Legal

Terms of Use

Effective Date: March 1, 2026

Please read these Terms of Use ("Terms") carefully before using the website operated by Gadget Capital Management, LLC ("Gadget Capital," "we," "us," or "our"). By accessing or using this website, you agree to be bound by these Terms. If you do not agree to these Terms, you should not access or use this website.

1. Acceptance of Terms

By accessing or using this website, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use and our Privacy Policy, which is incorporated herein by reference. These Terms constitute a legally binding agreement between you and Gadget Capital Management, LLC.

  • If you do not agree with any part of these Terms, you must discontinue use of the website immediately.
  • Your continued access to or use of the website following the posting of any changes to these Terms constitutes acceptance of those changes.

2. Nature of Content

The content on this website is provided for general informational purposes only and is not intended to provide specific advice or recommendations for any individual or entity.

  • Nothing contained on this website constitutes an offer to sell, or a solicitation of an offer to buy, any securities, financial products, or investment strategies.
  • Any such offer or solicitation will be made only by means of a confidential private placement memorandum and related subscription documents, and only in jurisdictions where permitted by applicable law.
  • Content on this website may contain opinions, estimates, and projections that are subject to change without notice and should not be relied upon as statements of fact.

3. No Investment Advice

Nothing on this website should be construed as investment, financial, legal, tax, or other professional advice. The information presented is not tailored to the investment needs of any specific person and does not constitute a personal recommendation.

  • Gadget Capital Management, LLC does not provide personalized investment advice through this website.
  • You should consult with your own qualified financial advisor, legal counsel, tax professional, or other advisors before making any investment decisions.
  • You are solely responsible for evaluating the merits and risks associated with any investment decision you make.

4. Accredited Investor Disclosure

Certain materials, information, and investment opportunities described on this website may be restricted to qualified individuals as defined under applicable securities laws.

  • Securities offered by Gadget Capital are available only to "accredited investors" as defined under Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and "qualified purchasers" as defined under Section 2(a)(51) of the Investment Company Act of 1940.
  • Verification of accredited investor or qualified purchaser status may be required before access to certain materials or investment opportunities is granted.
  • Access to restricted portions of this website is limited to individuals who meet the applicable qualification criteria. By requesting access to such materials, you represent and warrant that you meet the applicable qualifications.

5. Forward-Looking Statements

This website may contain forward-looking statements based on current expectations, assumptions, estimates, and projections about Gadget Capital and the industries in which it operates.

  • Forward-looking statements may be identified by words such as "expects," "anticipates," "believes," "seeks," "estimates," "plans," "intends," "will," "should," "may," or similar expressions.
  • These statements involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied.
  • Forward-looking statements are not guarantees of future performance. Gadget Capital undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

6. Performance Information

Past performance is not indicative of future results. Any performance data or returns presented on this website are historical in nature and do not guarantee future performance.

  • Performance information may be presented on both a gross and net basis and may not reflect the deduction of management fees, incentive allocations, or other fund expenses.
  • Actual investor returns may differ based on timing of investment, fee structures, share class, and other factors specific to each investor's participation.
  • Investment returns and the principal value of an investment will fluctuate, and an investor's interest, when redeemed, may be worth more or less than the original investment.
  • There is no guarantee that the investment objectives of any fund managed by Gadget Capital will be achieved.

7. Warranty Disclaimer

THIS WEBSITE AND ALL CONTENT, MATERIALS, INFORMATION, AND SERVICES PROVIDED ON OR THROUGH THIS WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GADGET CAPITAL MANAGEMENT, LLC EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

  • IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;
  • WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR TIMELINESS OF ANY CONTENT OR INFORMATION;
  • WARRANTIES THAT THE WEBSITE WILL OPERATE WITHOUT INTERRUPTION, ERROR, OR DELAY; AND
  • WARRANTIES THAT THE WEBSITE IS FREE FROM VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS.

Your use of this website is at your sole risk.

8. Intellectual Property

All content on this website, including but not limited to text, graphics, logos, trademarks, trade names, images, data, software, and the compilation thereof, is the property of Gadget Capital Management, LLC or its licensors and is protected by United States and international copyright, trademark, and other intellectual property laws.

  • No license or right is granted to you except the limited right to view the website for personal, non-commercial, informational purposes.
  • You may not reproduce, distribute, modify, display, perform, publish, license, create derivative works from, transfer, or sell any content obtained from this website without the prior written consent of Gadget Capital Management, LLC.
  • All trademarks, service marks, and trade names displayed on this website are the property of their respective owners.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GADGET CAPITAL MANAGEMENT, LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THIS WEBSITE, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY.

  • In no event shall the total aggregate liability of Gadget Capital to you for all claims arising out of or related to your use of this website exceed one hundred dollars ($100).
  • This limitation of liability applies regardless of the theory of liability, whether based in contract, tort (including negligence), strict liability, or any other basis, even if Gadget Capital has been advised of the possibility of such damages.

10. Indemnification

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

  • Your access to or use of this website;
  • Your violation of these Terms of Use;
  • Your violation of any applicable law, regulation, or third-party right; or
  • Any content or information you submit, post, or transmit through the website.

11. Dispute Resolution and Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding individual arbitration.

  • Arbitration shall be administered by JAMS under its Streamlined Arbitration Rules and Procedures then in effect.
  • The arbitration shall take place in San Diego, California, or may be conducted remotely by mutual agreement of the parties or at the arbitrator's discretion.
  • The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision.
  • The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

Exceptions: Notwithstanding the foregoing, either party may bring an individual action in small claims court for claims that qualify. Either party may also seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement or misappropriation of intellectual property rights.

30-Day Opt-Out: You may opt out of this arbitration agreement within 30 days of first accepting these Terms by sending written notice of your decision to opt out to info@gadgetcapital.com. Your notice must include your full name, mailing address, and a clear statement that you wish to opt out of the arbitration provision. If you opt out, the remaining provisions of these Terms will continue to apply.

12. Class Action Waiver

You and Gadget Capital agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

  • You waive any right to participate in a class action, class arbitration, collective action, or representative proceeding of any kind.
  • If this class action waiver is found to be unenforceable by a court of competent jurisdiction, then the entirety of the arbitration agreement set forth in Section 11 shall be null and void with respect to that particular dispute, and the dispute shall proceed in court.

13. Jury Trial Waiver

TO THE EXTENT PERMITTED BY APPLICABLE LAW, BOTH YOU AND GADGET CAPITAL MANAGEMENT, LLC HEREBY IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THIS WEBSITE. This waiver applies whether the dispute is heard in court (including any dispute for which the arbitration agreement is found unenforceable) or in any other forum.

14. Third-Party Content and Links

This website may contain links to third-party websites, content, or resources that are not owned or controlled by Gadget Capital Management, LLC.

  • Gadget Capital does not endorse, warrant, or assume any responsibility for the content, privacy policies, or practices of any third-party websites or services.
  • Your use of any third-party websites is at your own risk and subject to the terms and conditions of use for such websites.
  • The inclusion of any link does not imply affiliation, endorsement, or adoption by Gadget Capital of any information contained therein.

15. Termination

Gadget Capital Management, LLC reserves the right to terminate, suspend, or restrict your access to the website at any time, for any reason or no reason, without prior notice or liability.

  • Upon termination, your right to use the website will immediately cease.
  • All provisions of these Terms that by their nature should survive termination shall survive, including but not limited to limitation of liability, indemnification, arbitration, intellectual property, and warranty disclaimer provisions.

16. Changes to Terms

Gadget Capital Management, LLC reserves the right to modify, amend, or replace these Terms at any time at its sole discretion.

  • Material changes will take effect upon posting with an updated "Effective Date" at the top of this page.
  • Your continued use of the website following the posting of revised Terms constitutes your acceptance of the changes.
  • We encourage you to review these Terms periodically for any updates.

17. General Provisions

  • Governing Law: These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. Any legal action or proceeding not subject to arbitration shall be brought exclusively in the state or federal courts located in San Diego County, California, and you consent to the personal jurisdiction of such courts.
  • Severability: If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the remaining provisions, which shall continue in full force and effect.
  • Entire Agreement: These Terms, together with our Privacy Policy, constitute the entire agreement between you and Gadget Capital Management, LLC regarding your use of this website and supersede all prior or contemporaneous communications and proposals.
  • Waiver: The failure of Gadget Capital to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
  • Assignment: Gadget Capital may assign or transfer these Terms, in whole or in part, without restriction. You may not assign or transfer these Terms, or any rights or obligations hereunder, without our prior written consent.
  • Contact: If you have any questions about these Terms of Use, please contact us at info@gadgetcapital.com or write to us at Gadget Capital Management, LLC, PMB 6069, 4225 Executive Square, Suite 600, La Jolla, CA 92037.