Terms of use/Terms of Conditions

 

Terms of use/Terms and Conditions

 Your use of our website is governed by the following terms and conditions (“Terms of Use”), as well as the ZENYA CAPITAL Privacy Policy and other operating rules, minimum qualifications and cautions posted throughout the website or presented to you individually during the course of your use of the website (collectively, the “Terms”). The Terms govern your use of the website and ZENYA CAPITAL reserves the right to update or replace the Terms any time without notice.  You are advised to review the Terms for any changes when you visit the website even if you have not received a notification of changes as you are bound by them even if you have not reviewed them. Your viewing and use of the website after such change constitutes your acceptance of the Terms and any changes to such terms. If at any time you do not want to be bound by the Terms you should logout, exit and cease using the website immediately.

Intended Use of Website

ZENYA CAPITAL is not a broker-dealer or placement agent. At no time does ZENYA CAPITAL offer, broker, advise, purchase, sell or otherwise transact in securities regulated by the SEC or federal or state law. ZENYA CAPITAL does not accept, hold or transfer cash or securities. ZENYA CAPITAL does not guarantee that a Company seeking investment will achieve any level of success or that any proposed offering will qualify under applicable federal and state securities laws.

ZENYA CAPITAL is not a personal financial advisor. ZENYA CAPITAL, whether through the website or otherwise, does not provide personal financial advice, loans or credit, banking, consumer credit ratings, credit decisions, financial products, brokerage accounts, insurance, tax advice, legal advice, or financial or legal services of any kind. 

ZENYA CAPITAL does not guarantee any results to anyone. All users of the website are responsible for making their own decisions to use the website and for any activity taken on the website, including without limitation registering and making an investment or otherwise.

User Registration

If you are accepting the Terms on behalf of an organization or entity, rather than in an individual capacity, you represent and warrant that you are authorized to accept the Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).

Only real persons at or above the age of 18 may register for an account and use the website. Registering for an account on the website creates no commitment or obligation on the registered user to make any investment or seek any investment. All information you provide to the website must be truthful, accurate and complete in all material respects. Our registration process may use third-party validation technology, including those provided by third-party social media sites, to attempt to confirm your qualification to use the website.

ZENYA CAPITAL may reject any application to register an individual or an organization or entity for failure to achieve validation through available methods or otherwise meet ZENYA CAPITAL’S registration requirements.

Your registration and the use of any third-party site is subject to the terms and conditions and policies of such sites and ZENYA CAPITAL is not responsible or liable for any harm resulting from the use or misuse of those sites, including when such harm could or does affect your account on this website or use of the website. 

Registered Account Obligations

The named registered user of an account is the only person that may use the account and it may not be transferred to anyone else. 

You are responsible for maintaining the confidentiality of your username and password and to periodically change your password to maintain security. If you have concerns that your username or password may have been compromised and suspect that unauthorized access to your account or the website has occurred, you must immediately contact ZENYA CAPITA’s investor support through a secure method (which may not be through your website account).

Content Use Limitations

Your use of the website and its videos, webinars, images, infographics, alerts, text, articles, assessments, checklists, forms, ratings, design, data, source code, analytics, photos, software, trademarks, copyrights, and other information (“Content”) may only be used for the lawful and intended purposes expressly authorized by ZENYA CAPITAL. If you access this website from outside the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction, as well as any restrictions that you may be subject to by a department of the United States government. Any misuse or unauthorized use of the website and its Content, or other violations of the Terms may violate Applicable Law (see below), including without limitation SEC regulations and applicable state securities laws, copyright laws (including the Digital Millennium Copyright Act), trademark laws, the laws of privacy, laws of publicity, identity theft and communications statutes and regulations, in which case ZENYA CAPITAL is authorized to terminate your account and access to the website at any time and without notice and report you to the appropriate authorities and other interested parties.

Prospective Investor Accounts

Any person or entity that is considering making an investment with a Company that posts its fundraising plans on the website, or, after the fundraising plan becomes a qualified offering, makes an investment, does so at his or her own risk. All investment carries risk that you may lose some or all of your investment. No Content on the website is a replacement for performing your own due diligence, exercising good judgement, and seeking financial, investment, tax or legal advice from qualified and licensed professionals with knowledge of your personal circumstances. Any registered financial, legal or tax representatives or firm working for or with ZENYA CAPITAL or communicating with you or users in general through the website are not your personal advisors and do not have knowledge about your personal circumstances and anything they post is for informational purposes only and may not be accurate to your situation and you agree that you shall not rely on Content on the website in making personal decisions about an investment or the potential legal, tax or financial consequences of such investment. You are encouraged to seek personal professional advice from qualified and licensed professionals.

You are solely responsible for your investment decisions. While you may be asked about your identity, individual financial circumstance and investment experience and sophistication during your engagement with the website, ZENYA CAPITAL and its advisors and vendors are not responsible to verify the veracity of the information that you provide, even if you certify to its truth or undergo a suitability review. Whether you are an “Accredited Investor”, as such is defined under securities law, or a non-accredited investor, or an institutional investor, ZENYA CAPITAL and the Companies seeking investment are relying on your representations with respect to your investment experience, your financial status and your eligibility to invest. You may, further, be held personally liable for your fraud, negligence and other bad acts that may result from any false representations you make.

Website Fees

Should we have to return any investments made through the website for any reason, such as inconsistencies in your legal name, banking information, address, social security number, or date of birth, you may be assessed a nonrefundable processing fee.  Should your application not make it through the primary verification process, the nonrefundable processing fee will be retained and the balance of your funds returned.

Investing Is at Your Own Risk

PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, AND ANY EXPECTED RETURNS OR HYPOTHETICAL PROJECTIONS MAY NOT REFLECT ACTUAL FUTURE PERFORMANCE. FURTHERMORE, PAST RETURNS MAY REFLECT THE PERFORMANCE OF ASSETS FOR A FINITE TIME, OR DURING A PERIOD OF EXTREME MARKET ACTIVITY. ALL INVESTMENTS INVOLVE RISK AND MAY RESULT IN PARTIAL OR TOTAL LOSS.

There can be no assurance that an investment mix or any projected or actual performance shown on the website will lead to the expected results shown or perform in any predictable manner. It should not be assumed that investors will experience returns in the future, if any, comparable to those shown or that any or all investors on the website experienced such returns.

In considering any performance information shown on the website, one should bear in mind that past or targeted performance is not indicative of future results, and there can be no assurance that any issuer will achieve comparable results or that target returns will be met. One should also bear in mind that targeted portfolio characteristics are not indicative of future results, and there is no assurance that target portfolio characteristic will be achieved. References to “Targeted IRR” and “Targeted Equity Multiple” represents a property’s internal rate of return (“IRR”) or equity multiple based on such property’s forecasted cash flows generated over a period of time and the amount invested in the property. This is different from the forecasted IRR or Equity Multiple to the investor in an applicable fund or other investment vehicle.

PROJECTED AND/OR HYPOTHETICAL PERFORMANCE DOES NOT REPRESENT AN ACTUAL INVESTMENT IN ANY OF THE OFFERINGS SPONSORED BY ZENYA CAPITAL, MAY NOT REFLECT THE POTENTIAL EFFECT OF MATERIAL ECONOMIC AND MARKET RELATED FACTORS, AND DO NOT REPRESENT THE ACTUAL PERFORMANCE OR EXPERIENCE OF ANY GIVEN INVESTOR ON THE ZENYA CAPITAL WEBSITE.

Nothing contained on the website should be deemed to be a prediction for projection of future performance of any issuer. Prospective investors should make their own investigations and evaluations of the information contained herein. Each prospective investor should consult its own attorney, business adviser and tax adviser as to legal, business, tax and related matters concerning the information contained herein and such offering.

The information shown on the website uses or includes information compiled from sources outside of ZENYA CAPITAL and its affiliates. While such information is believed to be reliable for the purposes used herein, neither ZENYA CAPITAL, nor any of its affiliates or partners, members or employees, assume any responsibility for the accuracy of such information. Unless otherwise indicated, the information on the website has not been reviewed, compiled or audited by any independent third-party or public accountant. Actual investors on the website may experience different results from any hypothetical results shown. There is a potential for loss, as well as gain, which is not reflected in the hypothetical information portrayed. The hypothetical performance results shown do not represent the results of actual investment activity but were achieved by means of the retroactive application of a model designed with the benefit of hindsight. Investors should carefully review the additional information presented on the website as part of any hypothetical calculation.

Some of the statements contained on the website are forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. These statements involve known and unknown risks, uncertainties, and other factors that may cause the project’s actual results, levels of activity, performance, or achievements to be materially and adversely different from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements. An investment in any issuer available on the website involves substantial risks, including risk of partial or total loss of investment, and each investor should carefully consider the Risk Factors contained in each issuer’s offering circular, private placement memorandum, or prospectus. Except as required by law, neither ZENYA CAPITAL nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason to conform these statements to actual results or to changes in our expectations. The information presented regarding each issuer’s offering, including information regarding financial status, business strategy, investment objectives, historical performance, projections, redemption plans, etc., merely constitute a summary of such information and is qualified in its entirety by the disclosure contained in each issuer’s offering circular, private placement memorandum, or prospectus. There can be no guarantee that any issuer available on the website will achieve its business objectives or that it will become profitable.

Termination of Account

ZENYA CAPITAL may suspend or terminate your account and your ability to use the website at anytime for any lawful reason and ZENYA CAPITAL accepts no liability for any harm that may be caused, directly or indirectly, by such suspension or termination.

Use of the Website and Content

You agree that the Content cannot be copied, reproduced, distributed, republished, displayed, posted, or transmitted in any form or by any means without the express advance written consent of an officer of ZENYA CAPITAL or the applicable licensor. You may not modify, participate in the sale or transfer of, or create any derivative works based on any part of all of the Content. Using Content, including by linking, framing, or mirroring for any purpose, is prohibited without the express advance written consent of an officer of ZENYA CAPITAL.

Availability of Website

ZENYA CAPITAL does not warrant the website, its Content or any services provided or offered on the website will be uninterrupted, timely, or virus or error free. You agree not to modify, damage, disrupt, disable, overburden, impair, alter or interfere with the use, features, functions, operation, security or maintenance of the website or the rights or use and enjoyment of the website by any other person or entity in any manner. By using the website you release ZENYA CAPITAL, its employees, contractors, advisors, vendors, agents, and affiliates against any and all loss, damage, and claims, in whatever manner, howsoever caused arising from or related to your use of the website.

Disclaimers, Exclusions, and Limitations of Liability

THE WEBSITE AND ITS CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND USE OF THE WEBSITE IN ANY MANNER IS SOLELY AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, ZENYA CAPITAL DOES NOT GUARANTEE, AND EXPRESSLY EXCLUDES ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE WEBSITE AND ITS CONTENT AND PROFESSIONAL SERVICES, WHETHER PROVIDED BY ZENYA CAPITAL, OUR AFFILIATES, OUR CUSTOMERS, COMPANIES SEEKING INVESTMENT, ADVISORS, INVESTORS OR ANY OTHER THIRD PARTY, INCLUDING IN RELATION TO ANY INACCURACIES, ERRORS, OR OMISSIONS ON THE WEBSITE, ITS CONTENT, FINANCIAL ADVICE, AND/OR MARKETING MATERIALS.

ZENYA CAPITAL SHALL HAVE NO LIABILITY FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE, DELAY, OR UNAVAILABILITY OF THE WEBSITE AND ITS CONTENT, INCLUDING LOSS OF MONEY, INABILITY TO CONCLUDE AN INVESTMENT, SUSPENSION OR TERMINATION OF YOUR ACCOUNT AND FOR ANY DAMAGE CAUSED TO YOUR COMPUTER, COMPUTER SOFTWARE, SYSTEMS, PROGRAMS, AND THE DATA THEREON. UNDER NO CIRCUMSTANCES WILL ZENYA CAPITAL OR ITS AFFILIATES, ADVISORS AND VENDORS BE LIABLE FOR ANY DAMAGES, INCLUDING GENERAL, SPECIAL, PUNITIVE, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR ANY OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR BUSINESS INTERRUPTION) OF ANY KIND WHETHER IN AN ACTION IN CONTRACT, TORT, OR NEGLIGENCE ARISING OR RELATING IN ANY WAY TO THE USE OR INABILITY TO USE BY ANY PARTY OF THE WEBSITE, THE CONTENT, OR ANY THIRD-PARTY WEBSITE THAT IS LINKED TO BY THE WEBSITE, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, OR LINE OR SYSTEM FAILURE, EVEN IF IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, OR EXPENSES.

Choice of Law

The laws of the State of Wyoming govern these Terms. Venue for any Dispute arising from your use of the website or otherwise under these Terms and Conditions shall be in Wyoming.  ZENYA CAPITAL makes no representation that the website is operated in compliance with the laws of any nation but the United States. If you are located outside the United States, you view this website and access the website at your own risk and initiative.

This website and the Content posted on it or made available through it shall not constitute an offer or solicitation and may not be treated as an offer or solicitation: (i) in any jurisdiction where such an offer or solicitation is against the law; (ii) to anyone to whom it is unlawful to make such an offer or solicitation; or (iii) if the person making the offer or solicitation is not qualified to do so.

Any securities that may be offered on the website can only be marketed in certain jurisdictions. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country and U.S. state of residence.

Waiver

Failure of ZENYA CAPITAL to insist upon strict performance of any provision of the Terms or the failure of ZENYA CAPITAL to exercise any right or remedy to which it is entitled shall not constitute a waiver thereof and shall not affect the validity of the Terms, or any part, or ZENYA CAPITAL’s right to enforce each and every provision. If any of the Terms are deemed invalid or unenforceable for any reason (including, but not limited to the exclusions and limitations set out above), then the invalid or unenforceable provision will be severed from the Terms and the remaining Terms will continue to apply.

Electronic Funds Transfers
ZENYA CAPITAL processes Electronic Funds Transfers (EFTs) as an efficient method to receive electronic deposits from investors, to purchase and redeem investments and to issue refunds to investors. EFTs are processed through the vehicles described below:   

• The Automated Clearing House (ACH)   
• The Fedwire   
• Credit Card

Electronic Funds Transfers Agreement and Disclosure
This Electronic Funds Transfers Agreement and Disclosure (this Agreement) is the contract which covers you and our rights and responsibilities concerning the EFTs services offered to you by ZENYA CAPITAL.

In this Agreement, the words “you,” “your,” and “yours” mean an individual who signs up on the ZENYA CAPITAL Online Platform (Platform) and utilizes the Platform to participate in offerings (and any authorized users). The words “we,” “us,” and “our” mean ZENYA CAPITAL. EFTs are electronically initiated transfers of money from your bank account or credit card account, which you utilize the Platform to initiate, and which allow you to participate in the ZENYA CAPITAL offerings. By using any ZENYA CAPITAL service, you agree to the terms and conditions in this Agreement and any amendments for the EFTs services offered.

In order to use the payment functionality of ZENYA CAPITAL, you authorize us to share your identity, bank account data and credit card account data with the “Private Securities agency we use,” and the broker-dealer registered with the Securities and Exchange Commission and the Financial Industry Regulatory Authority, Inc., and the Investment company we use for the purpose of processing your EFTs, and you are responsible for the accuracy and completeness of that data. You understand that you will access and are responsible for managing your bank account data and credit card account data through the Platform. You also authorize us and our service providers to process EFTs as you direct through ZENYA CAPITAL.

You acknowledge that none of our service providers will be liable for any loss, expense or cost arising out of EFT services provided through your use of ZENYA CAPITAL, which are based on your instruction; from our third party beneficiaries to this Agreement.

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User Agreement

By accessing  ZenyaCapital.com website, you agree to comply with this binding user agreement between you and Zenya Capital, which governs your access and use of the website. If you do not accept these terms and conditions, do not use this website. Your use of this website indicates your full acceptance of this user agreement in its then-current form each time you use the website. Zenya Capital reserves the right to change the terms and conditions at any time, without notice.

Ownership and restrictions on use

All content included on this website is the property of Zenya Capital or others and is protected by copyright with all rights reserved. You may download or print out a hard copy of individual pages and/or sections of the Zenya Capital website, provided that you do not remove any copyright or other proprietary notices. Any downloading or otherwise copying from the Zenya Capital website will not transfer title to any software or material to you. You may not reproduce (in whole or in part), transmit (by electronic means or otherwise), modify, link into or use for any public or commercial purpose the Zenya Capital website without the prior written permission of Zenya Capital. You may not disassemble, deconstruct or otherwise violate the security of all or any portion of this website. At any time and for any reason we may revoke your right to use all or any portion of the website.

Risks you assume by using this website

Information on this website speaks only as of the date indicated. We make reasonable efforts to provide accurate information, but at times we may not promptly update or correct this website even if we are aware that it is inaccurate, outdated or otherwise inappropriate. You agree that we are not liable for any actions you take or decisions you make in reliance on any information on this website.

We make reasonable efforts to avoid technological problems, but at any time this website may have, and/or may cause, technological problems including viruses. We are not liable for any defects, delays or errors in or resulting from your use of this website.

We may, but have no obligation to, monitor and record activity on this website for any reason or for no reason.

Linked websites

When you access certain links on the Zenya Capital website you may leave the Zenya Capital website. Zenya Capital has not reviewed any of the websites linked to the Zenya Capital website and does not endorse or accept any responsibility for the content of such websites nor the products, services or other items offered through such websites.

Password protected

The contents of the password protected area of this website are subject to the confidentiality provisions of the respective investor fund documents.

International use

The information provided on this website is not intended for distribution to, or use in, any jurisdiction where such distribution or use would be contrary to law. You are responsible for compliance with applicable local laws and regulations.

No warranty

The information and opinions contained on the Zenya Capital website are provided without any warranty of any kind, either express or implied.

Limitation of liability

Neither we nor any of our affiliates, agents or employees is responsible for any damages, liabilities or injury, including but not limited to indirect, incidental, special, punitive or consequential damages however caused arising out your use of (or inability to use) this website or this user agreement. Our liability is limited to the maximum extent permitted by law and is limited even if we have been advised of the possibility of the damages, liability or injury that you suffer or if any remedy you have fails of its essential purpose, including any damages, liabilities or injuries caused by any failure of performance, error, omission, theft, interruption, deletion, defect, delay in operation, computer virus, communication line failure, or other computer malfunction.

Governing law

You agree that your use of this website and any disputes relating to the website, or this user agreement shall be governed in all respects by the laws of the state of New Jersey. Any dispute relating to the above shall be brought solely in the state or federal courts located in Pemberton, New Jersey, and it is agreed that such courts shall have jurisdiction over the parties to this user agreement and any dispute arising hereunder.

TERMS OF USE

Welcome to the investment platform of ZenyaCapital.com

Please read these Terms of Use (the “Agreement” or “Terms of Use“) carefully before using our website (the “Site“). By using the Site, even just browsing, you agree to be bound by this Agreement.

These Terms of Use constitute a legally binding contract between you and the Company. If you have any questions about its meaning you should consult with an attorney before using the Site.

IF YOU DO NOT UNDERSTAND OR DO NOT AGREE WITH THESE TERMS OF USE, PLEASE DO NOT USE THE SITE

SUMMARY OF SERVICE

This is an electronic platform where prospective investors can browse investment opportunities and make investments from among those opportunities. Prospective investors can also participate in blogs and chat rooms, read educational materials, and take advantage of other features that we might add from time to time. We refer to what we do on the Site as the “Service.“

We refer to anyone who uses the Site, even just to browse, as a “User.“

We refer to the images, text, and other content you see on the Site as “Content.” On some parts of the Site, Users can upload Content.

ACCEPTANCE OF TERMS; CHANGES IN TERMS

If you use the Site, even just to browse, you will be deemed to have consented to the terms of this Agreement. We may also ask you to indicate your consent more formally by checking a box or otherwise taking an affirmative action.

The Service is offered subject to acceptance of all of the terms and conditions contained in these Terms of Use and all other operating rules, policies, and procedures we may publish on the Site, which are incorporated by reference.

The Company may, at its sole discretion, modify or replace these Terms of Use by posting the updated terms on the Site. Unless otherwise indicated by the Company, any changes will become effective on a prospective basis from the date of posting. It is your responsibility to check the Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes.

The Company reserves the right to change, suspend, or discontinue the Service or any of its features at any time for any reason. The Company may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability.

ELIGIBILITY

To use the Site you must be at last 18 years old and of legal age in your jurisdiction to form a binding contract. If you are not, you must stop using the Site.

We may, in our sole discretion, refuse to offer the Service to any person or entity and/or change our eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in those jurisdictions.

RELATIONSHIP TO PRIVACY POLICY AND OTHER CONTRACTS

Our Privacy Policy is part of this Agreement.

In addition, we may ask that you agree to other terms and conditions depending on your use of the Site. All of such other terms and conditions become part of this Agreement.

There are no agreements or understandings concerning your use of the Site that are not reflected in this Agreement. This Agreement supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and the Company with respect to the Service.

REGISTRATION

You may browse the Site without registering, but as a condition of using certain aspects of the Service, you may be required to register with the Company and select a screen name (“User ID“) and password. You promise to provide accurate, complete, and updated registration information. You shall not use as a User ID any name or term that (i) is the name of another person, with the intent to impersonate that person; (ii) is subject to any rights of another person, without appropriate authorization; or (iii) is offensive, vulgar, or obscene. The Company reserves the right in its sole discretion to refuse registration of or cancel a User ID.

You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your password for the Site. We will treat anyone who uses your User ID and password as “you” for all purposes, and we will hold you responsible for the activities of the person using your password. You will never allow any other person to use your account, nor will you use the account of any other User. You will immediately notify the Company in writing of any unauthorized use of your account, or other known account-related security breach.

ELECTRONIC DELIVERY

You consent to receive from the Company all communications including notices, agreements, legally required disclosures, or other information in connection with the Services electronically. The Company may provide the electronic notices by posting them on the Site. If you desire to withdraw your consent to receive notices electronically, you must discontinue your use of the Services.

USE OF SITE

You will use the Site only for the purpose for which it was intended, i.e., to provide the Service. You will not use the Site for any other purpose, whether personal or commercial. The Service is provided only for your own personal, non-commercial use, except as otherwise provided. You are responsible for all of your activity in connection with the Service.

CODE OF CONDUCT

You will not:

Upload, email, or otherwise transmit any images or other Content that are unlawful, obscene, harmful, hateful, invade the privacy of any third party, contain nudity or pornography, or are otherwise objectionable.

Disseminate materials that impact or invade the privacy of others, such as photographs, video clips, sound recordings, personally identifiable information, or other materials that reveal personal, private, or sensitive information about another person, without that person’s consent.

Submit material that is intentionally false, defamatory, unlawfully threatening, or unlawfully harassing.

Post Content that is false, misleading, or inaccurate.

Infringe any third party’s copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy.

Transmit materials that contain any viruses or other computer-programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information.

Use the Service to artificially generate traffic or page links.

Use the Service in a manner that breaches any legal duty owed to a third party, such as a contractual duty or a duty of confidence.

Use the Site in a manner that could disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site, such as through sending “spam” email.

Seek to obtain access to any materials or information through “hacking,” “data harvesting,” or through other means we have not intentionally made available to you through the Site.

Use the Site to violate any law, statute, or regulation (including, without limitation, those governing securities regulation, consumer protection, unfair competition, anti-discrimination, or false advertising) or for any other unlawful purpose.

Additionally, you shall not: (i) take any action that imposes or may impose (as determined by the Company in its sole discretion) an unreasonable or disproportionately large load on the Company´s or its third-party providers´ infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures the Company may use to prevent or restrict access to the Service (or other accounts, computer systems, or networks connected to the Service); (iv) run Mail list, Listserv, or any form of auto-responder or “spam” on the Service; or (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site.

You shall not directly or indirectly: (i) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the Service; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national, and international laws and regulations.

OUR OBLIGATION TO ENFORCE CODE OF CONDUCT

We will enforce the Code of Conduct described above wherever we become aware of violations and deem enforcement to be necessary. However, we do not necessarily monitor the Site for violations and are not liable for any harm or damages caused to Users by another User´s violation of the Code of Conduct. If you believe the Code of Conduct is being violated, please contact us.

OUR RIGHT TO MONITOR

We may monitor your use of the Site, including email, and other Content you transmit through the Site, (ii) remove, edit, or refuse to post Content, (iii) restrict access from certain websites or other resources, and (iv) take any other actions we deem necessary in our sole discretion to protect our community of Users and our resources. You cannot expect that communications through the Site will remain private from us.

OUR RIGHT TO TERMINATE USE

We reserve the right, with or without notice, to terminate or suspend your access to some or all of the Site if we conclude, in our sole discretion, that you have breached our Code of Conduct or these Terms of Use.

TRACKING VISITS AND USE

To improve the Site and for our own business purposes, we may compile records of your visits to the Site and/or your visits to or use of various elements of the Site (for example, how many investment opportunities you view). All of this information is confidential and subject to our Privacy Policy.

DISPARAGEMENT

You will not disparage the Company, the Site, or any other User.

SUBMITTING CONTENT

You submit Content (such as by posting on blogs or discussion boards) subject to the following rules:

You grant to us and other Users a royalty-free, non-exclusive, worldwide license, under your intellectual property rights, to copy, reformat, index, modify, display, distribute and put to commercial and other uses your Content, and to sublicense the same rights to others, with or without compensation. No compensation will be paid to you for any such use.

Your privacy is not protected with respect to any Content you submit, including your name, address, photographs, etc. We cannot guaranty that that other Users will use your Content in an appropriate or fair manner, or in a manner otherwise anticipated by you. Please use caution.

You will be solely responsible for any damage or loss to any party caused by your Content.

The reserves the right, at any time, for any reason, and without notice, to block, remove, edit, or modify any Content you submit. The Company reserves the right not to comment on the reasons for any of these actions.

OWNERSHIP OF INTELLECTUAL PROPERTY

The Company owns or has the legal right to use all of the intellectual property associated with the Site and the Services. This includes, but is not limited to, our name, our trademarks and copyrights, the design of the Site, our trade secrets, our business methods, any artwork, text, video, photographs, or audio used on the Site, and our logos, tag lines, and trade dress.

You have no interest in any of this intellectual property, other than the right (which we may terminate or suspend) to use the Site and the Services in accordance with these Terms and Conditions. You shall not duplicate, publish, display, distribute, modify, create derivative works from, or exploit our intellectual property in any way.

In accordance with the Digital Millennium Copyright Act, the Company has adopted a policy of, in appropriate circumstances, terminating User accounts that are repeat infringers of the intellectual property rights of others. The Company also may terminate User accounts even based on a single infringement.

YOUR DUTY OF CONFIDENTIALITY

The term “Confidential Information” means information (i) that is designated as “Confidential” or “Proprietary” at the time of disclosure or within a reasonable period thereafter, (ii) that is only available to Users who have registered at the Site, or (iii) a reasonable person would understand to be Confidential.

Confidential Information includes our business policies or practices, strategic plans, pricing, financial information and projections, marketing information and strategies, the names of Users of the Site, information relating to projects listed on the Site, including but not limited to the names of project sponsors, and information received from third parties that we are obligated to treat as confidential.

You shall keep all Confidential Information in confidence, and not use Confidential Information for any purpose other than as contemplated by the Site. You will use at least the same degree of care in safeguarding Confidential Information as you use in safeguarding your own confidential information and trade secrets, such as your social security number and secret business plans.

Notwithstanding the preceding paragraph, you may disclose Confidential Information if you are required to do so by legal process, provided that you promptly notify us in advance so we can seek a protective order or other relief.

THIRD-PARTY SITES

The Service may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. When you access third-party websites, you do so at your own risk. Those other websites are not under the Company’s control, and you acknowledge that the Company is not liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of those other websites or resources. The inclusion on another website of any link to the Site does not imply endorsement by or affiliation with the Company. You further acknowledge and agree that the Company shall not be liable for any damage related to the use of any content, goods, or services available through any third-party website or resource.

COPYRIGHT NOTIFICATIONS

The Company will remove infringing materials in accordance with the Digital Millennium Copyright Act if properly notified that Content infringes copyright. If you believe that your work has been copied in a way that constitutes copyright infringement, please notify the Company’s copyright agent in writing. Your notice must contain the following information (please confirm these requirements with your legal counsel, or see the U.S. Copyright Act, 17 U.S.C. §512(c)(3), for more information):

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

A description of the copyrighted work that you claim has been infringed;

A description of where the material that you claim is infringing is located on the Site, sufficient for the Company to locate the material;

Your address, telephone number, and email address;

A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

A statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.

If you believe that your work has been removed or disabled by mistake or misidentification, please notify the Company´s copyright agent in writing. Your counter-notice must contain the following information (please confirm these requirements with your legal counsel or see the U.S. Copyright Act, 17 U.S.C. §512(g)(3), for more information):

A physical or electronic signature of the user of the Services;

Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

A statement made under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and

The subscriber’s name, address, telephone number, and a statement that the subscriber consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the user will accept service of process from the person who provided notification under subscriber (c)(1)(C) or an agent of such person.

Under the Act, any person who knowingly materially misrepresents that material is infringing or was removed or disabled by mistake or misidentification may be subject to liability.

If you fail to comply with these notice requirements, your notification or counter-notification may not be valid.

Our designated copyright agent for notice of alleged copyright infringement is:

DISCLAIMER OF WARRANTIES

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

Without limiting the preceding paragraph, the Company, and its directors, employees, agents, suppliers, partners, and content providers do not warrant that (i) the Service will be secure or available at any particular time or location; (ii) any defects or errors will be corrected; (iii) any content or software available at or through the Service is free of viruses or other harmful components; or (iv) the results of using the Service will meet your requirements. Your use of the Service is solely at your own risk. Some states or countries do not allow limitations on how long an implied warranty lasts, so the above limitations may not apply to you.

Electronic Communications Privacy Act Notice (18 USC §2701-2711): THE COMPANY MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE. The Company will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on the Company’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.

LIMITATIONS OF LIABILITY

IN NO EVENT SHALL THE COMPANY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE HUNDRED U.S. DOLLARS ($100.00), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

INDEMNITY

You shall defend, indemnify, and hold harmless the Company, its affiliates, and each of its and its affiliates” employees, contractors, directors, suppliers, and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees and other legal costs, that arise from or relate to your use or misuse of, or access to, the Service and Content, or otherwise from your submissions, violation of the Terms of Use, or infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. The Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with the Company in asserting any available defenses.

ASSIGNMENT

You may not assign any part of your interest in this Agreement or transfer your User account to another person.

The Company may assign, transfer, or delegate any of its rights and obligations hereunder without consent.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware and the United States, without giving effect to any principles of conflicts of law, and without application of the Uniform Computer Information Transaction Act or the United Nations Convention of Controls for International Sale of Goods. You agree that the Company and its Services are deemed a passive website that does not give rise to personal jurisdiction over the Company or its parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders, either specific or general, in any jurisdiction other than the State of Delaware.

MANDATORY ARBITRATION

You agree that:

Any claim, dispute, or controversy arising out of, relating to, or connected in any way with the Site or our Services, Privacy Policy, or Terms of Use that you may have against the Company, other than Excluded Claims (as defined below), shall be resolved exclusively by arbitration, rather than through the court system.

Any claim we may have against you arising out of your activities with respect to the Site, other than Excluded Claims (as defined below), shall similarly be resolved exclusively by arbitration.

This arbitration shall be administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by AAA (“Rules and Procedures”) (available at http://www.adr.org).

The arbitration shall be held in Wilmington, Delaware, or at another location that you and we select by mutual agreement.

There shall be no authority for any claims to be arbitrated on a class or representative basis. The arbitrator is authorized to decide only your or our individual claims; and he or she shall not consolidate or join the claims of other persons or parties who may be similarly situated (the “Individual-Claims-Only Requirement”).

The term “Excluded Claims” means:

A claim where we allege that you have infringed upon our intellectual property or the intellectual property of any third party.

Claims arising from your investment in a specific project.

Claims explicitly covered by another agreement.

Claims between you and another User.

Any claim of any nature, if the Individual-Claims-Only Requirement is determined to be invalid.

Excluded Claims may be subject to arbitration if, and only if, a separate agreement so provides. Otherwise, Excluded Claims shall be adjudicated through the court system.

SURVIVAL OF TERMS

This Agreement shall continue to apply even if you are no longer a User.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced, provided that each party can obtain substantially all of the benefits contemplated initially. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our rights with respect to subsequent breaches.

CONTACT INFORMATION

If you have any questions about this Agreement, the Site, or the Services, please contact us at: Invest@ZenyaCapital.com/

Investing involves risk, including loss of principal. Past performance does not guarantee or indicate future results. Any historical returns, expected returns, or probability projections may not reflect actual future performance. While the data we use from third parties is believed to be reliable, we cannot ensure the accuracy or completeness of data provided by investors or other third parties.

Neither Zenya Capital Investments nor any of its affiliates provide tax advice and do not represent in any manner that the outcomes described herein will result in any particular tax consequence. Offers to sell, or solicitations of offers to buy, any security can only be made through official offering documents that contain important information about investment objectives, risks, fees and expenses. Prospective investors should consult with a tax or legal adviser before making any investment decision.

Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does  not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.