By accessing this web site and any materials presented herein (the “Site”), you accept in their entirety the following terms and conditions pertaining to the use of the Site. Eye of a Needle Foundation Inc. (“EON”) reserves the right to change the terms, conditions and notices under which this Site is offered without notice at any time. Each use of the Site constitutes your agreement to be bound by the then-current terms and conditions set forth in these Terms of Use.
1. Limited License to Use the Site
Except as specifically permitted below, nothing contained in these Terms of Use or the Site itself either grant or will be construed to grant to you or any third party any title or interest in, or any license or right to use or reproduce, any image, text, software, code, trademark, logo or service mark contained in the Site, including without limitation the name or logo of EON or any of its affiliates. Any data that you transmit to the Site (including without limitation personally-identifiable information) becomes the property of EON and may be used by EON for any lawful purpose without restriction, subject to the Privacy Policy set forth below. EON reserves, and will enforce to the fullest extent possible, all rights that it may have with respect to copyright and trademark ownership of all material contained in the Site.
EON grants you a limited, nonexclusive license to display and otherwise use portions of the Site solely for your own private, non-commercial informational purposes only, and to print pages from the Site only in connection with that use. You may not modify, distribute, transmit, perform, reproduce, publish, license, create derivative works from, transfer or sell any text, graphics, logos and other source-identifying symbols, designs, icons, images, or other information, software or code obtained from the Site.
2. No Offer of Securities
Under no circumstances should any material at the Site be used or considered as an offer to sell or a solicitation of an offer to buy any interest in any investment fund sponsored or managed by EON’s affiliates. Any such offer or solicitation can and will be made only by means of the Confidential Information Memorandum of each such investment fund, only in jurisdictions in which such an offer would be lawful and only to individuals who meet the investor suitability and sophistication requirements of each such investment fund, including qualifying as accredited investors within the meaning of the Securities Act of 1933, as amended. Access to information about the investment funds is similarly limited to individuals who meet the applicable investor suitability and sophistication requirements.
3. Password-Protected Areas
Portions of the Site or EON’s affiliate Sites are password-protected and are accessible only to users who have been issued passwords by an authorized representative of EON. Passwords are issued only to current investors in an investment fund sponsored or managed by EON’s affiliates, or to prospective investors who are eligible to receive a Confidential Information Memorandum for one or more of those investment funds. Password-protected portions of the Site may contain performance information for the investment funds sponsored or managed by EON’s affiliates. Users of the Site acknowledge that past performance is not necessarily indicative of future results.
4. Privacy Policy
In using portions of the Site, you may be asked to provide EON with personal information about you. Personal information is any information that can be used to identify or contact a specific individual or company. EON may use personally-identifiable information for its own internal purposes, or on behalf of its affiliates. EON will not transfer, sell or disclose your personal information to any other third party without your prior consent, except as may be required by law (such as a subpoena, search warrant or other court order, or pursuant to the order of any regulatory body having jurisdiction over EON or its affiliates) or to protect the integrity of the Site. In general, EON’s business practices limit access to personal information obtained through your use of the Site to those personnel who need to know such information to conduct EON or its affiliates’ operations. EON maintains physical, electronic and procedural safeguards designed to protect such information from unauthorized access or use. EON will use personal information obtained through your use of the Site only in accordance with the privacy policy in effect at the time such information was provided.
Special Provisions for European Users:
By providing EON with data: (i) you acknowledge and agree that due to the international operations of EON and its affiliates, EON may provide personal information, in accordance with this Privacy Policy, to EON affiliates that may be outside your resident jurisdiction, and that such data may be stored on servers located in other jurisdictions; and (ii) you consent to the transfer of such data outside of the USA or European Union as described in this Privacy Policy. If you do not consent to the terms of this Privacy Policy, please do not use the Site, and, if you have provided personal identifying data, please contact EON about how you would like EON to handle such data.
5. No Reliance
While EON uses reasonable efforts to update the information contained in the Site, EON makes no representations or warranties as to the accuracy, reliability or completeness of any information at the Site. Any content of the Site is subject to change without notice.
6. Materials to be Consulted in its Entirety
All materials at the Site are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions or disclosures, and any copyright or proprietary notices. Any disclaimers, restrictions or disclosures apply to any partial document or material in the same manner as they do the whole, and will be deemed incorporated in the portion of any material or document that you consult or download.
7. Links to Third Party Web Sites
EON has not reviewed any of the web sites that may be linked to the Site, and is not responsible for their content. EON is not responsible for the privacy practices of such other web sites. Your linking to or use of any off-site pages or other web sites is at your own risk. EON’s inclusion of links to other web sites does not imply any endorsement of the material located on or linked to by such web sites.
EON specifically disclaims any and all liability for any claims or damages that may result from providing the Site or the information it contains, including any websites maintained by third parties and linked to or from this Site. External links within the Site are for information purposes only. The Site does not adopt or endorse, and cannot be held responsible for, the contents of any externally linked pages. This Site may be considered to be investment advisor advertising in some jurisdictions.
8. No Warranty
EON, ITS AFFILIATES, AND THEIR OFFICERS, DIRECTORS, PRINEONPALS, AGENTS AND EMPLOYEES MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SUITABILITY OR OTHER CHARACTERISTICS OF THE INFORMATION AND MATERIALS CONTAINED ON OR PRESENTED THROUGH THE SITE. ALL SUCH INFORMATION AND MATERIALS ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTY OF ANY KIND. EON HEREBY FURTHER DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO SUCH INFORMATION AND MATERIALS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND AVAILABILITY.
9. Limitation of Liability
IN NO EVENT SHALL EON, ITS AFFILIATES, OR THEIR OFFICERS, DIRECTORS, PRINEONPALS, AGENTS AND EMPLOYEES BE LIABLE FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES, INCLUDING INDIRECT, PUNITIVE, INEONDENTAL, SPEEONAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) THE USE OF OR INABILITY TO USE THE SITE OR WITH ANY DELAY IN USING THE SITE, OR (II) ANY INFORMATION AND MATERIALS OBTAINED THROUGH THE SITE, OR (III) OTHERWISE ARISING OUT OF THE USE OF THE SITE; IN ANY CASE WHETHER BASED ON THEORIES ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. SUCH LIMITATIONS APPLY EVEN IF EON, ITS AFFILIATES, OR ANY OF THEIR OFFICERS, DIRECTORS, PRINEONPALS, AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
10. Charitable Contributions
NOTHING IN THIS SITE SHOULD BE CONSTRUED AS CHARITIBLE CONTRIBUTION ADVICE.IF YOU HAVE A LEGAL QUESTION ABOUT THE RULES OR REGULATIONS GOVERNING THIS SITE, CONTACT AN ATTORNEY.
11. Circular 230
EONRCULAR 230 NOTICE. THE FOLLOWING NOTICE IS BASED ON THE U.S. TREASURY REGULATIONS GOVERNING PRACTICE BEFORE THE U.S. INTERNAL REVENUE SERVICE: (1) ANY U.S. FEDERAL TAX ADVICE CONTAINED HEREIN, INCLUDING ANY OPINION OF COUNSEL REFERRED TO HEREIN, IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING U.S. FEDERAL TAX PENALTIES THAT MAY BE IMPOSED ON THE TAXPAYER; (2) ANY SUCH ADVICE IS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF THE TRANSACTIONS DESCRIBED HEREIN (OR IN ANY SUCH OPINION OF COUNSEL); AND (3) EACH TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER’S PARTICULAR EONRCUMSTANCES FROM AN INDEPENDENT TAX ADVISER
12. General
These Terms of Use are governed by the internal laws of the State of California, without reference to their conflicts of laws provisions. You consent to the jurisdiction of, and venue shall lie in, any federal or state court located in San Diego, California, U.S.A., as the exclusive jurisdiction and venue for the adjudication of all disputes arising out of or relating to the use of the Site. You hereby appoint the Secretary of State of the State of California as your agent for service of process in any such proceeding.
Any notice to EON shall be given in writing and sent by registered mail to:
Eye of a Needle Foundation Inc. – 1020 Prospect St. #350, La Jolla, CA 92037 Attention: Website.
If any provision of these Terms of Use is held to be invalid or unenforceable in any jurisdiction, such provision shall be deemed modified to the minimum extent necessary so that such provision shall no longer be held to be invalid or unenforceable, and these Terms of Use shall be interpreted so as to achieve the intent expressed herein to the greatest extent possible in the jurisdiction in question. Any such modification, invalidity or unenforceability shall be strictly limited both to such provision and to such jurisdiction.
This Site makes no representations, guarantees, or warranties as to the accuracy, completeness, currency, or suitability of the information provided via this Site. This Site is for general information purposes only; this Site is not, and any authors who contribute to this Site are not, providing investment, legal, or tax advice to any user. This Site may discuss tax issues occasionally, however this Site does not provide any sort of tax advice. Nothing contained in this Site, including the external links provided, is intended to be used or can be used to avoid penalties imposed under the Internal Revenue Code.
The Site and the content within it are not intended to establish and their use does not establish any relationship. Any discussion regarding the laws or regulations governing the securities industry (including discussions regarding tax issues) contained on this Site is intended to be general in nature and is not a substitute for seeking actual investment advice.
Eye of a Needle Foundation Inc. is a non-profit public benefit corporation registered in the state of California. Other contributors and authors to the Site are also affiliated with other non-profit organizations worldwide.