Important Disclosures

Educational only. Not advice. Not an offering.

Waterfalls is a research and education utility for analyzing the mechanics of private-fund offering documents. Nothing on this site is investment, legal, tax, or financial advice. Nothing on this site is an offer, solicitation, recommendation, or endorsement.

Version 2026-04-23 · Last updated April 23, 2026

Read this first

0. Who operates this Service

The Waterfalls website and Service are operated by PLS, LLC, doing business as Waterfalls ("Waterfalls," "we," "us," "our"). References to "Waterfalls" throughout these disclosures refer to PLS, LLC in its capacity as operator of the Service.

Operating a website under a d/b/a (doing-business-as) name does not create a separate legal entity; PLS, LLC is the legal entity responsible for the Service.

1. No investment, financial, legal, tax, or accounting advice

The content, tools, scores, charts, scenarios, and any other output produced by Waterfalls ("the Service") are provided solely for informational and educational purposes. Nothing on the Service constitutes investment advice, financial advice, legal advice, tax advice, or accounting advice of any kind.

The Service does not evaluate your specific objectives, financial situation, time horizon, liquidity needs, tax status, or risk tolerance. Information is generic and not tailored to you. You are solely responsible for all decisions you make based on it.

Waterfalls and its operators, employees, contractors, and affiliates do not establish an adviser-client, attorney-client, fiduciary, or similar relationship with any user of the Service.

2. Not a registered adviser, broker-dealer, or financial professional

Waterfalls is not:

  • A Registered Investment Adviser (RIA) under the Investment Advisers Act of 1940 or any U.S. state securities statute
  • A broker, dealer, or FINRA member firm
  • A Commodity Trading Advisor, Commodity Pool Operator, or NFA member
  • A law firm, attorney, or legal professional
  • A Certified Public Accountant or tax-return preparer
  • A bank, trust company, or custodian
  • A fund sponsor, general partner, or placement agent
  • A "fiduciary" under ERISA, the Investment Advisers Act, or any common-law standard

If you need advice that applies to your situation, retain a qualified professional who will owe you a duty of care.

3. No offer or solicitation of securities

Nothing on the Service is an offer to sell, or a solicitation of an offer to buy, any security, partnership interest, fund interest, token, note, or other investment. Offers of securities may only be made through formal offering documents delivered directly to you by the issuer or its authorized placement agent, in compliance with applicable federal and state securities laws.

References to specific funds, sponsors, service providers, asset classes, or strategies on the Service are factual descriptions for educational and research purposes only. They are not endorsements, recommendations, or solicitations.

The presence of a fund on Waterfalls does not mean the fund is open for investment, accepting new capital, or available in your jurisdiction. Many funds referenced here are closed, oversubscribed, limited to existing investors, or restricted by state.

4. Accredited-investor notice

Private-fund interests referenced on the Service are typically offered pursuant to exemptions under the Securities Act of 1933 — most commonly Rule 506(b) or Rule 506(c) of Regulation D — and are generally available only to "accredited investors"as defined in Rule 501 of Regulation D, or to "qualified purchasers" under Section 2(a)(51) of the Investment Company Act of 1940.

If you do not meet those standards, many offerings referenced here are not available to you as a matter of federal securities law, regardless of your interest level.

Any accredited-investor status you self-attest to on Waterfalls is for educational platform use only and does notsatisfy the "reasonable steps to verify" standard required of an issuer under Rule 506(c). Issuers conduct their own verification before accepting subscriptions.

5. Risk disclosures — private funds

Private-fund investments involve substantial risk, including:

  • Loss of principal. You may lose some or all of your invested capital.
  • Illiquidity. Private-fund interests are typically locked up for years and cannot be easily sold; no secondary market is guaranteed.
  • Lack of transparency. Private funds report less frequently and in less detail than public securities.
  • Leverage. Many private funds use borrowed money, which magnifies both gains and losses.
  • Valuation subjectivity. NAV is generally set by the sponsor based on internal estimates, not a market price.
  • Concentration. A fund may hold a small number of assets, sectors, or geographies.
  • Sponsor dependence. Returns depend heavily on the skill, integrity, and continuity of the sponsor and its principals.
  • Tax complexity. Investors may receive K-1s, owe taxes in states where they do not live, or face unrelated business taxable income.
  • Regulatory change. Securities, tax, and ERISA rules can change and affect the investment.

6. Past performance; hypothetical projections

Past performance is not indicative of future results. Fund IRR, multiple, distribution history, or manager track record — whether stated by the sponsor in a PPM or surfaced in Waterfalls — is historical information only.

Scenarios you run through the Service (including "Run the Numbers" output, LP-take percentages, cascade charts, and score breakdowns) are hypothetical, generated using a simplified model and assumptions you supply. They are not forecasts, projections, or guarantees, and they may materially differ from actual outcomes. Real returns depend on fund execution, market conditions, fees not captured in the model, sponsor discretion, and many other factors Waterfalls cannot observe.

7. Data accuracy and source documents

Fund economics, fee schedules, waterfall terms, service-provider associations, and other data on the Service are extracted from third-party Private Placement Memoranda and similar disclosure documents, sometimes uploaded by other users. The Service:

  • Does not independently audit, verify, or confirm this data
  • Cannot detect if a PPM has been amended, superseded, or withdrawn
  • May misread, mis-parse, or miss material terms
  • May display data that is out of date, incomplete, or internally inconsistent

Always verify fund terms by obtaining the current, complete offering documents directly from the sponsor or its authorized placement agent before making any decision.

7.1 AI and automation notice

Waterfalls uses a variety of AI models and automated systems to read offering documents, extract fund economics, flag potential issues, and summarize content. AI models sometimes make mistakes, including misreading numbers, conflating similar provisions, missing footnotes or appendices, hallucinating details that aren't in the document, or confidently reporting incorrect values.

By using the Service you acknowledge that the AI-assisted output may contain errors and you agree to independently verify any detail that is material to you. Do not rely on the Service as your sole source of truth for any investment decision.

If you spot an error, please report it to us at hello@wtrfalls.com so we can investigate and correct the record. Reports from users are the primary way we catch mistakes, and we read every one.

8. Third-party information; no endorsement

Sponsor, fund, law-firm, auditor, fund-administrator, and placement-agent profiles on the Service are compiled from public disclosures and user uploads. Appearance on the Service is a factual association only — it is not an endorsement, certification, recommendation, or verification of competence, integrity, track record, or regulatory standing.

Third-party links, logos, and names are used for identification purposes. We do not control, monitor, or take responsibility for third-party websites, products, or services.

Firms named on the Service may claim their profile to add a verified bio, correct data, and respond to community threads. Claiming does not create a business relationship with Waterfalls.

9. No fiduciary duty

Waterfalls does not owe users any fiduciary, advisory, or trust-law duty. The Service does not act as a fiduciary under ERISA or state trust law. No user is a client of Waterfalls for purposes of the Investment Advisers Act, the Advisers Act of 1940, or any similar statute.

10. Forward-looking statements

Any forward-looking statement on the Service — including any statement about expected returns, future performance, market conditions, or fund outcomes — is based on assumptions that may prove incorrect. Forward-looking statements involve risks and uncertainties, and actual results may differ materially. We undertake no obligation to update any forward-looking statement.

11. Jurisdiction and international users

The Service is operated in the United States and is intended for U.S. persons. Content references U.S. securities, tax, and regulatory frameworks. If you are accessing the Service from a jurisdiction other than the United States, you do so at your own risk, and you are responsible for compliance with local law.

Nothing on the Service is intended as an offer, solicitation, or invitation in any jurisdiction where such activity would be unlawful. Waterfalls is not directed at residents of jurisdictions where its content would violate local rules on securities marketing, investment advice, or financial promotion.

12. Electronic communications — email, SMS, and phone calls

With your consent (collected at account creation and revocable at any time), Waterfalls may send you:

  • Email — account updates, thread notifications, fund alerts on your watchlist, product announcements. Every marketing email includes an unsubscribe link. Transactional emails (sign-in links, receipts) are sent as necessary to operate the Service.
  • SMS / text messages — if you opt in, about security alerts, upload status, and optional fund-watch notifications. Message frequency varies. Message and data rates may apply. Text STOP to cancel; text HELP for help. Consent to receive SMS is not a condition of purchase or use of the Service.
  • Phone calls — if you opt in, about your account, support requests, or scheduled consultations. Calls may be made using an automatic telephone dialing system or artificial or prerecorded voice. Consent to receive calls is not a condition of purchase or use of the Service.

You can revoke consent for any channel at any time from Settings → Notifications, by replying STOP to an SMS, by clicking the unsubscribe link in any marketing email, or by emailing privacy@wtrfalls.com. Revocation applies to the relevant channel; transactional messages required to operate the Service may continue.

13. No warranties — "as is" service

The Service is provided on an "as is" and "as available" basis, without warranties of any kind, whether express, implied, or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, or uninterrupted availability.

Without limiting the foregoing, Waterfalls does not warrant that fund scores, LP-take calculations, scenario outputs, cascade diagrams, extracted data, or any other content is accurate, complete, current, or suitable for any particular purpose.

14. Limitation of liability

To the fullest extent permitted by law, Waterfalls, its operators, affiliates, directors, officers, employees, contractors, and licensors shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including without limitation lost profits, lost revenues, lost investment returns, lost data, or business interruption, arising out of or related to your use of the Service, even if advised of the possibility of such damages.

In no event shall the total aggregate liability of Waterfalls to any user exceed the greater of (a) the amount the user paid Waterfalls in the twelve (12) months preceding the claim, or (b) USD $100. These limitations apply regardless of the theory of liability, whether contract, tort (including negligence), strict liability, or otherwise.

15. Your responsibility and indemnity

You are solely responsible for your investment decisions, diligence, and compliance with applicable laws in your jurisdiction. You agree to indemnify, defend, and hold harmless Waterfalls against any third-party claims, losses, damages, or expenses (including reasonable attorneys' fees) arising from (a) your use of the Service, (b) content you upload or post, or (c) your investment or other decisions.

16. Updates to these disclosures

We may update these disclosures from time to time to reflect changes in law, our products, or best practice. The version identifier at the top of this page changes whenever the substantive text changes. If the change is material, we will notify signed-in users by email and, for active consent relationships (SMS, call, email marketing), re-request consent.

Continued use of the Service after an update constitutes acknowledgment of the current disclosures.

17. Contact

For questions about these disclosures, or to report an error in extracted data or a potential misrepresentation:

By using Waterfalls, you acknowledge that you have read, understood, and agreed to these disclosures, along with our Terms of Use and Privacy Policy.

If you do not agree, do not use the Service.