TERMS OF USE

As used herein, the terms “you” and “user” shall mean any visitor to this site (this “Website”).

By accessing this Website, you signify your agreement with, and understanding of, the following terms of use and legal information (“Terms”) pertaining to both this Website and any material on it. This Website is offered to you conditioned on your acceptance without modification of the Terms contained herein. Your use of this Website constitutes your agreement to all such Terms.

Axonic Capital LLC (together with its affiliates and their members, partners, owners, officers, directors, employees, agents and representatives, “Axonic”) reserves the right to change the opinions and any other content, including the Terms under which this Website is offered, upon reasonable prior notice. You should review the most current version of this document by visiting this Website and clicking on the Terms of Use hyperlink located at the bottom of the page. This Website and your access to it can be terminated at any time, upon notice that is reasonable given the circumstances.

Any projections, market outlooks or estimates on this Website are forward-forward looking statements and are based upon certain assumptions. Other events that were not taken into account may occur and may significantly affect such projections, outlooks or estimates. Axonic does not undertake to update forward-looking statements.

Restrictions on Use and No Offer

The materials and information on this Website are for information purposes only and should not be used or considered as, and do not constitute, an offer to buy or sell, or a solicitation of an offer to buy or sell, any security, future, swap or other instrument, or any investment product or service. Any such offer or solicitation will be made only by means of delivery of a confidential private offering memorandum relating to a particular fund or investment management contract to qualified investors in those jurisdictions where permitted by law.

Axonic provides no advice or recommendations with respect to the use of this Website, nor do the contents of this Website constitute investment, legal, tax or accounting advice or advice regarding the suitability or profitability of any transaction or investment.

Ownership of Site and Copyright

Axonic owns and maintains this Website. This Website and any and all accompanying screens, information, materials, user documentation, user interfaces, images, arrangements of information, related software and other proprietary property of Axonic or its licensors (“Materials”) accessible via this Website is and shall remain the exclusive property of Axonic and its licensors, as the case may be. All rights to this Website remain with Axonic or its licensors. 

This Website and its Materials may only be used for your personal education and non-commercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, sell, harvest, scrape, circumvent security controls or usage limitations, or otherwise use by electronic or any other means any Materials obtained from this site without Axonic’s prior written consent and/or for any competitive or benchmarking purpose.

Trademarks

Axonic and other marks and company names indicated on this Website are service marks of Axonic. Nothing on this Website shall be construed as granting, by implication, estoppel or otherwise, any license or right to use any photograph, image, trademark, logo or service mark on this Website. As with the Materials (described above), such trademarks, logos and/or service marks and company names may not be modified, reproduced, distributed, published, displayed, licensed, transferred, sold or otherwise used by electronic or any other means without the prior written consent of Axonic. All other trademarks, service marks and company names and logos appearing on this Website are the property of their respective owners.

Unauthorized Access

This Website is not absolutely protected against unauthorized third parties. You acknowledge that any information provided through the internet may be potentially accessed by unauthorized third parties. Although Axonic will make such efforts it determines in its sole discretion are legally required or commercially reasonable to protect the privacy of users of this site, no guarantee can be made that unauthorized third parties will not access the information contained on this Website or data collected through this Website. We will provide notice of such incidents in accordance with applicable law. 

Non-United States Visitors

Given the global nature of the internet, this Website may be accessed by visitors residing outside of the United States.  Axonic makes no representations or warranties that this Website is appropriate or available for use in countries outside of the United States, or that products or services discussed on this Website are available or appropriate for sale or use in all jurisdictions, or by all visitors.  Visitors who choose to access this Website from outside of the United States do so at their own initiative and are responsible for compliance with any and all local laws and regulations that may apply to such access.  You may not use or export the information or materials in violation of U.S. export laws and regulations.  The information provided in or accessible through this Website is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Axonic and/or its affiliates to any registration, filing, licensing or other requirement within such jurisdiction or country.

Information for investors in the European Union (“EU”), the European Economic Area (“EEA”) and the United Kingdom (“UK”):  In relation to the UK and each member state of the EU or EEA (each, a “Member State”) which has implemented the EU and UK Alternative Investment Fund Managers Directive (“AIFMD”), this Website and the Materials relating to the funds described herein (each, a “Fund”) may only be distributed and the interests in the Funds may only be offered or placed in the UK and a Member State to the extent that: (1) the relevant Fund is permitted to be marketed to professional investors in the UK or Member State in accordance with AIFMD (as implemented into the local law/regulation of the relevant Member State); or (2) such offering or placement is otherwise lawful in the UK or that Member State (including at the initiative of the potential investor).

In the UK, this Website and the Materials are directed at, only persons to or at whom they may lawfully be issued or directed under the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, including persons who are authorized under the Financial Services and Markets Act 2000 (“FSMA”), as amended, certain persons having professional experience in matters relating to investments, high net worth companies, high net worth unincorporated associations or partnerships, or trustees of high value trusts. This Website is exempt from the general restriction in Section 21 of FSMA on the communication of invitations or inducements to engage in investment activity on the grounds that it is being issued to and/or directed at only the types of person referred to above. The content of this website has not been approved by an authorized person and such approval is, save where this website is directed at or issued to the types of person referred to above, required by Section 21 of FSMA.

SEC Materials

Certain information provided through this website may have been filed with the Securities and Exchange Commission (“SEC”) (such materials being referred to as “SEC Materials”). Axonic does not assume any duty of disclosure beyond that which is imposed by law. The SEC Materials should be read in conjunction with an entity’s periodic and other reports filed with the SEC, including the disclosures therein of certain factors which may affect an entity’s future performance. Individual statements appearing in the SEC Materials are intended to be read in conjunction with and in the context of the complete SEC Materials in which they appear, rather than as stand-alone statements.

Passwords and Security

Certain areas of this Website may be or become password protected and are limited exclusively to the person to whom a username and password has been issued. You are responsible for the confidentiality and use of your password. Your password is an important means of protection for you. You shall notify us at Info@AxonicCap.com if you ever suspect that this password or User ID has been compromised. You are solely responsible for any unauthorized use of the Website conducted via your password and User ID.

Consult Entirety of Materials

All Materials on this Website 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, disclosures or hedge clauses 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.

Third-Party Information

Certain information contained on this Website may be prepared by third parties. Axonic does not endorse, validate or recommend the information provided by such third parties. You understand that Axonic has no control over such information, and therefore is not responsible for the content of any such information. Axonic shall not be liable for any damage or loss caused by or in connection with the Materials or this Website, including the use of or reliance upon any such information.

Links to Third-Party Sites

Axonic has not reviewed unaffiliated sites to which this Website is linked and is not responsible for the content of off-site pages or any other site linked or linking to the site. If you follow links to any off-site pages or other sites, it is at your own risk. Axonic makes no representations whatsoever about the opinions or accuracy of information expressed by any third party appearing on a linked site, neither regularly monitors nor has control over the contents of such sites, and does not endorse or validate, and disclaims all responsibility for, the content of such statements or websites.

Disclaimer of Warranties

This Website and all Materials are provided “as is,” “as available” without warranty of any kind, either express or implied, to the fullest extent permissible pursuant to applicable law. Without limitation, Axonic does not warrant the accuracy, adequacy, completeness, reliability, timeliness or availability of this Website or any information on this Website, and expressly disclaims liability for errors or omissions on this Website. THERE IS NO WARRANTY OF MERCHANTABILITY, NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, NO WARRANTY OF NON-INFRINGEMENT, NO WARRANTY OF ANY KIND, IMPLIED, EXPRESS OR STATUTORY, IN CONJUNCTION WITH THIS WEBSITE. Any contents on this Website are subject to change without notice. The Materials published on this Website may include inaccuracies or typographical errors. Axonic further assumes no responsibility for, and makes no warranties that, functions contained at this Website will be uninterrupted or error-free, that defects will be corrected, or that the site or the server that makes it available will be free of viruses or other harmful components. In addition, Axonic makes no representation about the suitability of the Materials for any purpose. You (and not Axonic) assume the entire cost and risk of using this Website and the Materials. Please note that applicable law may not allow the exclusion of certain warranties, so some or all of the above exclusions may not apply to you.

Limitation of Liability

In no event will Axonic be liable for any damages, or for repairs or corrections that must be performed, to or on your computer, person or other property arising in connection with this Website or use thereof, including, without limitation, direct or indirect, special, incidental, or consequential damages, losses or expenses, even if Axonic is advised of the possibility of such damages. This limitation of liability applies regardless of any negligence or gross negligence of Axonic. Notwithstanding the foregoing, liability is limited to the fullest extent permitted by applicable law.

If you are dissatisfied with any portion of this Website, or with any of these Terms, your sole and exclusive remedy is to discontinue using this Website.

Governing Law and Consent to Jurisdiction

These Terms will be governed by and construed in accordance with the laws of the State of Delaware, without regard to any conflicts of laws provisions that would mandate the applicable of the law of another jurisdiction. Any legal action or proceeding related to this Website shall be brought exclusively in a federal or state court of competent jurisdiction sitting in New York., You hereby waive your right to join a class of other customers to bring a claim against Axonic, or to bring or be a class member in any class action or class arbitration proceeding. 

Severability

If a court of competent jurisdiction deems any provision of these Terms unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.

Additional Terms

Certain webpages on this Website may contain separate terms and conditions, which are in addition to these Terms. In the event of a conflict, the additional terms and conditions will govern such webpages.