Terms of Service

1. ACCEPTANCE OF TERMS AND STATUTORY ELIGIBILITY These Terms of Service ("Terms") constitute a legally binding agreement between you ("User", "Investor", or "You") and Rodeo Capital Technologies Inc. ("Rodeo Capital", "Platform", "We", or "Us"), governing your access to and use of our livestock syndication portal, websites, and associated investment infrastructure. By registering an account, submitting identity credentials, or committing investment capital to any syndication offering on this Platform, you represent and warrant that: (a) You are at least eighteen (18) years of age and possess the legal capacity to enter into binding agreements; (b) You are an "Accredited Investor" as defined under Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended ("Securities Act"), and you have submitted or will submit verifiable documentation establishing such qualification; (c) You have successfully cleared all identity verification, Know-Your-Customer (KYC), Customer Due Diligence (CDD), and Anti-Money Laundering (AML) checks required by Rodeo Capital and our qualified custodial banking partners; (d) You are not a citizen, resident, or entity located in any jurisdiction subject to comprehensive trade sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC). 2. NATURE OF THE PLATFORM & CORPORATE STRUCTURE Rodeo Capital operates a technology platform that connects accredited investors with commercial livestock operators and ranching syndications. Rodeo Capital is not a registered broker-dealer, funding portal, or investment adviser under the Securities Exchange Act of 1934 or the Investment Advisers Act of 1940. All investment offerings listed on the Platform are sponsored and issued through dedicated, bankruptcy-remote Special Purpose Vehicles (SPVs) organized as Delaware or Texas Series Limited Liability Companies. Each series directly purchases, holds title to, and oversees specific, ear-tagged lots of commercial livestock. Investor funds are held in segregated, third-party qualified escrow accounts and are never co-mingled with the operating capital of Rodeo Capital or unassociated ranch syndications. 3. USER ACCOUNT REGISTRATION & SECURITY To participate in syndications, you must create a verified account. You agree to provide accurate, current, and complete information during registration and to promptly update your account profile if any details change. You are solely responsible for maintaining the confidentiality of your login credentials and for enabling multi-factor authentication (MFA/TOTP). You agree to immediately notify Rodeo Capital at security@rodeocapitaltradingsi.com of any suspected unauthorized access or compromise of your credentials. 4. SUBSCRIPTIONS, ESCROW AND CAPITAL SETTLEMENT Investment subscriptions are processed exclusively through our authorized custodial banking infrastructure via Automated Clearing House (ACH), domestic wire transfer, or approved digital settlement. (a) Minimum Raise Conditions: Each syndicate offering establishes a target capitalization and a minimum raise threshold ("Minimum Raise"). Investor capital is placed into a segregated escrow account. (b) Escrow Release: Funds are released to purchase livestock and fund pasture leases only after the Minimum Raise hurdle is achieved, legal bill-of-sale documentation is executed, and state brand inspections are certified. (c) Offering Cancellation & Refunds: In the event an offering fails to satisfy its Minimum Raise within the published subscription window, or is cancelled by the managing operator, all subscribed funds held in escrow are promptly returned to the investor's balance without deduction or interest. 5. FRACTIONAL LIVESTOCK TITLE & RFID TRACKING Subscriptions purchase fractional membership units in the designated Series LLC SPV. The SPV acquires beneficial legal title to specific animal lots identified by unique USDA 840 RFID button transponders and visual ranch ear tags registered in the Platform's Digital Herd Book. Title remains in custodial escrow with the SPV until the livestock are marketed or processed at harvest maturity. 6. CASH DISTRIBUTIONS, WATERFALL CALCULATIONS & WITHDRAWALS Cash distributions resulting from livestock weight gain bonuses, seasonal feeder marketing, or finished cattle processing are allocated in strict compliance with the published project waterfall schedule: (a) First: 100% return of unreturned capital contributions to unit holders. (b) Second: Payment of contractual base hurdle yields. (c) Third: Pro-rata reimbursement of verified operating pasture expenses. (d) Fourth: Distribution of net incentive profit splits between investors and the host ranch operator. Distributions are credited directly to your investor wallet balance and may be withdrawn to your linked domestic bank account via ACH. Rodeo Capital does not charge investor fees on capital withdrawals. 7. TRANSFER RESTRICTIONS AND ILLIQUIDITY SECURITIES OFFERED THROUGH THE PLATFORM ARE RESTRICTED SECURITIES UNDER RULE 144 OF THE SECURITIES ACT AND CANNOT BE RESOLD, TRANSFERRED, PLEDGED, OR HYPOTHECATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. Livestock syndications possess fixed biological production horizons (typically 6 to 36 months). There is no secondary trading exchange or public market for fractional units. You cannot prematurely redeem your investment, demand early return of principal, or force herd liquidation before project maturity. You must possess the financial capacity to bear the risk of an illiquid investment for the full scheduled term. 8. PROHIBITED CONDUCT AND PLATFORM INTEGRITY You agree not to: (a) Access or attempt to access private API endpoints, scraping scripts, or automated bots to extract Platform telemetry; (b) Misrepresent your financial net worth, annual income, or accredited investor credentials; (c) Attempt to contact host ranch operators directly to circumvent the Platform's legal and escrow protections; (d) Interfere with the security or cryptographic integrity of electronic signature ledgers. Violations will result in permanent account termination, forfeiture of administrative access, and referral to civil and regulatory authorities. 9. DISCLAIMER OF WARRANTIES THE PLATFORM, CONTENT, PROJECT TELEMETRY, AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. RODEO CAPITAL MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR FREEDOM FROM OPERATIONAL DELAYS. AGRICULTURAL INVESTMENTS INVOLVE BIOLOGICAL RISKS, INCLUDING LIVESTOCK DISEASE, WEATHER EXTREMES, AND COMMODITY PRICE FLUCTUATIONS. RODEO CAPITAL DOES NOT GUARANTEE THAT ANY SYNDICATE WILL ACHIEVE ITS TARGET WEIGHT GAINS, TIMELINES, OR PROJECTED CASH RETURNS. 10. LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RODEO CAPITAL, ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE PLATFORM OR AN INVESTMENT IN ANY SYNDICATE. THE TOTAL AGGREGATE LIABILITY OF RODEO CAPITAL FOR ALL CLAIMS ARISING OUT OF THESE TERMS SHALL NOT EXCEED THE TOTAL FEES RECEIVED BY RODEO CAPITAL FROM YOUR ACCOUNT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. 11. GOVERNING LAW, JURISDICTION AND MANDATORY ARBITRATION These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to conflict of laws rules. ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR AN INVESTMENT TRANSACTED ON THE PLATFORM SHALL BE SETTLED EXCLUSIVELY BY CONFIDENTIAL, BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (AAA) IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES IN FORT WORTH, TEXAS. YOU AND RODEO CAPITAL EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION LAWSUIT. 12. ELECTRONIC SIGNATURES AND NOTICES You consent to receive all communications, offering agreements, Form 1099/K-1 tax forms, and regulatory disclosures electronically. Electronic signatures executed through the Platform carry the full legal validity and enforceability of an ink signature under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act).