Terms of Use

Date Last Revised: September 30, 2022

THESE TERMS OF USE INCLUDE A PROVISION REQUIRING ARBITRATION OF DISPUTES ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. PLEASE REVIEW THAT SECTION 17 CAREFULLY.

General Provisions

Scope of Agreement. These terms and conditions (these “Terms”) are the entire agreement governing Your access to, and use of, this website portal, including the information and functions contained or embodied therein (collectively, the “Site”). The Terms are between Lionheart Strategic Management LLC, together with its affiliates (collectively, “Lionheart” or “we” or “our”) and you, or anyone authorized to access the Site on your behalf (collectively “You”). These Terms do not govern the terms of any investment You may make or any other aspect of Your relationship with Lionheart, beyond Your use of or access to the Site.
Compromise or Loss of Credentials. You are responsible for ensuring the security and confidentiality of Your credentials, including not sharing those with any other person. You shall immediately notify Lionheart at privacy@lionheartstrategic.com of any information or event that may compromise the security of the Site, including loss or compromise of Your login credentials. Lionheart may suspend or revoke Your access to and use of the Site at any time in its sole discretion.
Privacy. Information about how Lionheart processes Your personal information in relation to the use of this Site is located in our GDPR Privacy Notice, along with our GLBA Privacy Notice, which are incorporated into and form a part of these Terms.

Intellectual Property Rights and License
Lionheart retains any and all intellectual property and other proprietary rights (including moral rights) in and to the Site, together with any and all upgrades, updates, enhancements, improvements, modifications and derivative works thereof. The Site is protected by applicable copyright, trade dress, patent and trademark laws, international conventions and other laws protecting intellectual property and related proprietary rights. Subject to Your agreement and compliance with these Terms, Lionheart grants You a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Site strictly and solely for Your private, non-commercial informational purposes only, and to print pages from the Site only in connection with that use.
You shall not, nor shall You cause or permit any other party to: (i) modify, adapt, copy, alter, publish, print, disclose, download, translate or create derivative works of the Site; (ii) disable, disrupt, circumvent or otherwise interfere with any feature, functionality or control that prevents, restricts or otherwise governs access to, or use of, any aspect of the Site; (iii) build a product or service using similar ideas, features, functions or graphics of, or otherwise contained within, the Site; (iv) sublicense, resell, rent, lease, transfer or assign the Site or the use thereof, or to offer the Site on a time-share basis to any third party; (v) reverse engineer, decompile, decode or disassemble the Site (or any part thereof); (vi) attempt to derive the source code for the Site (or any part thereof) or attempt to gain access to any underlying code used to implement or deploy the Site, or (vii) otherwise exploit or use the Site in any way except as strictly set forth in these Terms.

No Offer of Securities
Under no circumstances should the Site, or any material contained therein, be used or considered as an offer to sell or a solicitation of an offer to buy any interest in any investment fund, vehicle, account, security or other product (each, a “Product”) to any person or any entity. Any such offer or solicitation can and will be made only by means of any Confidential Private Placement Memorandum, including any updates and supplements thereto, and any investor presentations of each such Product (collectively, “Offering Materials”), 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 Product, including qualifying as accredited investors within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) and, if applicable, qualified purchasers within the meaning of the Investment Company Act of 1940, as amended (the “Company Act”). Access to information about the Products is similarly limited to individuals who meet the applicable investor suitability and sophistication requirements and also subject to the selling restrictions set out in the relevant Offering Materials.

Third-Party Content
The Site may include services, general news and information, commentary, research and other data supplied by companies that are not affiliated with Lionheart (“Third Party Content”). Lionheart has not been involved in the preparation or editing of Third Party Content and does not explicitly or implicitly endorse or approve such content or services. Lionheart does not guarantee the accuracy, timeliness, completeness or utility of Third Party Content, and Lionheart shall not be responsible or liable for any such content or services. Your access to those other websites is at Your own risk and is subject to their own privacy policies.

Important Disclosures and Disclaimers
Review Everything Carefully and Completely. The Site may contain performance information for the Products. In considering any such performance information, You should bear in mind that past performance is not necessarily indicative of future results and there can be no assurance that any Product will achieve results that are comparable to any such performance information. The interests in the Products may not be approved or disapproved by the United States Securities and Exchange Commission (the “SEC”) or by the securities regulatory authority of any State or foreign jurisdiction and neither the SEC nor any such authority has passed upon the accuracy or adequacy of any Offering Materials nor is it intended that the SEC or any such authority will do so. Interests in the Products may not be registered under Securities Act, or the securities laws of any State or foreign jurisdiction, and there may be no public market for such interests, which may not be resold except under limited circumstances in compliance with applicable documents, laws and other restrictions described in the applicable Offering Materials. Accordingly, an investment in a Product is suitable only for sophisticated investors and requires the financial ability and willingness to accept the high risks and lack of liquidity inherent in an investment in such Product for an indefinite period of time. Any projections or other estimates in contained in the Offering Materials, including estimates of returns or performance, are forward looking statements and are based upon certain assumptions. Other events, which were not taken into account, may occur and may significantly affect the outcome. Any assumptions should not be construed to be indicative or predictive of the actual events that will occur. Actual events are difficult to predict and may depend upon factors that are beyond the control of Lionheart. Certain assumptions have been made to simplify the presentation and, accordingly, actual results will differ, and may differ materially and adversely, from those presented. Some important factors which could cause actual results to differ materially from those projected or estimated in any forward looking statements include, but are not limited to, the factors described the applicable Offering Materials. Accordingly, there can be no assurance that estimated returns or projections can be realized or that actual returns or results will not be materially lower or inferior than those estimated. Such estimated returns and projections should be viewed as hypothetical and do not represent the actual returns that may be achieved by an investor. Investors should conduct their own analysis, using such assumptions as they deem appropriate, and should fully consider other available information, including the information described in the applicable Offering Materials in making an investment decision. Lionheart does not guarantee the performance of the Products and interests in any such Products are not obligations of Lionheart.
No Reliance. The information contained in the Site and any Offering Materials (including market, financial information and information concerning prior transactions) has been obtained from published and non-published sources, including the management of certain entities that participated in such prior transactions, but no representation or warranty, express or implied, is made by any Product or Lionheart as to the accuracy or completeness of such information. Except where otherwise indicated, the information contained in the Site and any Offering Materials has been compiled as of date set forth therein and none of the Products, Lionheart or any of their affiliates have any obligation to update the Site or any Offering Materials. Under no circumstances should access to the Site or the delivery of any Offering Materials create any implication that there has been no change in the affairs of a Product or Lionheart since the date hereof or thereof. The Offering Materials shall remain the property of Lionheart and the products. Any content on the Site is subject to change without notice.
No Advice. You should not construe the contents of the Site or any Offering Materials as tax, legal, accounting or investment advice offered thereby. You should make Your own investigations and evaluations of the investment offered thereby. You should consult Your own attorneys, business advisers and tax advisers as to any Product and as to the legal, business, tax and related matters concerning an investment in such Product. By accepting these Terms, You acknowledge that the Site and any of its materials are for information purposes only and that the use and interpretation of the Site and any of its materials require a specific and in-depth knowledge of the financial markets.
Availability of the Site and Termination of Access. Lionheart does not guarantee that this Site, and any feature thereof, will always be available. Furthermore, Lionheart reserves the right to terminate Your access to the Site or any portion thereof at any time without prior notice to You.
Password Protected Areas. Portions of the Site are password-protected and are accessible only to users who have been issued passwords by an authorized representative of Lionheart. Passwords are issued only to current investors who are clients of Lionheart and such other parties approved by Lionheart. Users of the Site acknowledge that information and materials on or available through the Site shall not be shared with any other person, without the prior consent of Lionheart.
Disclaimer. LIONHEART DOES NOT MAKE ANY REPRESENTATION, WARRANTY OR PROMISE THAT THE SITE OR ANY MATERIALS OR FEATURES AVAILABLE ON OR THROUGH THE SITE WILL BE ACCURATE, SECURE, COMPLETE, ERROR-FREE, TIMELY OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED. THE SITE IS DELIVERED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS AND IS NOT INTENDED FOR TRADING PURPOSES. TO THE EXTENT PERMISSIBLE BY APPLICABLE LAW, LIONHEART DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SITE AND THE MATERIALS AND FEATURES AVAILABLE ON OR THROUGH THE SITE. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE.

Limitations of Liability and Release
In no event will Lionheart be liable to You for any direct, indirect, consequential, exemplary, incidental or punitive damages, including lost profits, arising out of or in connection with Your use of or access to (or inability to use or access) the Site. Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to You. You will indemnify and hold Lionheart harmless from and against any claims brought against Lionheart as a result of any misrepresentation or breach by You of any of the provisions of these Terms.
California, USA, residents expressly agree to waive California Civil Code Sec. 1542, which states: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

Miscellaneous Matters
Governing Law and Judicial Forum. These Terms shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to its principles of conflicts or choice of laws. The federal or state courts located in the City of New York, the State of New York or the State of Delaware shall be the exclusive forum for resolution of any Dispute (as defined below) or other dispute, claim or cause of action not subject to arbitration pursuant to Section 17 below, and You and we expressly submit to the jurisdiction thereof.
Arbitration of Disputes. PLEASE READ THIS SECTION CAREFULLY. THIS SECTION AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO BRING A LAWSUIT IN COURT.
a.     This Section 17 will be construed under and be subject to the Federal Arbitration Act, notwithstanding any other choice of law set out in these Terms. This clause governs “Dispute(s),” collectively defined as any and all past, present and future disputes, claims or causes of action arising out of or relating to these Terms, the Site, the formation of these Terms or any other dispute between You and Lionheart or any of Lionheart’s licensors, distributors, suppliers or agents, whether arising prior to or after Your agreement to this provision. “Dispute” does not include a claim brought in small claims court where the amount in controversy is properly within the jurisdiction of such small claims court (“Excluded Claims”). By agreeing to these Terms, and to the extent permitted by applicable law, You and Lionheart agree that Disputes will be governed by the procedure outlined below.
b.     In the event of any Dispute between You and Lionheart, You agree to first contact us to attempt in good faith to resolve the Dispute. All offers, promises, conduct and statements, whether oral or written, made in the course of negotiation to resolve the Dispute by any of the parties, their agents, employees, experts and attorneys are confidential, privileged and inadmissible for any purpose. This includes impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation.
c.     If the Dispute has not been resolved after sixty (60) days, we each agree to resolve any Dispute, including the determination of the scope or applicability of this agreement to arbitrate, or the alleged breach thereof, by binding arbitration in City of New York before an arbitrator. You shall have the right to require that the proceedings be conducted remotely, via telephone or video conference. The arbitration shall be administered in accordance with the rules of the American Arbitration Association (the “Rules”). Judgment on the award may be entered in any court having jurisdiction. Costs of the arbitration shall be allocated in the arbitrator’s discretion and in accordance with the Rules. The arbitration shall be binding to the fullest extent permitted by applicable law. The existence and resolution of the arbitration shall be confidential except as necessary to enforce or contest the award.
d.     CLASS OR COLLECTIVE ACTION WAIVER. Any Dispute resolution proceedings, whether in arbitration or court, will be conducted only on an individual basis and not in a class or representative action or as a named or unnamed member in a class, consolidated, representative or private attorney general legal action. Notwithstanding any other provision of these Terms to the contrary, in the event this Section 17.d is determined by an arbitrator or court of competent jurisdiction to be void or otherwise unenforceable, either You or we may elect to void this entire Section 17 with respect to the Dispute.
European Investors. If You are domiciled or have a registered office in the United Kingdom or in a member state of the European Economic Area that has implemented the Alternative Investment Fund Managers Directive (Directive 2011/61/EU) in a manner that imposes disclosure, reporting or other obligations on Lionheart, You or any other person or entity You represent initiated the discussion, correspondence or other communications with Lionheart or its agents, which resulted in Your requesting access to the Site and the information regarding any Products; none of Lionheart or its agents at any time directly or indirectly contacted You with respect to the provision of investment services or investment in any investment fund or other Product prior to such unsolicited initiation of discussions, correspondence or other communications.
Investors in the United Kingdom. In the United Kingdom, access to this Site (and the contents herein) is being made only to, or directed only at: (i) investment professionals within the meaning of Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “FP Order”) or Article 14 of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001 (the “PCISE Order”); (ii) high net-worth companies and certain other entities falling within Article 49 of the FP Order or Article 22 of the PCISE Order; or (iii) persons to whom access to this Site may be provided pursuant to Section 4.12 of the Conduct of Business Sourcebook of the UK Financial Conduct Authority (together, “relevant UK persons”), and in each case only at their request or initiation. Information on this Site must not be acted or relied upon by persons who are not relevant UK persons. Any investment or investment activity to which the information on this Site relates is intended to be available only to relevant UK persons and You agree will be engaged in only with relevant UK persons.
Right to Modify. Lionheart reserves the right to modify, suspend or terminate operation of or access to the Site, any portion of the Site or any service, product or feature available on the Site for any reason, at any time and without notice. Each use of the Site constitutes Your agreement to be bound by the then-current terms and conditions set forth in these Terms.
No Waiver. No waiver by Lionheart of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Lionheart to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. Except as set forth in Section 17.d, if any provision of these Terms is held by an arbitrator or court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms will continue in full force and effect.
Entire Agreement. These Terms constitute the sole and entire agreement between You and Lionheart regarding the Site and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Site.
Questions and Notice. For information, support or questions or to provide notice pursuant to these Terms, please contact us at: privacy@lionheartstrategic.com.