Terms of Service

1. About these Terms

These Terms of Service ("Terms") govern your use of the website and member platform (together, the "Platform") operated by Invest LLC, a limited liability company organised under the laws of the State of California ("Invest LLC", "we", "us", "our").

Invest LLC

10880 Wilshire, 94024 Los Angeles

[GENERAL EMAIL]

By creating an account, purchasing a membership, or otherwise using the Platform, you agree to these Terms. If you do not agree, do not use the Platform.

2. What Invest LLC is, and what it is not

Invest LLC operates a private investment club. Membership provides access to educational content, industry insight, introductions to independent professional advisers, member events, and information about private investment opportunities sourced by Invest LLC and its network.

Invest LLC is not, and does not hold itself out to be:

a registered broker-dealer;

a registered investment adviser;

a bank, custodian, or trust company;

a funding portal registered under Regulation Crowdfunding; or

a provider of legal, tax, accounting, or personalised investment advice.

Nothing on the Platform constitutes an offer to sell, or the solicitation of an offer to buy, any security. Investment opportunities are offered exclusively through separate offering documents provided directly to eligible members and are governed by those documents rather than by these Terms.

Membership is a subscription to content, network access, and services. It is not an investment, confers no ownership interest in Invest LLC, and does not entitle you to participate in any particular investment opportunity.

3. Eligibility and your account

3.1 Capacity. You must be at least 18 years of age and legally capable of entering into a binding contract.

3.2 Accuracy. You agree to provide accurate, current, and complete information when creating your account and to keep that information up to date. This includes your country of residence and your investor status declaration.

3.3 Personal to you. Accounts may not be shared, transferred, or sold. You are responsible for maintaining the confidentiality of your login credentials and for all activity carried out under your account.

3.4 Suspension and termination. We may suspend or terminate any account where we reasonably believe that false information has been provided, that these Terms have been breached, or that continued access presents a risk to Invest LLC or to other members.

4. Membership and fees

4.1 Tiers. The Platform offers a free account and one or more paid membership tiers. The features included in each tier are described on the Platform and may change from time to time. We will give reasonable advance notice of any material change to a paid tier.

4.2 Fees. Paid membership is billed at the rate displayed at the time of purchase, monthly or annually as selected. Fees are charged in advance and are exclusive of any applicable taxes.

4.3 Credit against investment. Where a member makes a qualifying investment, membership fees paid may be credited against that investment on the terms stated on the Platform at the relevant time. Any such credit is capped at twelve months of membership fees. The credit is a commercial arrangement between you and Invest LLC and forms no part of the terms of any investment.

4.4 Cancellation. You may cancel a paid membership at any time. Cancellation takes effect at the end of the current billing period. Except where required by law, fees already paid are not refunded.

4.5 Renewal. Paid memberships renew automatically at the end of each billing period unless cancelled beforehand.

5. Investor status

5.1 Declaration. When you apply for membership you will be asked to declare your investor status. In the United States this refers to whether you meet the definition of an "accredited investor" under Rule 501 of Regulation D of the Securities Act of 1933. In the European Economic Area and the United Kingdom it refers to whether you qualify as a professional or qualified investor under applicable local law.

5.2 Your responsibility. You confirm that any declaration you make is accurate and complete, and that you will notify us promptly if your circumstances change. We may ask you to confirm your status again from time to time.

5.3 Reliance. Invest LLC relies on your declaration when determining which opportunities may be shown or made available to you. We do not independently verify self-certified declarations at the point of membership. Providing false or misleading information is your responsibility and may carry legal consequences.

5.4 Verification before investment. Where you proceed towards an investment, your status will be verified through the process applicable to that opportunity before any subscription documents are signed.

5.5 Membership is unaffected. Your investor status does not affect your access to membership content, the expert network, events, or any other non-investment benefit of membership.

6. Investment opportunities

6.1 Information only. Information about companies, properties, works, or other assets displayed on the Platform is provided for information purposes only. It does not constitute a recommendation, an offer, or an inducement to invest.

6.2 Separate documentation. Any investment is made under separate legal documentation, which may include a subscription agreement, an operating agreement, a term sheet, and a non-disclosure agreement. Those documents govern the investment. Where they conflict with these Terms, those documents prevail.

6.3 Separate vehicles. Investments are made through vehicles formed for a specific opportunity. Each such vehicle is a distinct legal entity with its own terms, its own fee structure, and its own bank account. An investment in one vehicle confers no interest in any other vehicle or in Invest LLC itself.

6.4 Eligibility and allocation. Access to any particular opportunity may be limited by your investor status, your jurisdiction, the number of participants permitted under applicable securities law, available allocation, or other factors. We may decline to make an opportunity available to you and are not obliged to give reasons.

6.5 Risk. Private investments carry substantial risk, including the risk of total loss of capital. They are typically illiquid, may produce no distribution, and the past performance of any investment is not a guide to future results. Nothing on the Platform constitutes a promise, projection, or guarantee of any financial outcome.

6.6 Our review. Invest LLC conducts its own review of opportunities before presenting them to members. That review is conducted for our own purposes. It does not replace your own judgement or that of your advisers, and you remain responsible for your investment decisions.

7. Confidentiality

7.1 Detailed information concerning an opportunity — including memoranda, financial models, contracts, and data room contents — is confidential.

7.2 By requesting access to such information you agree that you will not disclose it to any third party, will use it solely to evaluate a potential investment, and will not use it to compete with, solicit, or approach the subject company or its counterparties directly.

7.3 These obligations survive the termination of your membership and continue for three years from the date of disclosure.

7.4 Where a separate non-disclosure agreement applies to a specific opportunity, that agreement governs and takes precedence over this section.

8. Content and intellectual property

8.1 Ownership. All content on the Platform — including written modules, video, audio, briefings, artwork, branding, and software — is owned by Invest LLC or licensed to us and is protected by intellectual property law.

8.2 Your licence. We grant you a personal, non-exclusive, non-transferable, revocable licence to access and view member content for your own use for as long as your membership remains active.

8.3 Restrictions. You may not copy, download (except where a download function is provided), redistribute, publish, sell, or otherwise share member content, including by sharing your login credentials. You may not use our content to train any machine learning or artificial intelligence system.

8.4 Third-party content. Some content is produced by, licensed from, or republished with the permission of third parties. Views expressed by guests, contributors, or partner professionals are their own and are not those of Invest LLC.

8.5 Your submissions. If you submit questions, feedback, or material for use in our content, you grant us a non-exclusive, royalty-free, worldwide licence to use it in connection with the Platform. You confirm that you have the right to grant that licence.

9. The expert network

9.1 Invest LLC introduces members to independent third-party professionals, which may include accountants, lawyers, real estate specialists, and other advisers.

9.2 These professionals are independent. They are not employed by, controlled by, or agents of Invest LLC. Any engagement is a direct contract between you and that professional on their own terms.

9.3 Invest LLC does not provide legal, tax, accounting, or investment advice, does not supervise the advice given by these professionals, and is not responsible for that advice or its consequences.

9.4 We may receive a fee, referral payment, or other benefit in connection with an introduction. Where we do, we will disclose it.

10. Events

Member events are subject to capacity, may carry a separate charge, and may be cancelled or rescheduled. Attendance is at your own risk. Discussions at member events are confidential unless expressly stated otherwise.

11. Acceptable use

You agree not to:

provide false or misleading information, including as to your investor status;

share your account or member content with any other person;

use the Platform to market your own products or to solicit other members without our prior written permission;

attempt to access any part of the Platform you are not authorised to access;

scrape, crawl, or otherwise automate access to the Platform;

upload or transmit anything unlawful, defamatory, or malicious; or

use the Platform in breach of any applicable law, regulation, or sanctions regime.

12. Disclaimers

12.1 The Platform is provided on an "as is" and "as available" basis. We do not warrant that it will be uninterrupted, error-free, or secure.

12.2 Information published on the Platform, including information about companies and opportunities, is believed to be accurate at the time of publication but may become out of date. We make no warranty as to its accuracy or completeness.

12.3 To the fullest extent permitted by law, we disclaim all warranties, express or implied, including those of merchantability, fitness for a particular purpose, and non-infringement.

13. Limitation of liability

13.1 To the fullest extent permitted by law, Invest LLC and its members, managers, officers, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profit, revenue, data, or investment value arising from your use of the Platform.

13.2 Our total aggregate liability arising out of or relating to these Terms shall not exceed the total membership fees paid by you to Invest LLC in the twelve months preceding the event giving rise to the claim.

13.3 Nothing in this section limits liability in respect of investment losses, which are governed by the documentation applicable to the relevant investment, nor liability for fraud, wilful misconduct, or any liability that cannot lawfully be excluded.

14. Indemnity

You agree to indemnify and hold harmless Invest LLC and its personnel against any claim, loss, or expense (including reasonable legal fees) arising from your breach of these Terms, any misrepresentation of your investor status, or any misuse of confidential information.

15. If Invest LLC ceases to operate

If Invest LLC ceases to operate the Platform, your membership will end and no further fees will be charged.

Any investment you hold through a separate vehicle is unaffected by the closure of the Platform. Each vehicle exists as its own legal entity, holds its own assets and its own bank account, and will be wound down in accordance with its own operating agreement and applicable law. We will provide members with the records reasonably necessary to establish and manage their positions.

16. Changes to these Terms

We may update these Terms from time to time. Where changes are material we will notify members by email or through the Platform before they take effect. Continued use of the Platform after that date constitutes acceptance of the revised Terms.

17. Governing law and jurisdiction

17.1 These Terms are governed by the laws of the State of California, without regard to its conflict of law principles.

17.2 Any dispute arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in Los Angeles County, California, and you consent to the personal jurisdiction of those courts.

17.3 Nothing in this section affects any mandatory consumer rights available to you under the law of your country of residence.

18. General

18.1 Entire agreement. These Terms, together with the Privacy Policy and any documentation applicable to a specific investment, constitute the entire agreement between you and Invest LLC in relation to the Platform.

18.2 Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions continue in full force.

18.3 No waiver. Our failure to enforce any provision does not constitute a waiver of that provision.

18.4 Assignment. You may not assign your rights under these Terms. We may assign ours in connection with a reorganisation, merger, or sale of the business.

18.5 Contact. Questions regarding these Terms may be sent to [GENERAL EMAIL].