Terms and Conditions

The Elion Partners (“Company,” “we,” “us” or “our”) website located at 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”), is comprised of various webpages operated by us and is offered to you conditioned upon your acceptance without modification of the terms, conditions and notices contained herein (the “Terms”). These Terms are a legally binding agreement between you and Provider.

Please read these terms and conditions of use carefully before using the Site or the Portal. Each time you use the Site or the Portal, your use indicates your full acceptance of and agreement to abide these terms and conditions in current form. By accessing or using this site, you represent that you have read, understood and agree to these terms, including their disclaimers and limitations of liability. If you do not accept the terms and conditions stated herein, do not use the Site or the Portal. 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 or the Portal. Any other use of this Site is strictly prohibited and a violation of these Terms. We and our licensors reserve all rights not expressly granted in these Terms, including, without limitation, rights of title, ownership, intellectual property and all other rights and interests in this Site and all related items.

Your compliance with these terms and conditions of use and all other agreements is a condition to your right to access the Site or the Portal. 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 or the Portal 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 or the Portal after such breach.

Purpose of the Site and Portal

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. Elion does not make 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.

The logos appearing on this website are trademarks owned by Elion Partners, LLC (“Elion”).

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 or the Portal obtained outside of Elion. 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 or the Portal are subject to change without notice.

Elion is not utilizing the Site or the Portal to provide investment or other advice, and no information or material at the Site or the Portal 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 or the Portal 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 or the Portal are included as representative transactions and are not necessarily reflective of overall performance. Elion does not advise on the tax, legal or regulatory consequences of any investment.

Limited Right to Use

Elion grants you a limited, revocable, nonexclusive, nonassignable, nonsublicenseable license and right to use the Site and the Portal. Your right to use the Site or the Portal 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 or the Portal. At any time and for any reason Elion may revoke your right to use all or any portion of the Site or the Portal. You understand and agree that your continued access to or use of this Site after the effective date of changes to these Terms and Conditions of Use indicates your acceptance of such revisions.

Updates to the Site or the Portal

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

Risks Inherent in Electronic Mail

You understand that communications distributed by this Site may be distributed by electronic mail, which is by its nature insecure and unreliable. Electronic mail is subject to interception, misdirection and loss. In addition, an electronic mail message may be forwarded by its intended recipient to other unintended recipients. Any recipient of an electronic message sent by this Site may access the hyperlinks to files contained on this Site, as this Site does not authenticate or validate the identity or authority of any person following a hyperlink contained in any such message.

Site and Portal Security

You may not violate or attempt to violate the security of the Site or the Portal. Tampering with any portion of the Site or the Portal, providing untruthful or inaccurate information, misrepresenting your identity, or conducting fraudulent activities on the Site or the Portal, 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 or the Portal, 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 or the Portal, 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 or the Portal other than the search engine and search agents available on the Site or the Portal 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 the Portal 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 or the Portal.

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 or the Portal 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.

Export Laws

You acknowledge that technology utilized by this Site and any related products, information, documentation, software, technology, technical data and any derivatives thereof, that we make available through the Site (collectively “Excluded Data”), may be subject to export control laws and regulations of the United States and other jurisdictions (collectively “Export Laws”). You represent and warrant that: (i) you are not located in, under the control of, or a national or resident of an embargoed country or prohibited end user under Export Laws; and (ii) you will not access, download, use, export or re-export, directly or indirectly, the Excluded Data to any location, entity, government or person prohibited by export laws, without first complying with all Export Laws that may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction it operates or does business. You are solely responsible for complying with Export Laws for all Excluded Data and any of its content transmitted through the Site and Services. You shall advise us in the event the Excluded Data requires us to obtain additional licenses, permits and/or approvals from any government in the jurisdiction where you intend to use the Site or Services. Upon being advised of such a requirement, we may at our sole discretion: (a) terminate your Account; (b) obtain such licenses, permits, and/or approvals as may be required; or (c) modify these Terms such that additional licenses, permits and/or approvals are no longer required to be obtained by us.

Confidentiality

The information available on the Site relates to Elion, its Associates and affiliated investment funds (collectively, the “Disclosing Parties”). This information is highly confidential. You hereby agree to maintain such information in strict confidence and acknowledge that such information is proprietary and confidential, that the Disclosing Parties and their affiliates derive independent economic value from such information not being generally known, and that such information is subject to reasonable efforts by the Disclosing Parties to maintain its secrecy. You hereby agree that information available on the Site constitutes trade secrets and that the disclosure of any such information will cause substantial and irreparable competitive harm, as well as financial and strategic damage, to the Disclosing Parties, their affiliates and/or the investment funds and opportunities managed by the Disclosing Parties or their affiliates (each a “Fund”). The reports available on the Site are for use by investors and potential investors or their authorized designees in such a Fund, and you hereby agree that this information shall only be used by you in connection with an evaluation or the monitoring of your investment in such Fund. In addition, you agree that any information on this Site shall not be disclosed to any other person or entity or reproduced in any manner (by print, by electronic means or otherwise) without the express written authorization of the applicable Disclosing Party; provided, that such information may be disclosed on a need-to-know basis to other employees of your organization and to your investment advisers (so long as (i) they are bound by an obligation to maintain the confidentiality of such information that is at least as protective as your obligations under these Terms and Conditions of Use, and (ii) such other employees and investment advisers are not given your password to access this Site) or as explicitly required by applicable law. You agree to be responsible for the consequences of dissemination of any information from the Site by such employees and investment advisers.

Privacy Policy

All information we collect about you on the Site and Portal are subject to our Privacy Policy located at https://elionpartners.com/privacy-policy. By using the Site and/or Portal, you consent to all actions taken by us with respect to your information in compliance with our Privacy Policy.

Ownership of Materials on Site and the Portal

We own all of the content that is made available in connection with this Site (the “Site Content”), including visual interfaces, interactive features, graphics, designs, databases and their data, computer code, products, software and all other elements and components of this Site. We also own the copyrights, trademarks, service marks, trade names and other intellectual and proprietary rights throughout the world associated with this Site and the Site Content, which are protected by copyright, trade dress, patent, trademark and other applicable intellectual property rights and laws.

You may download or copy Content only to the extent such download is expressly permitted in writing on the Site or the Portal. 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 the Portal or any related software.

Nothing on the Site or the Portal shall be interpreted as granting any license or right to use any image, trademark, trade dress, logo or service mark on the Site or the Portal. Anything transmitted to the Site or the Portal 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 or the Portal, 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 or the Portal is the exclusive property of Elion and is also protected by U.S. and international copyright laws.

No Warranty; Limitation on Liability

By using the Site or the Portal, you expressly agree that such use is at your sole risk. The Site and the Portal and related services are provided on an “as is”, “as available” and “with all faults” basis. Neither Elion nor any of its respective principals, shareholders, 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 the Portal 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 Portal or the materials or services offered in the Site or the Portal 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 or the Portal, information on the Site or the Portal or the results obtained from use of the Site or the Portal or related services.

Under no circumstances will Elion or its Associates be liable to you or anyone else for any direct, consequential, whether arising in tort (including negligence), 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 or the Portal, content, inconvenience or delay. This is true even if Elion has been advised of the possibility of such damages or losses. In no event will any of Elion or its Associates, ever be personally liable to you under, arising out of, or related to these Terms (including for direct or consequential damages), and you hereby waive the right to recover damages from any such persons.

Furthermore, you agree that any claim or cause of action arising out of, relating to, or in any way connected with the Site or the Portal, 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 or the Portal 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 or the Portal 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 or the Portal 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 or the Portal. 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 or the Portal. 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 or the Portal. 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 or the Portal, 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 or the Portal, 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 the Portal or related services or from your violation of these Terms and Conditions of Use (including without limitation your breach of any representation or warranty), your infringement, or the infringement of any third party using your Account, of any intellectual property or other right of any person or entity; other nature and content of all materials, Electronic Contracts, works, data, statements and other visual, graphical, written or audible communications of any nature submitted by you or otherwise processed through your Account. 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. You agree not to settle any such matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding when we become aware of it. Each of Elion and its Associates is an express third party beneficiary of this indemnification provision, with full rights to enforce its terms.

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; (iii) the performance of your obligations under these Terms will not violate, conflict with, or result in a default under any other agreement, including confidentiality agreements between you and third parties; (iv) you will use the Site and services provided by the Site for lawful purposes only and subject to these Terms; (v) you are responsible for all use of the Site and services provided by the Site by persons accessing the Site and such services through your account; (vi) you agree that we will not be liable for any losses incurred as a result of a third party’s use of the Site and services provided by the Site associated with your account, regardless of whether such use is with or without your knowledge and consent; (vii) you will not use the Site and services provided by the Site in any manner that could damage, disable, overburden or impair the Site, or interfere with use of the Site or services by others; (viii) any information submitted to the Site or Provider by you is true, accurate, and correct; (ix) you understand that, except as expressly stated in these Terms and Conditions of Use, these Terms and Conditions of Use do not grant you any license to use, reproduce, distribute, display or provide access to any portion of this Site on third-party websites, or otherwise; (x) you will not attempt to gain unauthorized access to the Site or services provided by the Site, other accounts, computer systems, or networks under our control or responsibility through hacking, cracking, password mining, or any other unauthorized means; (xi) you agree to immediately notify us of any unauthorized use of your account of which you become aware; (xii) you are solely responsible for maintaining the confidentiality of your account names and password(s); (xiii) you are not a competitor of us or our licensors and are not using the Site or services provided by the Site for reasons that are in competition with us or our licensors; (xiv) if you use this Site in your capacity as an employee, owner or otherwise as an agent of another person or entity, you agree on behalf of yourself and such person or entity, jointly and severally, to be bound by these Terms and Conditions of Use; (xv) you will not impersonate another person or misrepresent your affiliation with another person or entity, including using another person’s username, password or other account information or another person’s name, likeness, image or photograph; (xvi) your consent to be bound to any consents, notices, disclosures or other records or documents to be entered into between you and Provider (“Electronic Contracts”), whether by typing your name, checking a box, pressing a button, clicking through a link, or demonstrating other intent to be bound to such Electronic Contract, shall create a legal, valid and binding contract enforceable against you in accordance with its terms; and (xvii) 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 or the Portal. 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:

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

Elion Partners will remove or disable access to the content that is alleged to be infringing;
Elion Partners will forward the written notification to the alleged infringer; and
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:

A physical or electronic signature of the subscriber;
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;
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
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 or the Portal contain supplemental terms and conditions and additional disclosures 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 or the Portal 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 the Portal 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 or the Portal, you agree that Elion, at its sole discretion, may require you to submit any disputes arising from the use of the Site or the Portal, 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.

Entire Agreement

These Terms and Conditions of Use contain the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous representations, promises, agreements and understandings, whether oral or written, between the parties concerning the subject matter hereof. You may from time to time enter into binding legal agreements relating to certain services available through the Site, which may have terms that are different from those of these Terms and Conditions of Use. In the event of any inconsistency, the terms of such other agreement shall control with respect to such services.

Contact Us

If you have any questions or concerns regarding these Terms or anything else on our Site or Portal, please contact us at compliance@elionpartners.com.

You may also write to us at the following address:

Elion Partners
3323 NE 163rd Street
Suite 600
Miami, Florida 33160