Terms of Use

1. Acceptance of Terms

By accessing or using the RepInvest platform (“Platform”), you agree to be bound by these Terms of Use (“Terms”), our Privacy Policy, our Payment Services Agreement, and our Investment Disclosures (collectively, the “Agreement”). If you do not agree to these Terms, you may not access or use the Platform.

2. Eligibility

To use the Platform, you must:

• Be at least 18 years of age
• Be a United States resident with a U.S. bank account able to send and receive domestic wire transfers
• Have a valid Social Security Number or Individual Taxpayer Identification Number
• Not be a person barred from receiving services under U.S. law
• Not be on any U.S. government list of prohibited or restricted parties
• Successfully complete our KYC identity verification process

3. Account Registration

3.1 Account Creation

You must provide accurate, complete, and current information. You are responsible for maintaining the confidentiality of your credentials and all activities under your account.

3.2 KYC Verification

All investors must complete identity verification before making deposits. Verification includes KYC screening compliant with Section 326 of the USA PATRIOT Act, CIP requirements, and FinCEN's Customer Due Diligence program.

3.3 Payment Services Agreement

Before making any deposit, you must agree to our Payment Services Agreement, which governs wire deposits and electronic fund transfers in connection with your account.

3.4 One Account Per Person

Each individual may maintain only one investor account. Multiple accounts are prohibited and may result in immediate termination.

4. Platform Description

RepInvest provides access to the RepInvest Growth Fund, a pooled investment vehicle that issues NAV-priced units to investors. The Fund is custodied with Morgan Stanley.

4.1 NAV Pricing

Fund units are priced weekly. NAV per unit = total fund value ÷ total units outstanding. Units are issued at the next official Friday NAV after your wire is received, using the 4:00 pm New York time on the pricing day cutoff. A daily indicative figure may be shown for information; nothing is priced against it.

4.2 Deposits & Withdrawals

Deposits are made by wire transfer to the RepInvest Morgan Stanley account. Withdrawals are processed manually by fund administrators and wired to the investor's bank account. RepInvest does not guarantee processing timelines.

4.3 Bank Linking

Bank account linking is provided through Plaid Technologies, Inc. Plaid generates a token for bank ownership verification. By linking your bank account, you agree to Plaid's End User Privacy Policy. Your banking credentials are never stored on RepInvest systems.

5. Investment Risk

• Market Risk: Fund asset values may decline
• Liquidity Risk: Withdrawals require admin approval and manual wire processing
• Concentration Risk: The Fund may hold concentrated positions
• Regulatory Risk: Changes in law may affect the Fund
• Operational Risk: Technology failures or cybersecurity incidents could affect your account
• Counterparty Risk: Risk associated with banking partners, Plaid, and Morgan Stanley

6. Deposits & Withdrawals

6.1 Minimum Deposit

Minimum deposit is $500 USD. Deposits are made by wire transfer to the Fund's custody account at Morgan Stanley Smith Barney LLC.

6.2 Deposit Processing

Upon initiating a deposit, you wire funds directly to the RepInvest Morgan Stanley account. Deposits are marked “pending” until admin confirms wire receipt. Units are issued at the next official Friday NAV after your wire is confirmed received, using the 4:00 pm New York time on the pricing day cutoff.

6.3 Withdrawal Requests

Withdrawal requests are subject to administrator review before processing. RepInvest reserves the right to delay or decline withdrawals in extraordinary circumstances.

6.4 Unit Redemption

Approval authorises your withdrawal. Units are redeemed at the next official weekly NAV after approval, and the wire is sent after that.

6.5 Failed Transactions

If a wire is not received within a reasonable timeframe after submission, please contact support. Your account may be reviewed pending investigation.

7. Fees & Charges

• Management Fee: Annual fee based on AUM, reflected in the weekly official NAV
• Performance Fee: The Fund does not charge a performance fee.
• Combined fee cap: A combined annual cap of 2% of the total amount invested, covering RepInvest’s variable LLC fees and Morgan Stanley’s advisory fees together.
• Transaction Fees: RepInvest charges no deposit or withdrawal fee. Your own bank may charge a wire fee.

All fees are disclosed at account opening. RepInvest will provide advance notice of fee changes.

8. Prohibited Conduct

You agree not to:

• Provide false or misleading information during registration or at any time
• Attempt to circumvent KYC or AML requirements
• Use the Platform for money laundering, fraud, or any unlawful purpose
• Attempt to gain unauthorized access to any part of the Platform
• Interfere with Platform integrity or performance
• Create multiple accounts or share account credentials
• Violate any applicable law, regulation, or third-party rights

9. Intellectual Property

All Platform content is the property of RepInvest or its licensors. You are granted a limited, non-exclusive, non-transferable license to access the Platform for personal investment purposes only.

10. Disclaimers

THE PLATFORM IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND. RepInvest is not a registered investment adviser, broker-dealer, or financial planner. Nothing on the Platform constitutes investment advice.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, REPINVEST SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. REPINVEST'S TOTAL LIABILITY SHALL NOT EXCEED THE GREATER OF FEES PAID IN THE PRIOR 12 MONTHS OR $100.

12. Indemnification

You agree to indemnify RepInvest from claims arising out of your use of the Platform, violation of these Terms, violation of applicable law, or any false information you provide.

13. Termination

RepInvest may suspend or terminate your account at any time. You may close your account by contacting support@joinrepinvest.com after withdrawing all funds.

14. Governing Law

These Terms are governed by Delaware law. Disputes are subject to exclusive jurisdiction of state and federal courts in Delaware. You waive any right to a jury trial.

15. Changes to Terms

We may modify these Terms at any time with notice. Continued use after changes constitutes acceptance.

16. Contact

• Email: legal@joinrepinvest.com
• Support: support@joinrepinvest.com