Privacy Policy & Terms of Use

The information contained herein is provided for informational and discussion purposes only and is not, and may not be, relied on in any manner as legal, business, financial, tax or investment advice, and it is not intended to be, and should not be relied upon, as an "offer" or "offer to sell" or a solicitation of an offer to buy a security, or an interest (an "Interest"; collectively, the "Interests") in Elion Real Estate Fund IV, LP, a Delaware limited partnership (together with any parallel investment vehicles, the "Fund"). By accepting these materials, the recipient agrees that he, she or it, as applicable, will, and it will cause its shareholders, partners, members, directors, officers, employees and representatives to, use the information only with respect to the Fund and for no other purpose and will not divulge any such information to any other party except for its advisors under duties of confidentiality. By accepting these materials, each recipient agrees to return it promptly upon request. Elion IV GP, LLC, a Delaware limited liability company (the "General Partner") is the sole sponsor of the Fund. Neither the Fund nor the General Partner or any of their affiliates makes any representation or warranty, express or implied, as to the accuracy or completeness of the information contained herein and nothing contained herein shall be relied upon as an assurance or representation as to the past or future performance. No representations are made as to the accuracy of any targets, estimates, approximates or projections or that such targets, estimates, approximates or projections will be realized. These materials contain statements that are "forward-looking statements." These include, among other things, targeted performance, projections forecasts and estimates of return performance. The General Partner believes that there is a sound basis for the targeted performance of the Fund. These forward-looking statements are based upon certain assumptions. Actual events are difficult to predict and may be beyond the General Partner's control. Actual events may differ from those assumed. All forward-looking statements included are based on information available on the date hereof and neither the General Partner nor its affiliates assume any duty to update any forward-looking statements. Some important factors which could cause actual results to differ materially from those in any forward-looking statements include changes in economic conditions, political changes, legal and regulatory requirements, exchange rate fluctuations, as well as changes in the markets, prospects, competition or consumer preferences, among others. The information contained herein does not purport to contain all of the information that may be required to evaluate the Fund.

Each recipient of these materials should consult its own attorney, business adviser and tax adviser as to legal, business, tax and related matters concerning the information contained herein including the merits and risks involved with an investment in the Fund. Investment in the Interests is highly speculative and involves a high degree of risk, including the risk of complete loss, due to, among other things, the nature of the Fund's investments. Investment in the Fund is suitable only for qualified investors and requires the financial ability and willingness to accept the high risks and lack of liquidity inherent in an investment in the Fund. Investors in the Fund must be prepared to bear such economic risks for an indefinite period of time. No assurance can be given that the Fund's investment objectives will be achieved or that investors will receive a return of their capital. There is no public market for the Interests, and the Interests will be subject to strict limitations on transfer. Investors should regard the Interests as illiquid, and investors should not invest in the Fund unless they are prepared to lose all or a substantial portion of their investment.

The logos appearing in these materials are trademarks owned by Elion Partners, LLC ("Elion"). Elion's trademarks have been licensed to the General Partner solely for use in connection with the Fund.

Privacy Policy

This Privacy Policy describes how Elion Partners (referred to in this Privacy Policy as "Company," "we," "us," or "our"), as the operator of the website www.elionpartners.com (the "Site") and the associated client portal (the "Portal"), and the services provided through the Site and the Portal (the Site, the Portal and these services constituting the "Service"), collects information when you visit the Service. It also explains how we use and disclose the information we collect from you, and your rights in relation to that information. By accessing, visiting or using the Service, you expressly consent to our collection, storage, use and disclosure of your information as described in this Privacy Policy. Please note that if you disagree with anything in this Privacy Policy, you must not use the Service. This Privacy Policy is part of, and is governed by, the terms and conditions set forth in our Terms of Service located herein.

Information Collected through the Service.

Information You Directly and Voluntarily Provide to Us. When you use the Service,we may collect information that you provide to us when you communicate via the Service with any of our departments such as investor relations or technical services, and well as information you provide when completing a subscription agreement. If you sign up to become a registered user of the Portal, you will be required to provide certain information as part of the registration process. This may include demographic information provided by you on applications, subscription agreements or other forms delivered to us or our affiliates, which may include your name, e-mail address, telephone number, driver's license or government-issued identification card number, passport number, date of birth, assets, income, tax information, beneficiary information, personal bank account information, broker/dealer, financial advisor, custodian, and similar parties. We also collect information about your transactions with us, our affiliates and/or broker/dealers or other financial service providers participating in the sale of the securities offered through us, such as your account balances and transactional history.

Information Automatically Collected Through the Service. We may automatically collect information about you when you use the Service. For example, if you access the Service through a computer, we will automatically collect information such as your browser type and version, computer and connection information, IP address and standard web log information. If you access the Service through a mobile device, we may also be able to identify the location of your mobile device. You may choose not to share your location details with us by adjusting your mobile device's location services settings. For instructions on changing the relevant settings, please contact your service provider or device manufacturer.

We may automatically collect information from you when you use the Service using "cookies" and other similar technologies, such as web beacons, to automatically collect information about you when you use the Service. Cookies are small amounts of data that are stored within your computer's Internet browser and that are accessed and recorded by the websites that you visit so that they can recognize the same browser navigating online at a later time.

Information that may be collected by cookies when you use the Service may include, without limitation:


  • the pages you visit within the Service;

  • the date and time of your visit to the Service;

  • the amount of time you spend using the Service;

  • the Internet Protocol (IP) address used to connect your computer to the Internet; and/or

  • your computer and connection information such as your browser type and version, operating system and platform.


You can set your browser to reject cookies or to notify you when you are sent a cookie. However, if you disable cookies you may not be able to log in to the Service or to use certain features of the Service. To find out more about cookies, including how to see what cookies have been set on your device and how to manage and delete them, visit www.allaboutcookies.org.

Information Collected byThird Party Service Providers. We may work with third party service providers to help us operate the Service or understand how the Service is being used, such as tracking the frequency and duration of use of the Service. Such service providers may conduct certain processes on our behalf to ensure regulatory compliance, to assist us in distributing email newsletters, or processes to facilitate financial transfers or payments.

Information You Share on Third Party Websites or through Social Media Services. The Service may include links to third party websites and social media services where you will be able to post comments, stories, reviews or other information. Your use of these third party websites and social media services may result in the collection or sharing of information about you by these third party websites and social media services. We encourage you to review the privacy policies and settings on the third party websites and social media services with which you interact to make sure you understand the information that may be collected, used, and shared by those third party websites and social media services.]

How We Use the Information We Collect. We collect information from and about you in order to:

  • identify you as a customer;

  • establish and maintain your customer accounts and/or process transactions in your account;

  • communicate and share information with the custodians, transfer agents, and, if applicable, your broker/dealer or investment advisor, or other similar parties involved in the processing, servicing or administering of your account or the transactions effected in your account;

  • market investment products or services that may be consistent with your financial profile; and

  • meet our obligations under the laws and regulations that govern us.


We also use the information we gather through the Service to assure compliance with applicable laws and regulations, as well as to help us better understand how the Service and our products and services are being used. By identifying patterns and trends in usage, we are able to better design the Service and our products and services to improve your experience. In addition, we may use this information to contact and communicate with you and to respond to your communications and requests. If you are a registered user of the Portal, we may email you about products and services that we believe may be of interest to you. If you wish to opt-out of receiving these emails from us, please follow the instructions contained in each email you receive from us which will allow you to opt-out of receiving further email marketing communications from us.

How We Share Your Information.

Third Parties. We may disclose all of the nonpublic personal information we collect about you as described above to the following types of third parties:

  • Our Affiliated Companies. We may offer investment products and services through certain of our affiliated companies, and we may share all of the nonpublic personal Information we collect about you with such affiliates so we are better able to serve your investment needs and to suggest services or educational materials that may be of interest to you.

  • Nonaffiliated Service Providers and Joint Marketing Partners. From time to time, we use outside companies to perform services for us or functions on our behalf. We may disclose all of the nonpublic personal information we collect as described above to such companies. However, before we disclose nonpublic personal information to any of our service providers, we require them to agree to keep your nonpublic personal information confidential and use the information only for the purposes for which disclosure to them is made.

  • Other Nonaffiliated Third Parties. We do not sell or share your nonpublic personal information with nonaffiliated outside marketers. We may disclose your nonpublic personal information to the extent permitted or required by law. For example, to:

    • protect the security and integrity of our Web site;

    • effect, administer or enforce a transaction requested or authorized by you;

    • protect the security and integrity of our records;

    • protect our rights and property and the rights and property of others;

    • take precautions against liability;

    • respond to claims that your information violates the rights and interests of third parties;

    • take actions required by law or to respond to judicial process;

    • assist with detection, investigation or reporting of actual or potential fraud, misrepresentation or criminal activity; and

    • provide information to law enforcement agencies or for an investigation on a matter related to public safety to the extent permitted under other provisions of law.




Business Transfers; Bankruptcy. In the event of a merger, acquisition, bankruptcy or other sale of all or a portion of our assets, any user information owned or controlled by us may be one of the assets transferred to third parties. We reserve the right, as part of this type of transaction, to transfer or assign your information and other information we have collected from users of the Service to thirdparties.Other than to the extent ordered by a bankruptcy or other court, the use and disclosure of all transferred user information will be subject to this Privacy Policy. However, any information you submit or that is collected after this type of transfer may be subject to a new privacy policy adopted by the successor entity.

Aggregate Information. We may share information relating to users of the Service with affiliated or unaffiliated third parties on an anonymous, aggregate basis. While this information will not identify you personally, in some instances these third parties may be able to combine this aggregate information with other data they have about you, or that they receive from third parties, in a manner that allows them to identify you personally.

Security. We implement industry standard security measures intended to protect against the loss, misuse and alteration of the information under our control. Please be aware that no data transmission over the Internet can be guaranteed to be 100% secure. As a result, the Company cannot guarantee or warrant the security of any information you transmit on or through the Service and you do so at your own risk.

Amendments to this Privacy Policy. We will notify you of changes to this Privacy Policy by posting the amended terms on the Service at least thirty (30) days before the effective date of the changes. If you have provided us with your email address we will also notify you of material changes to this Privacy Policy by sending an email at least thirty (30) days before the effective date of the changes to the email address you most recently provided to us. We encourage you to keep the email address you provide to us current, and to promptly notify us of any changes to your email address, so that you may receive any notices we send to you regarding material changes to this Privacy Policy. If you do not agree to the changes, you should discontinue your use of the Service prior to the time the modified privacy policy takes effect. If you continue using the Service after the modified privacy policy takes effect, you will be bound by the modified privacy policy.

Use of Information Outside Your Country of Residence. If you choose to use the Service or provide your information to us, your information may be transferred to, processed and maintained on servers or databases located outside of the country or jurisdiction where you are located. Your agreement to this Privacy Policy followed by your submission of information through the Service represents your consent and agreement to these practices. If you do not want your information transferred to or processed or maintained outside of the country or jurisdiction where you are located, you should not use the Service.

Accessing, Changing and Managing Your Information. If you are a registered user of the Service, you may make changes to the user information you have provided in connection with your account by logging in to your account and changing the applicable information. You may also request changes by contacting us at investorrelations@elionpartners.com. Following receipt of a request from you, we will take reasonable steps to update, correct or delete your information as requested, unless retention of your information is required by applicable law or regulation.

Special Information for California Residents.

Under California Civil Code sections 1798.83-1798.84, also known as the "Shine the Light Law," any users of the Service who are California residents are entitled to request and receive once a year, free of charge, a notice from us describing what categories of personal customer information (if any) we shared with third parties, including our corporate affiliates, for their direct marketing purposes during the preceding calendar year. If applicable, the notice will identify the categories of information that we shared, and the names and addresses of the third parties and affiliates with which we shared your information. If you are a California resident and would like to request a copy of this notice, please submit a written request to the following address: Elion Partners, Attn: Investor Relations, 2875 NE 191st Street, Suite 800, Aventura, FL 33180 or by email at investorrelations@elionpartners.com. In your request, please specify that you want a "California Privacy Rights Notice." Please allow at least thirty (30) days for a response.

How to Contact Us. Please also feel free to contact us at investorrelations@elionpartners.com if you have any questions about this Privacy Policy.

Terms and Conditions

By accessing or using this website (the "Site") of Elion Partners and its affiliates (collectively, "Elion"), you hereby accept and agree to comply with these Terms and Conditions of Use. You acknowledge your understanding that these Terms and Conditions of Use constitute a binding agreement between you and Elion (sometimes referred to as "we" or "us") that governs your access and use of the Site, which includes any images, text, illustrations, designs, icons, photographs, programs, music clips, downloads, systems and methods of trading, video clips, graphics, user interfaces, visual interfaces, information, data, tools, products, written materials, services and other content (together, "Content"), including but not limited to the design, structure, selection, coordination, expression and arrangement of the Content available on or through the Site.

Please read these terms and conditions of use carefully before using the site. Each time you use the site, your use indicates your full acceptance of and agreement to abide these terms and conditions in current form. If you do not accept the terms and conditions stated herein, do not use the site. If you do not agree to these terms and conditions of use, you agree that your sole and exclusive remedy is to discontinue using the site.

Your compliance with these terms and conditions of use and all other agreements is a condition to your right to access the site. Your breach of any provision of these terms and conditions of use or other agreements will automatically, without the requirement of notice or other action, revoke and terminate your right to access the site and you will be fully liable for conversion, misappropriation, trespass to chattels and all other claims and causes, regardless of the identity of claimant or injured party, arising from or relating to your continued use of the site after such breach.

Limited Right to Use

Elion grants you a limited right to use the Site. Your right to use the Site is subject to your agreement to abide by these Terms and Conditions of Use in their entirety, as well as any other rules, procedures, policies, terms or conditions that govern all or any portion of the Site. At any time and for any reason Elion may revoke your right to use all or any portion of the Site.

Updates to the Site

Elion reserves the right to make changes to the Site and these Terms and Conditions of Use at any time without prior notice to you. For this reason, each time you use the Site, you should visit and review the then-current Terms and Conditions of Use that apply to your use of the Site.

Site Security

You may not violate or attempt to violate the security of the Site. Tampering with any portion of the Site, providing untruthful or inaccurate information, misrepresenting your identity, or conducting fraudulent activities on the Site, whether or not through the use of agents, are prohibited and constitute a breach of these Terms and Conditions of Use.

You are prohibited from violating or attempting to violate the security of the Site, including, without limitation, (a) accessing data not intended for you or logging onto a server or an account which you are not authorized to access; (b) disabling, removing, defeating, or avoiding any security device or system, including, without limitation, any password and login functionality used to authenticate users; (c) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (d) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, "flooding," "spamming," "mailbombing" or "crashing;" (e) sending unsolicited email, including promotions and/or advertising of products or services; (f) forging any TCP/IP packet header or any part of the header information in any email or posting; (g) using or attempting to use any engine, software, tool, agent or other device or mechanism (including, without limitation, browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Site other than the search engine and search agents available on the Site and other than generally available third party web browsers; (h) reverse engineering, decompiling or disassembling the underlying software; (i) removing any notices, warnings, labels, annotations or instructions from any portion of the Site or any related material, including, without limitation, any patent, trademark, copyright, or other proprietary notices or license provisions; or (j) otherwise invading the privacy of, obtaining the identity of, or obtaining any personal information about any user of the Site.

Any violations of system or network security including attempts to intentionally access a computer without authorization or exceed your authorized access level may result in civil and criminal charges, including but not limited to charges under the Computer Fraud and Abuse Act (18 U.S.C. §1030). Elion may investigate occurrences that might involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. We may, without prior notice or warning of any kind, restrict or terminate the access of any and all users to the Site if we reasonably concludes that such restriction or termination is necessary to prevent, or prevent the further spread, of a virus, security breach or system malfunction.

Ownership of Materials on Site

You may download or copy Content only to the extent such download is expressly permitted in writing on the Site. No right, title or interest in any downloaded materials or software is transferred to you as a result of any such downloading or copying. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the Content, the Site or any related software.

Nothing on the Site shall be interpreted as granting any license or right to use any image, trademark, trade dress, logo or service mark on the Site. Anything transmitted to the Site by you becomes Elion's property and may be used by us for any lawful purpose. Elion reserves all rights with respect to copyright and trademark ownership of all material on the Site, and will enforce such rights to the full extent of the law.

Unless otherwise noted, all Contents are copyrights, trademarks, trade dress and/or other intellectual property owned, controlled or licensed by Elion or by third parties who have licensed their materials to Elion and are protected by U.S. and international copyright laws. The compilation of all Contents on the Site is the exclusive property of Elion and is also protected by U.S. and international copyright laws.

Cookies

We may collect certain aggregate and non-personal information when you visit the Site. We may collect this information through "cookie" technology. Cookies are bits of text that can be placed on your computer's hard drive when you visit certain web sites. Cookies may enhance your online experience by saving your preferences while you are visiting a particular site. The "help" portion of the toolbar on most browsers will tell you how to stop accepting new cookies, how to be notified when you receive a new cookie, and how to disable existing cookies. Remember, though, without cookies, you may not be able to take full advantage of all of the Site features. In order to access or use some of the features of the Site, you may have to submit personal information to Elion,
No Offers or Reliance

The information on this website is provided for informational purposes only. No Content or other material on the Site shall be used or considered as an offer to sell or a solicitation of any offer to buy the investments or services of Elion or any other issuer. Offers can only be made where lawful under, and in compliance with, applicable law.

Elion makes no representations that transactions, products or services discussed on the Site are available or appropriate for sale or use in all jurisdictions or by all investors. Those who access the Site do so at their own initiative and are responsible for compliance with local laws or regulations.

While Elion uses reasonable efforts to obtain information from reliable sources, Elion makes no representations or warranties as to the accuracy, reliability or completeness of any information or document at the Site obtained outside of Elion. Certain information on the Site may contain forward-looking statements, which are subject to risks and uncertainties and speak only as of the date on which they are made. The words "believe", "expect", "anticipate", "optimistic", "intend", "aim", "will" or similar expressions are intended to identify forward-looking statements. Elion undertakes no obligation to update publicly or revise any information herein, whether as a result of new information, future developments or otherwise. Opinions and any other Contents at the Site are subject to change without notice.

Elion is not utilizing the Site to provide investment or other advice, and no information or material at the Site is to be deemed a recommendation to buy or sell any investment or is to be relied upon for the purpose of making or communicating investment or other decisions. In addition, no information, Content or other materials contained on the Site should be construed or relied upon as investment, legal, accounting, tax or other professional advice or in connection with any offer or sale of securities. Any transactions listed on the Site are included as representative transactions and are not necessarily reflective of overall performance.

Elion does not advise on the tax consequences of any investment.

Past Performance:

Past performance is not indicative of future results; no representation is being made that any investment will or is likely to achieve profits or losses similar to those achieved in the past, or that significant losses will be avoided.

No Warranty; Limitation on Liability

By using the site, you expressly agree that such use is at your sole risk. The site and related services are provided on an "as is", "as available" and "with all faults" basis. Neither Elion nor any of its respective principals, officers, directors, members, employees, agents, representatives, third-party content providers, designers, contractors, distributors, merchants, sponsors, licensors or the like (collectively, "Associates") warrant that use of the site or related services will be uninterrupted or error-free.

Neither Elion nor its Associates warrant the accuracy, integrity, completeness, availability or timeliness of the content provided in the site or the materials or services offered in the site now or in the future. Elion and its Associates specifically disclaim all warranties, whether expressed or implied, including but not limited to warranties of title, merchantability, fitness for a particular purpose or non-infringement of the site, information on the site or the results obtained from use of the site or related services.

Under no circumstances will Elion or its Associates be liable to you or anyone else for any direct, consequential, incidental, special, exemplary, punitive or other indirect damages, including but not limited to lost profits, trading losses, unauthorized access, systems failure, communications line failure, internet failure or damages that result from use or loss of use of the site, content, inconvenience or delay. This is true even if Elion has been advised of the possibility of such damages or losses.

Furthermore, you agree that any claim or cause of action arising out of, relating to, or in any way connected with the Site, these terms or applicable additional terms must commence within one (1) year after the event giving rise to the claim or cause of action. Failure to bring the claim or cause of action within the one (1) year period shall result in the claim or cause of action being permanently barred.

Any Content downloaded or otherwise obtained through the Site is done at your own discretion and risk and you are solely responsible for any damage to your computer or other electronic system or loss of data that results from the download of any such Content. The foregoing limitation of liability will apply in any action, whether in contract, tort or any other claim, even if an authorized representative of Elion has been advised of or should have knowledge of the possibility of such damages.

Third Party Content and Linked Sites

References on this Site to any names, marks, products or services of third parties, or hypertext links to third party sites or information or Content provided by third parties, are provided solely as a convenience to you and do not in any way constitute or imply our endorsement, sponsorship or recommendation of the third party, its information, materials or services. We are not responsible for the practices or policies of such third parties, nor the Content of any third party sites, and do not make any representations regarding third party materials or services, or the Content or accuracy of any material on such third party sites. If you decide to link to any such third party sites, you do so entirely at your own risk. Links to non-Elion sites do not imply any endorsement of or responsibility for the opinions, ideas, products, information or services offered at such sites, or any representation regarding the content at such sites.

Blogs and Social Networks

Certain areas within the Site may allow you to participate in blog discussions and other forms of social networking. These blogs and social networks are accessible to other users, and any information posted in such areas can be read, collected, shared, or otherwise used by other users who access the Site. You are solely responsible for any information you choose to submit in these forums.

Termination of Use

These Terms and Conditions of Use are effective unless and until terminated by either you or Elion. You may terminate these Terms and Conditions of Use at any time, provided that you discontinue any further use of the Site. We also may terminate these Terms and Conditions of Use, in our sole discretion, at any time and may do so immediately without notice, and accordingly deny you access to the Site. Upon any termination of these Terms and Conditions of Use by either you or us, you must promptly destroy all materials downloaded or otherwise obtained from the Site, as well as all copies of such materials, whether made under these Terms and Conditions of Use or otherwise.

Indemnification:

As a condition of your use of the Site, you agree to indemnify and hold Elion and its Associates harmless from and against any and all claims, damages, losses, liability, costs and expenses (including but not limited to attorney's fees), as incurred, arising from your use of the Site or related services or from your violation of these Terms and Conditions of Use. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations under these Terms and Conditions of Use.

Representations and Warranties

You represent and warrant that: (i) you have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to these Terms and Conditions of Use; (ii) you have not and you will not enter into any agreement or perform any act which might contravene the purposes and/or effects of these Terms and Conditions of Use; and (iii) you will not delete any Content.

Copyright Dispute Policy

Pursuant to our rights under the Digital Millennium Copyright Act ("DMCA"), 17 U.S.C. § 512, we have designated a copyright agent to receive copyright infringement notices for claims of infringement related to materials found on this Site. Our copyright agent is Elion Partners. The agent can be reached at pr@elionpartners.com, or via U.S. Mail at 2875 NE 191st Street, Suite 800, Aventura, FL 33180, Attn: Elion Partners Copyright Agent.

To be effective, your infringement notification must include the following:

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

  2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

  3. Identification of the material or content that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or have access disabled, and information reasonably sufficient to permit us to locate the material;

  4. Information reasonably sufficient to permit us to contact the complaining party, including address, telephone number and email address where the complaining party may be contacted;

  5. The following statement: "I have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law"; and

  6. The following statement: "The information in this notification is accurate, and under penalty of perjury, I swear that I am the copyright owner or that I am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed."


Upon receipt of the written notification containing the information as outlined in 1 through 6 above:

  1. Elion Partners will remove or disable access to the content that is alleged to be infringing;

  2. Elion Partners will forward the written notification to the alleged infringer; and

  3. Elion Partners will take reasonable steps to promptly notify the alleged infringer that we have removed or disabled access to the content.


DMCA Infringement Counter Notification.

Pursuant to the DMCA, after the alleged infringer receives a notice of infringement from Elion Partners, the alleged infringer will have the opportunity to respond to Elion Partners with a counter notification ("Counter Notification"). To be effective, a Counter Notification must be a written communication provided to Elion Partners' designated copyright agent, and must include the following:

  1. A physical or electronic signature of the subscriber;

  2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled;

  3. The following statement: "I swear under penalty of perjury that it is my good faith belief that the material identified above was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled"; and

  4. The subscriber's name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of the federal district court for the judicial district in which the subscriber address is located, or if the subscriber's address is outside of the United States, or any judicial district in which Elion Partners may be found, and that the subscriber will accept service of process from the person who provided notification or an agent of such person.


Upon the copyright agent's receipt of a Counter Notification containing the information as outlined in 1 through 4 above, the DMCA provides that the removed material will be restored or access re-enabled and we will comply with this requirement as required by law, provided that the designated agent has not received notice from the original complaining party that an action has been filed seeking a court order to restrain the subscriber from engaging in infringing activity relating to the material on our network.

Effect on Other Agreements
Nothing contained in these Terms and Conditions of Use is intended to modify or amend any other written agreement you may have with Elion (including without limitation any customer agreement, participation agreement or account agreement) ("Other Agreements") if any, that may currently be in effect. In the event of any inconsistency between these Terms and Conditions of Use and any Other Agreements, the Other Agreements will govern. Some pages within the Site contain supplemental terms and conditions and additional disclosure and disclaimers, which are in addition to these Terms and Conditions of Use. In the event of a conflict, the supplemental terms and conditions and additional disclosures and disclaimers will govern for those sections or pages.

Disclosure and Transfer

You acknowledge that Elion may disclose and transfer any information that you provide through this Site to (i) its affiliates, agents or information providers; (ii) to any other person or entity with your consent; (iii) in connection with the sale or transfer of Elion (whether by merger, sale of stock or assets) or (iv) if we have a right or duty to disclose or are permitted or compelled to so disclose such information by law.

Governing Law

Headings used in these Terms and Conditions of Use are for reference purposes only and in no way define or limit the scope of the section. These Terms and Conditions of Use are governed by the laws of Florida (except for conflict of law provisions). Any claim related to any dispute arising as a result of the Site or under these Terms and Conditions of Use will be made before a court of competent jurisdiction located in Florida. If any provision of these Terms and Conditions of Use is held to be unenforceable, such provision will be reformed only to the extent necessary to make it enforceable. The failure of Elion to act with respect to a breach of these Terms and Conditions of Use by you or others does not constitute a waiver and will not limit Elion's rights with respect to such breach or any subsequent breaches.

Arbitration

By using the Site, you agree that Elion, at its sole discretion, may require you to submit any disputes arising from the use of the Site, related services or these Terms and Conditions of Use concerning or, including disputes arising from or concerning their interpretation, violation, nullity, invalidity, non-performance or termination, as well as disputes about filling gaps in this contract or its adaptation to newly arisen circumstances, to final and binding arbitration under the International Rules of Arbitration of the American Arbitration Association, by one or more arbitrators appointed in accordance with the said rules. Notwithstanding these rules, however, such proceeding shall be governed by the laws of the state as set forth in the previous section.