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, our Investor 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 valid U.S. bank account
• 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 verification process through Straddle

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 is powered by Straddle, Inc. and includes KYC screening compliant with Section 326 of the USA PATRIOT Act, CIP requirements, and FinCEN's Customer Due Diligence program. AML screening includes OFAC, PEP, global sanctions, and adverse media checks with ongoing monitoring.

3.3 Payment Services Agreement

Before initiating any ACH transaction, you must agree to our Payment Services Agreement, which authorizes RepInvest to initiate electronic fund transfers on your behalf through Straddle's payment network.

3.4 Investor Agreement

Before investing, you must also agree to our Investor Agreement, which sets out the terms of your investment in RepInvest, LLC, including capital contributions, withdrawal rights, fees, and risk acknowledgments.

3.5 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 daily. NAV per unit = total fund value ÷ total units outstanding, recorded each business day. Unit issuance is at NAV on your deposit settlement date.

4.2 ACH Transactions

All deposits and withdrawals are processed via ACH through Straddle, Inc., RepInvest's embedded payment processor. ACH transactions typically settle within 1–3 business days for deposits. RepInvest does not guarantee settlement timelines.

4.3 Bank Linking

Bank account linking is provided through Plaid Technologies, Inc. Plaid generates a processor token shared with Straddle to create a Paykey — a secure payment credential used for ACH processing. 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 ACH settlement time
• 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, Straddle, Plaid, and Morgan Stanley

6. Deposits & Withdrawals

6.1 Minimum Deposit

Minimum deposit is $100 USD. Deposits must be made from a verified U.S. bank account linked to your account.

6.2 Deposit Processing

Upon initiating a deposit, Straddle initiates an ACH debit from your linked bank account. Deposits are marked “processing” until ACH settlement is confirmed. Units are issued at the NAV on the settlement date, which may differ from the NAV on the initiation date.

6.3 Withdrawal Requests

Withdrawal requests are subject to administrator review before processing. Depending on the underlying investments selected by the Custodian, withdrawals are typically available on a periodic basis and may be subject to early-withdrawal penalties or fees. RepInvest reserves the right to delay or decline withdrawals in extraordinary circumstances.

6.4 Unit Redemption

Units are redeemed at the NAV on the settlement date of the outbound ACH transfer via Straddle.

6.5 Failed Transactions

If an ACH transaction fails or is returned by your bank, your account may be restricted pending investigation. You may be responsible for associated fees.

7. Fees & Charges

Investors bear their pro rata share of the advisory, management, custodial, and transaction fees charged by the Custodian, along with reasonable administrative expenses of the fund entity. Fees are reflected in the daily NAV.

• Advisory Fees: Advisory fees for nearly all funds in which RepInvest invests are a total of 1% or less of the amount invested per annum
• Administrative Expenses: Reasonable accounting, tax preparation, legal, compliance, banking, and operational costs of running the fund entity
• Custodial & Transaction Fees: Fees charged by the Custodian for holding and transacting fund assets
• No Performance Fees: The Managing Members do not receive performance-based compensation unless separately disclosed to you in writing
• Maximum Annual Fees: The variable fund entity fees combined with the advisory fees from the Custodian shall not exceed 2% of the total amount invested per annum

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 the laws of the State of Illinois. Disputes are subject to the exclusive jurisdiction of the state and federal courts located in Illinois. 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