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: [email protected]. Membership cancellation requests shall be directed to: [email protected].
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:
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.
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.
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.
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:
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.
You agree to promptly notify Allocation Room at [email protected] 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.
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:
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.
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.
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.
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.
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.
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:
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.
You agree to promptly notify Allocation Room in writing at [email protected] 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.
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.
ALL CONTENT, MATERIALS, COURSES, COACHING CALLS, WEBINARS, INVESTMENT PRESENTATIONS, SPONSOR PRESENTATIONS, DUE DILIGENCE EVENTS, COMMUNITY DISCUSSIONS, AND ANY OTHER INFORMATION PROVIDED THROUGH ALLOCATION ROOM ARE FOR EDUCATIONAL AND INFORMATIONAL PURPOSES ONLY. NOTHING PROVIDED WITHIN THE COMMUNITY CONSTITUTES INVESTMENT ADVICE, FINANCIAL ADVICE, LEGAL ADVICE, TAX ADVICE, OR ANY OTHER FORM OF PROFESSIONAL ADVICE.
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.
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.
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.
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 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 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:
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.
By joining Allocation Room and throughout the duration of your membership, you represent, warrant, and covenant to Allocation Room as follows:
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.
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.
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.
To cancel your membership and opt out of auto-renewal, you must send a written cancellation request via email to [email protected] clearly stating that you wish to opt out of membership renewal. The following terms apply:
BECAUSE MEMBERS RECEIVE IMMEDIATE AND FULL ACCESS TO ALL PROPRIETARY COURSES, RESOURCES, CALL RECORDINGS, AND COMMUNITY CONTENT UPON JOINING, ALL SALES ARE FINAL. NO REFUNDS WILL BE ISSUED UNDER ANY CIRCUMSTANCES, EXCEPT AS EXPRESSLY PROVIDED IN THE POST-RENEWAL GRACE PERIOD DESCRIBED IN SECTION 7.4 ABOVE. THIS NO-REFUND POLICY APPLIES WITHOUT EXCEPTION TO TERMINATIONS FOR CAUSE, VOLUNTARY CANCELLATIONS OUTSIDE THE GRACE PERIOD, AND ALL OTHER CIRCUMSTANCES.
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.
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.
"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:
You agree that you shall not, directly or indirectly, without the prior express written consent of Allocation Room:
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.
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.
Your obligations under this NDA shall survive the termination or expiration of your membership and shall remain in full force and effect in perpetuity.
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.
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.
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.
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.
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.
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:
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:
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.
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.
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.
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:
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.
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.
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.
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.
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.
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR COMPLETENESS. ALLOCATION ROOM DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT ACCESS WILL BE UNINTERRUPTED OR ERROR-FREE.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ACCESS BY SYNERGY LLC, ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, CONTRACTORS, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF INVESTMENT CAPITAL, OR LOSS OF GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR MEMBERSHIP, USE OF THE SERVICES, OR ANY INVESTMENT DECISION MADE IN CONNECTION WITH YOUR PARTICIPATION IN THE COMMUNITY, EVEN IF ALLOCATION ROOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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.
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:
By completing the payment process or clicking 'I Agree,' you acknowledge and agree that:
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.
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.
Before initiating any legal action, the party asserting a claim must provide the other party with written notice of the dispute at [email protected], 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.
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.
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.
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.
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.
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.
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.
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.
All legal notices under this Agreement shall be sent in writing to [email protected]. Membership cancellation requests shall be sent to [email protected]. Notices sent by email shall be deemed received upon confirmation of delivery.
BY COMPLETING THE ENROLLMENT PROCESS, CLICKING 'I AGREE,' OR ACCESSING THE ALLOCATION ROOM COMMUNITY IN ANY MANNER, YOU HEREBY ACKNOWLEDGE AND AGREE THAT: