Terms and Conditions

Last Updated: January 4, 2026

1. Acceptance of Terms

By accessing and using this website (the "Site"), you accept and agree to be bound by these Terms and Conditions. Simply Alpha Capital LLC, a Wyoming limited liability company ("Company," "we," "us," or "our"), reserves the right to modify these Terms and Conditions at any time without prior notice. Any changes will be posted on this page, and your continued use of the Site constitutes acceptance of any such modifications.

2. Important Securities Law Disclaimers

2.1 No Offer or Solicitation

The information contained on this Site does not constitute an offer to sell or a solicitation of an offer to buy any securities. No offer or sale of any securities will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

2.2 Regulation D 506(c) Offering

The Company may present information regarding a private securities offering conducted pursuant to Rule 506(c) of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"). Any such offering is made exclusively to persons who qualify as "accredited investors" as defined in Rule 501(a) of Regulation D. By accessing any portion of this Site that pertains to such offering, you represent and warrant that you are an accredited investor or are otherwise authorized to view such information.

Participation in any offering is subject to:

  • Verification of accredited investor status through reasonable steps as required by Rule 506(c)
  • Review and execution of definitive offering documents, including a Private Placement Memorandum and Subscription Agreement
  • Acceptance of the subscription by the Company in its sole discretion

2.3 Forward-Looking Statements

This Site may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations, estimates, forecasts, and projections about the industry in which the Company operates and management's beliefs and assumptions. Such statements include, but are not limited to, statements regarding:

  • Future financial performance, results of operations, or business prospects
  • Anticipated market trends, growth opportunities, or competitive positioning
  • Projected returns, revenues, or profitability
  • Plans for expansion, product development, or strategic initiatives
  • Expected regulatory developments or market conditions

Forward-looking statements are not guarantees of future performance and involve risks, uncertainties, and assumptions that are difficult to predict. Actual results may differ materially from those expressed or implied in forward-looking statements due to a variety of factors, including but not limited to:

  • Changes in economic, regulatory, or market conditions
  • Competitive pressures and industry developments
  • Operational challenges or execution risks
  • Changes in laws, regulations, or government policies
  • Other factors described in the Company's offering documents

You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

2.4 Investment Risks

Investing in securities involves substantial risks, including the potential loss of your entire investment. Securities offered pursuant to Regulation D are illiquid and may not be transferred or resold except in compliance with applicable securities laws. There is no public market for such securities, and none is expected to develop. Past performance is not indicative of future results. Prospective investors should carefully review all risk factors contained in the applicable offering documents before making any investment decision.

2.5 No Investment Advice

Nothing on this Site constitutes investment, legal, tax, or financial advice. The information provided is for general informational purposes only and should not be relied upon in making any investment decision. You should consult with your own legal, tax, financial, and other advisors before making any investment.

3. Use of the Site

3.1 Content

The content provided on this Site is for informational purposes only and should not be construed as professional, legal, tax, or investment advice. While we strive to keep information accurate and up-to-date, we make no representations or warranties about the completeness, accuracy, reliability, suitability, or availability of the information, products, services, or related graphics contained on the Site for any purpose.

3.2 Restrictions

You agree not to:

  • Use the Site in any way that could damage, disable, overburden, or impair the Site or interfere with any other party's use of the Site
  • Attempt to gain unauthorized access to any portion of the Site, other accounts, computer systems, or networks connected to the Site
  • Use any robot, spider, or other automatic device to access the Site for any purpose
  • Reproduce, distribute, or transmit any content from this Site without our prior written consent
  • Use the Site for any unlawful purpose or in violation of any applicable laws or regulations

4. Intellectual Property

All content on this Site, including but not limited to text, graphics, logos, images, audio clips, digital downloads, data compilations, and software, is the property of Simply Alpha Capital LLC or its content suppliers and is protected by United States and international intellectual property laws. The compilation of all content on this Site is the exclusive property of Simply Alpha Capital LLC. You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any content from this Site without our prior written consent.

5. Third-Party Links

This Site may contain links to third-party websites for your convenience and information. Simply Alpha Capital LLC has no control over these external sites and is not responsible for the content, privacy policies, or practices of any third-party websites. The inclusion of any link does not imply endorsement by us of the site or any association with its operators. Use of any such linked site is at your own risk.

6. Disclaimer of Warranties

THE SITE AND ALL CONTENT, MATERIALS, INFORMATION, AND SERVICES PROVIDED ON THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, SIMPLY ALPHA CAPITAL LLC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

SIMPLY ALPHA CAPITAL LLC DOES NOT WARRANT THAT:

  • THE SITE WILL BE AVAILABLE AT ALL TIMES OR AT ANY PARTICULAR TIME
  • THE SITE WILL BE SECURE OR FREE FROM ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS
  • THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE
  • ANY ERRORS IN THE SITE WILL BE CORRECTED

7. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SIMPLY ALPHA CAPITAL LLC, ITS AFFILIATES, PARTNERS, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING FROM OR IN CONNECTION WITH:

  • YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE
  • ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SITE
  • ANY CONTENT OBTAINED FROM THE SITE
  • UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT
  • ANY INVESTMENT DECISION MADE BASED ON INFORMATION CONTAINED ON THE SITE

THESE LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF SIMPLY ALPHA CAPITAL LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

8. Indemnification

You agree to indemnify, defend, and hold harmless Simply Alpha Capital LLC, its affiliates, partners, members, managers, officers, employees, agents, and service providers from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from:

  • Your use of the Site
  • Your violation of these Terms and Conditions
  • Your violation of any rights of another party
  • Your violation of any applicable laws, rules, or regulations

9. Consent to Communications

By providing your email address, telephone number, or other contact information to Simply Alpha Capital LLC through this Site, subscription forms, or any other means, you expressly consent to receive marketing and promotional communications from us, including but not limited to:

  • Information about investment opportunities, including our Regulation D 506(c) offering
  • Updates regarding the Company, its affiliates, and portfolio companies
  • Newsletters, market commentary, and educational content
  • Event invitations and announcements

Communications may be sent via email, telephone (including calls and text messages), or other electronic means. Message and data rates may apply for text messages.

You may opt out of receiving marketing communications at any time by:

  • Clicking the "unsubscribe" link in any marketing email
  • Replying "STOP" to any text message
  • Contacting us at legal@simplyalpha.com

Please note that even if you opt out of marketing communications, we may still send you transactional or administrative communications, such as confirmations, updates to these Terms and Conditions, or other notices required by law.

By providing your telephone number, you expressly consent to receive calls and text messages, including those made using an automatic telephone dialing system or prerecorded voice, from or on behalf of Simply Alpha Capital LLC at the telephone number(s) you provide, even if that number is registered on any state or federal Do Not Call list.

10. Governing Law and Jurisdiction

These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of law provisions. You agree to submit to the exclusive jurisdiction of the state and federal courts located in the State of Wyoming to resolve any disputes arising from or related to these Terms and Conditions or your use of the Site.

11. Severability

If any provision of these Terms and Conditions is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of these Terms and Conditions, and the remaining provisions shall continue in full force and effect.

12. Waiver

The failure of Simply Alpha Capital LLC to enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms and Conditions will be effective only if in writing and signed by Simply Alpha Capital LLC.

13. Entire Agreement

These Terms and Conditions, together with our Privacy Policy and any other legal notices or agreements published by us on the Site, constitute the entire agreement between you and Simply Alpha Capital LLC concerning your use of the Site.

14. Contact Us

If you have any questions or concerns about these Terms and Conditions, please contact us at:

Simply Alpha Capital LLC

Email: legal@simplyalpha.com

Address: 1701 New York Avenue NW, 2nd Floor, Washington, DC 20006