These Terms of Service (the "Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Alphaneo Exchange LLC ("Alphaneo," "we," "us," or "our"), a Delaware limited liability company. These Terms govern your access to and use of the Alphaneo platform, including all associated websites, mobile applications, data feeds, tools, and services (collectively, the "Platform").
By accessing or using the Platform, you represent that you have read, understood, and agree to be bound by these Terms in their entirety. If you do not agree to these Terms, you must immediately discontinue your use of the Platform. Alphaneo reserves the right to modify these Terms at any time; continued use of the Platform after notice of modification constitutes acceptance of the revised Terms.
Access to investment opportunities on the Platform is restricted exclusively to "accredited investors" as defined under Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). You must satisfy at least one of the following criteria to be eligible:
By registering on the Platform, you represent and warrant that you qualify as an accredited investor and that you will maintain such qualification for the duration of your use. Alphaneo reserves the right to verify your accredited investor status at any time and to suspend or terminate your account if you fail to maintain eligibility.
To access investment opportunities on the Platform, you must complete a registration process that includes identity verification (KYC) and accredited investor verification (AML). Alphaneo uses Persona Identity, Inc. and other third-party service providers to conduct verification in compliance with applicable law.
You agree to provide accurate, current, and complete information during the registration process and to promptly update such information if it changes. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify Alphaneo immediately at legal@alphaneo.ai of any unauthorized use of your account.
Alphaneo reserves the right to refuse registration, suspend, or terminate any account at its sole discretion, including for failure to complete verification, provision of false information, or suspected violation of these Terms or applicable law.
The Platform provides a technology-enabled marketplace that facilitates access to private market investment opportunities, including primary rounds, secondary transactions, and co-investment vehicles. Alphaneo is not a registered investment adviser under the Investment Advisers Act of 1940, nor is it a registered broker-dealer under the Securities Exchange Act of 1934.
Alphaneo acts solely as a facilitator and technology platform. We do not provide personalized investment advice, manage assets on your behalf, or recommend specific securities or investment strategies tailored to your individual circumstances. The availability of any investment opportunity on the Platform does not constitute an endorsement, recommendation, or representation that such investment is suitable for you.
All investment decisions are made solely by you. You are encouraged to consult with licensed financial advisors, attorneys, and tax professionals before making any investment decision. Nothing on the Platform constitutes an offer to sell or a solicitation of an offer to buy any security except through a definitive offering document provided in connection with a specific offering.
Alphaneo charges fees for investment transactions facilitated through the Platform. Current fee schedules are as follows:
Alphaneo reserves the right to modify its fee schedule upon thirty (30) days' notice. Fees are non-refundable once a transaction has been completed. Additional fees may apply for specific services, including expedited processing, wire transfers, and document preparation; such fees will be disclosed prior to the applicable transaction.
Nothing contained on the Platform, including analyst scores, company profiles, research summaries, financial projections, market data, or other content, constitutes investment advice, legal advice, tax advice, or any other professional advice. Analyst scores and research content are provided for informational purposes only and reflect the opinions of Alphaneo's research team at the time of publication; they are subject to change without notice and should not be relied upon as the sole basis for any investment decision.
Past performance of any investment or investment category described on the Platform is not indicative of future results. Forward-looking statements and projections involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those expressed or implied.
Investing in private market securities involves significant risks, including the risk of total loss of your investment. Private securities are illiquid, are not listed on public exchanges, and may be subject to transfer restrictions that limit or prevent your ability to sell or otherwise dispose of them. Investment returns are not guaranteed and may be negative.
A complete description of the material risks associated with investments available on the Platform is set forth in our Risk Disclosures, which are incorporated herein by reference. You should read the Risk Disclosures carefully before making any investment decision. Additional risk factors specific to each offering are described in the applicable offering documents.
You agree that you will not, directly or indirectly, engage in any of the following activities in connection with the Platform:
Violation of any provision of this Section may result in immediate termination of your account and may be reported to relevant regulatory authorities.
The Platform and all content, features, and functionality thereof, including but not limited to all text, graphics, logos, user interface designs, analyst research, scorecard methodologies, software, and data compilations, are owned by Alphaneo or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.
Alphaneo grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for your personal, non-commercial investment purposes strictly in accordance with these Terms. You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, transmit, or commercially exploit any content from the Platform without Alphaneo's prior written consent. Any feedback, suggestions, or ideas you provide regarding the Platform may be used by Alphaneo without restriction or compensation to you.
You agree to indemnify, defend, and hold harmless Alphaneo and its affiliates, directors, officers, employees, agents, licensors, and service providers from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or relating to: (a) your violation of these Terms; (b) your use of the Platform; (c) any investment decision made by you; (d) your misrepresentation of your status as an accredited investor; or (e) your violation of any applicable law or the rights of any third party.
Alphaneo reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Alphaneo. You agree to cooperate fully with Alphaneo's defense of such claims and not to settle any matter without Alphaneo's prior written consent.
Any dispute, controversy, or claim arising out of or relating to these Terms or the breach, termination, or validity thereof shall be finally settled by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted in Wilmington, Delaware, before a single arbitrator with experience in securities and commercial law. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
These Terms and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision.
Class Action Waiver: YOU AND ALPHANEO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. No arbitrator shall have authority to consolidate more than one person's claims or preside over any form of a class proceeding.
You may opt out of the arbitration agreement by providing written notice to legal@alphaneo.ai within thirty (30) days of first accepting these Terms. Opting out will not affect any other provision of these Terms.
Alphaneo reserves the right to modify these Terms at any time. We will provide notice of material changes by posting the revised Terms on the Platform with an updated "Last updated" date, and, where practicable, by email notification to your registered address. Your continued use of the Platform after the effective date of any modification constitutes your acceptance of the revised Terms.
If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The failure of Alphaneo to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
For legal inquiries regarding these Terms of Service, please contact us at:
We aim to respond to all legal inquiries within five (5) business days. For urgent matters involving potential fraud or unauthorized account activity, please indicate "URGENT" in your subject line.
Alphaneo collects information necessary to verify your identity, assess your eligibility as an accredited investor, facilitate investment transactions, and comply with applicable law. The categories of information we collect include:
We use the information we collect for the following purposes:
Alphaneo does not sell, rent, or trade your personal information to third parties for their own marketing purposes. We may share your information in the following limited circumstances:
Alphaneo implements industry-standard technical and organizational measures to protect your information against unauthorized access, disclosure, alteration, and destruction. Specifically: all data stored at rest is encrypted using AES-256 encryption; all data transmitted between your browser and our servers is protected using TLS 1.3 or higher; access to personal and financial data is restricted to authorized personnel on a need-to-know basis and subject to multi-factor authentication requirements.
We conduct regular security assessments and penetration tests to identify and remediate vulnerabilities. Notwithstanding these measures, no data transmission over the internet or electronic storage system is 100% secure. You use the Platform at your own risk and are encouraged to use a strong, unique password for your account and to enable multi-factor authentication.
Alphaneo retains your personal and financial information for a minimum of seven (7) years following the closure or termination of your account. This retention period is required to comply with SEC recordkeeping requirements under Rule 17a-4, IRS record retention obligations, and applicable state securities laws.
Certain categories of information may be retained for longer periods if required by applicable law, regulation, or a pending legal or regulatory proceeding. We may also retain anonymized and aggregated data for analytical purposes indefinitely. Upon the expiration of the applicable retention period, we will securely delete or anonymize your personal information in accordance with our data destruction policy.
Subject to applicable law and the retention obligations described above, you have the following rights regarding your personal information:
Requests will be processed within thirty (30) days of receipt. We may require identity verification before processing any access, correction, or deletion request.
The Platform uses two categories of cookies: (1) Essential Cookies, which are strictly necessary for Platform functionality, including maintaining your login session, remembering your preferences, and ensuring security; and (2) Analytics Cookies, which we use to understand how users interact with the Platform, identify areas for improvement, and measure the effectiveness of our features. Analytics cookies are provided by third-party analytics services and do not contain personally identifiable information.
You may disable cookies through your browser settings. Disabling essential cookies may impair your ability to use the Platform, including preventing you from logging in or completing transactions. Disabling analytics cookies will not affect your core Platform experience. We do not use advertising or cross-site tracking cookies.
For privacy-related inquiries, including requests to exercise your rights, questions about our data practices, or concerns about how your information is being used, please contact our privacy team at:
The investments available on the Alphaneo platform involve substantial risk, including the risk of complete loss of your invested capital. These are not suitable investments for all investors, and you should invest only capital you can afford to lose entirely.
Private market securities differ fundamentally from publicly traded securities in their liquidity profile, disclosure obligations, regulatory oversight, and investor protections. You should read these Risk Disclosures carefully and in their entirety, and consult with qualified legal, financial, and tax advisors before making any investment decision. Nothing in these disclosures is exhaustive; additional risks specific to each offering are described in the applicable offering documents.
Private company investments are speculative in nature. A significant majority of early-stage and growth-stage private companies fail to achieve the financial milestones necessary to generate returns for investors, and many are wound down with little or no return of investor capital.
Unlike publicly traded equities, private company securities are not subject to the same ongoing disclosure and reporting requirements, making it difficult to monitor the financial health of your investment in real time. You should assume that any investment made through the Platform could decline to zero and should size your positions accordingly.
Private market securities are highly illiquid. There is no established public market for these securities, and there can be no assurance that a secondary market will develop or that you will be able to sell your investment at a price that reflects its fundamental value, or at all.
Transfer of private securities is typically subject to contractual restrictions set forth in the company's charter documents, stockholder agreements, and right-of-first-refusal provisions. Even where secondary transactions are facilitated through the Platform, execution is not guaranteed, and transaction timelines may be extended. Investors should treat all private market investments as potentially permanent commitments.
Investments in private companies typically require holding periods of five to ten years or more before a liquidity event — such as an IPO, strategic acquisition, or secondary tender offer — may occur. There is no guarantee that any such liquidity event will occur within your expected investment horizon, or at all.
During the holding period, your capital will be unavailable for other uses, and you will receive no current income unless the investment specifically provides for distributions. Changes in your personal financial circumstances during a multi-year holding period may be difficult or impossible to accommodate given the illiquid nature of these investments.
Private companies routinely raise additional capital through subsequent rounds of financing, which may result in the issuance of new equity securities and consequent dilution of your ownership percentage. Future financing rounds may also be conducted at valuations lower than the round in which you invested, resulting in both dilution and mark-to-market losses.
Anti-dilution protections, if any, vary by share class and are subject to negotiation among existing investors. Common stockholders and holders of SPV interests with limited negotiating leverage may have weaker anti-dilution protections than lead institutional investors. You should review the capitalization table and rights of each share class carefully before investing.
Private companies are not required to file periodic reports with the SEC and are not subject to the same financial disclosure requirements as public companies. As a result, the information available to you about a company's financial condition, operations, and prospects may be limited, incomplete, or out of date at the time you make your investment decision.
Alphaneo's analyst research is based on information provided by the companies themselves and publicly available sources; it is not independently audited and may not capture all material risks. You should conduct your own due diligence and not rely solely on information provided through the Platform before making any investment decision.
The success of a private company investment is often highly dependent on the skills, judgment, and continued involvement of its founders and key management personnel. The loss of one or more key executives through departure, illness, or other circumstances could have a material adverse effect on the company's operations and prospects.
Management teams of early-stage companies may lack experience in managing a scaling organization or navigating a complex regulatory environment. Strategic decisions made by management, including capital allocation, product direction, and hiring, may prove incorrect or suboptimal in ways that impair the value of your investment.
The valuations assigned to private companies at the time of an offering are determined through negotiation between the company and its investors and may not reflect the intrinsic value or future prospects of the business. Valuations for early-stage companies are inherently speculative and may be based on projections that do not materialize.
Unlike public market valuations, which are continuously updated through trading activity, private company valuations are only updated at subsequent financing rounds or in connection with secondary transactions. The absence of a continuous market price means that reported valuations may be stale and may not reflect adverse developments that have occurred since the last financing round.
The regulatory environment governing private securities offerings, digital platforms, and emerging industries is subject to change. New laws, regulations, or regulatory interpretations could increase compliance costs for the companies in which you invest, restrict their ability to operate in certain markets, or adversely affect their competitive position.
Alphaneo's ability to continue operating as a platform may also be affected by changes in securities laws or regulations governing exempt offerings, investment platforms, or related financial services. Any such changes could impair your ability to access secondary markets or receive reporting about your investments through the Platform.
Secondary market transactions facilitated through the Platform are subject to significant restrictions. Most private company equity is subject to a right of first refusal (ROFR) in favor of the company or existing stockholders, which may prevent or delay the transfer of your shares to a third-party buyer, even if you have identified a willing buyer at an agreed price.
Additional transfer restrictions may be imposed by the company's charter documents, stockholder agreements, or SPV governing documents. Secondary transactions may require consent from the company's board of directors or a majority of existing stockholders. Even where Alphaneo facilitates the listing of secondary interests, there is no guarantee of execution, and bids may not be available at prices you consider acceptable.
Investments made through the Platform are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC), the Securities Investor Protection Corporation (SIPC), or any other government agency or insurance program. You could lose the entire amount of your investment without any recourse to insurance or government protection.
The Platform is not a bank, broker-dealer, or registered investment adviser. No investor protection or compensation scheme applies to your investments in private securities through the Platform. Alphaneo's own financial condition should not be confused with or relied upon as a guarantee of the performance of any investment offered through the Platform.
Investments in private companies, particularly through pass-through entities such as limited partnerships or LLCs structured as investment vehicles, may generate complex tax reporting obligations. Investors in such vehicles typically receive a Schedule K-1 reflecting their share of income, gains, losses, deductions, and credits, which may require filing in multiple states and can complicate your personal tax return.
Certain investments may qualify for favorable tax treatment under the Qualified Small Business Stock (QSBS) provisions of Section 1202 of the Internal Revenue Code, which may allow exclusion of up to 100% of gain on the sale of qualifying stock held for more than five years. QSBS eligibility is subject to specific requirements and limitations and should not be assumed without advice from a qualified tax advisor. Alphaneo does not provide tax advice, and you should consult your own tax counsel regarding the specific tax implications of any investment before committing capital.
Investment offerings facilitated through the Alphaneo platform are conducted in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(c) of Regulation D promulgated thereunder by the Securities and Exchange Commission (SEC). These offerings are not registered with the SEC and are not subject to the disclosure or other requirements that apply to registered securities offerings.
Because these offerings are made under an exemption from registration, investors do not receive the protections afforded by a registered offering, including SEC review of the offering documents, mandatory prospectus disclosure, or the rights and remedies available under Sections 11 and 12(a)(2) of the Securities Act. You should review all offering documents carefully and consult qualified legal counsel before investing.
Under Rule 501(a) of Regulation D, an "accredited investor" includes individuals and entities meeting any of the following criteria:
Rule 506(c) requires that issuers and platforms take reasonable steps to verify that all purchasers of securities qualify as accredited investors. Alphaneo uses the following verification methods, consistent with SEC guidance under Rule 506(c) and the SEC's Compliance and Disclosure Interpretations:
Alphaneo will not process any investment commitment until accredited investor verification has been satisfactorily completed. Verification is valid for twelve (12) months; reverification will be required for subsequent investment commitments made after the expiration of the verification period.
Offerings conducted under Rule 506(c) are expressly permitted to involve general solicitation and general advertising, including through public websites, social media, and advertising. This represents a key distinction from offerings conducted under Rule 506(b), which prohibit general solicitation but permit up to 35 non-accredited-investor purchasers.
Because the Alphaneo Platform is publicly accessible and describes available investment opportunities to the general public, all offerings made through the Platform are conducted under Rule 506(c). As a consequence, all purchasers of any security offered through the Platform must be verified accredited investors; no exceptions are available for sophisticated but non-accredited purchasers. Alphaneo will not permit any investment commitment by any person who has not completed and passed the accredited investor verification process.
Neither the SEC nor any state securities regulator has approved, disapproved, or reviewed the merits of any offering made through the Platform. The SEC has not reviewed or passed upon the adequacy or accuracy of any offering document, financial projection, analyst report, or other material published on the Platform. Any representation to the contrary is a criminal offense.
Issuers conducting Rule 506(c) offerings are required to file a Form D with the SEC no later than fifteen (15) calendar days after the first sale of securities in the offering. Alphaneo requires all issuers to confirm that a Form D has been filed or will be filed within the required period as a condition of listing on the Platform. Copies of Form D filings are publicly available through the SEC's EDGAR database.
Certain offerings on the Platform may be restricted to "qualified purchasers" as defined in Section 2(a)(51) of the Investment Company Act of 1940. A qualified purchaser is an individual who owns not less than $5,000,000 in investments, a family-owned company that owns not less than $5,000,000 in investments, a trust that is not formed for the specific purpose of acquiring the offered securities and whose trustee or grantor is a qualified purchaser, or an entity (other than a trust) acting for its own account or for the accounts of other qualified purchasers, that in the aggregate owns and invests on a discretionary basis not less than $25,000,000 in investments.
The qualified purchaser distinction is relevant because investment companies relying on Section 3(c)(7) of the Investment Company Act may have no limit on the number of beneficial owners, provided all such owners are qualified purchasers. Offerings designated as "QP-only" on the Platform are available solely to investors who have completed both accredited investor verification and qualified purchaser verification.
Securities offered under Rule 506 of Regulation D are "covered securities" under Section 18(b)(4)(D) of the Securities Act, which means they are exempt from state securities registration (also known as "blue sky") requirements. States are preempted from requiring registration of covered securities but retain authority to investigate and bring enforcement actions for fraud, require notice filings, and collect fees.
Issuers conducting Rule 506(c) offerings are generally required to file Form D (or a similar notice form) with the securities regulator in each state where sales are made, along with any applicable filing fees. Alphaneo requires all listed issuers to represent that they are aware of and intend to comply with applicable state notice filing requirements as a condition of listing. Investors are encouraged to consult counsel regarding the securities laws of their state of residence.
Securities acquired in offerings conducted under Rule 506(c) are "restricted securities" as defined in Rule 144 under the Securities Act. Restricted securities may not be resold in the public markets without registration or an applicable exemption from registration. The most commonly relied-upon exemption is Rule 144, which generally requires that restricted securities be held for a minimum of one year prior to resale in any public market transaction (the "holding period"), and imposes additional conditions including volume limitations, manner of sale requirements, and current public information requirements.
In addition to federal resale restrictions, private company securities are subject to contractual transfer restrictions contained in the company's stockholder agreements, right-of-first-refusal provisions, and lock-up agreements. These contractual restrictions may be more stringent than, and operate independently of, the federal securities law restrictions described above. Investors should review all applicable transfer restriction provisions before purchasing any security through the Platform and should not assume that a secondary market will be available at any time or price.
Effective date: May 1, 2026. This SMS & Messaging Policy describes how Alphaneo LLC ("Alphaneo," "we," "us," or "our") uses SMS and text messaging to communicate with users of the Alphaneo platform (the "Platform"). By providing your mobile number and opting in to receive text messages from Alphaneo, you agree to the terms below.
Alphaneo may send the following categories of text message to your mobile number when you have provided prior express written consent to receive them:
Alphaneo does not send unsolicited marketing text messages. Any marketing or promotional SMS is sent only to users who have explicitly opted in to such communications.
Your provision of a mobile phone number during account registration or within account settings, combined with your affirmative selection of SMS notifications, constitutes your prior express written consent to receive text messages from Alphaneo at that number. Consent is not a condition of purchasing any security or accessing any feature of the Platform. You may withdraw consent at any time by texting STOP to any message received from Alphaneo or by disabling SMS notifications in your account settings.
You confirm that the mobile number you provide belongs to you, that you are the subscriber or customary user of that number, and that you are 18 years of age or older.
You may use any of the following commands at any time by replying to a message from Alphaneo:
These commands are supported on all shortcodes and long codes used by Alphaneo. To opt out of OTP and security messages only, disable two-factor authentication in your account security settings.
Message frequency varies based on your account activity and the notification settings you have enabled. Transactional and security messages are sent only when a relevant event occurs; they are not sent on a schedule. Alphaneo does not send recurring promotional SMS blasts.
Message and data rates may apply depending on your carrier and plan. Alphaneo is not responsible for charges from your mobile carrier. SMS and MMS messaging is available to users on all major U.S. carriers, including AT&T, Verizon, T-Mobile, and Sprint. Availability may vary by carrier and region; not all features may be available on all carriers.
Mobile phone numbers collected for SMS messaging are used solely for the purposes described in this policy. Alphaneo does not sell, license, or share your mobile number with third parties for their own marketing purposes. Your number may be shared with our SMS delivery provider (currently Twilio Inc.) solely for the purpose of delivering messages on our behalf, subject to Twilio's data processing terms and Alphaneo's Privacy Policy.
Message content may include your first name, account status indicators, and brief descriptions of platform events. No sensitive financial data (account balances, security holdings, investment amounts) is transmitted via SMS. Full details are available in the Alphaneo Privacy Policy.
For questions about SMS messaging or to request manual opt-out, contact:
We aim to respond to all support requests within two business days.