AllocationsX
Effective date: 16 October 2026 · Operator: Allocations Securities, LLC
1. Acceptance and scope
1.1 These Platform Terms and Conditions (“Terms”) are an agreement between Allocations Securities, LLC, a Delaware limited liability company doing business as AllocationsX (“AllocationsX,” “we,” “us” or “our”), and the individual or entity accepting them (“you” or “User”). They govern access to allocationsx.com, app.allocationsx.com and the related websites, applications, account interfaces, communications and tools we make available under these Terms (the “Platform”).
1.2 You accept these Terms by clicking the acceptance control presented with them or signing them. If you act for an entity, you represent that you have authority to bind that entity; references to “you” then mean that entity, and you must ensure that its authorized representatives comply with these Terms. Do not open an account or use restricted Platform features if you do not agree.
1.3 These Terms govern Platform use. They do not, by themselves, constitute an order to buy or sell securities, a purchase agreement, a commitment to transact, or authority for discretionary trading. Brokerage and trading participation, and individual transactions, are subject to the separate documents described in Sections 3 and 27. Accepting these Terms does not mean that you have accepted a document that has not been separately presented to you for acceptance.
1.4 Our applicable privacy notices explain how we handle personal information. Section 17 governs their relationship to these Terms. No provision of these Terms waives a right or obligation that cannot lawfully be waived.
2. Changes to these Terms
2.1 We may amend these Terms prospectively. For a material amendment, we will notify registered Users through their registered email address or the Platform at least 30 days before it takes effect, identify the effective date and provide access to the revised Terms. We may make a change sooner where reasonably necessary to comply with law or address an urgent security threat, with notice as soon as reasonably practicable.
2.2 We will request renewed affirmative acceptance where required by law or where a change materially alters the parties’ rights or obligations. Otherwise, continued Platform use after the notified effective date constitutes acceptance of the revised Terms. If you do not accept a revision, stop using the affected services and contact us about closing your account.
2.3 Changes do not retroactively alter an accepted order, an existing transaction, accrued rights, or a dispute that arose before the change. Transaction Documents may be amended only in accordance with their own terms and applicable law.
3. Platform services and separate transaction documents
3.1 AllocationsX provides access for approved participants to secondary transactions in private securities, including eligible company shares and, where offered, interests in special purpose vehicles or funds. Available functions may include onboarding, eligibility verification, access to investment information, indications of interest, submission of purchase order requests or sale instructions, communication, document execution and transaction-status information.
3.2 AllocationsX operates an alternative trading system (“ATS”) under Regulation ATS. An ATS is not a registered national securities exchange. Availability of a security or feature does not assure a market, a counterparty, execution, settlement or liquidity. Trading functions are available only within our permitted activities and the applicable participation rules.
3.3 “Transaction Documents” means the separate account or brokerage agreements, ATS subscriber or participation agreements and trading rules, purchase order requests, sale instructions, trade confirmations, purchase or sale agreements, subscription or transfer documents and related disclosures applicable to you or a transaction. We will present documents requiring your agreement separately. A confirmation or legally required disclosure has the effect assigned to it by applicable law and the relevant agreements; receipt alone does not constitute agreement to an unrelated new obligation.
3.4 A listing, reference price, watchlist, inquiry or indication of interest is not a binding order unless the relevant submission process expressly identifies it as such and is governed by accepted Transaction Documents. Those documents and the expressly identified order process determine when an order or commitment becomes binding, how it may be accepted, amended, rejected or cancelled, and the effect of a match or confirmation. A binding obligation may arise before a later confirmation is issued or signed; these Terms do not postpone that obligation.
3.5 Submission or an automated receipt acknowledgment does not by itself establish execution or settlement. A cancellation request is effective only as provided in the applicable Transaction Documents; do not assume an order has been cancelled until its status is confirmed through the designated process. Settlement may depend on payment, delivery, issuer or manager consent, rights of first refusal, transfer restrictions and other conditions. These Terms do not independently authorize us to reprice, cancel or reverse an executed trade.
4. Broker-dealer role and limitations
4.1 Allocations Securities, LLC is an SEC-registered broker-dealer, FINRA member and SIPC member, with CRD number 317750 and SEC registration number 8-70850. Registration and membership do not constitute approval of any investment or endorsement of the Platform.
4.2 Our ATS services are provided on a non-discretionary basis. You make the decision whether to submit an order. Access to information, screening tools or a listing is not, by itself, a personalized recommendation. We do not undertake to provide investment advisory, legal, tax or accounting services, or ongoing portfolio monitoring, under these Terms. Any separately agreed service is governed by its own agreement.
4.3 These descriptions do not determine the legal character of our actual conduct or disclaim our broker-dealer responsibilities. If our conduct constitutes a recommendation or otherwise triggers a legal duty, applicable requirements, including Regulation Best Interest, suitability, best execution, supervision and disclosure requirements, apply to the extent relevant. Your accreditation, sophistication or independent evaluation does not waive those requirements.
4.4 We do not form, manage or administer an investment vehicle under these Terms merely because an interest in it appears on the Platform. Any such service by us or an affiliate requires a separate agreement identifying the service provider.
5. Eligibility, account access and security
5.1 You must be at least 18, have legal capacity, and satisfy our onboarding and jurisdictional requirements. Access to trading is limited to approved participants who meet the eligibility criteria applicable to the security, exemption and transaction. Accreditation, qualified purchaser status and qualified institutional buyer status are different tests; meeting one does not establish the others. We may require evidence and periodic reverification.
5.2 Provide accurate, complete and current information about identity, beneficial ownership, control persons, authority, tax status, residence and investment eligibility, and promptly report material changes. You authorize checks reasonably necessary for identity verification, anti-money laundering, sanctions screening and other legal requirements, subject to applicable privacy law. We may decline or restrict access where verification is incomplete or legal requirements are not satisfied.
5.3 Keep credentials confidential, use the security measures we require, and give each authorized representative an approved means of access. Do not share passwords or let an unapproved person use an account. You are responsible for administering your representatives’ permissions and promptly telling us when their authority changes.
5.4 Notify us promptly through Section 30 if you suspect unauthorized access, compromised credentials or an incorrect instruction. We may verify, delay or restrict a suspected instruction as permitted by law and the Transaction Documents. Credential use is evidence of an instruction, but is not conclusive proof of authority or an automatic transfer to you of losses caused by our acts or omissions.
5.5 Electronic signatures and records may be used where legally permitted. We will obtain any separately required electronic-delivery consent, including disclosures about covered records, access and retention requirements, paper copies, withdrawal and its consequences, before relying on it. Accepting these Terms alone does not supply a consent or acknowledgment required by another law or document. Keep your contact details current and retain copies of records made available to you.
6. Technical use restrictions
6.1 Do not copy, resell, sublicense or commercially redistribute the Platform; derive its source code or circumvent access controls, except to the extent applicable law expressly permits an activity despite this restriction. Do not scrape data, use unauthorized automated access, overload systems, probe security without permission, or introduce harmful code.
6.2 Any authorized integration or API access is subject to the permissions and additional terms communicated to you. Preserve proprietary notices and do not use Platform data to build or supply a competing data product without written authorization. These restrictions do not prevent retaining your own records or making disclosures permitted by Section 8.
7. License and reserved rights
7.1 While you comply with these Terms, we grant you a limited, non-exclusive, non-transferable permission to access the Platform for your own lawful evaluation and use of its services, or for the entity you are authorized to represent. You may download or print materials made available for that purpose for your records and permitted professional review.
7.2 Access does not transfer ownership of the Platform, its software or third-party content. All rights not expressly granted remain with their owners. Termination of access does not require destruction of transaction records you are entitled or legally required to retain.
8. Intellectual property and confidentiality
8.1 We and our licensors retain our rights in the Platform, its design, software and proprietary materials. You retain your rights in content you supply, subject to the limited permissions in Section 17. Ownership of securities or issuer materials is governed by the relevant instruments and Transaction Documents.
8.2 “Confidential Information” means non-public information disclosed through or in connection with the Platform that is marked confidential or that a reasonable recipient would understand is confidential, including data-room materials, investor identities, holdings, orders, negotiations, pricing and security information. It excludes information the recipient can demonstrate became public without breach, was already lawfully known without restriction, was received lawfully without restriction from another source, or was independently developed.
8.3 Each party must use Confidential Information only to evaluate, provide, use or administer authorized services or transactions, protect it with reasonable care, and disclose it only to persons with a need to know who are bound by confidentiality duties. You may share it with your authorized representatives and professional advisers on that basis and are responsible for their compliance. Our disclosures are further limited by Section 17 and applicable protections for customer and ATS trading information.
8.4 A party may disclose information as legally required, with advance notice to the other party where lawful and practicable and reasonable steps to limit disclosure. Nothing restricts contacting or cooperating with a regulator, law enforcement, a court or an arbitration forum, reporting suspected violations, making protected whistleblower disclosures, or receiving a lawful whistleblower award. No prior authorization or notice to us is required for those activities.
8.5 Confidentiality continues for three years after disclosure, and longer while information is protected as a trade secret, personal information or confidential trading information under applicable law, or under a separately accepted confidentiality agreement. This Section does not authorize trading while unlawfully possessing material non-public information.
9. Names and trademarks
The AllocationsX name and marks, and other names and marks appearing on the Platform, belong to their respective owners. You may not use them to imply sponsorship, endorsement or affiliation without permission. An issuer’s name or logo on the Platform does not imply that the issuer sponsors the Platform, has approved a transaction, or has provided or verified the displayed information.
10. Your responsibilities
10.1 Use the Platform only for your own account or an identified principal for whom you have authority. Supply accurate instructions, review documents and transaction details before submitting them, and promptly notify us of apparent errors. You must comply with applicable securities, anti-fraud, sanctions and other laws and with valid restrictions binding on you.
10.2 A prospective seller must be entitled to offer the relevant interest, have authority to disclose the supplied information, and disclose known transfer restrictions, liens, consent requirements and other material limitations. Do not offer securities you do not own or have documented authority to sell. A prospective buyer must provide truthful eligibility information and satisfy funding and other obligations under the applicable Transaction Documents.
10.3 You are responsible for assessing a proposed investment with any advisers you choose, including the security or vehicle actually acquired, fees, transferability and tax consequences. These responsibilities supplement, and do not replace or reduce, our duties. Any transaction-specific representation, warranty or undertaking must be made in the relevant Transaction Documents.
10.4 You are responsible for your equipment and connectivity. Promptly install security updates reasonably required for Platform use and maintain copies of important records. A failure to report an error immediately does not automatically waive a claim or shorten a legal deadline.
11. Fees, payment and expenses
11.1 Platform-access charges, if any, must be disclosed and accepted before they are incurred. Commissions, spreads if applicable, transfer charges, escrow or custody charges, cancellation charges and other transaction expenses are governed by the applicable fee disclosure and Transaction Documents. Creating an account or accepting these Terms alone does not authorize an unspecified charge.
11.2 The applicable disclosure must identify the fee or its calculation, the payer, when it is earned and payable, and its treatment if a transaction fails or is cancelled. Fees may be payable even if an investment loses value. We may receive compensation from more than one participant where disclosed and permitted by law. No fee increase applies retroactively to an accepted order or transaction.
11.3 Pay properly due amounts by the agreed method and deadline. You are responsible for taxes legally imposed on you and external charges allocated to you in the applicable documents. These Terms do not grant a lien, a general right of set-off, or permission to debit investment funds. Any such authority requires a separate valid agreement and compliance with law.
11.4 Send funds only according to verified instructions for the relevant transaction. Independently confirm any change in payment instructions through a previously verified contact method. A Platform message alone does not authorize payment to an unverified recipient.
12. Prohibited conduct
You must not use the Platform for fraud, impersonation, money laundering, sanctions evasion, market manipulation, fictitious or collusive trading, misleading orders or transactions, unlawful solicitation, or unlawful trading or tipping involving material non-public information. Do not falsify eligibility, beneficial ownership, source-of-funds information or documents; conceal an undisclosed principal; or evade transfer restrictions, access controls or a lawful suspension. Do not upload unlawful material, infringe others’ rights, harass users, send unsolicited promotions, or misuse confidential information. Do not broker transactions for others or solicit transaction-based compensation through the Platform unless we have expressly approved the arrangement and all required registrations or exemptions are in place.
13. Monitoring, restrictions and termination
13.1 We may monitor and retain Platform activity and business communications, investigate suspected misuse, request supporting information, and remove content or restrict access where reasonably necessary for legal compliance, security, suspected fraud, a material breach, orderly operation or loss of eligibility. Any recording requiring consent is subject to separately obtaining that consent. We may provide information to regulators and other authorized recipients as permitted or required by law.
13.2 We may suspend access immediately where reasonably necessary for those purposes. Where lawful and practicable, we will give notice and an opportunity to resolve a remediable issue. We may otherwise end Platform access on 30 days’ notice. These powers remain subject to applicable ATS access requirements and our obligations under Transaction Documents; they are not authority for arbitrary treatment contrary to those requirements.
13.3 You may request closure at any time using Section 30. Closure or suspension does not by itself cancel an outstanding order, rescind an executed trade, release payment or delivery obligations, or extinguish a claim. We will address pending matters under the Transaction Documents and applicable law and provide a reasonable alternative means to obtain required records and communicate about them. Section 18 governs the other consequences of termination.
14. User content and submissions
Information, documents, messages and other materials you submit (“User Content”) must be accurate in material respects, not misleading by omission, lawfully obtained, and authorized for the intended disclosure. Identify material assumptions and limitations and promptly correct material errors you discover. Do not upload information subject to an issuer, employer or third-party restriction unless disclosure is permitted. Submission does not make material public or authorize general solicitation. We may moderate or remove User Content, subject to record-retention requirements, but that power does not relieve us of legal duties concerning communications or information we distribute.
15. Information and secondary-market risks
15.1 Information may come from issuers, sellers, participants, affiliates or external providers and may be incomplete, delayed or unaudited. Unless expressly identified otherwise, displayed prices, valuations, estimates and historical transactions are informational references, not executable quotes, independent appraisals or promises of future value. Different share classes, preferences, vehicle structures, fees and restrictions may make prices or valuations non-comparable.
15.2 Private securities can be highly speculative and may lose their entire value. They may be unregistered and subject to resale restrictions, issuer or manager consents, rights of first refusal, lockups and other limits. There may be no buyer, reliable price, public market or liquidity event, and a holding period may be indefinite. A submitted or matched transaction may fail to settle.
15.3 Investors may have limited financial information, governance rights and access to management. Dilution, preference rights, valuation uncertainty, counterparty default, fraud, issuer insolvency and tax consequences can materially affect returns. An interest in a fund or special purpose vehicle is an interest in that vehicle and does not necessarily confer direct ownership of, or rights against, the underlying company.
15.4 Review the actual investment and transfer documents and all relevant disclosures. Risk disclosures here are not exhaustive, and historical performance does not predict future results. These statements do not excuse misleading communications, replace a required investigation or disclosure, or limit rights relating to inaccurate statements or omissions.
16. Availability, changes and external services
16.1 Platform access may be interrupted by maintenance, outages, telecommunications failures, cyber incidents, third-party failures or events beyond reasonable control. We do not promise uninterrupted availability, a specific response time or service credits under these Terms. We will use reasonable measures to maintain and restore the Platform and give notice of a material interruption where practicable.
16.2 We may change or discontinue features, subject to Section 2 where the change requires an amendment and to our obligations concerning pending matters. If an interruption affects an instruction, verify its status before resubmitting. Contact us through Section 30 for available alternatives; email or a telephone call is not an accepted order channel unless we expressly authorize it.
16.3 Third-party websites and independently selected services may have separate terms and privacy notices. A link is not an endorsement. Use of a service provider does not relieve us of a responsibility we retain under these Terms or applicable law. No event in this Section automatically cancels an executed transaction or excuses a non-waivable obligation.
17. User data, privacy and records
17.1 “User Data” includes User Content and account, identity, eligibility, financial and transaction information provided or generated in connection with your use of the Platform. “Personal Information” means information protected as personal data or personal information under applicable law. You retain your rights in User Data; these Terms do not transfer ownership of your information to us.
17.2 You permit us to process User Data only as reasonably necessary to provide and secure services, conduct authorized verification, administer transactions, keep required records, comply with law and resolve disputes. We may provide relevant information to authorized service providers, transaction counterparties, issuers, transfer agents and other participants to the extent needed for those purposes and permitted by law. Service providers must be subject to appropriate restrictions and safeguards.
17.3 We will protect customer information and confidential ATS trading information under applicable law, including applicable Regulation S-P and Regulation ATS requirements. Confidential order or trading information is not licensed for unrestricted affiliate use, marketing, resale or proprietary trading. System analytics and improvements must respect those restrictions. Any use of aggregated or de-identified information must be lawful and must not identify a person, position or confidential trading interest, or permit reasonable re-identification.
17.4 Applicable privacy notices are available through the Platform’s privacy or compliance link, currently https://app.allocationsx.com/compliance. We will provide the privacy notices required for our relationship with you. Those notices explain processing and privacy choices; these Terms do not themselves supply consent for unrelated marketing or waive an opt-out or other privacy right. A group policy applies only to the extent it expressly covers our processing. Its dispute or liability language does not amend Sections 21, 24, 25 or 27.
17.5 We will maintain reasonable administrative, technical and physical safeguards and comply with applicable incident-response and notification duties. We may retain records for regulatory periods, legal holds and other lawful purposes after account closure; deletion requests remain subject to those requirements. Where practicable, retained information no longer needed for active service will be restricted to the relevant retention purpose.
17.6 You must have authority to provide information about another person and provide any notices or consents legally required from you. We remain responsible for our own lawful processing. International transfers must use any safeguards required by applicable law; accepting these Terms alone is not a substitute for those safeguards.
18. Refunds and effects of termination
18.1 Earned charges remain payable under the applicable fee terms. Refunds of transaction charges, return of investment funds and treatment of failed or cancelled trades are determined by the Transaction Documents and applicable law. These Terms do not impose a blanket forfeiture of investment funds or a no-refund rule for unearned transaction fees.
18.2 Unless a separately accepted Platform fee schedule lawfully provides otherwise, if we discontinue a prepaid Platform service for convenience before the paid period ends, we will refund the unused portion. Voluntary account closure does not by itself require refund of charges already earned. Statutory refund rights remain unaffected.
18.3 On termination, permission to use restricted Platform features ends. We will make records you are entitled to receive reasonably available through the Platform or an alternative channel, subject to identity verification, legal restrictions and retention requirements. Account closure is not a direction to delete legally required records.
18.4 Accrued payment obligations, pending transaction obligations, confidentiality, retained-record permissions, ownership provisions and Sections 21, 22, 24, 25, 26 and 27 survive to the extent needed to give them effect. Termination does not extend a data-use permission beyond its stated purposes or extinguish a remedy.
19. Warranties and Platform disclaimers
19.1 Subject to our express commitments and Sections 4.3 and 21.3, the Platform’s technology and informational features are provided on an available basis. To the extent lawful, we disclaim implied warranties of merchantability, fitness for a particular purpose and non-infringement for those features. We do not guarantee that every defect will be corrected or that information or systems will always be complete, current, uninterrupted or free from harmful code.
19.2 We do not warrant investment performance, a counterparty’s performance, issuer consent, the availability of a buyer or successful execution or settlement. These limitations do not disclaim an express transaction undertaking or a duty concerning security, privacy, due diligence, communications, execution or other regulated activity. No disclaimer makes your use of the Platform a waiver of a claim based on our misconduct.
20. Conflicts, custody and investor protections
20.1 Transaction-based compensation can create an incentive to facilitate more or larger transactions. We may receive disclosed compensation from buyers and sellers. Affiliations, relationships with issuers or vehicles, and permitted personal or affiliate holdings may create additional conflicts. We will provide required disclosures and identify, address, mitigate or eliminate conflicts as required by applicable law. A general acknowledgment of conflicts does not waive a claim or authorize undisclosed principal trading, self-dealing or misuse of confidential trading information.
20.2 Our capacity and any material financial interest in a transaction will be disclosed as required. Nothing in these Terms appoints us as custodian, escrow agent, lender or discretionary investment manager. Do not send us funds or securities for safekeeping based solely on these Terms. Any settlement, escrow or custody arrangements must be identified in the applicable Transaction Documents, together with the relevant provider and instructions.
20.3 SIPC membership does not insure market value, investment returns, liquidity or every private investment. Whether any protection applies depends on the account, assets, custody arrangements and applicable law. Neither membership nor the display of an investment on the Platform establishes coverage. Information about SIPC is available at https://www.sipc.org.
20.4 Our Form CRS and other required disclosures are provided where applicable and remain separate from these Terms. You may obtain the firm’s background information through FINRA BrokerCheck at https://brokercheck.finra.org/firm/summary/317750. Nothing restricts your right to contact FINRA, the SEC, SIPC or another competent authority.
21. Liability
21.1 For claims arising solely from the provision of unregulated website or software access under these Terms, our aggregate liability is limited to the greater of USD 1,000 and the Platform-access fees you paid us during the 12 months preceding the event giving rise to the claim. Investment principal, transaction commissions and amounts paid to third parties are not Platform-access fees.
21.2 For only the claims described in Section 21.1, neither party is liable for indirect or consequential loss, lost anticipated profits or punitive damages, to the extent lawfully excludable. The characterization of a loss depends on applicable law and the circumstances; a loss is not excluded merely because it relates to an investment.
21.3 Neither the cap nor the exclusions apply to brokerage, ATS, order-handling, execution, settlement or other securities-related services or claims; a breach of confidentiality, privacy or information-security obligations; fraud, willful misconduct or gross negligence; misuse or misappropriation of funds, securities or property; or liability or remedies that cannot lawfully be limited. They do not limit an arbitrator’s authority or an award available under applicable FINRA rules. The cap does not limit your obligation to pay properly due fees or perform an accepted transaction.
21.4 No provision in these Terms requires a waiver of compliance with federal or state securities law or FINRA rules, or a release of a claim arising under them. Applicable law and any enforceable Transaction Documents determine liability outside the narrow scope of Sections 21.1 and 21.2.
22. Indemnification
22.1 To the extent permitted by law, you will reimburse AllocationsX for reasonable amounts finally awarded to a third party, or paid in a settlement you approve, and reasonable defense costs, to the extent caused by your fraud, willful misconduct, material breach of these Terms, or knowing submission of material that infringes another person’s rights. This obligation concerns third-party claims, not our direct claims against you or losses from an investment merely because you used the Platform.
22.2 There is no indemnity to the extent a claim results from our or our personnel’s breach, negligence, misconduct or violation of law. No indemnity requires reimbursement of our regulatory penalties or the costs of resisting a claim you lawfully bring against us, or operates as a waiver of securities-law protections.
22.3 We must give prompt notice, reasonable details and an opportunity to participate in the defense; a delay reduces the obligation only to the extent it causes material prejudice. You may control a covered defense with competent counsel reasonably acceptable to us, subject to conflicts of interest and regulatory requirements. Neither party may bind the other to a settlement admitting wrongdoing, imposing a non-monetary obligation or failing to provide an appropriate release without that party’s prior written consent, not to be unreasonably withheld. We will reasonably cooperate at your reasonable expense.
23. Geographic, sanctions and export restrictions
The Platform is available only where we may lawfully provide the relevant service. Access from a location does not establish that we are registered or authorized there or that an investment may lawfully be offered there. You must accurately disclose your location and status, comply with applicable sanctions and export restrictions, and not use technical means to conceal an ineligible jurisdiction. We may restrict access or refuse an activity as required by law. Nothing permits us to provide a service outside the scope of our registrations, exemptions or regulatory permissions.
24. Governing law and dispute resolution
24.1 Delaware law governs these Terms, without applying conflict-of-law principles that would select another state’s law, subject to applicable federal law and mandatory protections that cannot be displaced by agreement.
24.2 These Terms do not create a mandatory predispute arbitration agreement or a class-action or jury-trial waiver. Any arbitration agreement must be separately entered into and comply with applicable requirements, including FINRA Rule 2268 where applicable. Nothing in these Terms limits a customer’s right to request arbitration under FINRA Rule 12200 or any other right or obligation under FINRA rules.
24.3 For a dispute not required to be arbitrated under applicable FINRA rules or an enforceable separate agreement, the parties submit to the state courts in Delaware and the federal courts in the District of Delaware that have subject-matter jurisdiction. That forum selection does not restrict a claim or proceeding permitted in another forum by a non-waivable law or applicable FINRA rule, including a permitted class action, regulatory proceeding or proceeding concerning an arbitration award.
24.4 You may contact us under Section 30 to seek an informal resolution, but doing so is voluntary and is not a condition to filing a claim or contacting a regulator. These Terms do not impose equal sharing of arbitration fees, automatic prevailing-party attorney fees, a fixed number of arbitrators or limits on available remedies. Applicable law, forum rules and any enforceable separate agreement govern those matters.
25. Time limits for claims
Applicable statutory limitation periods and applicable arbitration eligibility rules govern claims. These Terms do not shorten those periods, impose a one-year contractual deadline, or require notice of a claim as a condition to preserving it. An operational request to report an error promptly does not alter those rules.
26. Waiver and severability
A waiver must be express and applies only to the matter identified; a delay in exercising a right is not a waiver. If a provision is unenforceable, it will be limited or severed only to the extent lawful and necessary, and the remaining provisions will continue unless doing so would defeat the agreement’s essential purpose. No interpretation or severance may expand a waiver of investor protections or restrict a right preserved by Section 24.
27. Entire agreement and order of precedence
27.1 These Terms are the complete agreement about general Platform access and replace prior understandings on that subject only. They do not replace an account agreement, ATS participation agreement, Transaction Document, separate confidentiality undertaking, issuer governing document or required disclosure, and do not import an Allocations Inc. master services agreement merely because you use the Platform.
27.2 Mandatory law and applicable regulatory rules control. Subject to them, a separately accepted Transaction Document prevails over these Terms for its specific subject matter, including order formation, execution, settlement, transaction fees and dispute procedures. Conflicts among Transaction Documents are resolved by their express hierarchy and applicable law; a later routine confirmation does not automatically amend another agreement beyond its lawful function. Issuer or vehicle governing documents determine the rights and restrictions attaching to the relevant security.
27.3 Privacy notices describe data practices and required privacy choices, but do not amend these Terms’ allocation of contractual rights or their dispute provisions. A separately required privacy protection or statutory right remains effective. General marketing statements, FAQs and dashboard labels do not amend an agreement, excuse a required disclosure or limit remedies for misleading statements.
27.4 If you identify an apparent inconsistency, contact us before submitting the affected instruction. Your failure to identify a conflict does not waive a legal right. Each separate agreement must be accepted, amended and interpreted in accordance with its own requirements and applicable law.
28. Relationship of the parties
These Terms do not form a partnership, joint venture, employment relationship or investment advisory relationship. You have no authority to bind AllocationsX. This Section does not deny an agency or other relationship that arises when we act as a broker under Transaction Documents or applicable law. An affiliate or third-party provider is not your counterparty merely because it supports the Platform.
29. Assignment and service providers
You may not transfer an account or assign these Terms without our written consent, except as required by law or under a separately approved arrangement. We may assign these Terms to a qualified successor in a lawful merger, reorganization or transfer of the relevant business, with notice and subject to required regulatory approvals and customer consents. Assignment does not itself transfer securities, alter a transaction, or release an accrued obligation. We may engage service providers, but remain responsible for duties that cannot be delegated or that we expressly retain. No assignment or subcontracting permits unauthorized access to confidential trading or customer information.
30. Contacts, notices and complaints
The Platform is operated by Allocations Securities, LLC, doing business as AllocationsX. For account questions, complaints, security concerns or written notices, contact: Allocations Securities, LLC Attention: Operations Team 3558 Round Barn Boulevard, Suite 200, Office 206 Santa Rosa, CA 95403, United States Email: [email protected] Use the designated order process for transaction instructions. General correspondence, a complaint or an unanswered message does not place or cancel an order. We may update contact details by notice without changing substantive rights. We will send contractual notices to your registered contact details or through the Platform, subject to applicable delivery and consent requirements. Material amendments follow Section 2. Required disclosures, confirmations and legal notices must be delivered by a legally effective method; posting alone is insufficient where law requires more. These contact procedures do not replace legal service of process or restrict access to a regulator or dispute forum.