Investment Credits Program


BaseNote LLC (the “Company”) is a “funding portal” within the meaning of section 3(a)(80) of the Securities Exchange Act of 1934 and hosts offerings of securities under section 4(a)(6) of the Securities Act of 1933 (each an “Offering”).

The Company is adopting this Investment Credits Program (the “Program”) to incentivize activity on its investment platform (the “Platform”).


From time to time, and at its sole discretion, the Company may award credits to registered users of the Platform and others (“Credits”). Among other possible reasons, Credits might be awarded for:

Credits will never be awarded based on making an investment or the amount of an investment.

Use of Credits

You can use Credits to invest in any Offerings on the Platform. For example, if you have a $20 Credit and make a $1,000 investment in an Offering, we will pay $20 of the $1,000.

You may also split your Credit between two or more Offerings.

Treatment of Credits

For all purposes, including tax purposes, you and we will treat the Credit as if we had paid the amount of the Credit to you in cash and you had used the Credit to make your investment(s). The Credit(s) will be taxable to you. Depending on the amount of your Credit(s), we might be required to send you a Form 1099 reporting the Credit(s).

Obligation of Some Users to Disclose Credits

Section 17(b) of the Securities Act of 1933 requires anyone paid to promote an offering of securities to disclose his or her compensation. Therefore, if the Company gives Credits to anyone for promoting a specific Offering – for example, a social media influencer – that person must publicly disclose receipt of the Credit.

Expiration of Credits

You must use any Credits within one month after the Credit is issued by investing in an Offering. Any Credits not used within one month will expire automatically.

Cancellations of Investment

If you use a Credit to invest in an Offering and the investment is later canceled (either by you, or through an action by the Issuer or the Company), then you will return the Credit to us.

Termination of Program

The Company may terminate the Program at any time with or without notice to anyone. However, the termination of the Program will not affect any existing Credits, unless the Company is advised by its lawyers that use of the Credits is improper.


Any disputes arising under this Program will be resolved in the good faith judgment of the Company. In the absence of actual fraud, its decisions will be final and not subject to review.