These Website Terms of Use (the “Terms”) govern your access to and use of the website located at badasscapital.ai, including any subdomains, content, features, and functionality made available through it (collectively, the “Website”). The Website is operated by BA Capital Fund I LP, a Florida limited partnership doing business as “Badass Capital” (the “Fund,” “we,” “us,” or “our”).
By accessing or using the Website, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated herein by reference. If you do not agree with any part of these Terms, you must not access or use the Website.
The Website provides information about the Fund, including its investment strategy, principal personnel, and general background. Certain content on the Website may constitute “general solicitation” and “general advertising” within the meaning of Rule 506(c) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). The Website itself, however, does not constitute an offer to sell, or the solicitation of an offer to buy, any security; any such offer will be made only pursuant to definitive subscription documentation furnished by the Fund.
No interest in the Fund will be offered or sold except pursuant to such definitive subscription documentation, which will be furnished only to qualified prospective investors and only in jurisdictions in which such offer and sale is permitted by applicable law. Any decision to invest in the Fund must be based solely on a review of such definitive documentation and after consultation with your own legal, tax, financial, and other advisors.
Interests in the Fund are being offered as a combined private placement under: (a) Rule 506(c) of Regulation D under the Securities Act, to verified accredited investors as defined in Rule 501(a) of Regulation D; and (b) Regulation S under the Securities Act, to qualified non-U.S. persons in offshore transactions. The Rule 506(c) offering and the Regulation S offering are conducted separately and are not intended to be integrated with one another.
While Rule 506(c) permits general solicitation, all U.S. investors must qualify as verified accredited investors, and the Fund or its General Partner will take reasonable steps to verify accredited-investor status in accordance with Rule 506(c) prior to accepting any subscription. Self-certification alone is not sufficient. Verification may be made through review of tax returns, W-2s, bank or brokerage statements, or written confirmation from a licensed attorney, certified public accountant, registered investment adviser, or registered broker-dealer, or by such other reasonable means as the Fund may require.
Non-U.S. persons may invest only pursuant to Regulation S in offshore transactions and only where such investment is consistent with applicable law in their jurisdiction. The Fund is not making, and will not make, any “directed selling efforts” within the meaning of Regulation S in the United States in connection with the Regulation S portion of the offering, and content on the Website directed at the Rule 506(c) offering is not intended to direct any offer or sale to any non-U.S. person.
Interests in the Fund have not been and will not be registered under the Securities Act or under the securities laws of any state, and may not be offered or sold absent registration or an applicable exemption from registration. The Fund has claimed an exemption from registration as a commodity pool operator pursuant to U.S. Commodity Futures Trading Commission Regulation 4.13(a)(3) and is accordingly not required to deliver a CFTC disclosure document or certified annual report to investors.
Nothing on the Website constitutes personalized investment, legal, tax, or accounting advice, an inducement to invest, or a representation that any investment strategy is suitable for any specific person. The information on the Website does not take into account any particular person’s investment objectives, financial situation, or needs. Investment in the Fund involves significant risks, including the possible loss of the entire amount invested. Past performance of any strategy, fund, manager, or individual is not indicative of, and does not guarantee, future results.
Access to the Website is generally open to the public in jurisdictions where such access is lawful. By accessing the Website, you represent and warrant that:
Access to the Website does not by itself qualify you to subscribe for interests in the Fund. No subscription will be accepted unless:
We reserve the right, in our sole discretion, to restrict or deny access to the Website, or to refuse any subscription, with respect to any jurisdiction or any person, without notice.
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Website solely for your personal, non-commercial informational purposes. All rights not expressly granted are reserved.
You agree not to:
The Website and all of its contents, including without limitation text, graphics, logos, images, icons, audio and video clips, data compilations, software, and the selection, arrangement, and presentation thereof (the “Content”), are owned by the Fund, its General Partner, or its licensors and are protected by United States and international copyright, trademark, trade-dress, and other intellectual-property laws.
“Badass Capital” and the Badass Capital logo and brand mark are trademarks of the Fund or its General Partner. You may not use any such trademarks without our prior written consent. All other trademarks appearing on the Website are the property of their respective owners.
Certain statements made on the Website may constitute “forward-looking statements” within the meaning of applicable securities laws. Such statements relate to future events or future performance and may include statements regarding strategies, objectives, expectations, beliefs, plans, projections, estimates, and intentions. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from those expressed or implied.
Past performance of any strategy, fund, manager, or investment is not indicative of, and does not guarantee, future results. There can be no assurance that any investment strategy or objective discussed on the Website will be achieved, or that any investment will be profitable or will not incur substantial losses.
The Website may contain links to or references to third-party websites, services, or resources that are not owned or controlled by us. We provide such links solely for convenience and do not endorse, sponsor, or assume any responsibility for the content, products, services, or practices of any third-party site or resource. Your use of any third-party site is subject to the terms and policies of that site, and you access such sites at your own risk.
THE WEBSITE AND ALL CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY CONTENT WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE FUND, ITS GENERAL PARTNER, AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF THE WEBSITE, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE FUND AND ITS RELATED PARTIES IDENTIFIED ABOVE ARISING OUT OF OR RELATING TO YOUR USE OF THE WEBSITE WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US $100). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
You agree to indemnify, defend, and hold harmless the Fund, its General Partner, and their respective affiliates, officers, directors, members, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) your access to or use of the Website; (b) your breach of these Terms; or (c) your violation of any applicable law or the rights of any third party.
These Terms and any dispute arising out of or relating to these Terms or the Website will be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-laws principles. Subject to Section 13, the state and federal courts located in Miami-Dade County, Florida will have exclusive jurisdiction over any dispute that is not subject to arbitration, and you irrevocably consent to the personal jurisdiction and venue of such courts and waive any objection thereto.
Any dispute, claim, or controversy arising out of or relating to these Terms or the Website that cannot be resolved through good-faith negotiation will be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect. The arbitration will be conducted in Miami, Florida, before a single arbitrator, in the English language. The arbitrator’s award will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.
YOU AND WE EACH WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION OF ANY KIND. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual-property rights or confidential information.
If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or, if such modification is not possible, severed from these Terms; the remaining provisions will continue in full force and effect. No failure or delay by us in exercising any right under these Terms will operate as a waiver of that right.
These Terms, together with our Privacy Policy, constitute the entire agreement between you and us regarding the Website and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding the Website. These Terms do not, and are not intended to, modify or supersede the terms of any definitive offering or subscription documents relating to the Fund.
We may modify these Terms at any time by posting the modified Terms on the Website and updating the “Effective Date” at the top. Your continued access to or use of the Website following any such modification constitutes your acceptance of the modified Terms. If you do not agree to any modification, you must discontinue your use of the Website.
If you have questions about these Terms, please contact us at: