TERMS AND CONDITIONS OF USE

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.