Terms of Service

Rooster Capital LLC · Effective April 20, 2026 · Last updated April 21, 2026

These Terms of Service (the "Terms") govern your access to and use of the Rooster Capital platform at roostercapital.land and the Rooster Flow investor/operator tools (together, the "Platform"), operated by Rooster Capital LLC ("Rooster Capital," "we," "our," or "us"). By creating an account, signing in, or otherwise using the Platform, you agree to be bound by these Terms and by our Privacy Policy. If you do not agree, do not use the Platform.

1. Agreement to Terms

By accessing or using the Platform, you acknowledge that you have read, understood, and agree to these Terms and our Privacy Policy, both of which form the entire agreement between you and Rooster Capital regarding the Platform. If you are using the Platform on behalf of a company, trust, or other entity, you represent that you are authorized to bind that entity and that references to "you" include the entity.

2. Eligibility

The Platform is intended for residents of the United States who are at least 18 years of age. Certain features (including participation in investment opportunities) require that you qualify as an accredited investor under Rule 501 of Regulation D of the Securities Act of 1933, or meet other eligibility criteria defined at the time of offering. You represent and warrant that you meet all applicable eligibility requirements. We may request documentation to verify your eligibility and may suspend or terminate your access if you fail to provide it.

3. Accounts and security

To access most Platform features you must create an account. You agree to:

• Provide accurate, current, and complete information when registering, and keep it up to date.
• Keep your login credentials confidential and not share them with anyone.
• Promptly notify us at admin@roostercapital.land of any unauthorized use of your account or other security concern.
• Accept responsibility for all activity occurring under your account, except where the activity was caused by our security failure.
• Complete two-factor authentication (2FA) if you choose to enable it or if we later require it for a sensitive administrative workflow.

4. Our privacy & security commitments

We take the protection of your information seriously. As long as you have an active account, we contractually commit to the following practices, in addition to those described in our Privacy Policy:

• No sale of data. We will not sell your personal information, phone number, banking details, or deal data to any third party, under any circumstances.
• No third-party marketing. We will not use your contact information for marketing by any company other than Rooster Capital, nor will we rent, lease, trade, or share your mobile information, SMS opt-in data, or messaging consent status with any third party or affiliate for marketing or promotional purposes.
• Encryption. All data in transit uses TLS 1.2 or higher. All data at rest uses AES-256. Database access is encrypted at the network layer.
• Least-privilege access. Our staff and contractors access your personal information only when necessary for their role. All admin access is recorded in our audit log.
• Row-level security. Every database query is filtered at the row level by the authenticated caller's role, so even an insider mistake cannot leak another user's data through the normal application path.
• Tamper-evident audit trail. Sensitive actions (role changes, wire initiation, document signing, banking edits, MFA resets, dispo postings) are written to an append-only audit log with a SHA-256 chain hash. You can review your own entries from your Security tab.
• Off-site backup. We mirror your documents and the audit log nightly to an encrypted off-platform store so we can recover from a provider-level failure.
• Breach notification. If we confirm that an unauthorized party has accessed your personal information, we will notify you within 72 hours of that confirmation — by email, and in the Platform where practical — and provide a description of what was affected, what we are doing, and what you can do.
• Data portability and deletion. You can request a copy of your account data, correct inaccurate data, or request deletion at any time by emailing admin@roostercapital.land. We will respond within 30 days. Some records must be retained to comply with legal obligations (e.g., SEC Rule 204-2 for 7 years); we will clearly explain what we cannot delete and why.

These commitments are contractual. If we materially fail to meet them and you suffer direct damages as a result, you may recover those damages subject to §15 below.

5. SMS and two-factor authentication

When you choose phone-based two-factor authentication, you agree to receive text messages from Rooster Capital at the number you provide only for two-factor authentication and account-security purposes. These may include:

• One-time passcodes used at sign-in or phone enrollment.
• Phone-number verification during phone-based MFA enrollment.
• Account-security alerts about MFA enrollment, reset, removal, or suspicious sign-in activity.

6. Not investment, tax, or legal advice

Content published on the Platform — including deal descriptions, property details, comparable sales data, pipeline summaries, projected returns, blog posts, and educational articles — is provided for informational purposes only. Nothing on the Platform constitutes investment, tax, accounting, or legal advice, and nothing should be construed as a recommendation to buy, sell, or hold any security or asset. You are solely responsible for evaluating any investment opportunity and for obtaining independent professional advice before acting.

7. Investment risk

All investments carry risk, including the risk of losing some or all of the amount invested. Historical performance is not indicative of future results. Projected returns are estimates based on assumptions that may not materialize. Land investments are illiquid and are not FDIC-insured; they may not be suitable for all investors. You represent that you understand these risks and have the financial ability to bear a total loss of any investment made through the Platform.

8. Offerings and securities law

Any investment offering displayed on the Platform is offered only to qualified investors pursuant to applicable securities laws and the specific offering documents for that transaction. The Platform itself is not an offer to sell, nor a solicitation of an offer to buy, any security. Offers are made solely through formal offering documents (such as a private placement memorandum or subscription agreement), which should be read carefully and in consultation with qualified advisors. Rooster Capital is not a registered broker-dealer or investment adviser.

9. Acceptable use

You agree not to use the Platform to:

• Violate any applicable law or regulation, including securities law.
• Impersonate any person or entity or misrepresent your affiliation.
• Upload or transmit viruses, malicious code, or material that is unlawful, defamatory, fraudulent, or infringing.
• Scrape, reverse-engineer, decompile, or attempt to gain unauthorized access to any portion of the Platform, its APIs, or its underlying systems.
• Send unsolicited commercial communications or use any automated system to interact with the Platform other than publicly documented APIs.
• Interfere with or disrupt the Platform or its infrastructure.
• Use the Platform to launder funds, finance terrorism, or circumvent sanctions.

10. Intellectual property

The Platform, including all software, source code, text, graphics, logos, trademarks, and editorial content (except Your Content defined below), is owned by Rooster Capital or its licensors and is protected by copyright, trademark, trade secret, and other intellectual property laws. No license is granted except the limited personal use right described in these Terms. You may not copy, modify, distribute, publicly display, create derivative works of, or extract from the Platform without our prior written consent.

11. Your content

If you submit information, documents, or other content to the Platform — for example as an operator submitting a deal or an investor uploading KYC materials — that content remains yours. You grant Rooster Capital a non-exclusive, royalty-free, worldwide license to use, reproduce, display, and transmit that content solely for the purposes of operating, securing, and improving the Platform and of performing services you have requested. You represent that you have the rights to submit the content and that the content does not violate any law or third-party rights.

12. Third-party services

The Platform integrates with or links to third-party services (including Supabase, Twilio, Google, Cloudflare, Realie.ai, and Anthropic, as described in our Privacy Policy). Your use of those services is governed by their own terms and privacy policies. Rooster Capital is not responsible for the content, practices, or availability of third-party services, and including a link or integration does not imply endorsement.

13. Availability and support

We endeavor to keep the Platform available 24/7, but we do not warrant uninterrupted service. Scheduled maintenance, provider outages, or security events may require us to take the Platform offline temporarily. We will announce planned maintenance in advance when practical. For account or technical issues, contact admin@roostercapital.land; we respond to non-urgent requests within two business days and to suspected security incidents as quickly as possible.

14. Disclaimer of warranties

Except as expressly stated in §4 (our privacy & security commitments), the Platform is provided on an "as is" and "as available" basis without warranty of any kind, express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that the Platform will be uninterrupted, secure, or error-free, or that any information displayed (including property data, comparables, projected returns, contribution balances, or performance figures) will be accurate, complete, current, or free of calculation, rounding, or display error. Property and comparable data are sourced from third-party providers and may lag county records.

14.a Reporting dashboard — not a source of truth

You expressly acknowledge and agree that the Platform is a reporting dashboard provided for informational convenience. The Platform is not, and must not be treated as, the authoritative system of record for your contributions, ownership interests, balances, distributions, performance, or any other financial detail. The authoritative record consists of the official documents you receive or execute outside the Platform — including but not limited to subscription agreements, operating agreements, private placement memoranda, signed side letters, wire confirmations, Schedule K-1s, audited financial statements, and other formal accounting records. For any tax, legal, regulatory, reconciliation, or accounting purpose, rely on those official records, not on anything displayed by the Platform. A discrepancy between the Platform and the official records is always resolved in favor of the official records.

14.b Data accuracy and third-party sources

Information displayed on the Platform is synthesized from multiple sources: your own submissions, third-party data providers (Realie.ai, county records, financial institutions), deal-lifecycle events entered by our team, and automated calculations. We take reasonable steps to keep the displayed information timely, but we do not warrant, and you agree we are not responsible for: (i) inaccuracies introduced by third-party providers or external integrations; (ii) stale values resulting from sync delays, provider outages, or maintenance holds; (iii) differences between internal rounding, currency, or timezone conventions used by the Platform and those used by third parties or in official documents; (iv) errors caused by API schema changes by upstream providers; or (v) temporary display errors we correct as soon as we become aware of them. When we detect a material mismatch between displayed figures and authoritative records, we may display a maintenance notice in place of the figures until the reconciliation is complete. You agree that any reliance on the Platform for a financial, legal, regulatory, or tax decision is at your own risk unless confirmed against the official records.

14.c Session management and inactivity sign-out

For your security, the Platform will automatically sign you out after approximately 30 minutes of inactivity. We are not liable for any loss of in-progress work, unsaved drafts, or delayed actions resulting from an inactivity sign-out. Save or submit your work promptly, and re-authenticate when prompted to resume.

15. Limitation of liability

To the fullest extent permitted by law, Rooster Capital and its affiliates, officers, directors, employees, agents, and licensors will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or opportunity, arising out of or in connection with your use of the Platform, including without limitation any loss arising from your reliance on figures, calculations, balances, projections, or any other information displayed on the Platform — even if advised of the possibility of such damages, and regardless of whether the claim sounds in contract, tort (including negligence), strict liability, or any other theory.

Without limiting the preceding paragraph, you acknowledge that the Platform is a reporting convenience and that losses attributable to display errors, calculation errors, data-sync lag, third-party data inaccuracies, API or integration failures, temporary outages, rounding differences, or any other Platform-originated discrepancy with the official records are not a basis for recovery against Rooster Capital. Your sole remedy for an alleged display or data error is the reconciliation process described in §14 and the Report a Bug channel available on the Platform.

Except in cases of our gross negligence, willful misconduct, or failure to meet the security commitments in §4, our total cumulative liability to you for any claim arising from or relating to these Terms or the Platform will not exceed the greater of (a) the total fees you have paid to Rooster Capital in the twelve (12) months preceding the event giving rise to the claim, or (b) one hundred U.S. dollars (US$100). Some jurisdictions do not allow the limitation of certain damages, so portions of this section may not apply to you.

16. Indemnification

You agree to indemnify, defend, and hold harmless Rooster Capital, its affiliates, and their officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, and reasonable attorneys' fees arising out of (a) your use of the Platform in breach of these Terms, (b) content you submit, or (c) your violation of any law or third-party right. We will promptly notify you of any claim and give you reasonable cooperation in its defense at your expense. This section does not apply to claims arising from our gross negligence or willful misconduct.

17. Dispute resolution

Before filing any formal proceeding, you agree to contact us at admin@roostercapital.land to try to resolve the dispute informally in good faith. We will try to do the same. If we cannot resolve the dispute informally within 60 days, either party may pursue formal resolution. These Terms and any dispute arising out of them are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. Both parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware. Nothing in this section waives your rights under the securities laws, which cannot be waived by contract.

18. Termination

You may terminate your account at any time by emailing admin@roostercapital.land. We may suspend or terminate your account if you materially breach these Terms, violate applicable law, or pose a security risk to other users. On termination, your right to access the Platform ends immediately; however, any completed deal records, signed documents, and audit-log entries will be retained for the retention periods described in our Privacy Policy. Sections that by their nature should survive termination (including §§ 4, 6, 7, 10, 11, 14, 15, 16, 17, and 20) will survive.

19. Changes to these Terms

We may modify these Terms from time to time. If we make material changes, we will provide notice through the Platform or by email at least 30 days before the changes take effect. Your continued use of the Platform after the effective date constitutes acceptance of the revised Terms. If you do not agree, you may terminate your account before the effective date.

20. Contact & governing entity

Rooster Capital LLC is the contracting party under these Terms. For any question about these Terms, or to exercise any right described here, email us at admin@roostercapital.land.

Rooster Capital LLC
Email: admin@roostercapital.land
Website: roostercapital.land