Non-Cash Listing Terms (DRAFT)

⚠️ Draft for review by a qualified attorney. This document covers listings where the seller receives equity, revenue share, or other non-cash consideration instead of a cash purchase price. This is the riskiest feature on Cinderella from a legal standpoint — do not launch it until a qualified attorney has reviewed these terms, particularly for securities-law compliance.

Effective date: August 12, 2026 · Provider: Todd Fishman (doing business as "Cinderella", "we", "us") — an LLC or C-Corp will be formed before the platform scales.

These Non-Cash Listing Terms ("Terms") govern listings on Cinderella where the seller is willing to transfer their code, idea, or assets in exchange for equity, a revenue share, or other non-cash consideration instead of a cash payment. They supplement our Terms of Service, Seller Agreement, and Buyer Agreement.

1. What non-cash listings are

1.1 Definition

A Non-Cash Listing is a listing where the seller states they are willing to accept equity, a revenue-share percentage, a hybrid of both, or another non-cash arrangement in exchange for the transfer of their code, idea, or assets.

1.2 Relationship to cash listings

Non-Cash Listings are fundamentally different from standard cash purchases. The Buyer Agreement, Bill of Sale, and standard payment flow do not apply to Non-Cash Listings except as expressly stated in these Terms.

1.3 No standard purchase flow

Non-Cash Listings do not use Cinderella's payment processing, escrow, 7-day inspection window, or Bill of Sale system. The transaction is negotiated and completed entirely between the buyer and the seller outside of Cinderella's standard purchase flow.

2. Platform role — venue only

2.1 Cinderella is a venue, not a party

For Non-Cash Listings, Cinderella serves only as a venue connecting sellers and buyers. Cinderella is not a party to any non-cash transaction and does not:

• Structure, recommend, or negotiate equity or revenue-share terms
• Value or appraise equity, revenue share, or the listing
• Hold, manage, or transfer equity or securities
• Maintain or verify cap tables
• Track, collect, or enforce revenue-share payments
• Verify securities-law compliance, corporate approvals, or tax compliance
• Provide legal, tax, investment, valuation, or financial advice

2.2 No broker-dealer role

Cinderella is not a broker, dealer, investment adviser, or securities intermediary. We do not receive compensation contingent on the completion of a non-cash transaction, and we do not facilitate the issuance, transfer, or sale of securities.

2.3 No commission on non-cash transactions

Cinderella charges no platform commission on Non-Cash Listings unless a separate written agreement expressly provides for one. The 24% commission applies to cash transactions only. If a non-cash transaction later converts to cash (e.g. equity is sold), Cinderella claims no commission on that conversion absent a separate written agreement.

2.4 Cindy AI and valuations

Any "Cindy's Take" opinion, conviction score, market-size estimate, or readiness score shown on a Non-Cash Listing is AI-generated and is not investment advice, a valuation, a securities recommendation, or a guarantee of any outcome. Do not rely on it as the basis for an investment decision.

3. Listing requirements

3.1 Clear disclosure required

A Non-Cash Listing must clearly and prominently state:

• The type of consideration sought (equity, revenue share, hybrid, or

negotiable)

• If equity: the percentage or range sought
• If revenue share: the percentage, duration, and any caps or conditions
• If hybrid: the proposed split between equity and revenue share
• Whether the seller is open to negotiation or has fixed terms
• Any conditions on the transfer (e.g. vesting, milestones, clawbacks)

3.2 Vague listings may be removed

We may remove or require revision of any Non-Cash Listing that is vague, misleading, or fails to clearly state the proposed consideration. "Equity — open to anything" without specifics may be removed.

3.3 Seller representations

By posting a Non-Cash Listing, the seller represents that:

• They have the right to transfer the code, idea, or assets being listed
• They are not violating any employer agreement, contractor agreement, NDA, or

open-source license

• The proposed non-cash consideration is a genuine offer, not a solicitation of

investment in the seller's own company

• They understand that Cinderella does not facilitate, verify, or enforce the

non-cash terms

4. Buyer and seller responsibilities

4.1 Separate written agreement required

Parties to a non-cash transaction must execute their own separate written agreement governing: the specific consideration (equity percentage, revenue-share terms, or hybrid); the rights being transferred; any vesting, milestones, or conditions; payment or reporting mechanics for revenue share; dispute resolution between buyer and seller; securities-law compliance; and tax treatment. Cinderella does not provide a template for this agreement and is not a party to it.

4.2 Securities-law compliance

If a non-cash transaction involves equity or securities, both parties are responsible for compliance with applicable securities laws, including the Securities Act of 1933 and Securities Exchange Act of 1934, state "blue sky" laws, any applicable exemptions (e.g. Regulation D), corporate approval requirements, disclosure obligations, and filing requirements. Cinderella does not verify or take responsibility for securities-law compliance.

4.3 Tax responsibility

Both parties are responsible for their own tax obligations arising from a non-cash transaction. Non-cash consideration may have tax consequences even though no cash changes hands. Consult a tax professional.

4.4 Due diligence

Buyers must conduct their own due diligence on the code, idea, or assets; the proposed equity or revenue-share terms; the legal and financial structure of the offer; the seller's authority to make it; and any corporate, securities, or tax implications. Cinderella performs no due diligence on non-cash transactions.

5. What Cinderella does not do

• No escrow. We do not hold, escrow, or manage equity, securities, or

revenue-share payments. The standard 7-day inspection window and escrow do not apply.

• No Bill of Sale. We do not generate a Bill of Sale for Non-Cash Listings;

the parties must create their own transaction documentation.

• No dispute resolution. We do not mediate or arbitrate disputes arising

from non-cash transactions; the parties resolve them under their separate agreement and applicable law.

• No enforcement. If equity is never issued or a revenue share is never

paid, the parties must resolve it directly or through their own counsel.

• No verification. We do not verify whether equity was issued, payments

were made, filings were completed, or the agreement is enforceable.

6. Limitation of liability

6.1 No liability for non-cash transactions

To the maximum extent permitted by law, Cinderella is not liable for any aspect of a non-cash transaction, including: a party's failure to honor the agreement; the value or enforceability of equity or revenue-share arrangements; securities-law violations by either party; tax consequences; the quality, safety, or ownership of the code, idea, or assets; or any dispute between buyer and seller.

6.2 Liability cap

Any liability of Cinderella relating to Non-Cash Listings is subject to the limitation-of-liability provisions of the Terms of Service, including the $1,000 per-claim cap and the exclusion of consequential damages.

6.3 Indemnification

Both buyers and sellers agree to indemnify and hold harmless Cinderella from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from a non-cash transaction, including securities-law violations, tax disputes, breach of the separate agreement, or fraud.

7. General provisions

• Governing law: the laws of the State of Washington, without

regard to conflict-of-law principles.

• Dispute resolution: disputes between you and Cinderella are subject to

the dispute-resolution provisions of the Terms of Service; disputes between buyer and seller are governed by their separate agreement.

• Amendments: we may update these Terms; material changes are posted with

an updated effective date.

• Survival: Sections 2, 4, 5, 6, and any provision that should survive by

its nature, survive termination.

• Severability: if any provision is unenforceable, the rest remain in

force.

8. Important warning

⚠️ Non-cash transactions involving equity or revenue share can implicate securities laws, tax law, corporate governance requirements, and investment-advice regulations. These Terms do not address those issues. Both buyers and sellers should consult qualified legal, tax, and financial professionals before entering into any non-cash transaction. Cinderella does not provide legal, tax, or financial advice and is not responsible for the consequences of a non-cash transaction.

Contact: legal@cinderella.fyi