Terms of Use, Investment Disclosures, and Communications Consent

Last Updated: February 25, 2025

Welcome to the website of Rise Capital Partner Group LLC (“Rise Capital,” “Company,” “we,” “our,” or “us”). These Terms of Use, Investment Disclosures, and Communications Consent Agreement (collectively, the “Terms”) govern your access to and use of the website located at https://www.risecapitalgroup.com (the “Website”) and all associated content, materials, services, communications, forms, portals, and tools made available through the Website (collectively, the “Services”).

By accessing, browsing, registering for, or otherwise using this Website or any of the Services, you acknowledge that you have read, understood, and agree to be legally bound by these Terms. If you do not agree to these Terms in their entirety, you must discontinue use of the Website immediately.

These Terms constitute a legally binding agreement between you and Rise Capital Partner Group LLC.

Eligibility and User Representations

This Website is intended solely for individuals who are at least eighteen (18) years of age and who possess the legal capacity to enter into binding agreements under applicable law. By accessing or using the Website, you represent and warrant that you satisfy these requirements and that your use of the Website complies with all applicable federal, state, and local laws and regulations.

Certain investment opportunities referenced on the Website may only be available to individuals or entities that qualify as “accredited investors” as defined under Rule 501 of Regulation D of the Securities Act of 1933, as amended. Rise Capital Partner Group LLC reserves the right to require verification of accredited investor status prior to permitting participation in any investment opportunity. Accredited investor verification may be conducted through third-party verification services, financial documentation review, written confirmations from licensed professionals, or other methods permitted under applicable securities laws.

The information contained on this Website is not intended for distribution to, or use by, any person or entity in any jurisdiction where such distribution or use would be contrary to applicable law or regulation.

Permitted Use of the Website

You agree to use the Website solely for lawful purposes and in a manner consistent with these Terms. You agree that you will not use the Website to engage in any activity that could damage, disable, overburden, impair, or interfere with the proper functioning of the Website or any systems connected to the Website.

You further agree that you will not attempt to gain unauthorized access to any portion of the Website, any accounts, computer systems, servers, or networks associated with the Website through hacking, password mining, scraping, automated data extraction, or any other means.

All content on this Website is the property of Rise Capital Partner Group LLC or its licensors and is protected by intellectual property laws. Unauthorized copying, reproduction, republication, distribution, or modification of any Website content is strictly prohibited without the prior written consent of the Company.

No Offer, No Solicitation, and Securities Law Disclosures

The information presented on this Website is provided for informational and educational purposes only and should not be construed as an offer to sell securities or a solicitation of an offer to buy securities.

No securities are being offered through this Website.

Any investment opportunity that may be referenced on this Website will be offered only through formal offering documents, including but not limited to a Private Placement Memorandum (“PPM”), subscription agreements, operating agreements, and other related documentation (collectively, the “Offering Documents”).

The Offering Documents contain important information regarding the investment opportunity, including but not limited to:

• investment structure
• fees and expenses
• conflicts of interest
• investor qualifications
• risk factors
• distribution policies
• tax considerations

No person should make an investment decision without carefully reviewing the Offering Documents in their entirety and consulting with qualified legal, financial, tax, and investment professionals.

Nothing on this Website should be interpreted as individualized investment advice or a recommendation regarding any security, investment strategy, or transaction.

Regulation D and General Solicitation Notice

Certain offerings referenced on this Website may be conducted pursuant to Rule 506(c) of Regulation D under the Securities Act of 1933, which permits general solicitation and advertising of private securities offerings, provided that all investors are verified accredited investors.

Participation in any such offering is limited exclusively to individuals or entities who meet the accredited investor requirements under applicable securities laws and who successfully complete the required verification procedures.

Verification of accredited investor status may include, but is not limited to, review of tax returns, financial statements, written confirmations from licensed attorneys or certified public accountants, third-party verification services, or other procedures permitted under applicable law.

Investment Risk Disclosures

Investments in private placements and alternative investment opportunities involve substantial risk and are not suitable for all investors.

Investors should carefully consider the risks associated with any investment opportunity prior to investing. Such risks may include, but are not limited to:

• partial or total loss of invested capital
• illiquidity and lack of a secondary market
• commodity price volatility
• operational and execution risk
• regulatory and legal risk
• tax uncertainties
• interest rate fluctuations
• geopolitical and economic factors

Investments described on this Website may be highly speculative and may involve a long investment horizon.

There is no assurance that any investment objective will be achieved.

Investors must be able to bear the economic risk of an investment for an indefinite period of time and be capable of sustaining a total loss of their investment.

No Performance Guarantees

Rise Capital Partner Group LLC makes no representations or warranties regarding investment performance or financial outcomes.

Any references to historical performance, market conditions, or potential outcomes are provided for informational purposes only and should not be interpreted as guarantees or assurances of future performance.

Past performance is not indicative of future results.

Investment returns, distributions, and capital appreciation, if any, are not guaranteed and may vary significantly.

Forward-Looking Statements

The Website may contain forward-looking statements, projections, forecasts, expectations, or estimates regarding potential future events, investment outcomes, market conditions, or operational performance.

Forward-looking statements are inherently uncertain and are based on assumptions, estimates, and information available at the time they are made. Actual results may differ materially from those expressed or implied due to numerous risks and uncertainties.

Rise Capital Partner Group LLC undertakes no obligation to update or revise forward-looking statements contained on this Website.

Independent Due Diligence

By using this Website, you acknowledge that you are solely responsible for conducting your own independent due diligence regarding any investment opportunity.

You further acknowledge that you should rely only on the official Offering Documents when evaluating any investment and that you should consult with qualified legal, financial, and tax advisors before making any investment decision.

Rise Capital Partner Group LLC does not provide individualized financial advice through the Website.

Communications Consent (SMS, Email, and Phone)

By providing your contact information through the Website, including your phone number, email address, or other identifying information, you consent to receive communications from Rise Capital Partner Group LLC.

These communications may include:

• investor updates
• investment opportunity notifications
• educational content
• company announcements
• marketing communications
• event invitations
• investor relations communications

Communications may be delivered through email, phone calls, or SMS/text messaging.

Consent to receive communications is not a condition of any purchase or investment.

SMS Communications (TCPA & A2P Compliance)

By voluntarily providing your mobile phone number and opting into SMS communications, you agree to receive text messages from Rise Capital Partner Group LLC regarding investor updates, company announcements, educational materials, event invitations, and related communications.

Message frequency may vary.

Standard message and data rates may apply depending on your mobile carrier and service plan.

You may opt out of SMS communications at any time by replying STOP to any text message received from us. After opting out, you may receive a final confirmation message confirming your removal from the SMS program.

For assistance, you may reply HELP or contact us directly.

Mobile carriers are not responsible for delayed or undelivered messages.

Phone numbers collected for SMS communications will not be sold, rented, or shared with third parties for marketing purposes.

Privacy and Data Protection

Your use of the Website is also governed by our Privacy Policy, which describes how we collect, use, store, and protect personal information.

By accessing or using the Website, you consent to the data practices described in the Privacy Policy.

Limitation of Liability

To the fullest extent permitted by applicable law, Rise Capital Partner Group LLC, its affiliates, members, managers, officers, employees, agents, and representatives shall not be liable for any direct, indirect, incidental, consequential, or special damages arising from or related to your use of the Website or reliance on information contained on the Website.

This includes damages resulting from errors, omissions, interruptions, delays, unauthorized access to data, system failures, or reliance on information presented on the Website.

Use of the Website is at your own risk.

Indemnification

You agree to indemnify, defend, and hold harmless Rise Capital Partner Group LLC and its affiliates, officers, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses arising from your use of the Website, your violation of these Terms, or your violation of applicable laws or regulations.

Third-Party Websites

The Website may contain links to third-party websites for informational purposes. Rise Capital Partner Group LLC does not control, endorse, or assume responsibility for the content, policies, or practices of third-party websites.

Access to third-party websites is undertaken at your own risk.

Modifications to Terms

Rise Capital Partner Group LLC reserves the right to update, revise, or modify these Terms at any time. Updates will be reflected by the “Last Updated” date at the top of this document.

Your continued use of the Website following the posting of updated Terms constitutes acceptance of the revised Terms.

Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles.

Any disputes arising out of or relating to these Terms or the use of the Website shall be resolved exclusively in the state or federal courts located in Harris County, Texas, and you consent to the jurisdiction of such courts.

Contact Information

If you have questions regarding these Terms or the Website, please contact:

Rise Capital Partner Group LLC
Houston, Texas

Email: [email protected]
Phone: (832) 965-0822