Republic's Deal Room Subscription Membership Terms & Conditions

General

The terms and conditions of the Subscription Membership Program (the “Subscription Membership Program”) and the benefits of the Subscription Membership Program are offered at the sole discretion of Republic Deal Room Holdings, LLC (with its affiliates Republic Deal Room Advisor LLC (the “Advisor”) and Republic Deal Room GP LLC (the “General Partner”), collectively, “Republic Deal Room”). Following enrollment, payment of the Subscription Fee and written acceptance of subscription by the Republic Deal Room, the subscriber is then considered a “Member” during the Term. Republic Deal Room reserves the right to amend the terms and conditions of the Subscription Membership Program at any time and such edits, when displayed on the Republic Deal Room platform, shall constitute notice and acceptance of such. Unless specified herein, Member’s interactions with the Republic Deal Room are otherwise governed by the terms and conditions of the Republic Deal Room terms of service, which can be found here, and the parent company of Republic Deal Room Holdings LLC and the general terms of the republic.com website, which are managed by OpenDeal Inc. and can be found here. 

Membership

In exchange for the Subscription Fee, all management fees and carried interest (in each case as defined by the governing documents of the relevant fund) with respect to Eligible Funds will be waived, so long as the Member is a paying member in good standing of the Subscription Membership Program at the time of its participation in the Eligible Fund.  An “Eligible Fund” is a fund offered and sold through the Republic Deal Room platform in which the General Partner is the sole general partner and the Advisor is the sole investment adviser.  In addition to the foregoing, Member will also be eligible for additional benefits, which may include access to the Republic Deal Room VIP Program (which is managed solely by affiliate Republic Core LLC, which has agreed to provide the Republic Deal Room VIP Program’s benefits to Members), priority technical support, exclusive events, merchandise and more. Member acknowledges and agrees that the Subscription Fee is not in exchange for any financial, legal, tax or investment advice or recommendation.  Member further acknowledges that, after the Term expires or it ceases to otherwise be a Member, the former Member will be required to pay management fees and carried interest for all Republic Deal Room funds in which they choose to participate thereafter. 

Eligibility

Only those approved individuals (and such other investment vehicles as Republic Deal Room may approve in its sole discretion) are eligible to qualify as Members of the Subscription Membership Program. To qualify as a Member of the Subscription Membership Program, an individual (or other investment vehicle) must be an accredited investor (“Accredited Investor”) as defined by Rule 501 under the Securities Act of 1933, as amended, and Republic Deal Room or its service providers must be able to verify such person’s Accredited Investor status in a manner prescribed by the rules and guidance of the Securities Exchange Commission (the “SEC”), as determined by Republic Deal Room in its sole discretion. Republic Deal Room may from time to time request, and any Member or prospective Member shall promptly provide, such additional information as Republic Deal Room determines necessary or desirable to verify or re-verify Accredited Investor status. Persons on the OFAC Specially Designated Nationals and Blocked Persons List, and other persons with whom Republic Deal Room is prohibited from conducting business or accepting funds, are also ineligible for the Subscription Membership Program. Republic Deal Room reserves the right to disqualify or remove any person from the Subscription Membership Program if, in its sole discretion, the individual is in or appears to be in direct or indirect violation of these terms and conditions. If a Member is disqualified or removed from the Subscription Membership Program, including disqualification or removal due to the individual not meeting the prescribed Accredited Investor eligibility requirements, any Subscription Fees paid will be forfeited and access to the Subscription Membership Program will be terminated immediately at the discretion of Republic Deal Room, subject to the termination provisions below[, and such disqualified or removed person shall not be eligible for the benefits of the Subscription Membership Program, even if it has invested in an Eligible Fund while it was a Member in good standing].

Payment

Member agrees to pay two thousand four hundred ninety-nine dollars ($2,499.00) (the “Subscription Fee”) subject to any applicable discounts, waivers or promotional rates, in Republic Deal Room’s sole discretion, in exchange for the waiver of payment of the management fee and carried interest on those investments made on the Republic Deal Room platform following enrollment in the Subscription Membership Program. Member authorizes Republic Deal Room to charge Member’s original form of payment, or an updated form of payment as provided by Member for any subsequent Renewal Terms.  

For any payments made by credit card, by providing Republic Deal Room its credit card information, each Member or prospective Member authorizes Republic Deal Room to store its credit card information, and each Member or prospective Member further authorizes Republic Deal Room to charge the full amount to its credit card. Republic Deal Room may charge $1.00 or less against a Member’s or prospective Member’s credit card to test the validity of its credit card account at any time during membership or prior to a charge. Once a credit card account is verified, the small charge will be refunded to such credit card. 

Term and Termination

The term of the Subscription Membership shall continue for one (1) year from the date of payment and enrollment in the Subscription Membership Program (the “Initial Term”) and will automatically renew for successive one (1) year periods (“Renewal Term,” together with the Initial Term, the “Term”), absent thirty (30) days’ prior written notice by Member of cancellation. Republic Deal Room may also cancel the Term, in its sole discretion, if the Member fails to pay applicable Subscription Fees.  Republic Deal Room may also cancel the Subscription Membership Program at any time, in which case any Member will cease to be a Member as of the applicable Term; provided, that if Republic Deal Room cancels the Subscription Membership Program due to applicable law, regulation, action or order, then each Member will cease to be a Member as of the termination of the Subscription Membership Program and Republic Deal Room will return to Members a pro rated portion of its Subscription Fee for the portion of the Term that the program is not available.  

Subject to the foregoing, in the event of termination by either Member or Republic Deal Room prior to the expiration of the relevant Term (other than for failure to pay Subscription Fees or ineligibility to participate in the Subscription Membership Program), Member will have access to the Subscription Membership Program for the duration of the Initial Term or any outstanding Renewal Term. At its sole discretion, Republic Deal Room reserves the right to disqualify or remove any Member’s access to the Subscription Membership Program if, in its sole discretion, the Member is in or appears to be in direct or indirect violation of these Terms & Conditions. 

Restrictions on Use

The benefits granted to Subscriber by these terms and conditions will remain in force and effect until Termination of this Agreement. Subscriber may not transfer, assign, resell or otherwise grant access to the Subscription Membership Program to any other individual or entity, nor may it syndicate or grant participations in any investments in an Eligible Fund such that any non-Member receives the benefits of membership hereunder. Following enrollment, Member may invest on the Republic Deal Room on behalf of themselves or on behalf of an entity solely owned by said Member. Each Member agrees to promptly inform Republic Deal Room in writing if such an entity ceases to be solely owned by such Member.

Limitation on Liability

Republic Deal Room, their respective affiliates, and their respective members, partners, managers, directors, officers, employees, agents and contractors shall not be liable for any indirect, incidental, special, consequential, punitive or exemplary damages resulting from Member’s enrollment and subsequent participation in the Subscription Membership Program. Member’s liability to Republic Deal Room shall be limited to the greater of (a) Subscription Fees and (b) carried interest and/or management fees received by Republic Deal Room that were otherwise subject to the terms and conditions of the Subscription Membership Program. Member acknowledges that it is enrolling in the Subscription Membership Program at will and is solely responsible for any investment decisions made while participating in the Subscription Membership Program. Member acknowledges that Member has no expectation of profit as a result of enrolling in the Subscription Membership Program and that the Subscription Membership Program does not guarantee or provide for any potential investment upside. Member further acknowledges that they are solely responsible for any act of negligence or omission, including damages caused by Member’s misuse of access to the Subscription Membership Program. In the event a subscriber enrolls as a Member in the Subscription Membership Program and is later found to be ineligible, Member agrees to defend, indemnify and hold harmless Republic Deal Room, their respective affiliates, and their respective members, partners, managers, directors, officers, employees, agents and contractors from and against any and all liabilities, claims, costs and expenses that arise out of or in connection with Member’s participation in the Subscription Membership Program as an ineligible individual.   

Disclaimer

The Subscription Fee may be more or less than a Member would have paid in fees to the GP and the Advisor if the Member had paid management fees and carried interest, depending on several factors, including the base terms of the applicable fund, how much the Member has invested in funds as to which the Advisor is the investment adviser and the General Partner is the general partner, the length of time for such a fund to have a liquidity event and the performance of the applicable fund. In addition to the Subscription Fee, Members may continue to bear the cost of other fees and expenses as described in the governing documents for the applicable fund, including an organization fee and certain operating expenses. 

Governing Law

This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.  The “Dispute Resolution” provisions of the Republic Deal Room terms of service are herein incorporated by reference as if all references to Republic Core therein were references to Republic Deal Room herein, which terms of service are available here.  

By enrolling as a Member in the Subscription Membership Program you confirm that you accept the Terms & Conditions contained herein.