JAX Capital LLC

Terms of Service

Effective Date: January 1, 2026  ·  Last Updated: March 2026

These Terms of Service ("Terms") govern your access to and use of the JAX Capital LLC website at jaxcapfund.com, the JAX Capital Yield Fund I investor portal, and any related services (collectively, the "Platform"). By accessing or using the Platform, you agree to be bound by these Terms.

Please read these Terms carefully. If you do not agree, do not access or use the Platform.

These Terms do not constitute an offer to sell or a solicitation of an offer to buy any securities. Investment in JAX Capital Yield Fund I is available only to verified accredited investors pursuant to applicable securities laws and the Fund's governing documents.

Eligibility

Access to the investor portal and certain areas of the Platform is restricted to individuals who:

  • Are at least 18 years of age
  • Qualify as an accredited investor under Rule 501(a) of Regulation D of the Securities Act of 1933, as amended
  • Have completed JAX Capital's investor verification process
  • Have executed the applicable subscription agreement and Fund documents

By accessing the investor portal, you represent and warrant that you meet these eligibility requirements. JAX Capital reserves the right to deny or revoke access to any person at its sole discretion.

Investment Opportunities

JAX Capital offers private investment opportunities, including JAX Capital Yield Fund I (the "Fund"). These offerings are made in reliance on SEC Rule 506(b) of Regulation D and are not publicly advertised. Access to investment materials and the investor portal is restricted exclusively to pre-verified, qualified investors.

Nothing on this Platform constitutes a general solicitation or public offering of any securities. Any investment in the Fund is made solely pursuant to the Fund's Private Placement Memorandum, Operating Agreement, and Subscription Agreement, the terms of which govern in all respects.

Permitted Use of the Platform

You may use the Platform solely for lawful purposes in connection with your investment in JAX Capital Yield Fund I or to inquire about potential investment. You agree not to:

  • Access or attempt to access any account, system, or data that is not yours
  • Use the Platform to transmit any malicious code, spam, or unauthorized communications
  • Attempt to reverse engineer, copy, scrape, or reproduce any portion of the Platform
  • Misrepresent your identity, accreditation status, or investment intent
  • Use the Platform in any way that violates applicable federal, state, or local law
  • Share your investor portal credentials with any third party

JAX Capital reserves the right to suspend or terminate your access to the Platform immediately and without notice if we reasonably believe you have violated these Terms.

No Investment Advice

The content on the Platform, including performance data, fund information, and any written materials, is provided for informational purposes only and does not constitute investment advice, financial advice, legal advice, or tax advice.

Past performance of JAX Capital Yield Fund I is not indicative of future results. All investments involve risk, including the possible loss of principal. You should consult your own financial, legal, and tax advisors before making any investment decision.

JAX Capital is not a registered investment advisor, broker-dealer, or investment company under federal securities laws. Nothing on the Platform should be construed as a recommendation to buy, sell, or hold any security.

Investment Risk Disclosure

Investing in private funds such as JAX Capital Yield Fund I involves significant risks, including but not limited to:

  • Illiquidity — your investment is not freely transferable and there is no established secondary market for Fund interests
  • Loss of capital — you may lose some or all of your invested principal
  • Market risk — the value of the Fund's investments may decline due to market conditions
  • Regulatory risk — changes in laws or regulations may adversely affect the Fund
  • Concentration risk — the Fund may hold concentrated positions that amplify gains and losses
  • Manager risk — investment performance depends on the judgment and decisions of Fund management

You should carefully review the Fund's Private Placement Memorandum (PPM), Operating Agreement, and Subscription Agreement before investing.

Confidentiality

The information available through the investor portal — including performance data, fund financials, investment strategy details, and investor communications — is strictly confidential and provided solely for your personal use as an investor.

You agree not to disclose, share, publish, or reproduce any confidential information obtained through the Platform without the prior written consent of JAX Capital, except as required by law.

This obligation of confidentiality survives termination of your access to the Platform and your investment in the Fund.

Account Security

You are responsible for maintaining the confidentiality of your investor portal login credentials. You agree to:

  • Use a strong, unique password for your portal account
  • Log out of your account when you are finished with each session
  • Notify JAX Capital immediately at info@jaxcapfund.com if you suspect unauthorized access to your account

JAX Capital is not liable for any loss or damage arising from your failure to safeguard your credentials or from unauthorized access resulting from your actions or omissions.

Privacy Policy

Your use of the Platform is also governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Platform, you consent to the collection and use of your information as described in the Privacy Policy.

Intellectual Property

All content on the Platform — including but not limited to text, graphics, logos, performance data, software, and design — is the property of JAX Capital LLC or its licensors and is protected by applicable intellectual property laws.

You may not copy, reproduce, distribute, modify, or create derivative works from any Platform content without the express written permission of JAX Capital. Limited personal, non-commercial use (such as printing a page for your own records) is permitted.

Disclaimer of Warranties

The Platform is provided on an "as is" and "as available" basis without warranties of any kind, either express or implied. JAX Capital does not warrant that:

  • The Platform will be available, uninterrupted, or error-free at all times
  • Any performance data or calculations are free from errors or delays
  • The Platform or its servers are free from viruses or other harmful components

To the fullest extent permitted by applicable law, JAX Capital disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Limitation of Liability

To the fullest extent permitted by law, JAX Capital LLC and its members, managers, officers, employees, and agents shall not be liable for any indirect, incidental, consequential, special, or punitive damages arising out of or related to your use of the Platform, even if advised of the possibility of such damages.

In no event shall JAX Capital's total liability to you for all claims arising out of or related to the Platform exceed the amount you have paid to JAX Capital in the twelve (12) months preceding the claim, or $100, whichever is greater.

Some jurisdictions do not allow limitations on implied warranties or exclusions of certain damages, so some of the above limitations may not apply to you.

Indemnification

You agree to indemnify, defend, and hold harmless JAX Capital LLC and its members, managers, officers, employees, and agents from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

  • Your access to or use of the Platform
  • Your violation of these Terms
  • Your misrepresentation of your accredited investor status or identity
  • Any activity conducted through your account, whether authorized by you or not

JAX Capital reserves the right to assume exclusive control of the defense of any matter subject to indemnification by you, at your expense. You agree to cooperate with JAX Capital's defense of such claims.

Governing Law & Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

Any dispute arising out of or relating to these Terms or your use of the Platform shall first be submitted to good-faith negotiation. If unresolved within 30 days, disputes shall be resolved by binding arbitration administered in accordance with the rules of the American Arbitration Association (AAA) in Delaware, unless you and JAX Capital agree otherwise in writing.

You agree that any dispute resolution will be conducted on an individual basis and not as a class action or collective proceeding.

Changes to These Terms

JAX Capital reserves the right to modify these Terms at any time. When we make material changes, we will update the "Last Updated" date and notify active investors by email. Your continued use of the Platform after changes are posted constitutes acceptance of the revised Terms.

We encourage you to review these Terms periodically.

Contact Us

If you have questions about these Terms or need to report a concern, please contact us:

JAX Capital LLC — Legal 1201 North Orange Street, Suite 7464
Wilmington, DE 19801

Email: info@jaxcapfund.com
Website: jaxcapfund.com
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