Terms and Conditions

Last Updated: August 2019

These Terms and Conditions of Use (the “Terms”) apply to all use of this website (the “Site”). Please read these terms and conditions carefully before using the Site. By using this Site, you acknowledge that you have read, understood and agreed to the Terms. If you do not agree to these Terms, you may not access or use the Site. Folium Capital and its affiliates (collectively referred to as “Folium”, “us”, “we” or “our”) reserves the right, at our discretion, to change, modify, add or remove portions of these Terms at any time. Therefore, we suggest that you review these terms periodically for changes. By using our Site after we have posted changes to these Terms, you are agreeing to be bound by the then current Terms.

Please read these terms carefully, as they contain an agreement to arbitrate and other important information regarding your legal rights, remedies and obligations. The agreement to arbitrate requires (with limited exception) that you submit claims you have against us to binding and final arbitration, and further (1) you will only be permitted to pursue claims against us on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding, (2) you will only be permitted to seek relief (including monetary, injunctive and declaratory relief) on an individual basis and (3) you may not be able to have any claims you have against us resolved by a jury or in a court of law.

Disclaimers

All content is for informational purposes only. Nothing contained in the Site constitutes investment, legal or tax advice and you should not consider the information on the Site to be the same. Neither the information, nor any opinion contained in the Site constitutes a solicitation or offer by Folium or any fund or other entity managed directly or indirectly by Folium, to buy or sell any securities, futures, options or other financial instruments. Before acting on any information, you should consider the appropriateness of it having regard to your particular objectives, financial situation and needs and consult with your own financial advisors, accountants or attorneys regarding your individual circumstances and needs. All securities and financial product or instrument transactions involve risks. With respect to performance, note that past performance is not necessarily indicative of future results and there can be no assurance that comparable results will be achieved. Any target returns disclosed on this website is for illustrative and informational purposes only and no assurance, representation, or warranty is made by any person that the target return will be achieved.

Certain information contained in this Site may constitute “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “target,” “project,” “estimate,” “intend,” “continue” or “believe,” or the negatives thereof or other variations thereon or comparable terminology. Folium cautions that forward-looking statements are subject to numerous assumptions, estimates, risks and uncertainties, and if these risks materialize, or if Folium’s assumptions or estimates prove to be incorrect, Folium’s performance may differ materially from those reflected or contemplated in such forward-looking statements.

Restrictions on Use of Materials

Unless otherwise expressly noted, all information and materials, including, without limitation, images, illustrations, designs, icons, photographs, video clips, and written and other materials, that are part of the Site are copyrights, trademarks, service marks, trade names, trade dress and/or other intellectual property owned, controlled or licensed by Folium. In particular, and without limiting the foregoing, FOLIUM, FOLIUM CAPITAL and the Leaf Logo are trademarks of Folium Capital Inc. and may not be used or reproduced without our prior written permission.No material from the Site may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way; provided, however, that you may download, where specifically permitted, one copy of the materials on any single computer for your personal, non-commercial use only, provided you keep intact and properly display all copyright and other proprietary notices. You may not distribute, modify, transmit, reuse, repost, or use the content of the Site, including, without limitation, any text, images, audio and video, for public or commercial purposes without Folium’s written permission. Modification or use of the information or materials for any other purpose will violate the copyright and/or intellectual property rights of Folium. Folium will not treat users of this Site as its clients by virtue of their accessing this Site.

Proprietary Rights

All rights, titles and interest in this Site and any content contained herein are the exclusive property of Folium, except as otherwise stated. Unless otherwise specified, this Site is for your personal and non-commercial use only. You may print, copy and download any information or portion of this web website for your personal use only. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, frame, create derivative works from, transfer, or otherwise use in any other way for commercial or public purposes in whole or in part any information, software, products or services obtained from this Site, except for the purposes expressly provided herein, without Folium’s prior written approval. If you copy or download any information or software from this Site, you agree that you will not remove or obscure any copyright, other notices, or legends contained in any such information.

Jurisdictional Issues

Unless otherwise specified, the materials in or accessible through the Site are directed at residents of the United States, its territories, possessions, and protectorates. The Site is controlled and operated by Folium from its offices within the Commonwealth of Massachusetts and the State of California in the United States of America. Folium makes no representation that materials in or accessible through the Site are appropriate or available for use in other locations or that access to them where their content is located is not illegal and prohibited. Those who choose to access the Site from other locations do so at their own risk and are responsible for establishing the legality, usability and correctness of any information or materials under any or all jurisdictions and the compliance of that information or material with local laws to the extent local laws are applicable. 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 the Site 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 that would subject Folium to any registration or other requirement within such jurisdiction or country. Folium reserves the right to limit access to the Site for any reason at its sole discretion.

Indemnification

You agree to release, indemnify and hold Folium and its affiliates and their officers, employees, directors and agents (collectively, “Indemnitees”) harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury or death arising out of or relating to your use of the Site, your connection to the Site, your violation of these Terms or your violation of any rights of another. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Indemnitee from or against any liability, losses, damages or expenses incurred as a result of any action or inaction of such Indemnitee. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

Disclaimers of Warranties

Your use of the site is at your sole risk. The site is provided on an “as is” and “as available” basis. Folium expressly disclaims all warranties of any kind, whether express, implied or statutory, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.

Folium makes no warranty that (i) the site will meet your requirements, (ii) the site will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the site will be accurate or reliable, or (iv) the quality of any products, services, information, or other material obtained by you through the site will meet your expectations.

Folium further assumes no responsibility for and makes no warranties that the Site or the server that makes it available will be free of viruses or other harmful components. Folium shall not be liable for any damages to, viruses that may infect, or services, repairs or corrections that must be performed on your computer on account of your accessing this Site.

Limitation of Liability

You expressly understand and agree that Folium will not be liable for any indirect, incidental, special, consequential, exemplary damages, or damages for loss of profits including but not limited to, damages for loss of goodwill, use, data or other intangible losses (even if folium has been advised of the possibility of such damages), whether based on contract, tort, negligence, strict liability or otherwise, resulting from: (i) the use or the inability to use the site; (ii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the site; or (v) any other matter relating to the site. In no event will folium’s total liability to you for all damages, losses or causes of action exceed the one hundred dollars ($100).

Some jurisdictions do not allow the disclaimer or exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations set forth above may not apply to you or be enforceable with respect to you. If you are dissatisfied with any portion of the site or with these terms, your sole and exclusive remedy is to discontinue use of the site.

If you are a user from New Jersey, the foregoing sections titled “disclaimer of warranties” and “limitation of liability” are intended to be only as broad as is permitted under the laws of the State of New Jersey. If any portion of these sections is held to be invalid under the laws of the State of New Jersey, the invalidity of such portion shall not affect the validity of the remaining portions of the applicable sections.

Governing Law and Consent to Jurisdiction

These Terms and your use of the Site shall be governed by the laws of the United States of America and the Commonwealth of Massachusetts without regard to its conflicts of laws principles.

Dispute Resolution by Binding Arbitration

Please Read This Section Carefully As It Affects Your Rights.

a. Agreement to Arbitrate

This Dispute Resolution by Binding Arbitration section is referred to in these Terms as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Folium, whether arising out of or relating to these Terms (including any alleged breach thereof), the Services, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms, you and Folium are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

b. Prohibition of Class and Representative Actions and Non-Individualized Relief

You and Folium agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and Folium agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s), except that you may pursue a claim for and the arbitrator may award public injunctive relief under applicable law to the extent required for the enforceability of this provision.

c. Pre-Arbitration Dispute Resolution

Folium is always interested in resolving disputes amicably and efficiently, and most concerns can be resolved quickly and to the user’s satisfaction by emailing info@foliumcapital.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Folium should be sent to Folium Capital LP, One Beacon Street, Suite 23700, Boston, MA 02108 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Folium and you do not resolve the claim within 60 calendar days after the Notice is received, you or Folium may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Folium or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Folium is entitled.

d. Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, http://www.adr.org/consumer_arbitration. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless Folium and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, Folium agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

e. Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, Folium will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Folium will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Folium will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.

f. Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

g. Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms will continue to apply.

h. Future Changes to Arbitration Agreement

Notwithstanding any provision in these Terms to the contrary, Folium agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Services, you may reject any such change by sending Folium written notice within 30 calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

 

Severability

If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. Folium reserves the right to alter or delete materials from this Site at any time at its discretion without prior notice to users.

Privacy

Folium recognizes the importance of maintaining the privacy of information that its affiliates and business partners receive in relation to Folium’s clients and investors. We are committed to maintaining the privacy of our current and prospective client or investors. We recognize that clients and investors entrust us with important personal information, and want to assure clients and investors that we take seriously our responsibility to protect and safeguard this information.

Please read the relevant privacy notice available here PRIVACY NOTICE carefully before using the Site.

We may change or modify the terms of the privacy notices from time to time; therefore, we suggest you access this Site and review these Terms periodically for changes.