Terms of Service

The website www.IRAClub.com ("Site") is operated by IRA Club, LLC, an Illinois corporation ("IRA Club," "we," or "us"), for the purpose of opening and managing self-directed individual retirement accounts and qualified retirement plan accounts ("Accounts") and alternative investments made through Accounts. The following terms and conditions ("Terms") govern your use of the Site and the infrastructure, software, and services that support it (collectively, the "IRA Club Platform").

These Terms of Service (the "Agreement") form a contract between you (the "User," "you," or "your") and IRA Club. The term "User" in this Agreement includes individuals who use the IRA Club Platform to establish and maintain an Account ("Investors"), individuals (and agents for entities and persons) who offer and sell alternative investments to potential Investors ("Investment Sponsors"), and advisors appointed by Investors to manage Accounts on their behalf ("Advisors"). Specific terms like "Investor," "Investment Sponsor," or "Advisor" may be used when a clause applies only to that category of User.

Please read these Terms carefully. By agreeing to these Terms, including the fee and payment terms below, you are taking a required step to register and use the IRA Club Platform. If you do not agree to these Terms, you should leave this Site.

You understand that by checking the box and clicking the "Accept" button, you are agreeing to be bound by this Agreement. If you agree to this Agreement on behalf of an entity, you represent and warrant that you have the authority to bind that entity to this Agreement. In that event, "you" and "your" will refer and apply to that entity.

1. Users

The IRA Club Platform is available only to individuals who are at least eighteen (18) years old and legal entities otherwise capable of forming legally binding contracts under applicable law. For Investors, the IRA Club Platform is available only to United States residents. You agree to use the Site, IRA Club Platform, and information solely for their intended purpose. You will not engage in any activity that interferes with or disrupts the Site's functioning. You also agree to comply with all applicable laws related to your use of this Site and the IRA Club Platform. You represent and warrant that all information you provide to us through the IRA Club Platform or otherwise is truthful and accurate.

We may assign you a User ID. You are solely responsible for ensuring and maintaining the secrecy and security of your login credentials. You must immediately notify us if you suspect that your password has been lost or stolen. By using your IRA Club User account, you acknowledge and agree that IRA Club's account security procedures are commercially reasonable.

2. Fees and Payment

Fees: IRA Club charges Investors a fee to establish and maintain an Account and for transactions initiated. You acknowledge that you have reviewed the IRA Club Fee Schedule that published fees may apply to an account established on the IRA Club Platform based on the terms provided there. Fees, which include but are not limited to account, service, and/or trade fees, cover administration, use of the IRA Club Platform, and custodial costs, and do not represent a sales commission. Unless otherwise noted in the payment section of the Site, Fees exclude any applicable sales, use, excise, or similar taxes, which are your responsibility.

You authorize IRA Club to perform credit card authorizations on all credit cards you provide, to store credit card details as your payment method, and to charge your credit card (or any other payment method authorized by IRA Club or mutually agreed upon). You further authorize us to automatically charge your payment method(s) annually for any Account Fees or more frequently as fees may apply. You acknowledge that IRA Club reserves the right to modify Fees and pricing terms prospectively at any time, at the IRA Club's discretion, upon notice.

You may close your account at any time by contacting Customer Support by phone at 312-795-0988. All payments due before we receive your cancellation notice are non-cancellable, payable in full, and non-refundable. Your access to the IRA Club Platform and services will continue for the remainder of any applicable prepaid term. You will not be charged for Account Fees that would otherwise come due after the cancellation date, other than account closing fees or other charges incidental to services performed in connection with closing your account.

Non-payment: If you fail to pay any Fee or other amounts due under this Agreement, whether by canceling your credit card, initiating an improper chargeback, or any other means, your IRA Club account may be suspended, no additional payments or other transactions may be processed, and any work in progress may be stopped. Assets in your Account may also be liquidated or distributed in accordance with applicable law. Without limiting other available remedies, you will be liable to reimburse IRA Club for amounts due upon demand, plus any applicable processing fees, charges or penalties, plus interest at the lesser of ten percent (10%) per month or the maximum allowed by law, plus attorneys' fees and other costs of collection as allowed by law. In its discretion, to the extent permitted by law, IRA Club may set off amounts due against other amounts received from or held for you, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.

3. Role of IRA Club

Accounts can be used to invest in private placements, promissory notes, real estate, cryptocurrency, precious metals, and other alternative investments. All investments held in an Account opened through the IRA Club Platform are maintained by one or more third-party custodians (each, the "Custodian"), whose services are governed by separate terms and conditions. You agree that the Custodian of your investments may change from time to time, and your agreement with a Custodian may be assigned to a new Custodian as long as IRA Club acts as agent for such Custodian. The IRA Club Platform and related services are provided subject to your acceptance of and continuing compliance with the Custodian's terms and conditions of service.

Investors, their Account Custodians, and Investment Sponsor can use the IRA Club Platform to receive and exchange records and initiate transactions with one another. IRA Club is NOT a registered or licensed broker, dealer, broker-dealer, funding portal, investment advisor, or investment manager in the United States or elsewhere. The Custodian may delegate certain administrative functions to the IRA Club as a third-party administrator and agent of the Custodian. Investments in Accounts will be made, and assets in each Account will be titled and held, in the name of IRA Club, Custodian, and this refers to IRA Club as agent for the Custodian for the benefit of the Investor's Account. However, IRA Club is not a custodian or trustee. As such, IRA Club is not acting as a fiduciary for any investor or user, and IRA Club disclaims any broker-client, trustee-client, or adviser-client relationship with any party using this Site, the IRA Club Platform, and related services.

IRA Club makes no representation as to the completeness or accuracy of the information provided by any Investment Sponsor or third party on the IRA Club Platform. IRA Club does not endorse or represent the reliability or accuracy of any content or information distributed through or accessed from the IRA Club Platform and has not performed any investigation into such information. By using the IRA Club Platform, each Investor acknowledges and agrees that IRA Club does not provide any representation, warranty, or assurance of any kind with respect to the nature, quality, validity, or legality of any information posted to the IRA Club Platform or offering of securities by any Investment Sponsor. IRA Club shall have no liability for any investment decisions made based upon such information. Any reliance upon any content or information distributed through or accessed from the IRA Club Platform is at the User's sole risk.

4. Responsibilities of Investor

IRA Club does not provide legal, accounting, or tax advice. Investors should consult their own legal, accounting, and tax advisors before using Accounts or investing in alternative assets. IRA Club is not an investment advisor. No communication by IRA Club or its employees, agents, or representatives, through the IRA Club Platform, by phone, or otherwise, should be construed as a recommendation of any security offering, Investment Sponsor, investment, or asset. Instructional and informational content and forms at this Site are for educational and administrative purposes only and are not intended as investment advice.

The IRA Club Platform is intended only for investors who fully understand and are willing to accept the considerable risk associated with private investments and the management of Accounts. Companies offering private equity and debt securities tend to be in earlier stages of development, provide limited financial information to investors, and have not yet been fully evaluated in the public marketplace. Investing in such securities and other alternative investments can be very risky, and investors must be able to afford to lose their entire investment. There is often no public market or ready means to sell or liquidate investments in Accounts. These investments may be subject to holding period requirements and other transfer and sale restrictions and generally are intended to be long-term commitments. Certain of these investments may be offered by Investment Sponsors only to investors who are "accredited investors," and you represent and warrant that any information submitted by you through the IRA Club Platform regarding your status as an accredited investor will be true and correct.

Investors are responsible for conducting their own due diligence regarding investments managed through IRA Club and the parties with whom investors entrust their funds and do business. Moreover, Investors are responsible for coordinating with an Investment Sponsor, or any entity offering private investments or cryptocurrencies, the receipt of any information or offer to act that affects their rights in an investment purchased on the IRA Club Platform; provided, however, that Investor will direct IRA Club to execute any investment-related agreements, by and through the Custodian. Investor understands and acknowledges that IRA Club does not possess and explicitly disclaims any duty to provide or otherwise explain any investment document to an Investor, regardless of receipt of such information from an Investment Sponsor. Neither IRA Club nor any of its directors, officers, stockholders, employees, representatives, affiliates, agents, or advisors shall have any liability whatsoever arising from or for any error or incompleteness of fact or opinion in, or lack of care in the preparation or publication of, the materials transmitted through or posted on this Site or through the IRA Club Platform. The information on this Site does not constitute an offer of, nor the solicitation of an offer to buy or subscribe for, any securities to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful.

Important Information for Opening a New Account: You understand and agree that to comply with the USA PATRIOT ACT, IRA Club has adopted a Customer Identification Program. You agree to provide the personal information requested by IRA Club to comply with this program, including your name, address, date of birth, and tax identification number, and, upon request, to provide a readable copy of an unexpired, photo-bearing, government-issued identification (e.g., driver license or passport).

5. Responsibilities of Investment Sponsors

Each Issuer is solely responsible for ensuring that its offering of any investment or securities complies with all applicable statutes, laws, ordinances, regulations, rules, codes, injunctions, judgments, decrees or orders of any United States or foreign, federal, state, local, municipal or other governmental, regulatory or administrative authority, agency or commission or any judicial or arbitral body, or anybody duly authorized to exercise any administrative, judicial, executive, legislative, police, regulatory or taxing authority power or authority of any of the foregoing ("Applicable Law"). Each Investment Sponsor is solely responsible for the material and information such Investment Sponsor (and Users on its behalf) posts on the IRA Club Platform and, by posting such material and information, the Investment Sponsor represents that: (i) it has complied with all Applicable Laws in all material respects; and (ii) such material and information are true and correct in all material respects. Moreover, upon the execution of any offering documents through the IRA Club Platforms, Investment Sponsors shall provide Investors directly with any and all information and documentation necessary for an Investor to understand their rights and privileges in an investment, as well as provide the Investor the opportunity to direct IRA Club to execute any conversion, assignment, or other follow-on investment activity the Investment Sponsor may provide to its investors. Investment Sponsor understands and acknowledges that IRA Club does not possess and explicitly disclaims any duty to provide or otherwise explain any investment document to an Investor, regardless of receipt of such information. By accessing and using the IRA Club Platform, each Investment Sponsor agrees to indemnify, defend, and hold harmless IRA Club and its affiliates, and their respective officers, directors, employees, agents, representatives, and advisors, and each of their respective successors and assigns, from and against any and all claims, actions, losses, expenses, damages, and costs (including reasonable attorneys' fees), resulting from or relating to any offering or violation of Applicable Law by such Investment Sponsor or its employees, agents, or affiliates.

6. Responsibilities of Advisors

Advisors will act in accordance with a separate agreement that will appoint them to, among other things, direct and manage all investments in connection with an individual retirement account established for the benefit of an Investor. Advisors are responsible for complying with applicable statutes, laws, ordinances, regulations, rules, codes, injunctions, judgments, decrees or orders of any United States or foreign, federal, state, local, municipal or other governmental, regulatory or administrative authority, self-regulatory organization, agency or commission, or any judicial or arbitral body, anybody duly authorized to exercise any administrative, judicial, executive, legislative, police, regulatory or taxing authority power or authority of any of the foregoing ("Applicable Law"). Each Advisor acknowledges that they will be bound by the terms of any appointment agreement executed by and among the Advisor, IRA Club, and an Investor and agrees to execute, or cause to be executed, any other agreements, powers of attorney, or authorization necessary to accept the authority granted to the Advisor in any such appointment agreement.

7. Links to Other Websites

We may display the name and logo of Investment Sponsors, business partners, or other third parties, and provide links to their respective websites, within the IRA Club Platform, including on the Site. Investment Sponsors hereby authorize such use of their names, logos, and website links. Any logos or other third-party trademarks are and remain the property of their respective owners. By clicking on a link, logo, or other item, please note that you may no longer be on the Site. We make no representation or warranty and assume no liability for any Issuer or such third party, linked site, any third-party investment, product, service, or the actions or omissions of its owners or operators. We encourage you to read the posted privacy statement of that website before interacting with it. Although we may have a relationship with a linked site or its owner, we will not be responsible for the content, accuracy, or operation of the linked site. IRA Club also does not verify or guarantee that information provided by any Investment Sponsor or third party through the IRA Club Platform, including any company offering securities, is accurate or complete or that the pricing or valuation of an investment is accurate or appropriate.

8. Right to Use Your Submitted Comments and Other Content

If you post a testimonial, comment, suggestion, survey answer, review, or other feedback or content (collectively, "Content") to any publicly-available part of our website or platform, or to another public website or media platform where Content about your use of our Services may be collected, or if you provide Content about your use of our Services through any webpage, electronic communication, or form that indicates your Content may be used for promotional or marketing purposes, then (1) you agree we may use your Content in a number of different ways, including by publicly displaying it, reformatting it, incorporating it into advertisements and other works, creating derivative works from it, and allowing others to do the same in connection with the promotion or distribution of our Services through third-party sites or platforms, and (2) you irrevocably grant us world-wide, perpetual, non-exclusive, royalty-free, assignable, sublicensable, transferable rights to use the Content you post or provide for any purpose. The word "use" here means and includes to use, copy, publish in any form or media, publicly perform and display, aggregate, reproduce, distribute, modify, edit, exclude, translate, process, commercialize, and prepare derivative works from.

9. Ownership

IRA Club is only providing you with the right to access and use the Site and IRA Club Platform. As between the parties, IRA Club retains sole and exclusive ownership of and all right, title, and interest in and to the Site and IRA Club Platform (including ownership of all copyright, patent, trademark, trade secrets, and other intellectual property interests) and to all modifications and enhancements. You will not gain any ownership or other right, title or interest in or to them by reason of this Agreement, your use of the Site or IRA Club Platform, or otherwise. IRA Club® is a registered trademark of IRA Club (Illinois Entity). IRA Club reserves all rights in and to the Site and IRA Club Platform not expressly granted under these Terms.

Investment Sponsors and Advisors may reference the IRA Club as their preferred provider of individual retirement account services and/or to market IRA Club as a funding method for alternative investments on websites maintained by the User. Use of the IRA Club name, logo, and other branding is subject to receipt of IRA Club's brand guide, the receipt of which shall grant the user a limited, non-exclusive, worldwide, royalty-free license to use the information provided in the brand guide. The limited license provided herein shall expire upon the earlier of 1) IRA Club's explicit notice of revocation to the User; 2) the close of the Investment Sponsor's offering accessible through the IRA Club Platform; or 3) the termination of the use of the Site or IRA Club Platform.

Unless otherwise provided herein, you shall not remove, modify, or copy any IRA Club or third-party trademarks or copyright notices accessed through or incorporated into the Site or IRA Club Platform. All third-party marks and works are the properties of their respective owners and may be used by you only in connection with the use of the Site and for no other purpose whatsoever. You may not reverse engineer, modify, or de-compile any of the technology that we make available to you.

10. Copyright Notices

We will not knowingly publish content in violation of applicable copyright law. If you believe content has been displayed, reproduced, printed, or otherwise distributed by us through this website in violation of any third-party copyright, please notify us in writing. Send your notice to P.O. Box A3535, Chicago, IL 60690, attention: President, and include the following:

• Electronic or physical signature of a person authorized to act for the copyright owner
• Description of the copyrighted work
• Description of where the infringing content is located on this website
• Your office or home address, telephone number, and email address
• A statement of good faith belief that the use of the work is not permitted by the copyright owner, and
• A statement under penalty of perjury that the above is true and you are authorized to act for the owner.

11. Privacy Policy

Please see our Privacy Policy for details regarding the manner in which we collect and use information about you. By accepting this Agreement and creating an IRA Club account, you are also confirming that you have read, understand, and agree to the Privacy Policy.

12. Warranty Disclaimer

IRA CLUB MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, SERVICES, IRA CLUB PLATFORM OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IRA CLUB DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IRA CLUB DOES NOT WARRANT OR GUARANTEE THAT USE OF THE SITE, SERVICES, OR IRA CLUB PLATFORM WILL BE ERROR-FREE, OR THAT IT WILL RESULT IN ANY INCOME, GAIN, TAX TREATMENT OR OTHER BENEFIT TO YOU OR ANY THIRD PARTY.

13. Limitation of Liability

IN NO EVENT WILL IRA CLUB BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, INDIRECT OR PUNITIVE DAMAGES OR COSTS OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF CAPITAL, LOSS OF DATA, LOSS OF USE, COST OF COVER, LITIGATION COSTS, TAXES, PENALTIES OR INTEREST, REGARDLESS OF THE BASIS OR LEGAL THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF IRA CLUB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS. THE LIABILITY OF IRA CLUB TO ANY USER OR ACCOUNT BENEFICIARY FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES RECEIVED BY IRA CLUB FROM THE USER WITHIN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THESE LIMITATIONS SHALL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF IRA CLUB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

14. Indemnification

You agree to indemnify, defend, and hold harmless IRA Club, its owners, directors, officers, employees, representatives, and agents (each an "Indemnified Party") from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to your use of this Site or the IRA Club Platform, our reliance on instructions from you, or your breach of any of these Terms.

15. Termination

We may terminate your use of the Site and IRA Club Platform at any time without cause. After termination, this Agreement will continue to apply to any obligations incurred or arising prior to termination.

16. Amendments

IRA Club may amend this Agreement at any time by posting a revised version on the Site. Your continued use of the Site will be evidence of your agreement to the changes. Your access to and use of the IRA Club Platform is also governed by information, guidelines, policies, and separate agreements made available on the Site. To the extent that there are any conflicts between the terms of this Agreement and the Site, the terms and conditions of this Agreement will govern.

17. Governing Law

This Agreement and any controversy, dispute, or claim arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of law provisions. We make no representation that the materials or the content available in this Site are appropriate or available for use in all locations. You agree to comply with any local laws that apply to your access and use of this Site or the IRA Club Platform.

18. Notices

You may send notices to us at P.O. Box A3535, Chicago, IL 60690. We may send notices to you at your postal or e-mail address, or by posting a message on this Site.

19. Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be enforced to the maximum extent permitted, and the remainder of this Agreement will continue in effect.

20. Waiver

The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party's right to later enforce or exercise it.