Gaia by Primior (“Gaia,” “we,” “our,” or “the platform”) is a digital marketplace and technology platform that facilitates access to investment opportunities in real-world assets (“RWAs”) and provides capital formation tools for asset sponsors. Gaia is not a broker-dealer, investment adviser, or placement agent.

Content made available through this platform is provided for informational purposes only and should not be interpreted as investment, legal, accounting, or tax advice. All investment decisions should be made independently, based on your own due diligence and consultation with qualified advisers.

Nature of Offerings and Regulatory Exemptions

Nothing on this site constitutes an offer to sell or a solicitation of an offer to buy any securities. Any such offer can be made only through definitive offering materials from the issuer, including private placement memoranda, subscription agreements, operating agreements, or similar documents containing full risk disclosures. Read those documents carefully before investing and consider your entire financial situation, objectives, and tolerance for loss.

Offerings available to U.S. persons are generally conducted under exemptions from registration, including Regulation D Rule 506(c) of the Securities Act of 1933. Offerings made to non-U.S. persons may be conducted under Regulation S. Securities sold in exempt offerings are “restricted securities” and may not be transferred or resold except as permitted by law and the applicable offering documents. There is no guarantee that any secondary market will exist for these securities or that any investor will be able to achieve liquidity. Participation in any future secondary trading or peer-to-peer transfer functionality may be limited by law, venue availability, or platform policies.

Tokenized Offerings and Blockchain Risk

Some offerings on Gaia may use blockchain-based tokens to represent ownership interests or rights. Tokens are not digital currencies and should not be treated as such. Holding or transferring tokens involves technological, cybersecurity, and regulatory risks, including but not limited to: wallet mismanagement, private key loss, hacking, software vulnerabilities, blockchain congestion, forks, and changes in legal treatment. Smart contracts may impose transfer restrictions, lockups, or whitelisting requirements to enforce compliance rules. Transactions on public networks are irreversible, and Gaia cannot recover lost or inaccessible tokens. Gas fees and third-party transaction fees may apply. Blockchain ledgers are not a substitute for official issuer or transfer-agent records unless expressly stated in the offering documents.

Investment Risk and Performance

Investing in private placements or tokenized securities involves significant risk, including the potential loss of your entire investment. Such investments are often illiquid, speculative, and subject to limited disclosure and regulatory oversight. Forward-looking statements, projections, or estimated returns are inherently uncertain and may differ materially from actual results. Past performance does not guarantee future results. Investors should only invest money they can afford to lose and should expect that investments may remain illiquid for an extended period.

Investor Eligibility and Onboarding

Access to offerings may depend on your residency, citizenship, and accreditation status. Investors must complete the required Know-Your-Customer (KYC), Anti-Money-Laundering (AML), and where applicable, Accredited Investor verification processes before participating. Gaia and its affiliates reserve the right to deny or restrict access to any user based on jurisdictional limitations or compliance reviews. Tax treatment varies by individual circumstances and may change over time. You should consult your tax advisor before investing.

Sponsor Obligations and Responsibilities

Sponsors and issuers using Gaia are solely responsible for the accuracy, completeness, and legality of their content, materials, and communications. Gaia does not verify, endorse, or guarantee any sponsor statements or financial representations. Sponsors are responsible for ensuring that their offerings comply with all applicable securities, advertising, and consumer protection laws, including Regulation D, Regulation S, and any applicable state or international requirements. Sponsors must provide all required offering documents and risk disclosures directly to investors.

If tokenization is used, sponsors must ensure that smart-contract logic and compliance controls (transfer restrictions, whitelisting, lockups) align with applicable regulations and offering terms. Sponsors must not rely on Gaia’s technical features as a substitute for independent legal or compliance oversight. Ongoing disclosures, performance reporting, and investor communications promised in offering documents are the sponsor’s responsibility. Gaia disclaims liability for any misstatement, omission, or loss arising from sponsor activity.

Third-Party Services and Integrations

Gaia may provide integrations with third-party vendors (KYC/KYB/AML providers, custodians, wallet services, payment processors, data vendors, or secondary trading venues). Use of these third-party services is at your discretion and subject to their separate terms, fees, and performance. Gaia does not warrant or control the availability, reliability, or regulatory standing of these external providers. Any future liquidity or secondary market features will depend on third-party partnerships and regulatory approvals, and availability is not guaranteed.

Data Accuracy and Availability

Information, metrics, performance data, and valuations displayed on the Gaia platform are provided “as is,” may be incomplete or delayed, and are subject to correction or update without notice. Gaia makes no warranty, express or implied, regarding the timeliness, accuracy, or completeness of any information provided by issuers, sponsors, or third parties.

Jurisdiction and Accessibility

Access to this platform is void where prohibited by law. Availability varies by jurisdiction, user residency, regulatory status, and platform onboarding results. Not all offerings are available to all users. Use of the Gaia platform constitutes acceptance of all applicable Terms of Use, Privacy Policy, and program-specific policies.

Liability Limitation

Gaia, its affiliates, and partners expressly disclaim all liability for any direct or indirect loss or damage arising from your use of this platform, including but not limited to investment losses, data errors, system outages, or reliance on any platform content. You acknowledge that investing in private or tokenized securities carries risk and that Gaia provides no guarantees of investment success, liquidity, or capital preservation.

User Acknowledgment

By accessing this platform, you acknowledge that:

1. You have read and understood this disclosure;

2. You are responsible for verifying all investment information and performing your own due diligence;

3. You will consult appropriate professional advisers before investing or launching any offering; and

4. You agree to all applicable platform terms and conditions.