Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you and Prospect Capital Management LLC ("Prospect," "we," "us," or "our"). By accessing or using our website, platform, or any of our services, you agree to be bound by these Terms.

If you are accessing or using our services on behalf of an entity, you represent and warrant that you have the authority to bind that entity to these Terms. If you do not agree to these Terms, you must not access or use our services.

Our services are available only to institutional investors, accredited investors, and qualified purchasers as defined under applicable securities laws. By using our services, you represent that you meet the applicable eligibility requirements and are not a resident of the State of New York or any jurisdiction where our services are prohibited.

You must be at least 18 years of age (or the age of majority in your jurisdiction) to use our services. We reserve the right to verify your identity and eligibility at any time.

Prospect provides digital asset market-making, over-the-counter (OTC) trading, institutional liquidity solutions, and venture capital services. The specific terms of any investment or trading arrangement will be governed by separate agreements executed between you and Prospect.

We reserve the right to modify, suspend, or discontinue any aspect of our services at any time without prior notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of our services.

To access certain features of our services, you may be required to create an account and complete our onboarding process, including KYC/AML verification. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

You agree to notify us immediately of any unauthorized use of your account or any other breach of security. We will not be liable for any loss arising from unauthorized use of your account.

Digital asset trading and investment involve substantial risk of loss and are not suitable for all investors. The value of digital assets can be highly volatile, and you may lose some or all of your investment. Past performance is not indicative of future results.

You acknowledge that you have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of any investment or transaction, and that you are able to bear the economic risk of loss of your entire investment.

Fees for our services are set forth in the applicable service agreements. We reserve the right to change our fee structure with reasonable notice. All fees are non-refundable unless otherwise specified in writing. You are responsible for any taxes applicable to your use of our services.

All content, trademarks, logos, and intellectual property on our website and platform are owned by or licensed to Prospect. You may not reproduce, distribute, modify, create derivative works of, publicly display, or otherwise use any of our intellectual property without our prior written consent.

To the maximum extent permitted by applicable law, Prospect and its directors, officers, employees, agents, and affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or goodwill, arising out of or in connection with your use of our services.

Our total aggregate liability for any claims arising out of or relating to these Terms or our services shall not exceed the total fees paid by you to Prospect in the twelve (12) months preceding the claim.

You agree to indemnify, defend, and hold harmless Prospect and its directors, officers, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with your use of our services, your violation of these Terms, or your violation of any rights of a third party.

Prospect operates as a registered Money Services Business (MSB) with FinCEN and conducts offerings under SEC Regulation D Rule 506(c). We are committed to compliance with all applicable laws and regulations, including anti-money laundering (AML) and know-your-customer (KYC) requirements.

You agree to cooperate with our compliance procedures and provide any information or documentation we may reasonably request for regulatory purposes.

We may terminate or suspend your access to our services at any time, with or without cause, and with or without notice. Upon termination, your right to use our services will immediately cease. All provisions of these Terms that by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. Any dispute arising out of or relating to these Terms shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) in Wilmington, Delaware.

We reserve the right to modify these Terms at any time. Material changes will be communicated through our website or by direct notice. Your continued use of our services following any changes constitutes your acceptance of the revised Terms.

For questions regarding these Terms, please contact us at [email protected] or write to Prospect Capital Management LLC, 1209 Orange Street, Wilmington, DE 19801, United States.