | A unique alphanumeric identifier (format: FFI-YYYY-XXXXXX) assigned to the Participant upon confirmed commitment, serving as the primary record of this Agreement. |
| "Standard Tier" | A Commitment Amount of $1,000 to $10,000 (inclusive). |
| "Premium Tier" | A Commitment Amount exceeding $10,000. |
| "Cleared Funds" | Commitment Amount received and fully settled in the Company's bank account, with no pending chargeback or reversal period outstanding. |
Upon submitting the commitment form, the Participant expresses a non-binding intent to invest the Commitment Amount. This Agreement becomes binding only upon the Company's receipt of Cleared Funds from the Participant. The Company will contact the Participant within 5 business days of form submission with wire transfer or payment instructions.
The Commitment Amount must be received in one lump sum. Partial payments are not accepted. All amounts are denominated in United States Dollars (USD).
The Participant's Revenue Share Percentage is calculated using the following formula and rate schedule, applied at the time Cleared Funds are received:
| Tier | Commitment Range | Rate per $10,000 | Example: $5,000 | Example: $10,000 |
|---|---|---|---|---|
| Standard | $1,000 – $10,000 | 0.28% per $10k | 0.14% revenue share | 0.28% revenue share |
| Premium | Over $10,000 | 0.30% per $10k | — | 0.60% revenue share on $20k |
The Revenue Share Percentage is fixed at the time Cleared Funds are received and does not change based on subsequent investment rounds, dilution, or changes to the rate schedule offered to future participants.
The Revenue Share Percentage applies to Company Revenue in aggregate and is not limited to any specific product, region, or customer segment.
Distributions, if any, will be calculated and paid within 45 days following the end of each Distribution Period in which the Distribution Threshold is met.
No distribution is owed for any Distribution Period in which Company Revenue falls below the Distribution Threshold of $10,000 USD. Undistributed revenue from sub-threshold quarters does not carry forward or accumulate toward future quarters.
Distributions will be made by ACH, wire transfer, or check to the account or address on file with the Company. It is the Participant's responsibility to keep contact and payment details current by notifying the Company at invest@getvaultsync.com. The Company is not liable for distributions sent to outdated payment information provided by the Participant.
If a calculated quarterly distribution to a Participant is less than $5.00 USD, the Company may, at its discretion, defer that distribution to the following quarter.
This Agreement does not convey any ownership interest, equity stake, voting rights, board representation, or other governance rights in VaultSync Solutions, Inc. The Participant is not a shareholder, member, partner, or creditor of the Company by virtue of this Agreement.
The Commitment Amount is not a loan. The Company has no obligation to repay the Commitment Amount under any circumstances, including in the event the Company ceases operations, generates no revenue, or is dissolved.
The Participant's revenue share interest is subordinated to all operational expenses, debt obligations, and other contractual commitments of the Company. Distributions are made solely from distributable Company Revenue as defined herein, not from capital reserves.
The Participant's rights under this Agreement are personal and may not be assigned, transferred, pledged, or sold without the prior written consent of the Company.
This Agreement commences on the date Cleared Funds are received and continues for a period of seven (7) years, unless earlier terminated pursuant to this Section.
The Company may terminate this Agreement at any time upon 30 days written notice to the Participant. Upon termination, the Company's sole obligation is to pay any accrued but unpaid distributions owed through the effective termination date. No refund of the Commitment Amount is owed upon termination.
The Participant may withdraw from this Agreement at any time upon written notice to invest@getvaultsync.com. Upon withdrawal, the Participant forfeits all future distribution rights. No refund of the Commitment Amount is owed upon Participant withdrawal. Any distributions accrued through the end of the then-current Distribution Period will be paid within 45 days of the close of that period.
In the event the Company is acquired, merged, or undergoes a change of control, the Company or its successor will use reasonable efforts to honor outstanding revenue share agreements for the remainder of their term. The acquirer may, at its option, buy out any outstanding revenue share interests at fair market value as determined by mutual agreement or independent appraisal.
By submitting a commitment and entering into this Agreement, the Participant represents and warrants that:
Within 45 days following the end of each Distribution Period in which a distribution is made, the Company will provide the Participant with a written summary stating the relevant Company Revenue figure for that period and the resulting distribution amount. Detailed financial statements, customer data, and internal metrics are not included in this reporting obligation.
Any financial or business information shared with the Participant in connection with this Agreement is confidential. The Participant agrees not to disclose such information to any third party without the Company's prior written consent, except as required by applicable law or regulatory authority.
Distributions made under this Agreement may constitute taxable income to the Participant. The Company will issue appropriate tax documentation (e.g., Form 1099) as required by applicable U.S. tax law. The Participant is solely responsible for determining and meeting all tax obligations arising from distributions received under this Agreement. The Company provides no tax advice, and the Participant is encouraged to consult a qualified tax advisor.
To the maximum extent permitted by applicable law, the Company's total liability to the Participant under this Agreement shall not exceed the total distributions actually paid to the Participant. The Company shall not be liable for any indirect, incidental, consequential, special, or punitive damages of any kind.
The Company makes no representation or warranty, express or implied, regarding future revenue, financial performance, continued operation, or the value of the revenue share interest. Forward-looking statements on any Company marketing materials are illustrative only and do not constitute a guarantee or projection.
This Agreement shall be governed by and construed in accordance with the laws of the State of Arkansas, without regard to its conflict of law principles.
The parties agree to attempt to resolve any dispute arising from this Agreement through good-faith negotiation for a period of 30 days following written notice of the dispute. If negotiation fails, disputes shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with arbitration conducted in Arkansas. The arbitrator's decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction. Each party shall bear its own costs of arbitration except as determined by the arbitrator.
The Participant waives any right to participate in a class action, class arbitration, or representative proceeding against the Company arising from this Agreement.
This Agreement, together with the executed commitment form, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, representations, and understandings.
No amendment or modification of this Agreement is valid unless made in writing and signed by an authorized representative of the Company and the Participant.
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that party's right to enforce such provision in the future.
All notices under this Agreement must be in writing and delivered by email to invest@getvaultsync.com (for the Company) or to the Participant's email address on file. Notices are effective upon confirmed delivery.
Submission of the commitment form via the GDBS investment page, including acknowledgment of this Agreement by checking the acceptance checkbox, constitutes the Participant's electronic signature and legally binding acceptance of all terms herein, with the same force and effect as a handwritten signature under the Electronic Signatures in Global and National Commerce Act (E-SIGN) and applicable state law.
By submitting the GDBS Friends & Family Investment commitment form and checking the agreement acceptance box, both parties agree to be bound by the terms of this Agreement.
Your Reference Code (FFI-YYYY-XXXXXX) is generated upon form submission and serves as the unique identifier for your executed agreement record.