REGULATION D LEGAL DISCLAIMER

 Important Legal Disclaimer for ROMULUS AI Regulation D Investment Offerings

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NOT AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY SECURITIES

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This website and any materials provided herein (collectively, the "Site") are for informational and educational purposes only and do not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction. No securities are being offered or sold pursuant to this Site. Any offers or sales of securities will be made solely through definitive offering documents, such as a Private Placement Memorandum (PPM), and only to persons who qualify as "accredited investors" as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"). All investments involve substantial risks, including the possible loss of your entire principal, and there can be no assurance that you will realize any return on your investment. Past performance is not indicative of future results.

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Accredited Investors Only

 
Access to and participation in any offerings on this platform are strictly limited to accredited investors who meet the qualifications under Regulation D. By accessing this Site or any offering materials, you represent and warrant that you are an accredited investor and have the financial ability to bear the economic risk of an investment in the securities described herein, including the potential loss of your entire investment. Non-accredited investors are prohibited from participating.

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No Investment Advice or Recommendation

 
ROMULUS AI is not a registered investment adviser, broker-dealer (except as may be disclosed in specific offering documents), or fiduciary. Nothing on this Site constitutes investment, financial, legal, tax, or accounting advice. We do not provide personalized recommendations or monitor your investments. All decisions to invest must be based on your own independent evaluation of the risks and merits of each offering, after consulting with your own professional advisors, including financial, legal, and tax professionals. ROMULUS AI acts solely as a technology platform facilitating connections between issuers and investors and does not endorse, recommend, or guarantee any specific investment opportunity.

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High-Risk Nature of Regulation D Investments

Regulation D offerings are exempt from the full registration requirements of the Securities Act but are subject to anti-fraud provisions and other federal and state securities laws. These private placements are highly speculative, illiquid, and suitable only for investors who can afford to lose their entire investment. Key risks include, but are not limited to:  

- Illiquidity: Securities may not be easily sold or traded, and there may be no secondary market.

 
- Speculative Ventures: Many issuers are early-stage companies with unproven business models, facing significant operational, market, and competitive risks.  

- Limited Disclosure: Unlike public offerings, Regulation D provides less regulatory oversight and disclosure, increasing the potential for incomplete or misleading information.

 
- Economic and Market Volatility: Investments may be adversely affected by broader economic conditions, regulatory changes, or issuer-specific events.  

- Total Loss Potential: There is no guarantee of dividends, distributions, or recovery of capital.

 

Investors should carefully review all offering documents, including risk factors, financial statements, and terms of the securities, before making any investment decision.

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Platform Limitations and Conflicts of Interest

 
ROMULUS AI does not negotiate terms, execute purchase agreements, hold investor funds, or provide custody services. Transactions are conducted directly between issuers and investors. As a technology platform, we may receive compensation from issuers, such as placement fees, success fees, or equity incentives, which could create conflicts of interest. For example:  

- Issuers may pay us fixed fees or commissions based on capital raised (e.g., up to 10% of proceeds).

 
- We may limit visibility or recommendations to certain issuers who compensate us.

 
- Our affiliates may participate in or benefit from offerings.

 

We mitigate these conflicts through disclosures, training, and compliance policies, but you should independently assess them. This platform complies with Regulation Best Interest (Reg BI) where applicable for broker-dealer activities.

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Bad Actor Disqualification

  
Pursuant to Rule 506(d) of Regulation D, issuers and certain covered persons (including directors, executive officers, promoters, and beneficial owners of 20% or more of the issuer's securities) are disqualified from relying on the Regulation D exemption if they have been subject to certain "bad actor" disqualifying events within the past 10 years (or 5 years for certain events). By participating in any offering, you certify that you are not subject to any such disqualifying events as defined in Rule 506(d), including but not limited to:

 
- Felony or misdemeanor convictions related to securities fraud or business conduct.  
- Court injunctions or restraining orders involving securities violations.  
- SEC or state regulatory bars or cease-and-desist orders.  
- Suspensions or expulsions from self-regulatory organizations.

 

Failure to disclose a disqualifying event may result in rescission rights or legal penalties.

 

No Warranties and Limitation of Liability
All information on this Site is provided "as is" without warranties of any kind, express or implied. ROMULUS AI disclaims all liability for any errors, omissions, or inaccuracies. In no event shall ROMULUS AI or its affiliates be liable for any indirect, incidental, or consequential damages arising from your use of this Site or any investments made through it.

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Governing Law and Changes

  
This disclaimer is governed by the laws of the United States and the State of [Insert State, e.g., Delaware]. We reserve the right to modify this disclaimer at any time without notice; continued use of the Site constitutes acceptance of changes. Last updated: [Insert Date].  

For questions, contact [Platform Contact Info]. Always consult qualified professionals before investing. This is not a substitute for personalized advice.