TERMS OF USE
These terms and conditions (“Terms of Use”) are a binding agreement between you (or the corporation or other legal entity, if any, on whose behalf you represent) (“you”) and Voleon Capital Management LP, d/b/a The Voleon Group (“Voleon”) and governs your access to and use of the website located at https://voleon.com (the “Site”), which includes, but is not limited to, any text, graphics, user interfaces, visual interfaces, information, data, tools, products, services, and other content (“Content”).
BY ACCESSING, BROWSING, OR USING THE SITE, YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND WITH THESE TERMS OF USE, WHICH INCORPORATES BY REFERENCE VOLEON’S PRIVACY POLICY LOCATED AT https://voleon.com/privacy-policy (“PRIVACY POLICY”). IF YOU DO NOT AGREE WITH THESE TERMS OF USE, YOU MUST IMMEDIATELY CEASE USE OF THE SITE AND CONTENT.
PLEASE READ: UNLESS YOU OPT OUT FOLLOWING THE OPT-OUT PROCEDURES IN SECTION 12 BELOW, YOU WILL BE BOUND BY A MANDATORY ARBITRATION AGREEMENT, REQUIRING ANY DISPUTE BETWEEN YOU AND VOLEON, SUBJECT TO LIMITED EXCEPTIONS, TO BE RESOLVED BY FINAL AND BINDING INDIVIDUAL ARBITRATION AND REQUIRING YOU TO FOREGO JURY TRIALS, CLASS OR COLLECTIVE ACTIONS OR PROCEEDINGS, AND ALL OTHER TYPES OF COURT PROCEEDINGS OF ANY KIND.
1. ACCESS.
Subject to your compliance with these Terms of Use, Voleon hereby grants you a non-transferable, non-exclusive, non-assignable, revocable license (without right of sublicense) to access and use the Site and all Content solely for your personal, non-commercial use. You may not use the Site and may not accept these Terms of Use if you are not of legal age to form a binding contract with Voleon. If you accept or agree to these Terms of Use on behalf of a corporation or other legal entity, you represent and warrant that you have the authority to bind that corporation or other legal entity to these Terms of Use. Any use of the Site not expressly provided for herein is expressly prohibited.
2. RESTRICTIONS.
You agree that you will not, and will not assist, encourage, or enable others to: (a) breach or circumvent any applicable laws or regulations, third party rights, or these Terms of Use; (b) use the Site and/or Content for any unlawful, invasive, infringing, abusive, tortious, defamatory, libelous, or fraudulent purpose; (c) decompile, disassemble, or reverse engineer any of the software or content used in any part of the Site; (d) use any robots, spider, crawler, scraper, or other automated means or processes to access, collect data, or other content from or otherwise interact with the Site and/or Content for any purpose other than as expressly permitted under these Terms of Use; (e) use any device, software, or routine to interfere or attempt to interfere with the proper working of the Site and/or Content, or that may damage or harm Voleon and any system, data, or personal information contained in the Site; (f) use the Site to send unsolicited communications, promotions, advertisements, or spam; (g) infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights that belong to or are licensed to Voleon or any other third parties; (h) circumvent any technical measures used to provide the Site and/or Content; (i) use the Site and/or Content to impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (j) use the Site and/or Content to develop a product or service that competes with the Site; or (k) use the Site and/or Content to transmit any material that contains adware, malware, spyware, software viruses, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment.
3. INTELLECTUAL PROPERTY.
Voleon is the owner or licensee of the Site and Content, including all intellectual property rights therein. You acknowledge that the Content is protected by copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws.
All trademarks, logos, information, and photos are owned by Voleon and/or the property of third-party licensors. Trademarks of Voleon may not be used in any manner without the express prior written permission by Voleon.
Except as expressly provided in these Terms of Use, nothing on the Site or its Content will be construed as conferring any right or license to you under any of Voleon’s intellectual property rights, whether by estoppel, implication, waiver, or otherwise.
4. FEEDBACK.
You may (but are not required to) provide Voleon with suggestions, comments or other feedback regarding the Site and/or Content (“Feedback”). If you do provide Voleon with Feedback, then Voleon may, and you hereby grant Voleon a non-exclusive, worldwide, royalty-free, irrevocable, sublicensable, perpetual license to, use, disclose, reproduce, publish, distribute and otherwise commercially exploit such Feedback for any purpose, without compensation to you. Any Feedback you submit to Voleon will be considered non-confidential and non-proprietary to you.
5. TERM AND TERMINATION.
These Terms of Use will remain in full force and effect while you use the Site. Voleon may, in its sole discretion and without limiting other remedies available to Voleon, modify, suspend, terminate, or discontinue access to all or part of the Site and/or Content for any reason and at any time without notice and without liability to you of any kind whatsoever. You may terminate these Terms of Use at any time by discontinuing your use of the Site.
Following termination of these Terms of Use, the following sections will survive: Sections 3 (Intellectual Property), 5 (Term and Termination), 6 (Disclaimers), 7 (Privacy), 9 (Limitation of Liability), 10 (Indemnification), 12 (Arbitration Agreement), and 14 (Miscellaneous), together with all other provisions that by their plain meaning are intended to survive.
6. DISCLAIMERS.
THE SITE AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED BY VOLEON TO THE EXTENT PERMITTED BY APPLICABLE LAW. VOLEON DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. VOLEON MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING (A) THE ACCURACY, CORRECTNESS, COMPLETENESS, RELIABILITY, SUITABILITY, AVAILABILITY, OR OPERATION OF THE WEBSITE AND CONTENT; (B) YOUR USE OF THE SITE AND CONTENT; AND (C) ANY THIRD-PARTY MATERIALS YOU MAY ACCESS THROUGH THE SITE. YOUR USE OF THE SITE IS SOLELY AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT ANY DATA, ADVICE AND/OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING THEREFROM.
Informational Purposes Only. The Site and the Content is provided for informational purposes only without regard to any particular user’s investment objectives, financial situation, or means. Voleon has no liability for any errors on the Site or its production or for the consequences of you or any party’s reliance on the information on the Site. The Site, including the Content, should not be relied on for investment, legal, tax, or accounting advice. Any transactions listed on the Site are included only as representative transactions. Past performance is not indicative of future results. Certain of the information contained herein may be based upon forward-looking statements. Forward-looking statements are inherently uncertain and factors affecting the markets in general or industries or issuers in particular may cause events or results to vary from those described on the Site. Voleon is not, by virtue of making available to you the Site and Content, acting as your advisor or fiduciary. The reproduction or retransmission of Content on the Site is prohibited without the prior written consent of Voleon.
Not an Offer to Sell or a Solicitation to Buy an Interest or Security. Neither the Site nor the Content should be considered an offer of any type and is not intended to be, and should not be construed as, an offer to sell, or the solicitation of an offer to buy, any interest in any fund, investment, or other investment vehicle or any security. Voleon does not give any advice or make any representations through the Site as to whether any security or investment is suitable to you or will be profitable. Any such offer or solicitation can and will only be made by means of the Confidential Offering Memorandum of each such investment fund in a lawful jurisdiction and only to investors that meet the investor suitability and sophistication requirements of each such investment fund.
Security. Voleon makes no warranty whatsoever to you, express or implied, regarding the security of the Site. Voleon is not responsible or liable for any problem with computer systems, including, but not limited to, any malware that computer systems receive as a result of using the Site.
7. PRIVACY.
The Privacy Policy explains how Voleon collects, stores, shares, or otherwise uses any personal information you provide through the Site (“Personal Information”). Voleon’s use of Personal Information will be in accordance with the Privacy Policy.
8. THIRD PARTY WEBSITES.
The Site may reference or hyperlink to or from third-party websites, applications or services (“Third-Party Sites”). Voleon is not responsible for information on any Third-Party Sites. Any opinions, statements, or hyperlinks appearing on and to or from the Site do not constitute an endorsement or sponsorship by Voleon of such Third-Party Sites. The Third-Party Sites are provided solely as a convenience, and your access to and use of the Third-Party Sites are entirely at your own risk and subject to such third parties’ terms and conditions. Voleon is not responsible or liability for Third-Party Sites, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof.
9. LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL VOLEON OR ITS OFFICERS, EMPLOYEES, DIRECTORS, AGENTS, OR LICENSORS BE LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY, OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATED TO YOUR USE OF THE WEBSITE AND/OR CONTENT (EVEN IF VOLEON WAS ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, VOLEON’S AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION IS LIMITED TO ONE HUNDRED U.S. DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF WARRANTIES OR EXCLUSION OF DAMAGES, SO SUCH DISCLAIMERS AND EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE SCOPE AND DURATION OF VOLEON’S WARRANTIES AND THE EXTENT OF ITS LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.
10. INDEMNIFICATION.
You agree to indemnify, defend, and hold harmless Voleon and its officers, directors, employees, partners, and agents, from and against any loss, damage, liability, claim, or demand (including reasonable attorneys’ fees and expenses) arising out of or relating to: (a) your breach of these Terms of Use and/or the Privacy Policy; (b) your use of the Site and/or Content; (c) your violation of applicable laws and regulations; and/or (d) your violation of any third party rights, including but not limited to intellectual property rights.
11. CHANGES TO THESE TERMS OF USE.
Voleon reserves the right, in its discretion, to change, modify, add, or remove portions of these Terms of Use at any time. If Voleon makes material changes to these Terms of Use, Voleon will notify you by updating the date of these Terms of Use and posting it on the Site. If required by law, Voleon will also provide notification of changes in another way that Voleon believes is reasonably likely to reach you. Any modifications to these Terms of Use will be effective upon Voleon’s posting of the modified version (or as otherwise indicated at the time of posting). In all cases, your use of the Site after the effective date of any modified Terms of Use indicates your acceptance of the modified Terms of Use.
12. ARBITRATION AGREEMENT.
Mandatory Binding Individual Arbitration. By entering into these Terms of Use, you agree that all disputes or claims between you and Voleon or its employees, agents, successors, or assigns that arise from or are related to these Terms of Use (including this Arbitration Agreement and the arbitrability of any dispute or claim), Site, or Content (collectively, “Disputes”), regardless of when such Disputes arose, and if not resolved through the Informal Dispute Resolution procedure outlined below, shall exclusively be resolved via binding individual arbitration, and not in a court of law in any jurisdiction. Notwithstanding the parties’ agreement to resolve all Disputes through arbitration, you and Voleon each retain the right to bring an individual action in small claims court in the United States. If a claim brought in small claims court is transferred or appealed to any court other than a small claims court, the Dispute shall immediately become subject to arbitration in accordance with these Terms of Use. Notwithstanding the foregoing and the Class Action/Jury Trial Waiver below, you and Voleon also each retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.
Informal Dispute Resolution. In the event of a Dispute, you and Voleon each agree to send to the other party a written notice of dispute stating the name and contact information of the party giving notice; the facts giving rise to the Dispute; and the relief requested. You must send any notice of dispute to 2484 Shattuck Ave. #300, Berkeley, CA 94704. Voleon will send any notice of dispute to you at the contact information Voleon has for you. You and Voleon agree to attempt to resolve the Dispute through informal negotiation within sixty (60) days after the notice of dispute is sent. After that sixty (60) day period and not before, you or Voleon may commence an arbitration proceeding as set forth in this Arbitration Agreement. The parties’ right to bring an individual action in small claims court shall not require an attempt to first resolve the Dispute through informal negotiation.
Class Action/Jury Trial Waiver. You and Voleon agree that arbitration will take place on an individual basis, and not on behalf of others. Class, collective, representative, consolidated, or private attorney general proceedings, arbitrations, or actions are not permitted. You and Voleon also agree to waive the right to trial by jury. Unless both you and Voleon agree otherwise, the arbitrator may not consolidate more than one person’s claims or preside over any form of a representative or class proceeding. If any court or arbitrator determines that this class action waiver is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the Arbitration Agreement set forth in this Section 12 shall be deemed null and void in its entirety, and you and Voleon shall be deemed not to have agreed to arbitrate Disputes.
Rules, Procedures, and Governing Law. This Arbitration Agreement is intended to be broadly interpreted, and expressly includes claims brought under any law, statute, regulation, or legal or equitable theory. Notwithstanding any choice of law or other provisions in these Terms of Use, you and Voleon agree that the Federal Arbitration Act, 9 U.S.C. 1, et seq. (“FAA”), applies to these Terms of Use and that this Arbitration Agreement evidences a transaction involving interstate commerce under the FAA. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator also shall be responsible for determining all threshold arbitrability issues, including issues relating to whether the terms of these Terms of Use are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.
If the parties cannot resolve the matter through the Informal Dispute Resolution procedure above, you and Voleon each agree that all Disputes shall be submitted for arbitration by the American Arbitration Association ("AAA") in the city or county of your residence, or another mutually agreeable location (including by telephone or remote means). The arbitration will be administered by AAA in accordance with its rules and procedures, including any supplementary rules and fee schedules then in effect (collectively, the “Rules”), except as modified by these Terms of Use. AAA’s Rules are available at https://www.adr.org/Rules. For information on how to commence an arbitration proceeding, you can contact AAA at www.adr.org. If AAA is unavailable, you and Voleon shall agree to another arbitration body. Subject to these Terms of Use, including those set forth in Section 12, the arbitrator(s) may award any damages and relief authorized by law or the Rules. The award is final and binding and judgment on it may be entered in any court of competent jurisdiction, in accordance with the FAA.
It is the intent of the parties that the Rules and the FAA shall preempt all state laws to the fullest extent permitted by law. If the Rules and the FAA are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of Delaware, without regard to its choice or conflict of law provisions.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the Rules. A form for initiating arbitration proceedings is available on AAA’s website at www.adr.org. Payment of all filing, administration, and arbitrator fees will be governed by the Rules.
If 25 or more similar arbitration demands presented by or with the assistance, coordination, or cooperation of the same law firm, group of law firms, cooperating law firms, or organization are allowed to be submitted for arbitration, AAA shall: (i) administer the arbitration demands in 25 batches, with the discretion to create additional batches if AAA finds that they are necessary to facilitate the efficient resolution of demands; and (ii) apply a single initial filing fee and administrative fee per batch for each side as set forth in AAA’s Consumer Mass Arbitration and Mediation Fee Schedule. You agree to cooperate in good faith to implement this batch approach to facilitate the efficient resolution of claims. This provision shall in no way be interpreted as authorizing class or mass arbitrations of any kind. Voleon reserves all rights and defenses as to each and any demand and claimant. If any court or arbitrator determines that this subsection is void or unenforceable for any reason or that an arbitration can proceed on a mass arbitration basis, then the Arbitration Agreement shall be deemed null and void in its entirety, and you and Voleon shall be deemed not to have agreed to arbitrate Disputes.
The arbitrator will render an award within the time frame specified in the Rules. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude the parties from seeking provisional remedies in aid of arbitration from a court of competent jurisdiction. An arbitrator’s decision shall be final and binding on all parties. You and Voleon agree that the arbitration, including the arbitrator’s decision and information exchanged during the arbitration, shall remain confidential, except to the extent necessary to enforce or permit limited judicial review of the award.
If any Dispute is determined not to be subject to arbitration, the exclusive jurisdiction and venue for proceedings concerning such Dispute shall be the federal or state courts of competent jurisdiction in New Castle County, Delaware.
Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the Rules.
Opt-Out Procedures. You may decline this Arbitration Agreement by sending Voleon a written opt-out notice (“Opt-Out Notice”) within thirty (30) days following the date you first agree to these Terms of Use, by email at privacy@voleon.com or by mail at 2484 Shattuck Ave. #300, Berkeley, CA 94704. If mailed, the Opt-Out Notice must be post-marked no later than thirty (30) days following the date you first agree to these Terms of Use. To be effective, the Opt-Out Notice must contain: (1) your name, (2) your address and phone number, (3) a clear statement that you wish to opt out of this Arbitration Agreement, and (4) your signature. If you opt out of the Arbitration Agreement, all other parts of these Terms of Use will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any previous, other, or future arbitration agreements that you may enter with us.
Changes to Arbitration Agreement. Notwithstanding the provisions of this Section 12, if we change any of the terms of this Section 12 after the date you first accepted these Terms of Use (or accepted any subsequent changes to these Terms of Use), you may reject any such change by sending Voleon a written notice of such rejection within thirty (30) days of the of the date such change became effective, as indicated in the “Last Updated” date above. This written notice must be provided either by email at privacy@voleon.com or by mail to 2484 Shattuck Ave. #300, Berkeley, CA 94704. To be effective, the notice must include your full name, address, and signature, and clearly indicate your intent to reject changes to this Arbitration Agreement. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Voleon in accordance with the provisions of this Arbitration Agreement as of the date you first agreed to these Terms of Use (or to any subsequent changes to these Terms of Use).
13. COPYRIGHT CLAIMS.
Voleon respects the intellectual property rights of others. If you believe that any material on the Site infringes upon any copyright which you own or control, please provide Voleon with the following information in accordance with the procedures under the Digital Millennium Copyright Act of 1998 (DMCA):
- Name, address, telephone number, email address and an electronic or physical signature of the copyright owner or of the person authorized to act on behalf of the owner of the copyright;
- A description of the copyrighted work that you claim has been infringed;
- A description of where on the material that you claim is infringing is located on the Site;
- Written statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
For notice of claims of copyright infringements, you can reach Voleon by sending a claim to privacy@voleon.com.
14. MISCELLANEOUS.
These Terms of Use constitute the entire agreement and understanding between you and Voleon and supersedes any prior agreements between you and Voleon with respect to the Site or its Content. No joint venture, partnership, employment, or agency relationship is created between you and Voleon as a result of these Terms of Use and/or your use of the Site and/or Content, and neither party has any authority of any kind to bind the other in any respect. Voleon’s failure to exercise or enforce any right or provision of these Terms of Use will not constitute a waiver of such right or provision. You may not assign these Terms of Use without Voleon’s prior written consent, but we may assign or transfer these Terms of Use, in whole or in part, without restriction. Voleon will not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond Voleon’s reasonable control. If any provision of these Terms of Use, or a portion thereof, is found by a court of competent jurisdiction to be invalid or unenforceable, that provision or portion shall be severed, and the other provisions of these Terms of Use shall remain in full force and effect. You agree that these Terms of Use will not be construed against Voleon by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use. The section titles in these Terms of Use are for convenience only and have no legal or contractual effect.
15. CONTACT VOLEON.
If you have any questions or concerns about these Terms of Use, please contact Voleon at privacy@voleon.com.