Terms of Use
Counsel review requiredThis document is a draft based on industry-standard practice for Reg D 506(c) private fund websites. It must be reviewed and approved by qualified securities counsel before publication. Specific provisions including governing law, venue, dispute resolution, arbitration clauses, and limitation of liability must be reviewed for enforceability in your relevant jurisdictions.
1. Acceptance of These Terms
These Terms of Use (the “Terms”) govern your access to and use of the website 6116partners.com (the “Site”), operated by 6116 Partners LLC, a Delaware limited liability company (“6116 Partners,” “we,” “us,” or “our”).
By accessing or using the Site, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not access or use the Site.
2. Eligibility & Restricted Audience
The Site is intended exclusively for individuals who qualify as “Accredited Investors” as defined in Rule 501(a) of Regulation D under the U.S. Securities Act of 1933, as amended (the “Securities Act”). By accessing the Site, you represent and warrant that you meet this qualification.
The Site is not directed at, or intended for use by:
- Persons who do not qualify as Accredited Investors;
- Persons under the age of eighteen (18);
- Persons in any jurisdiction where access to the Site or its content would be unlawful or contrary to local regulation;
- Persons in the European Economic Area or United Kingdom unless they qualify as professional clients or eligible counterparties under the Markets in Financial Instruments Directive II or the UK Financial Services and Markets Act 2000, respectively.
3. No Offer or Solicitation
Information on the Site is provided for general informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security or investment product, in any jurisdiction.
Any offer or solicitation will be made only through definitive offering documents, including a Private Placement Memorandum, subscription agreement, and limited partnership agreement, and only in jurisdictions where such offer or solicitation is lawful and to persons who qualify under applicable law.
4. Reg D Rule 506(c) Verification
Securities described on the Site are offered under Rule 506(c) of Regulation D. Rule 506(c) requires that the issuer of such securities take reasonable steps to verify that all purchasers are Accredited Investors.
Self-attestation through this Site does not constitute final verification. Any subscription will require independent verification of accredited investor status, which may include submission of tax returns, brokerage statements, bank statements, written confirmation from a registered broker-dealer, registered investment adviser, licensed attorney, or certified public accountant, or use of a third-party verification service. We reserve the right to require any reasonable documentation in our sole discretion.
5. No Investment, Legal, or Tax Advice
Nothing on the Site constitutes investment, legal, accounting, or tax advice or a recommendation that any particular security or investment strategy is suitable for any specific person. You should consult your own independent legal, tax, and financial advisers before making any investment decision. Past performance is not indicative of future results.
6. Forward-Looking Statements
The Site may contain forward-looking statements regarding investment objectives, strategy, capabilities, market opportunity, and expected results. Such statements are based on current expectations and assumptions subject to known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date such statements were made.
7. Confidentiality
All information accessed through the Site or subsequently provided through offering or related materials is confidential. You agree not to reproduce, distribute, or disclose such information, in whole or in part, to any other person without our prior written consent, and to return or destroy such materials promptly upon our request.
8. Intellectual Property
The Site and all content, design elements, text, graphics, logos, trademarks, and other materials on the Site (the “Content”) are owned by or licensed to 6116 Partners and are protected by United States and international intellectual property laws.
Except as expressly permitted, you may not copy, modify, distribute, sell, lease, or create derivative works of the Content, in whole or in part, without our prior written consent. The 6116, 6116 Partners, 6116.AI, and related logos and marks are trademarks of 6116 Partners LLC or its affiliates.
9. Acceptable Use
You agree not to:
- Use the Site for any unlawful purpose or in violation of these Terms;
- Submit false, misleading, or fraudulent information, including misrepresenting your accreditation status;
- Attempt to gain unauthorized access to the Site, our systems, or any third-party systems through the Site;
- Introduce malware, viruses, or any other harmful code;
- Use automated means (bots, scrapers, crawlers) to access or extract Content from the Site, except for legitimate search engine indexing within the limits of our robots.txt directives;
- Reverse engineer, decompile, or disassemble any portion of the Site;
- Use the Site to transmit unsolicited communications, advertisements, or other promotional content.
10. Third-Party Links and Affiliates
The Site may contain links to third-party websites, including the website of our affiliated technology services company, 6116.AI LLC, at 6116.ai. Such links are provided for convenience only. We do not control third-party websites and are not responsible for their content, privacy practices, or terms. Your use of third-party websites is at your own risk and subject to those sites’ terms.
6116.AI LLC is an affiliated technology services provider. The investment vehicles managed by 6116 Partners use the 6116.AI platform under arms-length commercial agreements. 6116.AI LLC does not manage, allocate, or control investor capital, charge performance fees, or participate in investment returns.
11. Disclaimers
The Site and Content are provided “as is” and “as available” without warranty of any kind, express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose, accuracy, completeness, and non-infringement.
We do not warrant that the Site will be uninterrupted, secure, or error-free, that defects will be corrected, or that the Site or its servers are free of viruses or harmful components. We make no warranty regarding the accuracy, reliability, completeness, or timeliness of any Content on the Site.
An investment in any vehicle managed by 6116 Partners involves a high degree of risk, including the possible loss of the entire investment, and is suitable only for sophisticated investors who can bear such risks. Digital assets and DeFi protocols are highly volatile, speculative, and subject to evolving regulatory treatment.
12. Limitation of Liability
To the maximum extent permitted by applicable law, 6116 Partners and its affiliates, members, officers, employees, agents, and licensors shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or any loss of profits, revenues, data, goodwill, or other intangible losses, arising out of or related to your access to or use of the Site, even if advised of the possibility of such damages.
Our aggregate liability for all claims arising out of or related to the Site or these Terms shall not exceed one hundred U.S. dollars ($100).
Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability for certain damages; in such jurisdictions, our liability is limited to the greatest extent permitted by law.
Counsel reviewThe $100 liability cap is a common boilerplate figure but its enforceability and appropriate amount depend on jurisdiction, and may be unenforceable in cases of gross negligence, fraud, or willful misconduct. Counsel should confirm.
13. Indemnification
You agree to indemnify, defend, and hold harmless 6116 Partners and its affiliates, members, officers, employees, agents, and licensors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use of the Site; (b) your breach of these Terms; (c) your violation of any law or third-party right; or (d) any false representation made by you, including with respect to your accreditation status.
14. Governing Law & Venue
These Terms and any dispute or claim arising out of or related to these Terms or the Site shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles.
Any action or proceeding arising out of or related to these Terms or the Site shall be brought exclusively in the state or federal courts located in New Castle County, Delaware, and you irrevocably consent to the personal jurisdiction and venue of such courts.
Counsel reviewSome funds prefer mandatory binding arbitration in lieu of court venue (e.g., JAMS or AAA), and some prefer New York forum given concentration of financial-services disputes there. Counsel should advise based on your operations and investor base.
15. Changes to These Terms
We may modify these Terms at any time. When we do, we will revise the “Effective” date at the top of these Terms. Material changes will be communicated through a notice on the Site. Your continued access to or use of the Site after the effective date of any update constitutes acceptance of the updated Terms.
16. Termination
We may suspend or terminate your access to the Site at any time, for any reason or no reason, in our sole discretion, without notice. Sections that by their nature should survive termination (including Sections 5, 7, 8, 9, 11, 12, 13, 14, and 17) shall survive any termination of these Terms.
17. Miscellaneous
These Terms, together with our Privacy Policy, constitute the entire agreement between you and 6116 Partners regarding your use of the Site and supersede all prior agreements and understandings.
If any provision of these Terms is held unenforceable, the remaining provisions shall remain in full force and effect. Our failure to enforce any provision is not a waiver of our right to enforce that provision later.
These Terms are personal to you. You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign these Terms without notice or consent.
18. Contact
For questions regarding these Terms, please contact us through the contact form on our home page. Inquiries are routed to our General Partners.