Investment Disclaimer

1. No Offer; Documents Control

This is not an offer or solicitation. Offers are made only through official offering documents (e.g., Private Placement Memorandum, "PPM") and executed agreements. If there is any conflict, the PPM and final signed documents govern.

2. Eligibility

Offerings are available only to investors who meet legal eligibility (e.g., accredited investor; other qualifications as applicable). Verification may be required before access or subscription.

3. No Advice; No Fiduciary Duty

Information on our site, platform, or via Zookey is for general information. It is not investment, legal, accounting, or tax advice, and does not create a fiduciary relationship. Make decisions with your own advisors.

4. Regulatory Status; No Endorsement

Investments rely on exemptions from registration under U.S. securities laws (e.g., Regulation D). No regulator has reviewed, approved, or endorsed these offerings.

5. Risks (Summary)

All investments involve risk, including loss of principal. Key risks may include:

Illiquidity and transfer restrictions; no public market.
Credit/counterparty risk of issuers, obligors, and service providers.
Leverage risk (if used).
Interest rate and market risk.
Concentration and geographic risk.
Valuation uncertainty (models/estimates; limited market data).
Regulatory and tax changes that may impact returns.

Read the "Risk Factors" section of the PPM for a full list.

6. Performance & Valuation

Past performance is not indicative of future results. Any target returns, projections, or examples are illustrative and not guarantees. Interim valuations may be estimates and can change.

7. Fees & Conflicts

Fees and expenses reduce returns. See the PPM for complete fee schedules, expense allocation, and potential conflicts of interest (e.g., affiliated service providers, co-investment allocation).

8. Liquidity & Transfer

Interests are generally illiquid and subject to transfer limits in the PPM and applicable law. Be prepared to hold for the full term.

9. Tax

Tax outcomes vary by investor. We do not provide tax advice. Consult your tax advisor and review the PPM's tax section.

10. ERISA / Plan Investors

Plan fiduciaries should review ERISA and related rules, including plan asset, prohibited transaction, and fiduciary standards. See the PPM for ERISA disclosures.

11. Custody & Counterparties

Assets and cash may be held by third-party custodians, banks, trustees, or administrators. These counterparties present operational and credit risks.

12. Sanctions, AML, and KYC

Participation is subject to Know-Your-Customer/Anti-Money-Laundering checks and applicable sanctions laws (e.g., OFAC). We may decline or restrict participation where required.

13. Tokenized Access (If Applicable)

If access is provided through tokenized structures or digital representations:

Legal rights are defined by off-chain agreements.
Tokens may face smart contract, custody, key management, oracle, network, or regulatory risks.
Secondary markets, if any, may be limited or unavailable.

14. Not a Bank Product

Investments are not bank deposits, not insured by the FDIC, and not guaranteed by any bank.

15. Jurisdictional Limits

Offerings are not available where unlawful. Availability may vary by state or country.

16. Forward-Looking Statements

Any forward-looking statements are uncertain and subject to change. We do not undertake to update them.

17. Changes

We may update this Investment Disclaimer. Updates will appear here with a revised effective date.