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Securities Disclaimer

Last Updated: February 5, 2026

1. General Disclaimer

The information provided on this website and through Investay Capital's services is for informational and educational purposes only and does not constitute:

• An offer to sell or solicitation of an offer to buy any securities
• Investment advice or recommendations
• Legal, tax, accounting, or financial advice
• A guarantee of future performance or returns

2. No Investment Advice

Investay Capital does not provide investment advice. Any information presented on this website:

• Is for informational purposes only
• Should not be relied upon as the sole basis for investment decisions
• Does not take into account your individual financial situation, goals, or risk tolerance
• Should be supplemented with consultation from qualified financial, legal, and tax professionals

3. Securities Offerings and Regulation

3.1 Compliance with Securities Laws

Any securities offered by Investay Capital or through our platform may be subject to:

• Registration requirements under the Securities Act of 1933
• State securities laws ("blue sky laws")
• Regulation D exemptions (Rule 506(b) or 506(c))
• Regulation A+ offerings
• Regulation Crowdfunding

3.2 Accredited Investor Requirements

Certain investment opportunities may be restricted to accredited investors as defined by SEC regulations. An accredited investor generally includes individuals who:

• Have net worth exceeding $1 million (excluding primary residence)
• Have annual income exceeding $200,000 ($300,000 joint income)
• Hold certain professional certifications (Series 7, 65, or 82)
• Meet other criteria defined in SEC Rule 501

3.3 Private Placements

Securities offered in private placements:

• Have not been registered with the SEC
• Are not publicly traded
• May have restrictions on resale and transfer
• May lack liquidity and secondary markets

4. Risk Disclosures

4.1 Investment Risks

INVESTING IN HOSPITALITY-RELATED SECURITIES AND DIGITAL ASSETS INVOLVES SUBSTANTIAL RISKS, INCLUDING:

• Loss of Principal: You may lose your entire investment
• No Guarantee of Returns: Past performance does not guarantee future results
• Illiquidity: Securities may be difficult or impossible to sell
• Market Risk: Hotel and hospitality markets are subject to economic cycles
• Operational Risk: Hotel performance depends on management, location, and competition
• Regulatory Risk: Changes in securities, real estate, or blockchain regulations

4.2 Blockchain and Digital Asset Risks

Investments involving blockchain technology and tokenized assets carry additional risks:

• Technology Risk: Smart contracts, blockchain protocols, and systems may fail
• Cybersecurity Risk: Digital assets may be subject to hacking or theft
• Regulatory Uncertainty: Digital asset regulations are evolving
• Lack of Legal Precedent: Limited legal framework for tokenized real-world assets
• Platform Risk: Dependence on third-party blockchain networks

4.3 Hospitality-Specific Risks

• Occupancy Risk: Revenue depends on hotel occupancy rates
• Seasonal Variations: Hotel demand fluctuates seasonally
• Competition: New hotels and alternative lodging options (Airbnb)
• Economic Downturns: Hospitality is cyclical and sensitive to economic conditions
• Force Majeure: Pandemics, natural disasters, and unforeseen events
• Property Maintenance: Ongoing capital expenditures required

5. Forward-Looking Statements

This website may contain forward-looking statements regarding:

• Projected returns or performance
• Future plans and strategies
• Market trends and conditions
• Business development initiatives

Forward-looking statements are not guarantees. Actual results may differ materially due to risks, uncertainties, and assumptions. We undertake no obligation to update forward-looking statements.

6. No Guarantee of Regulatory Approval

Securities offerings described on this website:

• May be subject to regulatory review and approval
• May be delayed, modified, or not completed
• Are contingent upon market conditions and investor interest
• May be withdrawn at any time without notice

7. Conflicts of Interest

Investay Capital and its affiliates may have conflicts of interest, including:

• Financial interests in hotels and properties featured on our platform
• Compensation from transactions and financing arrangements
• Relationships with hotel partners and service providers
• Ownership of tokens or securities offered through our platform

We will disclose material conflicts of interest in offering documents.

8. Third-Party Information

This website may include information from third-party sources:

• Market data and industry statistics
• Hotel performance metrics
• Economic forecasts and analysis

We believe third-party information to be reliable but do not guarantee its accuracy, completeness, or timeliness. We are not responsible for errors in third-party data.

9. No Tax or Legal Advice

Investay Capital does not provide tax or legal advice. Investment in securities and digital assets has tax implications. Consult with:

• Tax advisors regarding tax treatment and reporting
• Legal counsel regarding securities regulations and contract terms
• Financial advisors regarding suitability and risk

10. Offering Documents Control

In the event of a conflict between this website and official offering documents (Private Placement Memorandum, Offering Circular, etc.), the offering documents control. You must review and rely on offering documents, not website content.

11. Jurisdictional Restrictions

Securities offerings may not be available in all jurisdictions. Certain offerings:

• May be restricted to U.S. residents only
• May be unavailable in certain states due to blue sky laws
• May exclude residents of sanctioned countries
• May require compliance with local regulations

12. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• Information is provided "AS IS" without warranties
• We disclaim all warranties, express or implied
• We do not warrant accuracy, completeness, or timeliness
• We are not liable for errors, omissions, or outdated information

13. Limitation of Liability

Investay Capital, its affiliates, officers, directors, employees, and agents shall not be liable for:

• Investment losses or damages
• Reliance on website information
• Delays or failures in service delivery
• Third-party actions or omissions
• Unauthorized access or data breaches

14. Duty to Investigate

You have a duty to:

• Conduct your own due diligence
• Review all offering documents thoroughly
• Verify information independently
• Consult with qualified professionals
• Ask questions before investing

15. Changes to This Disclaimer

We reserve the right to modify this Securities Disclaimer at any time. Check this page regularly for updates. The "Last Updated" date indicates when changes were made.

16. Contact Information

For questions about this Securities Disclaimer or investment offerings:

• Email: compliance@investaycapital.com
• Legal: legal@investaycapital.com
• General Inquiries: info@investaycapital.com

This Securities Disclaimer is part of our Terms of Service and Privacy Policy.