Terms of Use

These Terms of Use govern your access to and use of marketplace.regimentsecurities.com (the “Site”), operated by Regiment Securities, LLC (“Regiment,” “it,” “company”), a broker-dealer registered with the U.S. Securities and Exchange Commission and a member of FINRA and SIPC, CRD number 311302. Regiment Xpress is a marketplace operated by Regiment Securities, LLC.

Regiment Securities, LLC is wholly owned by Regiment, LLC, a Delaware limited liability company that acts solely as a passive holding company, in which FinTech Ranger LLC, an Illinois limited liability company, holds a partial ownership interest. Regiment, LLC and FinTech Ranger LLC are Regiment's only affiliates, and references in these Terms to Regiment's “affiliates” mean those entities. Neither operates the Site or provides any service in connection with it.

By accessing the Site you agree to these Terms. If you do not agree, do not use the Site.

These Terms govern your use of the Site only.

They do not govern any investment. If you invest in an offering presented on the Site, that investment is governed exclusively by the subscription agreement and other definitive offering documents provided by the issuer of those securities. Those documents control. Nothing in these Terms modifies, supplements, or limits them, and in the event of any conflict, the issuer's documents govern.

You may use the Site only if you:

• are at least 18 years old and can form a binding contract;
• are a U.S. person located in a state or jurisdiction in which Regiment is registered as a broker-dealer or is exempt from registration; and
• are not a person or entity with whom U.S. persons are prohibited from transacting under applicable sanctions laws.

Access to offering materials and participation in any offering additionally requires that you qualify as an accredited investor under Rule 501(a) of Regulation D and complete Regiment's verification process.

State registration. Regiment Securities, LLC may transact business only in those states and jurisdictions in which it is registered or exempt from registration. Nothing on the Site is directed to any person in a jurisdiction where such communication would be unlawful.

Offerings presented on the Site are private placements conducted under Rule 506(c) of Regulation D. They are:

• Speculative. They involve a high degree of risk, including the risk of loss of the entire investment.
• Illiquid. There is generally no public market for these securities, and you may be unable to sell or transfer your interest.
• Not registered. These securities have not been registered under the Securities Act of 1933 or any state securities laws, and are offered in reliance on an exemption from registration.
• Not reviewed or approved by the Securities and Exchange Commission, FINRA, or any state securities regulator, and no such authority has passed upon the merits or accuracy of any offering materials.

SIPC. Regiment Securities, LLC is a member of SIPC. SIPC protection does not cover investment losses and does not apply to the private placements presented on the Site.

No custody. Regiment Securities, LLC does not hold or custody customer funds or securities.

Information presented on the Site, including offering summaries, is provided for informational purposes. It is a summary and is qualified in its entirety by the issuer's definitive offering documents.

Nothing on the Site constitutes investment, legal, tax, or accounting advice, or a recommendation that any particular investment is suitable for you. You should consult your own advisers.

Any recommendation of a securities transaction to a retail customer will be made by a registered representative of Regiment Securities, LLC, subject to Regulation Best Interest, and separately from the general information presented on the Site.

Much of the information about issuers and their offerings is provided by the issuers themselves. While Regiment conducts the due diligence required of it as a broker-dealer, Regiment does not independently verify every statement made by an issuer, and Regiment does not guarantee the accuracy or completeness of issuer-provided information.

Offering materials may contain projections, forecasts, and other forward-looking statements. These are based on assumptions that may prove incorrect. Actual results may differ materially. Past performance does not indicate future results, and no representation is made that any investment will achieve results comparable to those shown.

You agree that information you provide is true, accurate, current, and complete, and that you will promptly update it if it changes. Regiment relies on the information you provide to meet identity verification, anti-money-laundering, accredited investor verification, and suitability obligations. Providing false information may result in termination of access and may carry consequences under federal securities and other laws.

Your use of the Site is also subject to Regiment's Privacy Policy and, if you have applied to invest, Regiment's Regulation S-P Privacy Notice.

By using the Site, you consent to receive communications from us electronically. You agree that electronic communications, notices, disclosures, and agreements satisfy any legal requirement that they be in writing. You may withdraw this consent by contacting us, though doing so may prevent you from using the Site.

You may not:

• use the Site for any unlawful purpose, or in violation of federal or state securities laws;
• access or attempt to access any account, document, or area of the Site you are not authorized to access;
• probe, scan, or test the vulnerability of the Site, or breach or circumvent any security or authentication measure;
• use any automated means to access, scrape, or copy the Site or its contents;
• upload any malicious code, or any file you do not have the right to provide;
• misrepresent your identity, accreditation status, or affiliation; or
• reproduce, distribute, or publicly display confidential offering materials made available to you.

The Site and its contents, including text, graphics, logos, design, and software, are owned by Regiment Securities, LLC or its licensors and are protected by intellectual property laws. “Regiment Securities,” “Regiment Xpress,” and the associated logos are trademarks or service marks of Regiment Securities, LLC. Nothing on the Site grants any license or right to use any mark without Regiment's prior written consent. All other trademarks appearing on the Site are the property of their respective owners. You are granted a limited, revocable, non-transferable, non-exclusive license to access and use the Site solely for your internal evaluation of offerings and for making investments through the Site. No other rights are granted. Materials made available to you as a verified investor are confidential and provided solely for evaluating the applicable offering; you may not disclose, distribute, or use them for any other purpose.

12.1 Disclaimers. The Site is provided on an “as is” and “as available” basis. Regiment does not warrant that the Site will be uninterrupted, timely, secure, or error-free.

12.2 Limitation of Liability.

(a) Exclusion of Certain Damages. To the fullest extent permitted by applicable law, and except as provided in Section 12.2(d) below, in no event will Regiment or its affiliates, or any of their respective officers, directors, managers, members, employees, or agents (collectively, the “Regiment Parties”), be liable to you for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or relating to these Terms or your access to or use of the Site (including your submission of accreditation verification or know-your-customer and anti-money-laundering documentation through the Site), whether based on contract, warranty, tort (including negligence), statute, or any other legal or equitable theory, and whether or not any Regiment Party has been advised of the possibility of such damages.

(b) Liability Cap. Except as provided in Section 12.2(d) below, the aggregate liability of the Regiment Parties to you for all claims arising out of or relating to these Terms or your access to or use of the Site will not exceed the greater of (i) one hundred U.S. dollars (US$100) and (ii) the total amounts, if any, you paid to Regiment for use of the Site during the twelve (12) months immediately preceding the event giving rise to the first such claim.

(c) Scope of These Terms; Offering Documents Control. These Terms govern only your access to and use of the Site. They do not govern, and the exclusions and limitations in this Section 12 do not apply to, any offer, sale, or purchase of securities. As provided in Section 2, any investment in an offering presented on the Site is governed exclusively by the applicable subscription agreement and other definitive offering documents, and in the event of any conflict between these Terms and those documents with respect to any offering or investment, those documents control.

(d) Securities Law and FINRA Carve-Out. Notwithstanding anything to the contrary in these Terms, nothing in these Terms (including Sections 12.2(a), 12.2(b), and 13):

(i) Constitutes a waiver by you of compliance with, or limits, restricts, or waives any right you may have, or any liability any Regiment Party may have, under the federal securities laws, including the Securities Act of 1933 and the Securities Exchange Act of 1934 and the rules and regulations thereunder, or under the securities or “blue sky” laws of any state, including the Illinois Securities Law of 1953, and the rules and regulations thereunder, compliance with which cannot be waived as a matter of law;

(ii) Limits or restricts any right you may have under the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”), including any right to file a claim with, or seek any award or remedy available in, an arbitration or mediation forum administered by FINRA Dispute Resolution Services; or

(iii) Limits or excludes any liability for fraud, intentional misconduct, willful and wanton conduct, or gross negligence, or any other liability that may not be limited or excluded under applicable law.

(e) Basis of the Bargain. The exclusions and limitations in this Section 12 reflect an agreed allocation of risk between you and Regiment, form an essential basis of the bargain between the parties, and will apply even if any limited remedy is found to have failed of its essential purpose. If any portion of this Section 12 is held unenforceable, the remainder will remain in full force, and liability will be limited to the fullest extent permitted by applicable law.

You agree to indemnify and hold harmless Regiment Securities, LLC, its affiliates, and their respective officers, directors, managers, members, employees, and agents from any claim, loss, or expense arising out of your violation of these Terms, your misuse of the Site, or your violation of any law or the rights of a third party except to the extent arising from Regiment's own negligence or misconduct, and subject to the securities law and FINRA carve-out in Section 12.2(d).

Regiment may suspend or terminate your access to the Site at any time, with or without notice, including if Regiment believes you have violated these Terms or if required by law or regulation. Sections 2, 4 through 8, and 10 through 17 survive termination.

These Terms are governed by the laws of the State of Illinois, without regard to conflict of laws principles. Any dispute arising out of these Terms or your use of the Site shall be brought in the state or federal courts located in Cook County, Illinois, and you consent to the jurisdiction of those courts.

Nothing in this section limits any right to bring a claim under the federal securities laws in a court of competent jurisdiction, or any right to arbitration before FINRA Dispute Resolution.

Regiment may modify these Terms. The effective date will change and the revised Terms will be posted here. Continued use after changes are posted constitutes acceptance.

These Terms, together with the Privacy Policy and Regulation S-P Privacy Notice, are the entire agreement between you and Regiment with respect to the Site. If any provision is held unenforceable, the remainder stays in effect. Regiment's failure to enforce a provision is not a waiver.

Regiment Securities, LLC · 230 W Monroe St., Chicago, Illinois 60606 · RegXquestions@regimentsecurities.com

Regiment Securities, LLC, Member FINRA / SIPC, CRD 311302