Introduction & Parties

This Membership Agreement and Terms of Service (the "Agreement") establishes a legally binding relationship between you ("Member," "you," or "your") and Access by Synergy LLC, a Delaware limited liability company doing business as Allocation Room ("Allocation Room," "we," "us," or "our"). This Agreement governs your access to and use of the Allocation Room private investment community (the "Community"), including all courses, coaching calls, investment presentations, due diligence events, networking forums, and any other content or services provided through the Skool platform, GoHighLevel, or any other medium (collectively, the "Services").

By applying for membership, completing payment, clicking 'I Agree,' or accessing the Community in any manner, you agree to be bound by this Agreement in its entirety. This Agreement incorporates by reference the Non-Disclosure Agreement, Investment Disclosures, Accredited Investor Attestation, and Privacy Policy set forth herein.

All legal notices shall be directed to: help@allocationroom.com. Membership cancellation requests shall be directed to: members@allocationroom.com.

Eligibility & Membership Requirements

Membership in Allocation Room is strictly limited to individuals who meet and continuously maintain all of the following eligibility criteria. By applying to join and completing payment of membership dues, you represent and warrant that you satisfy each requirement at the time of joining and throughout your membership:

2.1  Accredited Investor Status

You must qualify as an "accredited investor" as defined by Rule 501(a) of Regulation D under the Securities Act of 1933, as amended. A formal attestation is required and set forth in Section 4.

2.2  Liquidity Requirement

You represent that you have a minimum of $100,000 in available liquid assets accessible for investment purposes, separate and apart from any primary residence, retirement accounts subject to early withdrawal penalties, or other illiquid holdings.

2.3  Investment Intent

You represent that you have a bona fide intention to invest in at least one private markets transaction — regardless of where you source such opportunity — within the next six (6) to twelve (12) months from the date of your membership.

2.4  Exclusion of Professional Investors & Financial Industry Participants

Allocation Room is designed exclusively for private, individual investors. The following categories of individuals are strictly prohibited from joining or maintaining membership unless explicitly invited in writing by Allocation Room:

• Registered Investment Advisers (RIAs) and Investment Adviser Representatives (IARs) registered with the SEC or any state securities regulator;
• Broker-Dealers and Registered Representatives (RRs) registered with FINRA or any equivalent regulatory body;
• Any individual acting in a fiduciary or brokerage capacity on behalf of another person or entity in connection with investment decisions;
• Compliance officers employed by or affiliated with any RIA, Broker-Dealer, or other regulated financial institution;
• Any individual whose professional activity involves the management, placement, or recommendation of investments on behalf of third parties.

If Allocation Room determines at any time that a member falls within any of the above categories, Allocation Room reserves the right to immediately terminate such membership without refund and to pursue any available legal remedies.

2.5  Continuing Eligibility Obligation

You agree to promptly notify Allocation Room at members@allocationroom.com if your eligibility status changes at any time during your membership, including any change in accredited investor status, liquidity, or professional affiliation. Failure to disclose a change in eligibility is a material breach of this Agreement.

Founding Member Status

Individuals who complete their initial membership application, enrollment and payment on or before March 2, 2026 (the "Founding Member Deadline") shall be designated as "Founding Members" of Allocation Room. Founding Member status is personal, non-transferable, and subject to the following terms:

3.1  Grandfathered Pricing

Founding Members are entitled to maintain their initial discounted membership pricing ("Grandfathered Rate") for the life of their continuous, uninterrupted membership. Any cancellation, voluntary termination, or lapse in payment — regardless of reason — will result in the permanent and irrevocable forfeiture of Founding Member status and Grandfathered pricing. Upon acceptance into the Community after any lapse, the then-current standard rate will apply.

3.2  Annual In-Person Event

Founding Members in good standing shall receive an invitation to attend one (1) annual in-person event hosted by Allocation Room founders. Attendance is subject to availability. Travel, lodging, meals, and all personal expenses are the sole responsibility of the Founding Member. Allocation Room reserves the right to modify the format, location, or timing of the Annual Event at its sole discretion. Allocation Room or sponsors reserve the right to select individual Founding Members to receive travel, lodging, and meals expenses paid for on their behalf.

3.3  Additional Perks

Allocation Room may, at its sole and absolute discretion, provide additional unique benefits, early access features, or perks to Founding Members from time to time. Such perks are not guaranteed, may be modified or discontinued at any time without notice, and do not constitute a contractual obligation on the part of Allocation Room.

3.4  Good Standing Requirement

Founding Member status and all associated benefits are contingent upon the member remaining in good standing under this Agreement. Any violation of this Agreement, including breach of the NDA, prohibited conduct, or termination for cause, will result in the immediate and permanent forfeiture of all Founding Member benefits without refund or compensation.

Accredited Investor Attestation

By completing the membership enrollment process, you hereby make the following representations, attestations, and certifications. You acknowledge that Allocation Room is relying on these representations in permitting your access to the Community and its content.

4.1  Attestation of Accredited Investor Status

You hereby represent, warrant, and certify that you qualify as an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended, by satisfying at least one (1) of the following criteria:

• Income Test: You have had individual income exceeding $200,000 in each of the two most recent calendar years, or joint income with a spouse or spousal equivalent exceeding $300,000 in each of those years, and you have a reasonable expectation of reaching the same income level in the current year;
• Net Worth Test: Your individual net worth, or joint net worth with your spouse or spousal equivalent, exceeds $1,000,000, excluding the value of your primary residence;
• Professional Certification: You hold in good standing a Series 7, Series 65, or Series 82 license or other credential designated by the SEC as qualifying an individual as an accredited investor;
• Knowledgeable Employee: You are a knowledgeable employee of a private fund as defined under the Investment Company Act of 1940;
• Entity: You are investing on behalf of a trust, entity, or organization with total assets exceeding $5,000,000 that was not formed for the specific purpose of acquiring the securities offered, and whose purchase is directed by a sophisticated person.

4.2  Accuracy of Attestation

You represent that the foregoing attestation is true, accurate, and complete as of the date of your enrollment. Providing false or misleading information regarding your accredited investor status is a material breach of this Agreement and may constitute a violation of applicable federal and state securities laws.

4.3  Ongoing Obligation to Update

You agree to promptly notify Allocation Room in writing at help@allocationroom.com if your accredited investor status changes at any time during your membership. Allocation Room reserves the right to request updated verification of your accredited investor status at any time, and your failure to provide such verification within ten (10) business days of a request shall constitute grounds for immediate termination without refund.

4.4  No Verification by Allocation Room

Allocation Room does not independently verify the accredited investor status of its members. Your attestation is self-certified. Allocation Room expressly disclaims any liability arising from a member's misrepresentation of their accredited investor status.

Nature of Services & Investment Disclosures

5.1  Educational Purpose Only

5.2  Not a Registered Investment Adviser or Broker-Dealer

Access by Synergy LLC d/b/a Allocation Room is NOT registered as an Investment Adviser with the SEC or any state securities regulator. Allocation Room is NOT a Broker-Dealer registered with FINRA or any equivalent regulatory body. No member of Allocation Room's leadership, staff, or management team is acting in the capacity of a registered investment adviser, investment adviser representative, broker, or dealer in connection with the Services provided herein.

5.3  No Fiduciary Duty

No fiduciary relationship, advisory relationship, or client relationship of any kind is created between you and Allocation Room, its leadership, employees, contractors, or affiliates by virtue of your membership or participation in the Community. You are solely and exclusively responsible for all of your own investment decisions, due diligence, and financial outcomes.

5.4  No 1:1 Advisory Relationship

Allocation Room does not provide personalized, one-on-one investment advisory services to any member. All coaching calls, Q&A sessions, and interactive sessions are group educational experiences only. Nothing communicated during any coaching call, live session, or private message by any Allocation Room representative constitutes a personalized investment recommendation, financial plan, or advice tailored to your individual circumstances, financial situation, risk tolerance, or investment objectives. You expressly acknowledge and agree that no such advisory relationship exists or will exist.

5.5  Affiliation Disclosure

You acknowledge and understand that members of Allocation Room's leadership, management team, employees, contractors, guest speakers, and other participants in the Community may have existing or future affiliations, relationships, or financial interests with or in investment firms, private equity funds, real estate syndications, venture capital funds, broker-dealers, registered investment advisers, financial institutions, or other entities that may be discussed, presented, or referenced within the Community (collectively, "Affiliated Parties").

Such affiliations may include, without limitation: equity ownership, profit participation, referral fees, placement fees, advisory fees, board positions, employment relationships, or other direct or indirect financial interests. You further acknowledge and agree that:

• Allocation Room does not represent or warrant that all potential conflicts of interest will be disclosed on a deal-by-deal or presentation-by-presentation basis;
• The existence of any affiliation between Allocation Room leadership or staff and a sponsor, fund, or investment opportunity does not constitute an endorsement, recommendation, or guarantee of such opportunity;
• You expressly waive any claim against Allocation Room arising from undisclosed affiliations, conflicts of interest, or financial relationships between Allocation Room personnel and any sponsor, presenter, or investment opportunity featured in the Community, to the fullest extent permitted by applicable law;
• You are solely responsible for conducting your own independent due diligence to identify and evaluate any potential conflicts of interest before making any investment decision.

5.6  Sponsor & Investment Presentation Disclaimer

Allocation Room may from time to time host presentations by or facilitated by third-party sponsors, fund managers, business operators, syndicators, or other investment professionals ("Sponsors"). You acknowledge and agree that:

• Allocation Room does not independently vet, underwrite, audit, verify, or endorse any Sponsor, investment opportunity, fund, or offering presented within the Community;
• The fact that a Sponsor has been permitted to present within the Community does not constitute a recommendation, endorsement, or approval by Allocation Room of such Sponsor or their offering;
• Sponsors may compensate Allocation Room directly or indirectly for access to the Community or its members. Such compensation arrangements, if any, are not required to be disclosed on a per-presentation basis;
• All investment opportunities carry risk, including the risk of total loss of capital. Past performance of any Sponsor or investment is not indicative of future results;
• You are solely responsible for conducting your own independent due diligence on any investment opportunity, including reviewing all offering documents and consulting with your own legal, tax, and financial advisors.

5.7  Due Diligence Events — Disclaimer & Liability Waiver

Allocation Room may facilitate or organize due diligence events, site visits, or in-person meetings with Sponsors or investment professionals ("DD Events"). By attending any DD Event, you acknowledge and agree that:

• Attendance at a DD Event does not constitute investment advice or a recommendation to invest in any opportunity presented at such event;
• Allocation Room is not responsible for the accuracy, completeness, or reliability of any information presented at a DD Event by any Sponsor or third party;
• All travel, lodging, transportation, meals, and other personal expenses associated with attending any DD Event are your sole responsibility;
• You hereby release, waive, and discharge Access by Synergy LLC d/b/a Allocation Room, and its respective officers, directors, members, employees, contractors, and agents from any and all claims, demands, damages, losses, costs, or liabilities of any kind arising from or related to your attendance at any DD Event, including but not limited to personal injury, property damage, travel disruptions, or investment losses;
• This release applies to claims arising from the negligence of Allocation Room to the fullest extent permitted by applicable law.

5.8  No Warranty of Accuracy or Results

Allocation Room makes no representations or warranties, express or implied, regarding the accuracy, completeness, timeliness, or reliability of any information, content, or materials provided within the Community. Allocation Room expressly disclaims any warranty of fitness for a particular purpose, merchantability, or non-infringement. No guarantee of investment returns, financial outcomes, or specific results is made or implied by Allocation Room or any of its representatives.

Member Representations & Warranties

By joining Allocation Room and throughout the duration of your membership, you represent, warrant, and covenant to Allocation Room as follows:

• Legal Capacity: You are at least eighteen (18) years of age and have the full legal capacity, authority, and right to enter into this Agreement and to be bound by its terms;
• Accredited Investor: You are an accredited investor as defined in Rule 501(a) of Regulation D, as attested in Section 4, and your attestation is true, accurate, and complete;
• Liquidity & Intent: You have a minimum of $100,000 in available liquid assets and a genuine intention to invest in a private markets transaction within 6-12 months;
• No Legal Prohibition: You are not subject to any legal, regulatory, or contractual prohibition that would prevent you from joining the Community, accessing investment-related educational content, or making private market investments;
• Not a Prohibited Professional: You do not fall within any of the excluded professional categories defined in Section 2.4, and you are not joining on behalf of or as an agent of any financial institution, fund, or regulated entity;
• Personal Use Only: You are joining Allocation Room for your own personal educational and investment purposes, and not on behalf of any third party, employer, or entity;
• No Misrepresentation: All information you have provided to Allocation Room in connection with your membership application and enrollment is true, accurate, and complete in all material respects;
• Ongoing Compliance: You will promptly notify Allocation Room in writing at members@allocationroom.com of any change in circumstances that would cause any of the foregoing representations to become inaccurate or untrue;
• Independent Decision-Making: You understand that all investment decisions you make are your own, based on your own independent research and due diligence, and are not based on any recommendation or advice from Allocation Room.

Fees, Payments, Auto-Renewal & Cancellation

7.1  Membership Fees

You agree to pay all applicable membership fees as disclosed at the time of your enrollment. All fees are stated in U.S. dollars. Allocation Room reserves the right to modify membership pricing at any time, subject to the Grandfathered Pricing protections afforded to Founding Members under Section 3.1.

7.2  Payment Processing

All payments are processed through Stripe, via Allocation Room's Customer Relationship Management (CRM) platform, or both. By providing your payment information, you authorize Access by Synergy LLC to charge your designated payment method for all applicable membership fees, including recurring charges upon auto-renewal. Your use of Stripe's payment services is also subject to Stripe's Terms of Service and Privacy Policy.

7.3  Auto-Renewal

Your membership will automatically renew at the end of each applicable membership term at the then-current membership rate (or your grandfathered rate, if applicable) unless you timely opt out in accordance with Section 7.4 below. By enrolling, you authorize Allocation Room to charge your payment method on file for each renewal term without further action by you.

7.4  Cancellation Policy

To cancel your membership and opt out of auto-renewal, you must send a written cancellation request via email to members@allocationroom.com clearly stating that you wish to opt out of membership renewal. The following terms apply:

• Pre-Renewal Cancellation: To guarantee that you will not be charged for the next renewal term, your written cancellation request must be received by Allocation Room at least fourteen (14) calendar days prior to your scheduled renewal date. Cancellation requests received fewer than fourteen (14) days before the renewal date may not be processed in time to prevent the upcoming charge, and no refund will be issued for charges already processed.
• Immediate Cancellation with Acknowledgment: If you wish to cancel your membership immediately prior to the end of your current term, you may do so by submitting a written cancellation request to members@allocationroom.com acknowledging that (a) your membership will be terminated immediately, (b) you will lose access to the Community and all associated resources, and (c) no refund will be issued for any unused portion of your current membership term.
• Post-Renewal Grace Period: If a renewal charge has already been processed and you submit a written cancellation request within thirty (30) calendar days of the renewal charge date, Allocation Room may, at its sole discretion, issue a refund of the renewal charge, less a fee for facilitating the request, and terminate your membership. After the 30-day grace period has expired, you will be considered a renewed member for the applicable term and no refund will be issued.
• Effect of Cancellation: Upon cancellation, your access to the Community, all courses, resources, recordings, and other member benefits will be terminated immediately. Founding Member status and Grandfathered pricing will be permanently forfeited upon any cancellation.

7.5  Strict No-Refund Policy

7.6  Chargeback Policy

By enrolling in Allocation Room, you expressly acknowledge that you receive full and immediate access to the Community and its content upon payment, acceptance, and invitation to any and all platforms facilitated by Allocation Room, and that the no-refund policy set forth herein is fair and reasonable. You agree not to initiate any chargeback, payment dispute, or reversal with your payment provider or financial institution except in cases of documented, unauthorized fraudulent use of your payment method. Initiating a chargeback in violation of this Agreement constitutes a material breach and will result in: (a) immediate and permanent termination of your membership; (b) a permanent ban from rejoining Allocation Room; and (c) Allocation Room's right to pursue collection of the disputed amount plus any associated fees, costs, and damages through all available legal remedies.

Non-Disclosure Agreement (NDA)

This Section constitutes a unilateral Non-Disclosure Agreement between you (the "Receiving Party") and Access by Synergy LLC d/b/a Allocation Room (the "Disclosing Party"). By joining the Community, you agree to be bound by the following confidentiality obligations.

8.1  Definition of Confidential Information

"Confidential Information" means any and all information, content, data, materials, or communications that you access, receive, observe, or become aware of in connection with your membership in Allocation Room, including but not limited to:

• Investment deals, opportunities, term sheets, offering memoranda, or financial structures discussed or presented within the Community;
• Sponsor identities, contact information, fund details, or deal-specific information;
• Proprietary research, analysis, spreadsheets, models, tools, templates, or frameworks developed or shared by Allocation Room;
• Course content, coaching call recordings, presentation slides, and all other educational materials;
• The identities, contact information, personal details, investment preferences, or communications of other Community members;
• Internal business strategies, pricing structures, discount arrangements, preferred pricing, or membership terms;
• Any posts, comments, messages, or discussions shared within the Community platform (Skool) or any other medium used by Allocation Room;
• Any information designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

8.2  Non-Disclosure Obligations

You agree that you shall not, directly or indirectly, without the prior express written consent of Allocation Room:

• Disclose, share, publish, distribute, transmit, or otherwise make available any Confidential Information to any third party;
• Use any Confidential Information for any purpose other than your own personal educational and investment purposes within the scope of your membership;
• Take screenshots, screen recordings, photographs, or any other form of digital or physical capture of any content within the Community platform, coaching calls, presentations, or any other Allocation Room medium;
• Reproduce, copy, or distribute any Confidential Information in any format or medium;
• Use Confidential Information to compete with Allocation Room or to assist any third party in competing with Allocation Room.

8.3  Standard of Care

You agree to protect all Confidential Information with at least the same degree of care you use to protect your own confidential information, but in no event less than reasonable care.

8.4  Exceptions

Your confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of your own; (b) was already known to you prior to your membership, as evidenced by written records; or (c) is required to be disclosed by applicable law or court order, provided that you give Allocation Room prompt written notice prior to such disclosure and cooperate with Allocation Room in seeking a protective order.

8.5  Survival

Your obligations under this NDA shall survive the termination or expiration of your membership and shall remain in full force and effect in perpetuity.

8.6  Remedies for Breach

You acknowledge that any breach or threatened breach of this NDA would cause irreparable harm to Allocation Room for which monetary damages would be an inadequate remedy. Accordingly, Allocation Room shall be entitled to seek injunctive relief, specific performance, and any other equitable remedies available, in addition to all other legal remedies, including monetary damages. You agree to waive any requirement for Allocation Room to post a bond or other security in connection with any application for injunctive relief.

Intellectual Property & Content Ownership

9.1  Allocation Room Proprietary Content

All courses, call recordings, video content, audio content, PDFs, spreadsheets, templates, research materials, presentations, and other resources created or provided by Allocation Room (collectively, "Allocation Room Content") are the exclusive intellectual property of Access by Synergy LLC. You are granted a limited, personal, non-exclusive, non-transferable, non-sublicensable license to access and use Allocation Room Content solely for your own personal, non-commercial educational purposes during the term of your active membership. This license terminates immediately upon the termination or expiration of your membership.

9.2  Member-Generated Content

You retain ownership of any original content you create and post within the Community ("Member Content"). However, by posting any Member Content within the Community, you hereby grant Access by Synergy LLC a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, distribute, display, and create derivative works from your Member Content in any medium or format, for any purpose, including promotional, educational, and commercial purposes, without further notice to or consent from you and without any obligation of compensation.

9.3  Collective Community Content

The collective body of content within the Community — including the compilation, organization, and presentation of all Member Content and Allocation Room Content — constitutes a proprietary work owned exclusively by Access by Synergy LLC.

9.4  Prohibited Use

You may not reproduce, distribute, sell, sublicense, publicly display, or create derivative works from any Allocation Room Content or the collective Community content without the prior express written consent of Allocation Room. Any unauthorized use of Allocation Room's intellectual property constitutes a material breach of this Agreement and may subject you to legal action.

Name, Image & Likeness (NIL) Consent

By joining Allocation Room and participating in any Community activities, coaching calls, events, or interactions, you hereby grant Access by Synergy LLC and its authorized agents, successors, and assigns the following rights:

• Grant of Rights: A perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, publish, display, broadcast, distribute, and otherwise exploit your name, photograph, image, voice, video likeness, testimonials, written statements, and biographical information (collectively, "Your Likeness") in any and all media, formats, and channels, whether now known or hereafter developed;
• Scope of Use: Your Likeness may be used for any purpose, including but not limited to: promotional materials, social media content, paid digital and print advertisements, website content, email marketing, investor presentations, and any other marketing or commercial purpose deemed appropriate by Allocation Room;
• Right to Edit: Allocation Room reserves the right to crop, edit, modify, composite, or otherwise alter Your Likeness in any manner it deems appropriate, without obligation to obtain your approval of the final product;
• No Compensation: You acknowledge and agree that you are not entitled to any compensation, royalty, or other consideration for Allocation Room's use of Your Likeness;
• No Right of Approval: You waive any right to review, approve, or object to any specific use of Your Likeness by Allocation Room;
• Waiver of Moral Rights: To the fullest extent permitted by applicable law, you waive any moral rights or rights of attribution in connection with Allocation Room's use of Your Likeness;
• Survival: This NIL consent survives the termination of your membership and remains in effect in perpetuity.

Member Conduct & Prohibited Activities

As a condition of your membership, you agree to comply with the following conduct standards at all times within the Community and in connection with your membership:

11.1  Prohibited Activities

• No Self-Promotion or Solicitation: You may not promote, advertise, or solicit other members for your own products, services, investment opportunities, or business ventures, whether investment-related or otherwise;
• No Affiliate Promotion: You may not promote, advertise, or recommend any third-party products, services, affiliates, or referral programs within the Community, whether or not you receive compensation for such promotion;
• No Sharing of Discounts or Pricing: You are strictly prohibited from sharing, reselling, publicly posting, or otherwise disclosing any discounts, preferred pricing, promotional codes, or membership pricing offered to you by Allocation Room;
• No Hate Speech or Harassment: You may not post, share, or communicate any content that is hateful, discriminatory, harassing, threatening, defamatory, obscene, or otherwise offensive based on race, ethnicity, gender, religion, sexual orientation, disability, or any other protected characteristic;
• No Unauthorized Recording: You may not record, capture, or reproduce any coaching calls, presentations, or Community content in any format;
• No Misrepresentation: You may not misrepresent your identity, credentials, or affiliation within the Community;
• No Illegal Activity: You may not use the Community for any unlawful purpose or in violation of any applicable law or regulation.

11.2  Termination for Conduct Violations

Allocation Room reserves the right, at its sole and absolute discretion, to suspend or immediately terminate the membership of any member who violates any provision of this Section 11 or any other provision of this Agreement. Termination for conduct violations will result in: (a) immediate loss of access to the Community and all associated resources; (b) no refund of any fees paid; and (c) permanent ineligibility for future membership.

11.3  Termination for Any Reason

In addition to termination for cause, Allocation Room reserves the right to remove or dismiss any member at any time, for any reason or no reason, at its sole and absolute discretion, without prior notice and without any obligation to provide a refund.

Penalties & Damages

12.1  Immediate Dismissal

Any violation of the NDA (Section 8), intellectual property provisions (Section 9), prohibited conduct provisions (Section 11), or any other material provision of this Agreement will result in immediate termination of membership without refund.

12.2  Pursuit of Damages

Allocation Room reserves the right to pursue all available legal and equitable remedies against any member whose breach of this Agreement causes harm to Allocation Room, its members, or its business, including but not limited to:

• Compensatory damages for actual losses suffered by Allocation Room;
• Disgorgement of any profits or benefits obtained by the member through their breach;
• Injunctive relief to prevent ongoing or future breaches;
• Attorneys' fees and costs to the extent permitted by applicable law;
• Any other remedy available at law or in equity.

12.3  Specific Penalties for Discount Sharing

Any member found to have shared, resold, or publicly posted any discount, preferred pricing, or promotional code will be subject to: (a) immediate and permanent termination of membership without refund; (b) a permanent ban from rejoining Allocation Room; and (c) potential legal action for damages arising from any resulting harm to Allocation Room's business.

Platform Terms, Downtime & Beta Features

13.1  Third-Party Platforms

The Community is hosted and operated in part through third-party platforms, including Skool and GoHighLevel. Your use of these platforms is subject to their respective terms of service and privacy policies. Allocation Room is not responsible for the availability, functionality, or policies of any third-party platform.

13.2  Downtime & Platform Outages

Allocation Room does not guarantee uninterrupted, error-free access to the Community or any of its features. The Community may be temporarily unavailable due to scheduled maintenance, unscheduled outages, technical failures, or issues with third-party platforms (including Skool, GoHighLevel, or Stripe). Allocation Room shall not be liable for any loss, inconvenience, or damages arising from any downtime, outage, or interruption of service, and no refunds or credits will be issued for periods of unavailability.

13.3  Beta Features

Allocation Room may from time to time offer access to new, experimental, or "beta" features within the Community. Beta features are provided on an "as-is" and "as-available" basis without any warranties of any kind. Allocation Room reserves the right to modify, suspend, or permanently discontinue any beta feature at any time without notice and without any obligation to provide a refund or compensation.

13.4  Modifications to Services

Allocation Room reserves the right to modify, update, expand, reduce, or discontinue any aspect of the Services at any time, at its sole discretion, without prior notice or liability to you. This includes changes to course content, coaching call frequency, Community features, and any other aspect of the membership experience.

Limitation of Liability & Indemnification

14.1  Disclaimer of Warranties

14.2  Limitation of Liability

14.3  Liability Cap

To the fullest extent permitted by applicable law, Allocation Room's total cumulative liability to you for any and all claims arising out of or related to this Agreement or your membership shall not exceed the total membership fees actually paid by you to Allocation Room in the twelve (12) months immediately preceding the event giving rise to the claim.

14.4  Indemnification

You agree to defend, indemnify, and hold harmless Access by Synergy LLC, its officers, directors, members, employees, contractors, agents, and affiliates from and against any and all claims, demands, actions, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your breach of any provision of this Agreement;
• Your violation of any applicable law or regulation;
• Any investment decision you make in connection with your participation in the Community;
• Any dispute between you and any Sponsor, fund manager, or other third party;
• Any content you post within the Community;
• Your misrepresentation of your accredited investor status or any other eligibility requirement;
• Any claim by a third party arising from your use of the Services.

Electronic & Communications Agreement

By completing the payment process or clicking 'I Agree,' you acknowledge and agree that:

• Electronic Signature: Your electronic acceptance of this Agreement constitutes a valid and binding electronic signature with the same legal effect as a handwritten signature under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and applicable state law;
• Electronic Notices: You consent to receive all notices, disclosures, and communications from Allocation Room electronically, including via email to the address you provided at enrollment;
• Marketing Communications: By joining, you consent to receive marketing and promotional communications from Allocation Room. You may opt out of marketing communications at any time by following the unsubscribe instructions in any marketing email. You may not opt out of transactional or legal notices;
• Age Confirmation: You confirm that you are at least eighteen (18) years of age.

General Provisions

16.1  Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

16.2  Jurisdiction & Venue

Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts of competent jurisdiction located in the State of Delaware. You hereby irrevocably consent to the personal jurisdiction and venue of such courts and waive any objection to the laying of venue in such courts.

16.3  Pre-Litigation Dispute Resolution

Before initiating any legal action, the party asserting a claim must provide the other party with written notice of the dispute at help@allocationroom.com, describing the nature of the claim and the relief sought. The parties agree to engage in good-faith negotiations for a minimum period of thirty (30) calendar days following such notice in an attempt to resolve the dispute before resorting to litigation. This requirement does not apply to claims for injunctive or other equitable relief.

16.4  Force Majeure

Allocation Room shall not be liable for any failure or delay in performance of its obligations under this Agreement to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions or restrictions, war, terrorism, civil unrest, power outages, internet disruptions, or failures of third-party platforms (including Skool, Zoom, GoHighLevel, or Stripe). Allocation Room's obligations shall be suspended during the period of any such force majeure event.

16.5  Modification of Terms

Allocation Room reserves the right to modify, amend, or update this Agreement at any time at its sole discretion. We will endeavor to provide reasonable notice of material changes via email or a notice within the Community. Your continued use of the Community or maintenance of your membership following any modification constitutes your acceptance of the revised Agreement. It is your responsibility to review this Agreement periodically.

16.6  Assignment

Allocation Room may freely assign, transfer, or delegate this Agreement or any of its rights and obligations hereunder, including in connection with a merger, acquisition, or sale of all or substantially all of its assets, without your consent. You may not assign, transfer, or delegate this Agreement or any of your rights or obligations hereunder without the prior written consent of Allocation Room. Any purported assignment in violation of this Section is null and void. Memberships are personal and non-transferable.

16.7  Severability

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, it shall be severed from this Agreement. The remaining provisions shall continue in full force and effect.

16.8  Waiver

No failure or delay by Allocation Room in exercising any right, power, or remedy under this Agreement shall operate as a waiver of such right, power, or remedy. No single or partial exercise of any right, power, or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

16.9  Entire Agreement

This Agreement, including all sections incorporated herein by reference, constitutes the entire agreement between you and Allocation Room with respect to your membership and the Services, and supersedes all prior and contemporaneous agreements, representations, warranties, and understandings, whether written or oral, relating to the subject matter hereof.

16.10  No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties hereto and their respective permitted successors and assigns. Nothing in this Agreement shall create or be deemed to create any rights in any third party.

16.11  Notices

All legal notices under this Agreement shall be sent in writing to help@allocationroom.com. Membership cancellation requests shall be sent to members@allocationroom.com. Notices sent by email shall be deemed received upon confirmation of delivery.

Acknowledgment & Acceptance

• You have read this Agreement in its entirety and understand all of its terms and conditions;
• You agree to be legally bound by this Agreement;
• You meet all eligibility requirements set forth herein, including accredited investor status;
• You understand that all sales are final and no refunds will be issued except as expressly provided herein;
• You understand that this Agreement contains a unilateral NDA, a limitation of liability, an indemnification obligation, and a NIL consent;
• You are entering into this Agreement voluntarily and of your own free will.

SMS Communication Terms

• You can cancel the SMS service at any time. Just text "STOP" to +1 949-990-5401. After you send the SMS message "STOP" to us, we will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us. If you want to join again, just sign up as you did the first time and we will start sending SMS messages to you again.
• If you are experiencing issues with the messaging program you can reply with the keyword HELP for more assistance, or you can get help directly at help@allocationroom.com.
• Carriers are not liable for delayed or undelivered messages.
• As always, message and data rates may apply for any messages sent to you from us and to us from you. You will receive updates for up to two times a month. If you have any questions about your text plan or data plan, it is best to contact your wireless provider.
• If you have any questions regarding privacy, please read our privacy policy.