Terms of Use

By accessing this website and any materials presented herein (the "Site"), you accept in their entirety and without modification the following terms and conditions (the "Terms of Use") pertaining to the use of the Site. The Site is operated by The Department of XYZ IM LLC ("we," "us," or "The Venture Dept."), the owner of the The Venture Dept.® trademark. The Venture Dept. reserves the right to change the terms, conditions and notices under which this Site is offered without notice at any time. You acknowledge and agree that The Venture Dept. may restrict, suspend or terminate the Terms of Use or your access to, and use of, all or any part of the Site, including any links to third-party sites, at any time, with or without cause, including but not limited to any breach of the Terms of Use as determined in The Venture Dept.'s absolute discretion, and without prior notice or liability. Each use of the Site constitutes your agreement to be bound by the then-current terms and conditions set forth in these Terms of Use. If you do not agree with the Terms of Use, you are not granted permission to access or otherwise use this Site.

1. Ownership, Limited License to Use the Site

The Venture Dept. owns and maintains this Site. All information contained in this Site is confidential and intended solely for the use of those persons that have been granted permission to use this Site. Except as specifically permitted below, nothing contained in these Terms of Use or the Site itself either grants or will be construed to grant to you or any third party, by implication, estoppel or otherwise, any title or interest in, or any license or right to use or reproduce, any image, text, software, code, trademark, logo or service mark contained in the Site, including without limitation the name or logo of The Venture Dept., any of its affiliates and/or any other entity described on the Site. No act of downloading or otherwise copying from this Site will transfer title to any software or material to any user hereof. Any data that you transmit to the Site becomes the property of The Venture Dept. and may be used by The Venture Dept. for any lawful purpose without restriction, subject to The Venture Dept.'s Privacy Policy. The Venture Dept. reserves, and will enforce to the fullest extent possible, all rights that it may have with respect to copyright and trademark ownership of all material contained on the Site.

The Venture Dept. grants you a limited, nonexclusive license to display and otherwise use portions of the Site solely for your own private, non-commercial, informational purposes only, and to print pages from the Site only in connection with that use. You may not copy, store, modify, distribute, transmit, perform, reproduce, publish, license, create derivative works from, transfer or sell any text, graphics, logos and other source-identifying symbols, designs, icons, images, or other information, software or code obtained from the Site without prior express written permission from The Venture Dept.

2. No Offer of Securities; No Advice

THIS SITE AND THE INFORMATION INCLUDED HEREIN IS FOR GENERAL INFORMATION PURPOSES ONLY. UNDER NO CIRCUMSTANCES SHOULD ANY MATERIAL AT THE SITE BE USED OR CONSIDERED AS AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY, DIGITAL ASSET, FUTURE OR OTHER FINANCIAL PRODUCT OR INSTRUMENT, INCLUDING ANY INTEREST IN ANY INVESTMENT FUND SPONSORED OR MANAGED BY THE VENTURE DEPT. OR ANY OF ITS AFFILIATES OR ANY INVESTMENT ADVISORY SERVICES OFFERED BY THE VENTURE DEPT. OR ITS AFFILIATES. ANY SUCH OFFER OR SOLICITATION CAN AND WILL BE MADE ONLY BY MEANS OF THE APPLICABLE CONFIDENTIAL OFFERING MEMORANDUM OF EACH SUCH INVESTMENT FUND OR OTHER APPLICABLE DOCUMENT, ONLY IN JURISDICTIONS IN WHICH SUCH AN OFFER WOULD BE LAWFUL AND ONLY TO INDIVIDUALS WHO MEET THE INVESTOR SUITABILITY AND SOPHISTICATION REQUIREMENTS AS DETERMINED FROM TIME TO TIME BY THE VENTURE DEPT. AND/OR ITS AFFILIATE(S) IN THEIR SOLE AND ABSOLUTE DISCRETION.

Such requirements may include, among other things, qualifying as an "accredited investor" within the meaning of the U.S. Securities Act of 1933, as amended; a "qualified client" within the meaning of the U.S. Investment Advisers Act of 1940, as amended; a "qualified eligible person" within the meaning of the U.S. Commodity Exchange Act, as amended; and/or a "qualified purchaser" within the meaning of the rules promulgated under the U.S. Investment Company Act of 1940, as amended.

Neither this Site nor The Briefing Memo from The Venture Dept. is intended to provide any investment, financial, legal, regulatory, accounting, tax or similar advice, and nothing on this Site or the Briefing Memo should be construed as a recommendation by The Venture Dept., its affiliates, or any third party, to acquire or dispose of any investment or security, or to engage in any investment strategy or transaction. You should consult your own investment, legal, tax and/or similar professionals regarding your specific situation and any specific decisions.

See also our Disclosures page for additional information regarding The Venture Dept.'s regulatory status.

3. Password-Protected Areas

Portions of the Site that are password-protected may be accessed only by users who have been issued passwords by an authorized representative of The Venture Dept. Such passwords will only be issued to current investors in an investment fund sponsored or managed by The Venture Dept. or its affiliates, or to prospective investors who are eligible to receive a Confidential Offering Memorandum. Password-protected portions of the Site may contain performance information for the investment funds sponsored or managed by The Venture Dept. or its affiliates. Users of the Site acknowledge that past performance is not necessarily indicative of future results. Unauthorized individuals attempting to access these areas can be subject to criminal and/or civil prosecution.

4. No Reliance

While The Venture Dept. uses reasonable efforts to update the information contained on the Site and in the Briefing Memo, The Venture Dept. makes no representations or warranties as to the accuracy, reliability, or completeness of any information on the Site or in the Briefing Memo. Any content of the Site or the Briefing Memo is subject to change without notice.

5. Materials to be Consulted in their Entirety

All materials on the Site and in the Briefing Memo are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions, disclosures, hedge clauses, and any copyright or proprietary notices. Any disclaimers, restrictions, disclosures, or hedge clauses apply to any partial document or material in the same manner as they do the whole.

6. Links to Third Party Web Sites

The Venture Dept. has not reviewed any of the websites that may be linked to the Site and is not responsible for the content of off-site pages or any other website linked or linking to this Site. The Venture Dept. is not responsible for the privacy practices of such other websites, including beehiiv.com, on which the Briefing Memo appears. Your linking to or use of any off-site pages or other websites is at your own risk.

7. No Warranties

THE VENTURE DEPT., ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SUITABILITY OR OTHER CHARACTERISTICS OF THE INFORMATION AND MATERIALS CONTAINED ON OR PRESENTED THROUGH THE SITE OR IN THE BRIEFING MEMO. ALL SUCH INFORMATION AND MATERIALS ARE PROVIDED "AS IS," WITHOUT ANY WARRANTY OF ANY KIND.

8. Limitation of Liability; Indemnification

IN NO EVENT SHALL THE VENTURE DEPT., ITS AFFILIATES, OR THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES BE LIABLE FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES, INCLUDING DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SITE.

You hereby agree to indemnify, defend and hold The Venture Dept., its affiliates and their officers, directors, members, principals, investors, agents and employees harmless from and against any and all liability costs incurred by these parties in connection with any claim arising out of any breach by you of these Terms of Use.

9. Usage Parameters

You may not use the Site in any manner that could damage or overburden any Venture Dept. server, or any network connected to any Venture Dept. server. The Venture Dept. reserves the right, but does not have the obligation, to access, archive, or monitor any use of this Site.

10. General

These Terms of Use are governed by the internal laws of the State of New York, without reference to its conflicts of laws provisions. You consent to the jurisdiction of, and venue shall lie in, any federal or state court located in New York, New York.

Any notice to The Venture Dept. shall be given in writing and sent by registered mail to The Department of XYZ IM LLC, d/b/a The Venture Dept., 1178 Broadway, Floor 2, #2001, New York, NY 10001, Attention: Matthew Homer, Managing Member.

THE VENTURE DEPT.® is a registered trademark of The Department of XYZ IM LLC.