Republic Terms of Service

Last updated July 17th, 2024

OPENDEAL INC. (“REPUBLIC PARENT”), AND ITS WHOLLY OWNED SUBSIDIARY REPUBLIC CORE LLC (“REPUBLIC CORE”) OPERATE THE ONLINE PLATFORM LOCATED AT HTTPS://REPUBLIC.COM AND ACCESSIBLE VIA THE REPUBLIC APPLE APP STORE APPLICATION (COLLECTIVELY THE “REPUBLIC PLATFORM”). THE REPUBLIC PLATFORM HOSTS ACTIVITIES OF AN INVESTMENT CROWDFUNDING PORTAL (“PORTAL”) OPERATED BY OPENDEAL PORTAL LLC, A BROKER DEALER (“BROKER”) OPERATED BY OPENDEAL BROKER LLC, AN EXEMPT REPORTING INVESTMENT ADVISER (“ERA”) OPERATED BY REPUBLIC DEAL ROOM ADVISOR LLC, A VIDEO GAME PUBLISHING COMPANY (“FIG”) OPERATED BY FIG PUBLISHING INC., AS WELL AS THE ACTIVITIES OF VARIOUS OTHER SUBSIDIARIES AND AFFILIATES, INCLUDING BUT NOT LIMITED TO REPUBLIC CRYPTO LLC DBA REPUBLIC ADVISORY SERVICES (“RAS”), REPUBLIC INVESTMENT SERVICES LLC (“RIS”) AND BRASSICA SERVICES, LLC (“BRASSICA”) (COLLECTIVELY, “REPUBLIC”, “WE”, “US”, “OUR” AND THE “COMPANY”).

THE TERMS AND CONDITIONS SET FORTH BELOW (“TERMS”) GOVERN YOUR USE OF THE REPUBLIC PLATFORM AND SERVICES OFFERED THROUGH THE REPUBLIC PLATFORM (THE “SERVICES”). THESE TERMS ARE LEGALLY BINDING WITH RESPECT TO ALL ACTIVITIES AND SERVICES RELATING TO THE REPUBLIC PLATFORM. SOME OF THESE TERMS SURVIVE YOUR USE OF THE REPUBLIC PLATFORM.

IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THE REPUBLIC PLATFORM AND THE RELATED SERVICES. YOUR USE OF THE REPUBLIC PLATFORM AND THE RELATED SERVICES SHALL BE DEEMED TO BE YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW.

IN THE EVENT ANY OF THE REPUBLIC AFFILIATES WHICH OPERATE VIA THE REPUBLIC PLATFORM REQUIRE DIFFERENT TERMS TO MEET THEIR REGULATORY OR BUSINESS REQUIREMENTS, SUCH TERMS WILL BE CLEARLY PROVIDED TO YOU AND SHALL SUPERCEDE THESE GENERAL TERMS, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO ANY SPECIFIC OFFERING AGREEMENTS PROVIDED BY OPENDEAL PORTAL LLC AND OPENDEAL BROKER LLC.

YOU AGREE THAT REPUBLIC MAY MAKE CHANGES TO THE TERMS AND SERVICES OFFERED ON THIS REPUBLIC PLATFORM AT ANY TIME. WE WILL NOTIFY YOU OF ANY SUCH MATERIAL REVISIONS BY, BUT NOT LIMITED TO, (I) POSTING AN UPDATED VERSION OF THESE TERMS ON THE REPUBLIC PLATFORM, (II) PROVIDING A NOTIFICATION OF THE CHANGES TO ALL REGISTERED USERS OF THIS REPUBLIC PLATFORM AND (III) DISCLOSING NEW TERMS ELSEWHERE ON THE REPUBLIC PLATFORM WHEN APPROPRIATE. YOU ARE RESPONSIBLE FOR REGULARLY REVIEWING THESE TERMS. YOUR CONTINUED USE OF THE REPUBLIC PLATFORM AND THE ASSOCIATED SERVICES SHALL CONSTITUTE YOUR CONSENT TO SUCH CHANGES TO THE TERMS.

Opportunities on the Republic Platform are only intended for persons who are sophisticated enough to protect their own interests, have reviewed the  educational materials, have reviewed any and all offering documentation in full and can tolerate risk of capital loss. Opportunities on the Republic Platform may be facilitated by one or more intermediary – Users are reminded to review the terms and disclosures to understand who they are doing business with at the time.

Table of Contents

1. Use of Services

2. General Obligations

3. Platform Participants' Obligations to Act Responsibility

   1. III.1.   Promises made by each User

   2. III.2.   Community Rules

4. Miscellaneous Terms

   1. IV.1.   Account Registration and Use

   2. IV.2.   Administrative Fees

   3. IV.3.   Third-Party Content

   4. IV.4.   Privacy Policy

   5. IV.5.   California Users

   6. IV.6.   Amendments to the Terms

   7. IV.7.   Governing Law/Waiver of Injunctive Relief

5. Portal Specific Terms

   1. V.1.   Voucher System

   2. V.2.   Autopilot Program

   3. V.3.   Testing the Waters 

   4. V.4.   Portal Binding Arbitration

   5. V.5.   Issuer Offering Terms

      V.6.   Portal Business Continuity Plan

6. Broker Specific Terms

   1. VI.1.   OpenDeal Broker LLC

   2. VI.2.   Broker Binding Arbitration

   3. VI.3.   Additional Use Terms

   4. VI.4.   Broker Issuer Offering Terms

   5. VI.5.   Additional Documentations

7. Fig Specific Terms

8. ERA Specific Terms

   1. VIII.1.   Deal Room Advisor

   2. VIII.2.   ERA Investment Opportunities

   3. VIII.3.   ERA Dispute Resolution

9. Republic Core Specific Terms

I. Use of the Services

By accessing the Republic Platform or by communicating with other Platform Participants, you agree to (i) ensure at all times that information about you, provided by you or generated by you (i.e., your Content) is true, accurate, current, complete and not misleading; and (ii) promptly comply with Republic’s request for specific action(s) or additional information. You are responsible for all activities that occur under your account. Republic may revoke your access to the Republic Platform and Services at any time it determines that (a) you fail to fully comply with the foregoing obligations or with any provision of these Terms of Services, or (b) your action or inaction on the Republic Platform or in connection with the Services is inconsistent with Republic’s mission to ensure transparent, compliant and good faith activities on the Republic Platform, including the maintenance of high standards of commercial conduct and integrity in relations to Offerings.

II. General Obligations

When using our Republic Platform and Services, you are promising not to violate the Community Rules of Republic as described below. Aside from your Content, all information, documents and Services provided on this Republic Platform, including trademarks, logos, graphics and images (the “Materials”) are provided to you by Republic or other Platform Participants. Except as expressly stated herein, you acknowledge that you have no right, title or interest in or to the Materials. Furthermore, with regard to the Offerings found on the Republic Platform, you shall not use related Content for any purpose other than seeking capital or assessing a potential investment opportunity.

The Services may invite you to participate in discussion forums viewable by the general public, or participate in blogs, message boards, and other functionality and may provide you with the opportunity to create, submit, post, transmit, publish or distribute Content through the Services. Any Content you distribute through the Republic Platform or otherwise provide through the Services will be treated as non-confidential and non-proprietary. All comments, feedback, suggestions, ideas, forum posts and other submissions disclosed, submitted or offered to Republic in connection with the use of the Services or otherwise, and any chat, blog, message board, online forum, text, email or other communication with Republic, is hereby licensed to Republic on a nonexclusive, worldwide, royalty-free, irrevocable, perpetual basis. In limited circumstances, Republic will accept submissions on a confidential basis (i.e., potential-Offering applications to specific members of the Republic ecosystem), these opportunities will be clearly marked as confidential, with any terms and conditions of such confidentiality included.

Furthermore, you cannot have any expectation that Republic evaluates, confirms, endorses, or otherwise stands behind any Content provided by any User, Investor, or Issuer. You may not treat nor rely on any email or other information you receive as a result of your access to the Services as a representation of any kind by Republic. Republic is not qualified to provide legal, accounting, tax, or investment advice, and no information provided to you by Republic, its staff or its affiliates, can be so construed.

By using our Republic Platform and our Services, you agree and acknowledge in each instance that Republic is not an agent or otherwise a responsible entity for any matter whatsoever with respect to any investment between an Investor and an Issuer. Republic shall not be held liable to any party for any costs or damages arising out of or related to such transaction. Unless otherwise required by law, Republic retains sole discretion to reject or accept any application from any Issuer or Investor to participate on the Republic Platform, for any reason or no reason at all.

III. Platform Participants’ Obligations to Act Responsibly

III.1.   Promises made by each User.

You are making the following promises:

i. Requirements to Use the Republic Platform and Services:

1. That you have the right, authority, and capacity to agree to the Terms on your own behalf and on behalf on any entity for whom you are acting for and to abide by all of the terms contained herein, and that if any aspect of your participation in Republic violates provisions of the law to which you or an entity you are acting for are subject, you (and, if applicable, such entity) will immediately cease using the Services and close your account;
2. That you are at least 18 years old;
3. That you shall not use a false name or email address owned or controlled by another person with the intent to impersonate that person or for any other reason;
4. That you shall not use a name that is subject to any rights of a person other than yourself without appropriate authorization;
5. That you will not use the Republic Platform for any commercial matter not otherwise authorized by Republic;
6. That you shall not make multiple accounts;
7. That you shall be solely responsible for maintaining the confidentiality of your password;
8. That you will update your registration information with Republic, as needed, so that it remains true, correct and complete; and
9. That you will conduct yourself in a professional manner in all your interactions with Republic and with every User of the Republic Platform or Services.

ii. Requirements Related to Issuers’ Content on Republic Platform:

1. That you will only provide Republic with Content that you have a right to provide to Republic and to allow Republic to display through the Services;
2. That you have adequate rights to all copyrights, trademarks, trade secrets, intellectual property or other material provided by you for display by Republic, and that you understand that any other Content you find on or through Republic is the sole responsibility of the person who provided such Content;
3. That you understand that your Content may be republished and if you do not have the right to submit Content for such use, it may subject you to liability, and that Republic will not be responsible or liable for any use of your Content by Republic in accordance with the Terms;
4. That you understand that any false, incomplete or misleading information you post about an Issuer or an Offering may result in serious civil and criminal liability for yourself and/or the Issuer;
5. That you will be solely responsible for complying with applicable law regarding any Offering you participate in or interact with; and
6. That you will obtain such professional advice as is appropriate to protect your interests, including legal, accounting, tax and other advice.

iii. Requirements Related to Investors on the Republic Platform:

1. That you are not relying on Republic to, and that you understand that we do not, endorse, support, represent or guarantee the completeness, truthfulness, accuracy or reliability of any Content or communications posted via the Services;
2. That you understand that by using the Services, you may be exposed to Content that may be offensive, harmful, inaccurate or otherwise inappropriate, and that you have no claim against Republic for any such material;
3. That you understand that the Service may include advertisements or other similar items, which may be related to Content, queries made through the Services, or other information, and you have no claim against Republic for the placement of advertising or similar content on the Services or in connection with the display of any Content or other information from the Services;
4. That you will use your own judgment, conduct your own due diligence and seek any legal, financial, tax, accounting and other professional advice that may be appropriate before making any decision to invest;
5. That you can tolerate the risk of losing any amount you invest through the Republic Platform; and
6. That you have reviewed and understand the risks and terms of any investment you commit to make through the Republic Platform.

III.2.   Community Rules.

As required of all Platform Participants of the Republic Platform, you will not, in connection with the Services or while engaging with the Republic community:

1. defame, libel, disparage, threaten, harass or intimidate anyone, including by the use of offensive comments related to race, national origin, gender, religion, sexual preference or physical or mental condition;
2. use any profane, obscene, pornographic or otherwise objectionable content or language;
3. promote or describe how to perform violence, illegal drug or substance abuse, or any other illegal activity;
4. violate the intellectual property, personal, privacy, or contractual rights, or other rights of any person;
5. reveal, with respect to personal or privacy rights, any personal information about another individual, including an address, phone number, email address, credit card number or other information that could be used to track, contact or impersonate that individual;
6. violate the Terms or any local, state, federal or non-U.S. law, rule or regulation;
7. trick, defraud, deceive or mislead Republic or other users of the Services, such as by submitting false reports of abuse or misconduct to Republic’s support services, disguising the source of materials or other information you submit to the Services or using tools which anonymize your Internet protocol address to access the Services;
8. interfere with or disrupt (or attempt to interfere with or disrupt) access and enjoyment of the Services of other users or any host or network, including, without limitation, creating or transmitting unwanted electronic communications such as “spam” to other users, overloading, flooding or mail-bombing the Services, or scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services;
9. disparage, tarnish or otherwise harm, in Republic’s opinion, Republic and/or the Services;
10. upload or transmit (or attempt to upload or transmit) any material that acts as a passive or active information collection or transmission mechanism, such as viruses, worms, Trojan horses, spyware, adware or any other malicious or invasive code or program;
11. reverse engineer, decompile, reverse assemble, modify or attempt to discover or copy any software, source code or structure that the Services utilize to generate web pages or any software or other products or processes accessible through the Services;
12. access or search (or attempt to access or search) the Services by any means, such as any automated system or unauthorized script or software, other than currently available, published interfaces provided by Republic, unless you have been specifically allowed to do so in a separate agreement with Republic (note crawling the Services is permissible in accordance with the Terms, but scraping the Services is expressly prohibited without the prior consent of Republic);
13. remove, obscure or change any copyright, trademark, hyperlink or other proprietary rights notices contained in or on the Services or any website on which the Services are offered or on a Third-Party website and/or Company software on which Company code is embeddable or embedded on;
14. remove, obscure or change any notice, banner, advertisement or other branding on the Services;
15. submit any Content or material that falsely expresses or implies that such Content or material is sponsored or endorsed by Republic, a regulator, or any other third party;
16. interfere with or circumvent any security feature of the Services or any feature that restricts or enforces limitations on use of or access to the Services, such as probing or scanning the vulnerability of any system, network or breach;
17. sell access to the Services or any part thereof other than through a mechanism expressly approved by Republic in writing addressed to you exclusively;
18. claim any ownership right in any material, software or other intellectual property displayed on, published by or otherwise available through Republic, other than Content, software or intellectual property owned by you, without regard for its appearance on Republic;
19. copy or distribute Content except as specifically allowed in the Terms;
20. use any Content, or other information acquired from any user, or otherwise through your use of the Services, for commercial or investment activity outside of the Services, without prior written approval from Republic;
21. claim any right to access, view or alter any source code or object code of Republic;
22. use Republic to market services not authorized by Republic; or
23. market competing services to people identified through Republic.

V. Portal Specific Terms

V.1.   Voucher System

The Portal may provide single-use bonus-codes (“Promotion Code”) to Investors on the Portal from time to time. The Promotion Code can only be applied toward investment commitments (“Investment Commitments”) for an Offering hosted by the Portal. The following describes the terms and conditions of the Promotion Code program (“Promotion Code Program”).

The ability of an Investor to invest in an Offering on the Portal will depend on the investor’s financial circumstances and investment history, pursuant to the eligibility requirements of Regulation CF of the Securities Act of 1933 (“Reg. CF”). To use the Promotion Code an Investor must have an Investor account on the Portal. To open an Investor account, a person has to provide certain information including contact information and representations regarding their income and net worth and certain aspects of their investment history.

Each Promotion Code (i) has an expiration date associated with the unique Promotion Code (the “Promotion Term” — investors may check expiration dates here), (ii) cannot be transferred in any way, (iii) is not reusable, and (iv) and may not be redeemed for cash (except as required by law). An Investor may only use one (1) Promotion Code during the Promotion Term and it is a violation of these Terms for an investor to indirectly (including through entities formed for such purpose) use this Promotion Code multiple times.

The Promotion Code Program requires additional payment to make an Investment Commitment. The Promotion Code Program applies to every Offering on the Portal during the Promotion Term subject to the following restrictions.

A Promotion Code will not be applied and cannot be used if:

1. the Offering is oversubscribed or using the Promotion Code would cause the Offering to be oversubscribed;
   
2. use of the Promotion Code would result in an Investor exceeding their investment limit, as determined by Reg. CF;
   
3. an Offering is undersubscribed as determined by the cumulative Investment Commitments made without including any Promotion Code payments to be made on behalf of participating investors;
   
4. an Investor’s Investment Commitment has been made but is not funded at the time of an Offering’s close; or
   
5. use of the Promotion Code would cause the total amount of Promotion Code payments made by the Portal in a particular Offering to exceed the disclosed cash commission of the Portal as it relates to such Offering.
   

In the event an Investor applies a Promotion Code towards an Offering and either (a) the Investor cancels or reduces their Investment Commitment, (b) the Offering is ultimately undersubscribed, or (c) the Offering is ultimately withdrawn (each a “Cancelled Investment Commitment”), the Investor will have the later of (i) the Promotion Term or (ii) thirty (30) days, from the Cancelled Investment Commitment, to use the Promotion Code.

This Promotion Code can be used on the Portal solely if and when an Investor decides to subscribe to an Offering during the Promotion Term. The Portal does not recommend or advise Investors to make any investments through the Republic Platform – startup investing is risky, you are likely to lose all of the money you invest.

You must be eighteen (18) years of age or older to make an Investment on the Republic Platform, the Portal reserves the right to request proof of age. Void where prohibited or restricted by law. Promotion Code terms and conditions are subject to change without notice. The Promotion Code Program is governed by the laws of the State of New York.

V.2.   Autopilot Program

The Portal may allow Investors (“Participating Investors”) to participate in the autopilot investment program (“Autopilot”), a payment allocation and offering selection tool. Autopilot automatically selects investment commitments on behalf of Participating Investors in qualifying Offerings hosted by the Portal (each, a “Portfolio Company”, and collectively, the “Portfolio Companies”) based on the terms and conditions of Autopilot and each Participating Investors’ Autopilot preferences (collectively, the “Preferences”). Participating Investors must agree to these Autopilot terms (collectively, the “Autopilot Program”) to participate in Autopilot and must complete each selected investment commitment prior to a subscription being confirmed.

Portfolio Companies must meet all of the following conditions to qualify for investment commitments from participants in Autopilot. The Portal reserves the right to change the conditions described below at any time and/or to remove a Portfolio Company from the Autopilot Program.

For a Portfolio Company to qualify for Autopilot, the following terms must be met; such Portfolio Company must have:

• fully funded investment commitments in excess of one hundred fifty thousand dollars ($150,000);
  
• such investment commitments exceed two (2) times the relevant Target Offering Amount (as defined in its offering statement);
  
• such investment commitments must be from more than one hundred (100) unique investors*;
  
• sufficient allocation to accept investment commitments into the Offering (i.e., investment commitments made through Autopilot will not be wait-listed);
  
• at least five (5) more days in its Offering before the Offering deadline; and
  
• securities that are priced at one dollar ($1.00) per security.
  

* Investment commitments must be fully funded to qualify.

Participating Investors agree, understand and represent to the following:

• any and all representations made with respect to the Autopilot will be re-represented every time an investment commitment is made through Autopilot – if a Participating Investor becomes aware that their representations are false or if they cannot make these representations, such Participating Investor will immediately contact the Portal to discontinue participation in Autopilot;
  
• there is no guarantee of a continuing relationship between the Portal and any Portfolio Company in which an investment commitment is made through Autopilot;
  
• to having reviewed the educational materials and will review the educational materials from time to time to ensure the Participating Investor is properly informed of the risks and procedures of Regulation Crowdfunding;
  
• investment commitments can be canceled in any Portfolio Company until 48 hours prior to each Portfolio Company’s next closing or offering deadline;
  
• investing in Portfolio Companies now and in the future, when combined with all of the Participating Investor’s other Regulation Crowdfunding investments during any twelve (12) month period on any crowdfunding portal, does not and will not exceed the Participating Investor’s Regulation Crowdfunding investment limit – each Participating Investor agrees to make timely disclosure to the Portal of any Regulation Crowdfunding investments made through another portal to ensure to not exceed regulatory investment limits;
  
• investment commitments selected via Autopilot will be made exclusively based on each Participating Investor’s Autopilot Preferences, which include (i) the period of time to participate in the Program, (ii) the investment commitment amount per Portfolio Company, (iii) the maximum amount of Portfolio Companies to invest in per period, (iv) the total allocation of investment commitments with respect to any period of the Program and (v) the preferred payment source for investment commitments. In the event multiple Portfolio Companies qualify under a Participating Investor’s Preferences, an investment commitment will be allocated to the first Portfolio Company to qualify under my Preferences; and
  
• Autopilot will not make investment commitments into offerings that are fully subscribed and are only taking oversubscription wait-list investment commitments.
  

In the event any terms of the Autopilot Program conflict with the Portal’s general terms, the Portal’s general terms shall have priority.

V.3.   Testing the Waters

Pursuant to Reg. CF Rule 206, at any time before the filing of an offering statement (the “Form C”), an Issuer may communicate orally or in writing to determine whether there is any interest in a contemplated securities offering, often referred to as “testing the waters” (“TTW”). While TTW, no solicitation or acceptance of money or other consideration, nor of any commitment, binding or otherwise, from any person is permitted until the offering statement is filed. Further, all communications during a TTW must:

1. state that no money or other consideration is being solicited, and if sent in response, will not be accepted;
   
2. state that no offer to buy the securities can be accepted and no part of the purchase price can be received until the offering statement is filed and only through an intermediary's platform; and
   
3. to having reviewed the educational materials and will review the educational materials from time to time to ensure the Participating Investor is properly informed of the risks and procedures of Regulation Crowdfunding;
4. state that a person's indication of interest involves no obligation or commitment of any kind.
   

Issuers that are TTW on the Republic Platform are sometimes referred to as “Reservation Campaigns.” 

V.4.   Portal Binding Arbitration

If you and the Portal are unable to resolve a Dispute through informal negotiations, either you or the Issuer may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration in accordance with the rules of FINRA DR. Any election to arbitrate by one party shall be final and binding on the other. You thereby agree to arbitrate any controversy or claim before FINRA DR in the State of New York. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

V.5.   Issuer Offering Terms

If you executed an Offering Agreement with the Portal after February 1, 2024, such engagement with the Portal is governed by and incorporates the following terms and conditions (the “Issuer Offering Terms”).

Together with the certain Offering Agreement (the “Offering Agreement”), the Issuer engaging the Portal to offer and sell securities through the Republic Platform agrees and consents to the following:

1. Definitions. Unless context otherwise requires, the defined terms herein shall have their meanings specified below. Any capitalized terms not defined herein are defined in the Offering Agreement. 
   
2. Compliance with Regulations and Republic Policies. The Issuer agrees that it must meet, at all times, all suitability requirements under Reg. CF and the Portal’s internal policies including, without limitation, the Portal’s confidential and proprietary internal written supervisory procedures, anti-money laundering policy, know-your-customer policy, and any other applicable published policies or regulations (collectively, the “Republic Policies”). The Portal reserves the right to cancel or withdraw an offering at any time in its sole discretion to: (i) comport with the Republic Policies; (ii) comply with applicable law; (iii) reduce the risk of fraud; (iv) protect investors; or (v) protect the Portal’s reputation. 
   
3. Bad Actor Disqualification. The Issuer shall (i) provide copies of all Covered Persons’ (defined below) government-issued identification cards or certificates of good standing (as applicable) and (ii) consent to background checks conducted by Thomson Reuters’ CLEAR program, the Portal, and any other third-party vendors. Covered Persons include persons (whether natural or otherwise) who are (a) the beneficial owners of twenty percent (20%) or more of the Issuer, personally or through a controlled entity; (b) duly appointed officers of the issuer; (c) duly appointed managers and directors of the Issuer; and (d) any other persons the Portal deems relevant to ensure compliance with Reg. CF Rule 301. 
   
4. Issuer Company Information. The Issuer agrees that it is solely responsible for the completeness and accuracy of the information about its business and the Offering (“Issuer Information”), including, without limitation, as: (i) provided to the Portal; (ii) submitted to the SEC or any other relevant regulator; and (iii) presented to the public through the Republic platform or other medias of communication. If at any time before or during the Offering the Issuer Information is reasonably determined to be Materially false or misleading, or in need of qualification, the Issuer shall take steps to update such information. For the avoidance of doubt, “Material” means information that a reasonable investor would consider important when deciding whether to purchase the Securities.
   
5. Material Terms. The Issuer acknowledges that it is responsible for setting all material terms of the Offering, including but not limited to: (i) the forms of consideration to be accepted; (ii) the target offering amount, which the Issuer must reach by the closing date; (iii) the maximum offering amount; (iv) the jurisdictions from which the Offering will solicit and accept investment commitment; and (v) the terms and nature of the security issued during the Offering, as disclosed in the relevant Form C, in consultation with the Portal. 
   
6. Offering Page. The Issuer agrees to make commercially reasonable efforts to promptly respond to comments left for the Issuer on its Offering Page hosted by the Republic Platform (the “Offering Page”). Such responses must be accurate, complete, and not misleading in all Material respects. The Issuer understands and agrees that the Portal is the sole adjudicator of any comments left on the Issuer’s Offering Page. The Issuer understands that the Portal may only remove comments in the event such comments, as determined in the Portal’s sole discretion, to be: (i) spam; (ii) fraudulent; or (iii) disruptive to the Offering and the Portal’s actions will be carried out consistent with the Republic Policies and applicable law. 
   
7. Relevant Regulatory Filings. The Issuer further agrees to make the relevant regulatory filings associated with the Offering, including Form C-AR and Form C-W filings, as applicable.
   
8. Investor Updates. Upon a Successful Closing, the Issuer agrees to: (i) make timely Form C-AR filings pursuant to Reg. CF; (ii) post quarterly updates to the Offering Page for at least 2 calendar years; and (iii) continue to provide bi-annual updates thereafter (either by posting on the Offering Page or by direct communication, as the Issuer may determine) until the term of the Securities issued in the Offering expires, or the Issuer dissolves.
   
9. No Further Obligation of the Portal. The Issuer acknowledges and agrees that the Portal has no obligation or liability with respect to the maintenance or disposition and the like with respect to the Securities after the close of the Offering and such Securities have been issued to Investors. 
   
10. Escrow Agent. In compliance with Reg. CF, the Issuer agrees to (i) utilize the qualified third-party escrow agent (“Escrow Agent”) selected by the Portal and (ii) enter into service agreements with such Escrow Agent to establish an Escrow Account to facilitate escrow services (the “Escrow Account”). The Issuer acknowledges and agrees that the Portal makes no representations and provides no guarantees regarding the performance of the Escrow Agent or another successor third-party escrow provider, and in the event any Escrow Agent fails to perform or impacts the Portal’s ability to carry out its duties, the Issuer will have no recourse against the Portal or the Republic Parties. The Issuer acknowledges and agrees that in conformance with Reg. CF, the Portal is solely responsible for providing instructions to the Escrow Agent for the distribution of Proceeds from the Offering held in the Escrow Account, including with respect to any fees payable from the Proceeds.
    
11. Transfer Agent. The Issuer agrees that upon a Successful Closing: (i) if the Issuer sold equity securities (as defined by the Exchange Act), the Issuer will (a) engage, for all Securities issued by the Issuer, and retain, for at least one (1) calendar year, a Transfer Agent (“Transfer Agent”) selected by the Portal or its assignee in the Portal’s sole discretion that is registered under Section 17A of the Exchange Act or, (b) provide evidence to the Portal that the Issuer already retains a transfer agent registered under Section 17A of the Exchange Act; or (ii) if the Issuer sold non-equity securities, provide evidence to the Portal that the Issuer or their counsel have means to properly track the Securities sold. The Issuer further agrees that the Portal reserves sole discretion to determine what Investors’ personal identifying information the Portal provides to the Issuer. The Issuer agrees to restrict transfer of the Securities, and any Securities derived from such Securities, in accordance with applicable state, federal, and foreign law including Reg. CF Rule 501. The Issuer acknowledges and agrees that the Portal makes no representations and provides no guarantees regarding the performance of the Transfer Agent, and in the event any Transfer Agent fails to perform or impacts the Portal’s ability to carry out its duties, the Issuer will have no recourse against the Portal or the Republic Parties. 
    
12. Secondaries. The Portal’s affiliate, Republic Core LLC (“Core”) owns and operates a forum for participants to indicate their interest in purchasing or selling securities acquired through the Republic Secondary Market, found at https://www.republic.com/secondaries (and its branches) as may be updated from time to time without notice (the “Secondary Market”). The Issuer acknowledges that it has executed a consent for Core to execute on behalf of the Issuer an Omnibus Securities Transfer Agreement, the current form of which is located at [URL], authorizing the listing of Issuer’s securities as a possible tradable asset on the Secondary Market. The Issuer understands that all such transactions on the Secondary Market (“Secondary Transactions”) are bound by the Secondary Market Terms of Use and Privacy Policy currently found on https://www.republic.com/market (or any successor page), which may be updated from time to time and without notice at RIS’ sole discretion. The registration requirements of the federal securities laws apply to all offers and sales through Republic Secondaries, absent an available exception or exemption. This provision shall survive the Successful Closing or Termination of the Offering Agreement in perpetuity, or until Republic Secondaries is discontinued and all Secondary Transactions are transferred to an Alternative Trading System (“ATS”) owned and operated by RIS, its affiliates, successor, or assignee.
    
13. Intermediate Close. The Portal may facilitate multiple closes on the Escrow Account (each an “Intermediate Close”) and reserves the right to reject an Issuer’s request to conduct an Intermediate Close in its sole discretion. With the Portal’s express written permission, and to the extent an Issuer seeks to conduct Intermediate Closes, the Issuer must: 
    
1. pre-disclose the Issuer’s intent to conduct Intermediate Close(s) in the Issuer’s Form C, as amended; 
   
2. accept investment commitments for at least twenty one (21) calendar days before an Intermediate Close; 
   
3. re-represent and warrant the accuracy of the Form C and the Issuer’s liquidity to the Portal; and
   
4. return all Proceeds of the Offering, without interest, deduction or withholding, to Investors in the event of filing a Form C-W after conducting one or multiple Intermediate Closes in the same Offering (i.e. under the same initial Form C filing).
   
14. Eligibility. The Issuer acknowledges and represents that it is: (i) not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act; (ii) not an investment company as defined in Section 3 of the Investment Company Act, and is not excluded from the definition of investment company by Section 3(b) or Section 3(c) of the Investment Company Act; (iii) not disqualified from selling securities under Rule 503(a) of Reg. CF; (iv) not barred from selling securities under Section 4(a)(6) of the Securities Act due to a failure to make timely annual report filings; (v) not planning to engage in a merger or acquisition with an unidentified company or companies during the Offering; (vi) is organized under, and subject to, the laws of a state or territory of the United States or the District of Columbia, and (vii) in the event the Issuer has previously sold securities in reliance on Section 4(a)(6) of the Securities Act, it represents its compliance with the requirements in Section 4A(b) of the Securities Act and the related requirements of Reg. CF.
    
15. Intellectual Property. The Issuer represents and warrants that it is the sole owner or valid licensee of all images, documents, trademarks, source identifiers, logos, icons, titles, artwork, illustrations, photographs, mascots, themes, mottos, slogans, designs, campaign messages, names, images, likenesses, and the like (“Art”) that appear on the Offering Page, and has secured all necessary licenses, consents, and authorizations with respect to the use of the Art to the full extent contemplated herein. The Issuer further represents and warrants that the Art does not and shall not infringe upon any rights, including, but not limited to, patent, copyright, trademark, publicity rights, or other proprietary rights, or violate any trade secret or other contractual right of any third-party, and there is currently no actual or threatened suit against the Issuer by any third-party based on an alleged violation of any such right. Should any third-party assert a claim of infringement relating to the Art against the Portal or the Republic Parties, the Issuer shall indemnify, defend, and hold them harmless. In the case of any such claim of infringement, the Issuer shall, at the Portal’s option, (i) procure for the Portal the right to continue featuring the Art on the Offering Page, (ii) replace or modify the Art so that it becomes non-infringing but equivalent in functionality and performance, or (iii) work with the Portal to remove the Art from the Offering Page. This warranty shall survive the closing or termination of any relevant offering agreement.
    
16. No Breach. The Issuer represents that by entering into the Offering Agreement with the Portal, it is not breaching any agreement with any third-party or their beneficiary.
    
17. Truthful. The Issuer represents that it has been wholly truthful, in all respects, to the Portal and any of the Portal’s agents in their interactions, including, without limitation, written and oral communications and documentation relating to the Issuer and the Portal’s due diligence process.
    
18. State Filings. The Issuer acknowledges and agrees it is solely responsible for determining whether there are any necessary state regulatory filings to be made and, if applicable, make such filings in a timely manner.
    
19. Advertising. The Issuer agrees that each and all of its Covered Persons, employees, related-persons, and agents will follow all rules related to advertising the Offering, as provided by the SEC, FINRA, and in any guidance provided by or on the Portal.
    
20. Assistance to Meet Obligations. The Issuer agrees that regardless of the success or failure of the Offering, it will use all commercially reasonable efforts to assist the Portal in meeting any obligations related to the Offering and the Offering Agreement under applicable law.
    
21. Investment Commitments. The Issuer acknowledges that the Portal reserves the right to accept, reject, or withdraw any: (i) offering; (ii) investment commitment made by an Investor; (iii) payment method (in consultation with the Escrow Agent); or (iv) request for collaboration with a third-party agent engaged by the Issuer if the Portal, in its sole discretion, determines such action is (a) in the best interests of the Portal, general public, or of one or more Investors, (b) required by applicable law, (c) required by the Republic Policies, or (d) reasonably appropriate to protect the Portal’s reputation.
    
22. Good Standing. The Issuer represents that it is duly incorporated, formed, or organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation, formation, or organization.
    
23. Reliance on Third-Parties. The Issuer acknowledges that while the Portal will endeavor to ensure the Republic Platform is fully functional and accessible to all Investors at all times, the Portal relies on third-party service providers including, without limitation, Amazon Web Services, and does not assure, represent, or warrant to the quality of service, continuity of service, or up-time on the Portal.
    
24. Parties; Independent Contractor; No Legal, Accounting or Tax Advice. Notwithstanding anything to the contrary contained herein, expressed or implied, it is expressly understood and agreed that the Issuer and the Portal are acting as independent contractors with respect to the other party and not as an employee or agent of the other Party except as described in any relevant Offering Agreement, where applicable. Nothing contained herein shall be construed to create a joint venture, partnership, association, or other affiliation (or like relationship) between or among the Portal and the Issuer. The Portal shall not be considered an agent of the Issuer for any purpose whatsoever other than as described herein, in the Offering Agreement, and in other binding written agreements. The Issuer acknowledges that the Portal has not provided accounting, tax, or legal advice and hereby acknowledges that the Issuer has been advised to seek its own advisors with respect to such topics.
    

V.6.   Portal Business Continuity Plan

Please view our Business Continuity Plan.

VI. Broker Specific Terms

VI.1.   OpenDeal Broker LLC

1. All broker-dealer related securities activity is conducted by OpenDeal Broker LLC dba Capital R ("ODB")  a registered broker-dealer, and member of FINRA | SiPC , please check our background on FINRA’s BrokerCheck.
2. None of the information contained on the Republic Platform constitutes a recommendation by ODB or its affiliates to buy or sell any securities, futures, options, or other financial instruments or other assets or provide any investment advice or service. The information contained on the Republic Platform has been prepared without reference to any particular user's investment requirements or financial situation. The information and services provided on the Republic Platform are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or regulatory or self-regulatory organization or where we are not authorized to provide such information or services. Some products and services described in the Republic Platform may not be available in all jurisdictions or to all customers.
   

VI.2.   Broker Binding Arbitration

If you and ODB are unable to resolve a Dispute through informal negotiations, either you or the company may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration in accordance with the rules of FINRA DR. Any election to arbitrate by one party shall be final and binding on the other. You thereby agree to arbitrate any controversy or claim before FINRA DR in the State of New York. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

VI.3.   Additional Use Terms

1. Indemnification. You agree to indemnify, defend and hold harmless ODB, its parents, subsidiaries, affiliates, officers and employees from any claim or demand, including reasonable attorneys’ and experts’ fees and costs, arising out of your use of this Republic Platform, including information made available to you through this Republic Platform or the violation of these Terms, including any breach of your covenants or agreements hereunder. ODB reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you based on a third-party claim and, in such case, you agree to cooperate with ODB in the defense of such matter.
   
2. Limitation of Liability. You expressly understand and agree that, to the full extent permitted by applicable laws, in no event will ODB be liable for damages, losses and expenses of whatever nature and however arising, including without limitation direct or indirect, special, incidental, consequential, exemplary or punitive damages, losses or expenses, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible loss, arising in connection with this Republic Platform or use thereof or inability to use by any party, or in connection with any failure or performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure, even if ODB or its representatives are advised of the possibility of such damages, losses or expenses. Hyperlinks to or from other internet resources are accessed at your own risk and it is your responsibility to take all protective measures to guard against viruses or other destructive elements; the content, accuracy, opinions expressed and other links provided by these resources are not endorsed by ODB. This limitation of liability applies whether the alleged liability is based on contract, negligence, tort, strict liability or any other basis. Your sole remedy for dissatisfaction with the Republic Platform and/or information contained on the Republic Platform is to stop using the Republic Platform. In the event that the foregoing disclaimer of liability is held to be invalid or unenforceable, you agree that the maximum cumulative aggregate liability of ODB to you for all damages, losses, and causes of action (whether in contract, tort (including, without limitation, negligence and strict liability), or otherwise) at any time shall be the lesser of USD $100 or the aggregate cumulative amount paid by you to ODB up to and including the time of the incurrence of such liability, if any, to access the Republic Platform.
   
3. Statute of Limitations. You agree that regardless of any statute or law to the contrary but only to the extent permissible by law in each relevant jurisdiction, any claim or cause of action arising out of or related to use of the Services, these Terms or our Privacy Policy must be filed within one (1) year after such claim or cause of action arose or be forever barred.
   
4. Government Use. If you are a part of an agency, department, or other entity authorized by the United States Government ("Government"), the use, duplication, reproduction, release, modification, disclosure or transfer of any of our products or services is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The services and any related software are "commercial item," "commercial computer software" and "commercial computer software documentation". In accordance with such provisions, any use of the Services by the Government shall be governed solely by these Terms.
   

VI.4.   Broker Issuer Offering Terms

Pursuant to the Offering Agreement with ODB, the engagement between an Issuer and ODB will be governed by and incorporates the following terms and conditions (the “Broker Issuer Offering Terms”), as applicable.

Together with the certain Offering Agreement (the “Agreement”), an Issuer engaging ODB to offer and sell securities through the Republic Platform agrees and consents to the following:

1. Definitions:

1. “AML” or “Anti-Money Laundering Law” refers to the comprehensive set of procedures, policies, and controls implemented by a financial institution or regulated entity to detect, prevent, and report attempts to disguise illegally obtained funds as legitimate income. AML encompasses regulatory compliance, risk assessment, and ongoing monitoring activities aimed at identifying and mitigating the risk of money laundering and related financial crimes.
   
2. “Branding” means the trademarks, service marks, domain names, logos, links, navigation, and other indicators of origin owned by each respective Party.
   
3. “Content” means any or all text, images, video, audio, graphics, and other data, products, materials, services, text, pointers, technology, code, language, functions, and software, including Branding, produced by each respective Party.
   
4. “Close” and “Closing” means the time at which the terms of the Offerings are met for any Subscriber and the investment is deemed accepted and irrevocable.
   
5. “Escrow Agent” means either a (i) registered broker or dealer that carries customer or broker or dealer accounts and holds funds or securities for those persons; or (ii) bank, as defined under Section 3a-6 of the Investment Company Act of 1940, or credit union (where such credit union is insured by National Credit Union Administration) that has agreed in writing either to hold the funds in escrow for the persons who have the beneficial interests therein and to transmit or return such funds directly to the persons entitled thereto when so directed by ODB, or to maintain a bank or credit union account (or accounts) for the exclusive benefit of investors and the issuer.
   
6. “Fees” shall have the meaning set forth in Schedule A of the Agreement. 
   
7. “Investor(s)” means persons who subscribe to Issuer’s Offerings and a Closing on such Offerings occurs.
   
8. “Issuer Name” means, and includes, the name of Issuer or any of its affiliates, or the name of any member, stockholder, partner, manager, or employee of Issuer or any of its affiliates, or any trade name, trademark, logo, service mark, symbol or any abbreviation, contraction, or simulation thereof owned or used by Issuer or any of its affiliates.
   
9. “KYC” or “Know Your Consumer” means the process by which a financial institution or regulated entity verifies the identity of its clients, assesses the potential risks of illegal intentions for the business relationship, and ensures compliance with applicable laws, regulations, and internal policies. This process includes but is not limited to the collection and verification of personal data, risk assessment procedures, and ongoing monitoring of customer activities.
   
10. “Law” or “Legal Requirement” means any statute, law, ordinance, rule, or regulation, or any order, judgment, directions, guidance or plan, of any court, arbitrator, department, agency, authority, instrumentality, or other body, whether federal, state, municipal, foreign, self-regulatory, or other that governs the activities of either of the Parties.
    
11. “Material” means information that a reasonable Investor would consider important in deciding whether or not to purchase the Securities.
    
12. “ODB Name” means, and includes, the name of ODB or any of its affiliates, or the name of any member, stockholder, partner, manager, or employee of ODB or any of its affiliates, or any trade name, trademark, logo, service mark, symbol or any abbreviation, contraction, or simulation thereof owned or used by ODB or any of its affiliates.
    
13. “Off-Platform Services” means ODB’s Services which do not take place on the Republic Platform.
    
14. “Site” means the website or equivalent owned by each respective Party.
    
15. “Subscriber” means a prospective Investor that has not been Closed upon. Subscriber may be used interchangeably with “Investor” in the Agreement.
    

1. Execution of Securities. After the Issuer has successfully closed on an Investor’s subscription, ODB will, in the ordinary course and consistent with ODB’s policies and procedures as in existence from time to time, provide technical services to allow the Issuer to execute and deliver evidence of the Securities to the relevant Investor.
   
2. Use of the Republic Platform. ODB will make tools available to Issuer for the Issuer to perform, or ODB to perform on behalf of Issuer, the following activities with respect to the Republic Platform:
   
i.     display information regarding the Offerings as provided and instructed by the Issuer or an agent of the Issuer, including, but not limited to, the number of units of the Securities available, price, and terms provided ODB shall not update such Offering information more frequently than every sixty (60) calendar days unless there has been a Material change requiring such;

ii.     enable Investors to view such documents as the Issuer has created and determined to make available to potential investors relating to the Securities, including, but not limited to, offering circulars or private placement memorandum and subscription agreements or other similar offering materials;

iii.     provide Issuer with Investors’ (i) information relating to their qualifications to purchase the Securities and (ii) completed subscription requests;

iv.     verify that an Investor has the appropriate status to purchase the Securities based on the status requirements specified by the Issuer on the Republic Platform (in connection with such verification, ODB relies solely on the information or documents with respect to net worth or income as provided by such Investor to ODB, on the representation of verified status from a certified public accountant, licensed attorney, or other person reasonably capable of providing such attestation, or such other third party services that ODB reasonably believes can provide such verification. ODB cannot and will not represent or warrant that such information or documents are accurate or complete, and disclaims liability for any determination by ODB of such status in reliance on such information, documents, or representations to the extent that ODB has a reasonable belief that it has relied in good faith on such information or attestation or service); ODB will provide a mechanism for the Issuer to review, accept, or reject Subscribers to its offerings;

v.     provide Investors with a mechanism to view the status of their subscription and the date that the Issuer has set for cash required for closing;

vi.     record identifying information regarding Investors and their holdings; and

vii.     provide services that allow an Investor to send consideration for the Securities either to an Escrow Agent (in which case separate escrow agreements between such Escrow Agent or other payments processor and the Parties must be entered in to) or directly to the Issuer (provided there are either no contingencies with respect to any Offering and the applicable subscription exists or all contingencies with respect to any Offering and the applicable subscription have been met), as determined by the Parties provided in the event consideration is sent to an Escrow Agent, unless waived by ODB, Closings shall (i) occur no more frequently than every twenty eight (28) calendar days and (ii) when no less than (A) $50,000 is dispersible (if an Offering is conducted pursuant to Reg D or S), or (B) such other amount mutually agreed to by ODB and Issuer. In the event of any Closing prior to the conclusion of an Offering, the Issuer may only draw on eighty percent (80%) of the amount of proceeds that have cleared the escrow account and are not subject to any contingencies with respect to such Offering and the applicable subscription. Should the cumulative proceeds of any Offering exceed $10,000,000 at any Closing, the Issuer may draw on up to ninety percent (90%) of the amount of proceeds that have cleared the escrow account, subject to the provisions above.

1. To the extent that there are Investors in Alabama, Florida, New Jersey, North Dakota, Texas, Washington, or any other state in which the Issuer would be required to register as an “Issuer Dealer” prior to making any offers or sales in such state, ODB will act as accommodating broker of record with respect to sales of the Securities in those states; and
   
2. review investor information, including KYC data, perform AML and other compliance background checks, and provide a recommendation to the Issuer, vis a vis KYC and AML standards, as to whether or not to accept an investor’s subscription for Securities.
   

1. No Approval of Issuer Content. ODB is not preparing, endorsing, adopting, or approving in any way any offering memorandum or other offering documents, SEC, state, or other regulatory filings, or any sales or marketing material or Issuer Content, specifically including any Issuer Sites, or any other material or Content of any kind wherever they may appear except to the extent that such websites, material, or Content specifically reference the ODB Name, ODB Branding, ODB Content, or descriptive materials about the Services, and then only to the extent of such references, and specifically not including other portions of such website or materials, provided ODB reserves the right to reject Issuer Content it deems non-compliant.
   
2. No Setting, Reviewing, or Guaranteeing of Price, Tax, or Other Data. ODB is not setting, calculating, creating, approving, endorsing, adopting, reviewing, recommending, or guaranteeing any price for the Securities or giving any opinion with respect to the accuracy, reliability, or completeness of any data or information about the Securities appearing on the Republic Platform or elsewhere. ODB is relying on the Issuer for all such data and information. ODB is not preparing or calculating any tax statements or documentation on behalf of Issuer, specifically including Schedule K-1s, except for those tax documents normally and usually included as part of a brokerage account (including, but not limited to, 1099s).
   

1. Use of ODB Name, ODB Branding and ODB Content. Issuer shall not, and shall cause its representatives not to, without the prior written consent of ODB: (a) use in advertising, publicity, or otherwise any ODB Name, ODB Branding, or ODB Content, or (b) represent, directly or indirectly, that Issuer, any affiliate of Issuer, or any representative of Issuer or the Securities have been approved, endorsed, or recommended by ODB or any of its affiliates. In addition, all use of the ODB Name, ODB Branding, or ODB Content and all descriptive materials about the Services used by the Issuer on the Issuer Site or elsewhere, must be reviewed and approved by ODB, as to appearance, substance, and placement, prior to use by Issuer. For the avoidance of doubt, these materials shall include any “testing the waters” materials the Issuer may be obligated to file with the SEC pursuant to Rules 252 and 255 of the Securities Act or similar rules and regulations. ODB may also require a “jump” or other interstitial webpage in connection with any links or references to ODB or any of its websites or otherwise if deemed necessary by ODB to ensure clear demarcation between any websites or content of ODB and any websites or content of Issuer. Issuer understands that any breach hereof may also cause a breach of Law, and Issuer will be liable hereunder for any failure to obtain such prior approval or otherwise comply with these provisions.
   
2. Use of Issuer Name, Issuer Branding, and Issuer Content. ODB shall not, and shall cause its representatives not to, without the prior written consent of Issuer use in advertising, publicity, or otherwise any Issuer Name, Issuer Branding, or Issuer Content. In addition, all use of the Issuer Name, Issuer Branding, or Issuer Content on the Republic Platform must be reviewed and approved by Issuer, as to appearance, substance, and placement, prior to use by ODB. For the avoidance of doubt, these materials shall include any “Testing the Waters” materials the Issuer may be obligated to file with the SEC pursuant to Rules 252 and 255 of the Securities Act or similar rules and regulations. Issuer may also require a “jump” or other interstitial webpage in connection with any links or references to Issuer or any of its websites or otherwise to ensure clear demarcation between any websites or content of Issuer and any websites or content of ODB. ODB understands that any breach hereof may also cause a breach of Law, and ODB will be liable hereunder for any failure to obtain such prior approval or otherwise comply with these provisions.
   
3. No Responsibility for Issuer Site or Issuer Content. ODB is not preparing, endorsing, adopting, reviewing, or approving in any way the Issuer Site or Issuer Content or any offering material, including any offering memorandum, or any other materials of any kind prepared by Issuer or on behalf of Issuer (even if prepared by ODB on behalf of Issuer) wherever it may appear, except to the extent that the Issuer Site, Issuer Content, or other material specifically references ODB, and has been approved by ODB in writing, and then only to the limited extent of such reference. Notwithstanding the foregoing, in the event any of the information Issuer provided on or through the Issuer Site, in Issuer Content, offering materials, or otherwise, proves incorrect, outdated, or otherwise materially deficient, Issuer shall notify ODB within twenty-four (24) hours of gaining knowledge of such occurrence and work in good faith to amend the Issuer Site, Issuer Content, offering materials, and the like to the Parties’ mutual satisfaction.
   
4. No License of Intellectual Property. No license or grant of any intellectual property of any nature whatsoever, including any Branding or Content, or any data, business method, patents or applications thereof, or similar material shall be deemed granted, licensed, or otherwise from either Party (or any affiliate thereof) to the other (or any affiliate thereof) under the Agreement except as provided in the event of a successful Offering, ODB may use Issuer’s name and/or current logo to inform the general public of those certain clients ODB has provided Services to.
   

1. Payment Disputes. In the event of a payment dispute or late failure associated with an Investor, Issuer shall solely bear the total costs related to the payment dispute or late failure (including, without limitation, repaying the funds to the Investor). In the event the payment processor (including, without limitation, Stripe Inc.) requires ODB to front the funds associated with the payment dispute or late failure, Issuer shall immediately repay ODB said funds and costs associated therewith, and failure to do so is deemed a material breach of the Agreement.
   
2. No Third-Party Beneficiaries. The Agreement is between you and ODB. No user of the Site has any rights to force ODB to enforce any rights it may have against any you or any other user, except to the extent that Issuers may enforce their own intellectual property rights related to Content offered through the Services. 
   
3. Proprietary Rights. ODB, OpenDeal Inc. and other Republic trademarks and service marks referenced herein are trademarks and service marks of OpenDeal Inc. You are prohibited from using any marks for any purpose without the written permission of OpenDeal Inc. or ODB. Pursuant to Section 512(c)(2) of the Copyright Act, OpenDeal Inc. designates the following agent to receive notifications of claimed infringement: Chief Compliance Officer, OpenDeal Broker LLC, 149 E 23rd St #1314, New York, NY 10010, e-mail address: compliance@thecapitalr.co. 
   

VI.5.   Additional Documentations

Please view our Additional Risk disclosures and Business Continuity Plan. Please also review our Form CRS.

VII. Fig Specific Terms

Please visit https://www.fig.co/terms for additional terms and conditions of using your User account on the Fig Platform.

VIII. ERA Specific Terms

VIII.1.   Deal Room Advisor

Republic Deal Room Advisor LLC is an exempt reporting investment adviser (“ERA”). You can view its latest Form ADV here

1. ERA Opportunities. The Republic Platform permits prospective investors (“ Investors ”) to independently review opportunities to purchase a security interest (each, a “ Security Interest ”) in certain special purpose investment funds that have been organized or may be organized by Republic Deal Room Advisor (such special purpose investment funds as displayed on the Republic Platform each, an “ Investment Opportunity ”). “ Republic Deal Room Advisor Parties ” means Republic Deal Room Advisor and all of its affiliated entities.
2. Changes to this Agreement. You understand and agree that Republic Deal Room Advisor may change this Agreement at any time without prior notice. You may read a current, effective copy of this Agreement at any time by selecting the appropriate link on the Republic Platform. The revised Agreement will become effective at the time of posting, and your use of the Republic Platform after such time will constitute your acceptance of the revised Agreement. If any change to this Agreement is not acceptable to you, then your sole remedy is to stop using the Republic Platform. For the avoidance of doubt, the terms of any Investment Opportunity and the Security Interests offered therein will be controlled by the Investment Opportunity’s offering documents ("Investment Offering Documents").
3. Subscription Service. Republic Deal Room Advisor offers to certain individuals access to the Republic Deal Room Subscription Membership Program, the terms of which can be found here .
4. Eligibility. You must be at least 18 years old to use the Republic Platform. By agreeing to this Agreement, you represent and warrant to us that: (i) you are at least 18 years old; (ii) you have not previously been suspended or removed from the Republic Platform; and (iii) your registration and use of the Republic Platform is in compliance with any and all applicable laws and regulations. Further, you must be an accredited investor, as defined by the Securities Act of 1933, as amended (the “ Securities Act of 1933 ”) to access and use the Republic Platform. In certain situations, Investment Opportunities are solely limited to “ qualified purchasers” as defined by the Securities Act of 1933, in which case only qualified purchasers may utilize the specifically marked portions of the Republic Platform, as further discussed in Section 3, below.
5. Additional Obligations. Investors will be required to enter into further agreements and make further representations prior to completing any investment, as outlined in the relevant Investment Offering Documents.
6. Obligation to Disclose Change in Eligibility. You agree that, should any material changes occur that might affect your status as either an Accredited Investor or Qualified Client, as applicable, you shall immediately provide Republic Deal Room Advisor with such notice in writing; further, upon participating in each Investment Opportunity, you agree to represent to the validity of your previous disclosures or provide complete, accurate and not misleading updates to your previous disclosures, including providing any necessary documentation to verify the foregoing.

VIII.2.   ERA Investment Opportunities

1. Federal securities law requires securities sold in the United States to be registered with the U.S. Securities and Exchange Commission (“ SEC ”), unless the sale qualifies for an exemption. The securities offered on the Republic Platform for U.S. investments have not been registered under the Securities Act, in reliance on the exemptions provided under Section 4(2) of the Securities Act and Rule 506 of Regulation D, promulgated thereunder.
2. Investment overviews on the Republic Platform contain summaries of the purpose and principal terms of the Investment Opportunities. Such summaries are intended for informational purposes only, are not intended as a promise or indication of future results or performance, and do not purport to be complete, and each is qualified in its entirety by reference to the more detailed discussions contained in the investor document package relating to such Investment Opportunity.
3. The securities offered on the Republic Platform are only suitable for prospective investors who are familiar with and willing to accept the high risks associated with Investment Opportunities, including the risk of complete loss of your investment. Securities sold through the Republic Platform may not necessarily be publicly traded and, therefore, may be illiquid unless registered with the SEC. Such securities will be subject to restrictions on resale or transfer, including holding period requirements. Investing in Investment Opportunities offered on the Republic Platform requires high risk tolerance, low liquidity need, and long-term commitments. Investors must be able to afford to lose their entire investment. Securities are not FDIC insured, may lose value, and there is no bank guarantee.
4. No governmental agency has reviewed the Investment Opportunities posted on this Republic Platform and no state or federal agency has passed upon either the adequacy of the disclosure or the fairness of the terms of any Investment Opportunity. NEITHER REPUBLIC DEAL ROOM ADVISOR NOR ANY OF ITS AFFILIATES PROVIDE LEGAL ADVICE, GENERALLY AND WITH RESPECT TO INVESTMENT OPPORTUNITIES ON THE REPUBLIC PLATFORM. WE STRONGLY ADVISE YOU TO CONSULT A LEGAL, TAX, AND FINANCIAL PROFESSIONAL BEFORE INVESTING, AND TO CAREFULLY REVIEW ALL THE SPECIFIC RISK DISCLOSURES PROVIDED AS PART OF ANY INVESTMENT OFFERING DOCUMENTS AND ASK REPUBLIC DEAL ROOM ADVISOR ANY QUESTIONS YOU MAY HAVE OR REQUEST ADDITIONAL INFORMATION.
5. Republic Deal Room Advisor is not a registered broker-dealer or funding portal. If a registered broker-dealer is participating in an Investment Opportunity, such participation will be clearly disclosed in the relevant Investment Offering Documents.
6. If you are located outside of the United States, you use or access the Republic Platform solely at your own risk and initiative. The Republic Platform is controlled and operated from facilities within the United States. Republic Deal Room Advisor makes no representations that the Republic Platform is appropriate or available for use in any other jurisdictions. Accessing the Republic Platform is prohibited from territories where the content on the Republic Platform is prohibited. Investment Opportunities are only directed at, or intended for purchase or investment by, investors in jurisdictions that permit general solicitation of unregistered securities. This Republic Platform is not directed at you if we are prohibited by any law of any jurisdiction from making the information on this Republic Platform available to you.
7. The content, material, and information contained on the Republic Platform does not constitute an offer or solicitation and may not be treated as an offer or solicitation to sell securities referred to on this Republic Platform (i) by anyone in any jurisdiction where such an offer or solicitation is against the law; (ii) to anyone to whom it is unlawful to make such an offer or solicitation; or (iii) if the person making the offer or solicitation is not qualified to do so. The securities offered on this Republic Platform can only be marketed in certain jurisdictions. You acknowledge and agree that it is solely your responsibility to be aware of and to observe all the applicable laws and regulations of any relevant jurisdiction, including the one in which you reside. Before accessing the Republic Platform, you should satisfy yourself that we would be allowed to advertise investment products to you under the law of the jurisdiction in which you reside. Subscriptions to invest in any Investment Opportunity referred to on this Republic Platform must only be made on the basis of the Investment Offering Documents relating to that specific Investment Opportunity.

VIII.3.   ERA Dispute Resolution

1. Arbitrator.   Any arbitration between you and Republic Deal Room Advisor will be governed by the Federal Arbitration Act and the Commercial Dispute Resolution Procedures and Supplementary Procedures for Consumer Related Disputes (collectively, “ AAA Rules ”) of the American Arbitration Association (“ AAA ”), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Republic Deal Room Advisor. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
2. Notice; Process.  A party who intends to seek arbitration must first send a written notice of the dispute to the other party by U.S. Mail (“ Notice ”). Republic Deal Room Advisor’ address for Notice is: Republic Deal Room Advisor ATTN: Legal Department, Republic Deal Room Advisor, 149 E 23rd St #1314, New York, NY 10010 or by email at legal@republicdealroom.co Attn: Legal Department. The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within thirty (30) days after the Notice is received, then you or Republic Deal Room Advisor may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Republic Deal Room Advisor must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor with a monetary award that exceeds the last written settlement amount offered by Republic Deal Room Advisor prior to selection of an arbitrator, then Republic Deal Room Advisor will pay you the highest of the following: (1) the amount awarded by the arbitrator, if any; (2) the last written settlement amount offered by Republic Deal Room Advisor in settlement of the dispute prior to the arbitrator’s award; or (3) $15,000.
3. Fees.   If you commence arbitration in accordance with this Agreement, then Republic Deal Room Advisor will reimburse you for your payment of the filing fee, unless your claim is for more than $15,000 or as set forth below, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in San Francisco, California, but if the claim is for $15,000 or less, then you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Republic Deal Room Advisor for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. Each party agrees that such written decision, and information exchanged during arbitration, will be kept confidential except to the extent necessary to enforce or permit limited judicial review of the award. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
4. No Class Action.   YOU AND REPUBLIC DEAL ROOM ADVISOR AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Republic Deal Room Advisor agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
5. Modifications to this Arbitration Provision.   Except as otherwise provided in this Agreement, if Republic Deal Room Advisor makes any future change to this arbitration provision, other than a change to Republic Deal Room Advisor’ address for Notice, then you may reject the change by sending us written notice within thirty (30) days of the change to Republic Deal Room Advisor’ address for Notice, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and Republic Deal Room Advisor.
6. Indemnification.   To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless the Republic Deal Room Advisor Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (a) your breach of this Agreement; or (b) your access to, use, or misuse of the Republic Deal Room Advisor Content, Trademarks, or any part of the Site; or (c) any false, inaccurate, or misleading information you provide to Republic Deal Room Advisor. Republic Deal Room Advisor will provide notice to you of any such claim, suit, or proceeding. Republic Deal Room Advisor reserves the right, in its sole discretion, to assume the exclusive defense and control of any matter which is subject to indemnification under this Section at your sole expense if Republic Deal Room Advisor believes that you are unwilling or incapable of defending Republic Deal Room Advisor’ interests. In such case, you agree to cooperate with any reasonable requests assisting Republic Deal Room Advisor’ defense of such matter at your sole expense. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver by any Investor of any of his, her, or its legal rights under applicable U.S. federal securities laws or any other laws whose applicability is not permitted to be contractually waived.

IX. Republic Core Specific Terms

IX.1.   Deal Room Platform

Republic Core hosts the deal room portion of the Republic Platform (“Republic Deal Room”), found at republic.com/accredited. To access the Republic Deal Room you must agree to these supplemental terms.

1. The Republic Deal Room allows prospective investors to independently review and purchase a security interest (each, a "Security Interest") in investment opportunities hosted via the Republic Deal Room’s pages (each, an "Investment Opportunity"). For the avoidance of doubt, the terms of any Investment Opportunity and the Security Interests offered therein will be controlled by the Investment Opportunity’s offering documents ("Investment Offering Documents").
2. Republic Core currently provides you with access to the Republic Deal Room for free. In return for enjoying this free access, you acknowledge and agree that we may generate revenues, increase goodwill or otherwise increase the value of Republic Core from your use of the Republic Platform, and you will have no right to share in any such revenues, goodwill or value whatsoever. However, we may charge you fees for certain uses of the Republic Platform. We will notify you of any such fees before you have an obligation to pay them.

IX.2.   Republic Note and Wallet

Republic Core is also the issuer of the Republic Note, a special class of membership interest in Republic Core, more information of which can be found at republic.com/note.

1. If you subscribe to make a purchase of, purchase or otherwise acquire Republic Notes, you will be able to view your position in the Investments section of your portfolio. There you will see a combination of all Republic Note offering subscriptions and grants associated with your Republic account.

2. In the Wallet section of your portfolio, you can view the total Republic Notes that we will distribute to you when Republic Note digital assets are distributed.

3. Wallet. Republic may also provide you with a digital asset wallet (for Republic Notes and other types of digital assets, which integrate with and/or are based on independent third party blockchain platform(s) (e.g., the Algorand blockchain service platform)) (“Republic Wallet”), subject to our policies, procedures, and documentation relating to the Republic Wallet. Blockchain-related technologies, platforms, and services are decentralized and supported by independent third parties, which we do not own, control, or operate. The Republic Wallet is a tool designed to facilitate your management and use of digital assets relying on the blockchain, but does not eliminate the risks relating to the blockchain and related digital assets, which you should independently assess and which we disclaim liability for under this Agreement. Subject to the other provisions of this Section and the Agreement, including Sections 11 and 15, you can manage and/or facilitate holding, tracking, sending, and/or receiving your Republic Note holdings and/or other eligible blockchain digital assets through your Republic Wallet, although certain features may be limited, and features may be added or removed, from time to time. In addition, for regulatory and risk reasons, as determined by Republic Core in its sole discretion, certain prohibitions or restrictions may apply to your Republic Notes and/or other digital assets and may be hardwired into the Republic Wallet or otherwise limited. 

1. The Republic Wallet is powered through our partnership with independent third parties, Comakery (dba Upside) who we do not control and are not responsible. The Republic Wallet may also be linked to other accounts you provide as and if supported by the Republic Wallet. We do not guarantee or ensure assets or transactions relating to the blockchain or the third party platforms, services, or partners described above or otherwise underlying the Republic Wallet, or digital assets. By using the Republic Wallet, you acknowledge and agree that the transaction details you submit or request may not be completed, or may be substantially delayed, by third parties or other factors outside of our control. Also, third party valuations, fees, costs, and/or amounts are non-binding estimates (unless expressly provided otherwise), and actuals may vary based on factors, including, but not limited to, network congestion, delays, or other fluctuations. 

2. THE REPUBLIC WALLET IS NON-CUSTODIAL. Republic does not store or transmit digital assets, but is designed to help you facilitate your management and certain transactions relating to digital assets, and related third party services which are also subject to the other provisions of this Agreement, including Sections 11 and 15. You are responsible for being the custodian of your digital assets, and how you set up the Wallet will impact its functions and features. See our on-line documentation for more details, which are subject to change.

3. You are solely responsible for maintaining the security of your passwords, Private Keys, and any mnemonic (backup) phrase associated with your Republic Wallet and related digital assets. You must keep that information secure. Failure to do so may result in the loss of control of the underlying assets or transfers. We generally cannot assist with retrieval of passwords, keys, phrases, or other information outside of our possession or control, including blockchain related passwords and keys. If you have not safely stored a backup or fail to remember, you accept and acknowledge that digital assets may become inaccessible and unrecoverable by you, and you agree we are not responsible for that in any way. You are strongly advised to take precautions in order to avoid loss of access to and/or control of your Republic Wallet and related digital assets.

4. You acknowledge and agree that with respect to the Wallet Republic is and at all times will be functioning purely in the capacity as software developer and a software provider and shall in no event be the seller or issuer (except for the Republic Note) of Tokens. 

1. By using the Republic Platform, in particular the Wallet, you represent that you understand the inherent risks associated with cryptographic systems; and warrant that you have an understanding of the usage and intricacies of native cryptographic tokens, smart contract based tokens, and blockchain-based software systems. You further understand that our services could be impacted by one or more regulatory inquiries or regulatory action, which could impede or limit the ability of the services to continue to develop, or which could impede or limit your ability to access or use the services. You acknowledge and understand that cryptography and blockchain-based systems are progressing fields with unique risks, which could result in the theft or loss of your launched cryptographic tokens or property. By using the services, you acknowledge these inherent risks. 

2. By using the Wallet, you acknowledge that Republic is not providing nor is Republic responsible for:

1. coverage underwritten by any regulatory agency’s compensation scheme;

2. custody of your Private Keys, Tokens or or the ability to remove or freeze your Tokens;

3. the storage or transmission of fiat currencies;

4. back-up services to recover your Private Keys, for whose safekeeping you are solely responsible;

5. any form of legal, financial, accounting, tax or other professional advice regarding Transactions and their suitability to you; and

6. the responsibility to monitor authorized Transactions or to check the correctness or completeness of Transactions before you are authorizing them.

3. The Wallet may be used to interact with third-party systems. However, any activities you engage in with, or services you receive from, a third party is between you and that third party directly.
   
   

5. Capitalized Terms and Definitions

1. “Blockchain” means a digital ledger or database which is chronological, consensus-based, decentralized and mathematically verified in nature.

2. “Transaction” means a change to the state of a Blockchain.

3. “Smart Contract” means a piece of source code deployed as an application on a Blockchain which can be executed, including self-execution of Transactions as well as execution triggered by third parties.

4. “Token” means a  unit of account or unit of value for a programmable asset that is managed by a smart contract and an underlying distributed ledger.

5. “Wallet” means a cryptographic storage solution permitting you to store cryptographic assets by correlation of a (i) Public Addressand (ii) a Private Key or a Smart Contract to receive, manage and send Tokens.

6. “Public Address” means a unique sequence of numbers and letters onwithin a Blockchain to distinguish the network participants from each other.

7. “Private Key” means a unique sequence of numbers and/or letters required to initiate a Blockchain Transaction and should only be known by the legal owner of the Wallet.

6. Third party services

1. We provide the Wallet to interact with third-party systems. However, any activities you engage in with, or services you receive from, a third party is between you and that third party directly.

2. This means specifically:

1. We do not have any oversight over your activities with third parties, and as such we do not and cannot make any representation regarding their appropriateness and suitability for you.

2. The Wallet interface may involve or contain links or integrations to third party Apps that are not hosted, owned, controlled or maintained by us. We also do not participate in the transaction on such Apps and will and cannot monitor, verify, censor or edit the functioning or content of any App.

3. We have not conducted any security audit, bug bounty or formal verification (whether internal or external) of the Apps integrated with the Wallet or connected through the Wallet interface.

4. We have no control over, do not recommend, endorse, or otherwise take a position on the integrity, functioning of, content and your use of these Apps, whose sole responsibility lies with the person from whom such services or content originated.

5. When you access or use those Apps you accept that there are risks in doing so and that you alone assume any such risks when choosing to interact with those Apps. We aren’t liable for any errors or omissions or for any damages or loss you might suffer through interacting with those Apps.

6. You should read the license requirements, Terms  as well as the privacy policy of each App that you access or use. Certain Apps may involve complex financial transactions that entail a high degree of risk.

7. You agree to release us from all liability for your access or usage of any Apps through the Wallet interface

8. If you contribute integrations to Apps to the Wallet interface, you are responsible for all content you contribute, in any manner, to the Wallet interface, and you must have all rights necessary to do so, in the manner in which you contribute it. You are responsible for all your activity in connection with any such App.

9. Your interactions with persons found on or through the Apps, including payment and delivery of goods and services, financial transactions, and any other terms associated with such dealings, are solely between you and such persons. You agree that we shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

10. If there is a dispute between you and the App provider or/and other users of the App, you agree that we are under no obligation to become involved. In the event that you have a dispute with one or more other users, you release us, our officers, employees, agents, contractors and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.

7. Security of Private Keys, seed words or other credentials

1. We shall not be responsible to secure your Private Keys, seed words, credentials or other means of authorization of your Wallet(s).

2. You must own and control any Wallet you use in connection with our Services. You are responsible for implementing all appropriate measures for securing any Wallet you use, including any Private Key(s), seed words, credentials or other means of authorization necessary to access such storage mechanism(s).

3. We exclude any and all liability for any security breaches or other acts or omissions, which result in your loss of access or custody of any cryptographic assets stored thereon.

4. In order to be successfully completed, any transaction of cryptographic assets created with or sent to your Wallet must be confirmed and recorded in a Blockchain associated with the relevant cryptographic assets. Republic has no control over any Blockchain and therefore cannot and does not ensure that any transaction details you submit or receive via our Services will be confirmed on the relevant Blockchain and does not have the ability to facilitate any cancellation or modification requests.

8. Termination or Limitation of Services

1. We reserve the right, in our sole discretion and for whatever reason, but particularly in case you breach any these Terms, to:

1. terminate your right to use the Services with immediate effect;

2. limit use of all Republic interfaces to a specified number of persons;

3. refuse to allow a person from using the Republic interface and/or

4. remove or exclude any person from using the Republic interface for whatever reason.

2. In the event that we terminate your use of the Services, unless prohibited by applicable laws, we will endeavor to contact you to arrange for your users  to download their Private Key Copy. If we cannot contact you, the Wallet may remain inactive through our Services and your users will need to retrieve their Private Key Copy to access their Wallet using other services or software.

3. We will only be able to limit access to the Republic Wallet interface. At no time will we be able to access or transfer your funds without your consent.

4. If you would like to stop using the Services and export the contents of your Wallet, you may choose to export a copy of your Private Key from your account. Upon electing to export your private key, you will be able to download a copy of, or directly copy, your private key associated with the Wallet you are using with Wallet (the "Private Key Copy") by following instructions provided by Wallet. Once Wallet has provided you access to your Private Key Copy, you acknowledge and agree that: REPUBLIC DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO YOUR PRIVATE KEY COPY AND ANY TOKENS THAT WERE CONTAINED IN YOUR WALLET. YOU ALONE WILL BE RESPONSIBLE FOR THE MANAGEMENT OF YOUR PRIVATE KEY COPY AND KEEPING SUCH PRIVATE KEY COPY SECURE, AND REPUBLIC WILL NOT ASSIST YOU WITH STORING YOUR PRIVATE KEY COPY. IF YOU LOSE ACCESS TO YOUR PRIVATE KEY COPY, YOU ACKNOWLEDGE AND AGREE THAT REPUBLIC HAS NO ABILITY TO ASSIST YOU IN RETRIEVING OR ACCESSING THAT PRIVATE KEY COPY AND ANY TOKENS YOU HAVE ASSOCIATED WITH THAT PRIVATE KEY COPY WILL BECOME INACCESSIBLE. REPUBLIC IS NOT RESPONSIBLE FOR AND WILL NOT PROVIDE CUSTOMER SERVICE FOR ANY OTHER WALLET SOFTWARE YOU MAY USE THIS PRIVATE KEY WITH, AND THAT REPUBLIC DOES NOT REPRESENT THAT ANY OTHER SOFTWARE OR HARDWARE WILL BE COMPATIBLE WITH OR PROTECT YOUR PRIVATE KEY. REPUBLIC SHALL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER WITH RESPECT TO ANY OF THE FOREGOING.

9. Licenses and Access

1. All intellectual property rights in the Wallet and the Services throughout the world belong to us or an affiliate as owner or our licensors and the rights in the Wallet are only licensed to you. Nothing in these terms gives you any rights in respect of any intellectual property owned by us or our licensors and you acknowledge that you do not acquire any ownership rights by downloading the Wallet or any content from the Website.

2. If you are a user or investor we license, but do not sell, to you the Services you download solely for your own personal, non-commercial use. If you are a business user or issuer we license, but do not sell, to you the Services you download to use solely for your own internal business use. We remain the owner of the Services at all times.

3. The Services may contain code, commonly referred to as open source software, which is distributed under open source license erms, including terms which allow the free distribution and modification of the relevant software’s source code and/or which require all distributors to make such source code freely available upon request, including any contributions or modifications made by such distributor (“Open Source Software”). To the extent that the Services contain any Open Source Software, that element only is licensed to you under the relevant license terms of the applicable third party licensor (“Open Source Licence Terms”) and not under these terms, and you accept and agree to be bound by such Open Source Licence Terms.

10. Warranty Disclaimers

1. Except as set out in these Terms, we do not warrant, represent or guarantee that the Wallet will be accurate, complete, correct, fit for purpose, secure or free from weaknesses, vulnerabilities or bugs.

2. You understand and accept that you use the Services at your own risk.

3. To the fullest extent permitted by law, we provide the Wallet to you “as is” and “as available” without any warranty, representation or assurance (whether express or implied) in relation to merchantability, fitness for a particular purpose, availability, security, title or non-infringement.

4. We reserve the right to change the format and features of the Wallet by making any updates to Wallet available for you to download or, where your device settings permit it, by automatic delivery of updates.

5. You are not obliged to download the updated Wallet, but we may cease to provide and/or update prior versions of the Services and, depending on the nature of the update, in some circumstances, you may not be able to continue using the Wallet and Services until you have downloaded the updated version.

6. We may cease to provide and/or update content to the Wallet, with or without notice to you, if it improves the Wallet we provide to you, or we need to do so for security, legal or any other reasons.

11. No Fiduciary Duty

1. These Terms are not intended to, and does not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms.

12. Third party platform providers 

1. The Services rely in part on third party and open-source software, and the continued development and support by third parties. There is no assurance or guarantee that those third parties will maintain their support of their software or that open source software will continue to be maintained. This may have a material adverse effect on the Services.

13. Data Privacy 

1. Our Services are built on Blockchains. Accordingly, by design, and practically, the records cannot be changed or deleted and are said to be ‘immutable’. This may affect your ability to exercise your rights such as your right to erasure (‘right to be forgotten’), or your rights to object or restrict processing of your personal data. Data on a Blockchain cannot be erased and cannot be changed.

2. In order to comply with some of our contractual obligations to you, it will be necessary to write certain personal data, such as transactions associated with your Private Key your Republic Wallet address, onto a Blockchain. In some cases those transactions may be traced back to your identity and your public Blockchain account address.

3. The ultimate decisions to (i) transact on a Blockchain using your Republic Wallet address, as well as (ii) share the public key relating to your Republic Wallet address with anyone (including us) rests with you.

4. When using the Wallet interface or dashboard we may collect and process personal data, including your Wallet address, Wallet addresses of externally owned accounts or smart contract Wallets set as signatories for your Wallet Transactions (the “Owners”), Transaction made with Wallet as well as Token balance.

5. IF YOU WANT TO ENSURE YOUR PRIVACY RIGHTS ARE FULLY AVAILABLE, YOU SHOULD NOT TRANSACT ON A BLOCKCHAIN AS CERTAIN RIGHTS WILL NOT BE FULLY AVAILABLE OR EXERCISABLE BY YOU OR US.

6. For more information please also refer to section X of our Privacy Policy.

14. For clarity, references to the “Republic Platform” include the Republic Wallet, unless the context clearly requires otherwise.

IX.3.   Investor Requirements

1. Eligibility Requirements.   Investment Opportunities offered on this Republic Platform are only available to investors who are "Accredited Investors" as defined by Rule 501 of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), and for certain Investment Opportunities, non-accredited investors subject to certain limitations as set forth under Regulation A (17 C.F.R. §230.251 et seq.) under the Securities Act (such non-accredited investors, "Qualified Purchasers", as defined by as defined by Rule 251(d) under the Act under the Securities Act, Qualified Purchasers" as defined by Section 2(a)(51)(A) of the 1940 Act, and/or non-U.S. persons as set forth under Regulation S (17 CFR § 230.902 et seq.) under the Securities Act (such non-U.S. persons, "Foreign Purchasers"). Before you can invest in any of the Investment Opportunities on the Republic Platform, you must register with the Republic Platform and qualify either as an Accredited Investor, Qualified Purchaser or Foreign Purchaser, as applicable. Prior to investing, you may be asked to fill out a certification and provide necessary documentation as proof of your income and/or net worth to verify that you are qualified to invest in Investment Opportunities posted on this Republic Platform, which may be done through a third-party service. You acknowledge and agree that all information you provide for the registration is complete, accurate and not misleading, and that you have a genuine interest in participating in an Investment Opportunity. You understand, acknowledge and agree that Republic Core and other parties are relying on your statements made on the Republic Platform and that any willfully false statement made by a you is sufficient cause for suspension or termination of your Profile, rejection of eligible investor status, along with other legal causes of action, by Republic Core or third parties.
2. Additional Obligations.  Investors will be required to enter into further agreements and make further representations prior to completing any investment, as outlined in the relevant Investment Offering Documents.
3. Limitations on Qualified Purchases for Offering pursuant to Reg A+.   By registering with the Republic Platform for purposes of subscribing to Investment Opportunities as a Qualified Purchaser for an offering pursuant to Reg A+, you represent and warrant that the aggregate purchase price to be paid by you for securities purchased on this Republic Platform (including the actual or maximum estimated conversion, exercise, or exchange price for any underlying securities that have been qualified) is no more than ten percent (10%) of the greater of your (i) annual income or net worth, if a natural person with annual income and net worth for such natural person purchasers determined as provided in Rule 501 of Regulation D under the Securities Act or (ii) revenue or net assets for your most recently completed fiscal year end, if a non-natural person.
4. Obligation to Disclose Change in Eligibility.   You agree that, should any material changes occur that might affect your status as either an Accredited Investor, Qualified Purchaser (whether for the purposes of the Securities Act or the 1940 Act) or Foreign Purchaser, as applicable, you shall immediately provide Republic Core with notice in writing; further, upon participating in each Investment Opportunity, you agree to represent to the validity of your previous disclosures or provide complete, accurate and not misleading updates to your previous disclosures, including providing any necessary documentation to verify the foregoing.

IX.4.   Investment Opportunities Access via Republic Core

1. Federal securities law requires securities sold in the United States to be registered with the U.S. Securities and Exchange Commission ("SEC"), unless the sale qualifies for an exemption. The securities offered via the Republic Deal Room or for the Republic Note have not been registered under the Securities Act, in reliance on the exemptions provided under Section 4(2) of the Securities Act and Rule 506 of Regulation D, Regulation A, and/or Regulation S, promulgated thereunder.
2. Investment overviews on the Republic Platform contain summaries of the purpose and principal terms of the Investment Opportunities. Such summaries are intended for informational purposes only, are not intended as a promise or indication of future results or performance and do not purport to be complete, and each is qualified in its entirety by reference to the more detailed discussions contained in the investor document package relating to such Investment Opportunity.
3. No governmental agency has reviewed the Investment Opportunities posted on this Republic Platform and no state or federal agency has passed upon either the adequacy of the disclosure or the fairness of the terms of any Investment Opportunity. NEITHER REPUBLIC CORE NOR ANY OF ITS AFFILIATES PROVIDE LEGAL ADVICE, GENERALLY AND WITH RESPECT TO INVESTMENT OPPORTUNITIES ON THE REPUBLIC PLATFORM. WE STRONGLY ADVISE YOU TO CONSULT A LEGAL, TAX AND FINANCIAL PROFESSIONAL BEFORE INVESTING, AND CAREFULLY REVIEW ALL THE SPECIFIC RISK DISCLOSURES PROVIDED AS PART OF ANY INVESTMENT OFFERING DOCUMENTS AND ASK REPUBLIC CORE ANY QUESTIONS YOU MAY HAVE OR REQUEST ADDITIONAL INFORMATION.
4. Republic Core is not a registered broker-dealer, funding portal, investment adviser or investment manager, and does not offer investment advice or advise on the raising of capital through Investment Opportunities. Republic Core does not recommend or otherwise suggest that any Investor make an investment in a particular Investment Opportunity. If a registered broker-dealer, financial advisor or other intermediary receiving compensation is participating in an Investment Opportunity, such participation will be clearly disclosed in the relevant Investment Offering Documents.
5. If you are located outside of the United States, you use or access the Republic Platform solely at your own risk and initiative. The Republic Platform is controlled and operated from facilities within the United States. Republic Core makes no representations that the Republic Platform is appropriate or available for use in any other jurisdictions. Accessing the Republic Platform is prohibited from territories where the content on the Republic Platform is prohibited. Investment Opportunities are only directed at, or intended for purchase or investment by, investors in jurisdictions that permit general solicitation of unregistered securities. This Republic Platform is not directed at you if we are prohibited by any law of any jurisdiction from making the information on this Republic Platform available to you.
6. The content, material and information contained on the Republic Platform does not constitute an offer or solicitation and may not be treated as an offer or solicitation to sell securities referred to on this Republic Platform (i) by anyone in any jurisdiction where such an offer or solicitation is against the law; (ii) to anyone to whom it is unlawful to make such an offer or solicitation; or (iii) if the person making the offer or solicitation is not qualified to do so. The securities offered on this Republic Platform can only be marketed in certain jurisdictions only. You acknowledge and agree that it is solely your responsibility to be aware of and to observe all the applicable laws and regulations of any relevant jurisdiction, including the one in which you reside. You should satisfy yourself before accessing the Republic Platform that we would be allowed to advertise investment products to you under the law of the jurisdiction in which you reside. Subscriptions to invest in any Investment Opportunity referred to on this Republic Platform must only be made on the basis of the Investment Offering Documents relating to that specific Investment Opportunity.

IX.5.   Republic Core

1. Arbitrator.   Any arbitration between you and Republic Core will be governed by the Federal Arbitration Act and the Commercial Dispute Resolution Procedures and Supplementary Procedures for Consumer Related Disputes (collectively, " AAA Rules ") of the American Arbitration Association (" AAA "), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879 or by contacting Republic Core. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability or enforceability of this binding arbitration agreement.
2. Notice; Process.   A party who intends to seek arbitration must first send a written notice of the dispute to the other party by U.S. Mail (“Notice”). Republic Core’s address for Notice is: Republic Core LLC, ATTN: Legal Department, Republic, 149 E 23rd St #1314, New York, NY 10010 or by email at legal@republic.co Attn: Legal Department. The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within thirty (30) days after the Notice is received, then you or Republic Core may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Republic Core must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor with a monetary award that exceeds the last written settlement amount offered by Republic Core prior to selection of an arbitrator, then Republic Core will pay you the highest of the following: (1) the amount awarded by the arbitrator, if any; (2) the last written settlement amount offered by Republic Core in settlement of the dispute prior to the arbitrator’s award; or (3) $15,000.