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Terms of Use

 

These Terms of Use constitute a legally binding agreement between Elda River Capital, LLC and its affiliates (together, “Elda River,” “our,” “us,” “we” or “company”) and you, the user of www.eldariver.com (the “Site”), whether as a guest or registered user. By accessing the Site, you acknowledge that you have read and agree to these Terms of Use. These Terms of Use govern your use of the Site. Please read these Terms of Use carefully. If you do not agree with any of the terms and conditions contained herein, please do not access the Site.

Elda River reserves the right to amend these Terms of Use from time to time in its sole discretion. Elda River will post any changes to these Terms of Use on the Site, and changes are effective immediately upon posting. Your continued use of the Site after any such changes constitutes your acceptance of the new terms and conditions. You should consult the “Terms of Use” bar on the Site each time you visit the Site.

The Site is offered and available to users who are 18 years of age or older. By using the Site, you represent and warrant that you are of legal age to form a binding contract with Elda River. If you do not meet all of these requirements, you must not access or use the Site.

We reserve the right to withdraw or amend this Site, and any service or material we provide on the Site, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Site, or the entire Site, to users.

Purpose of the Site; Not Investment Advice; No Recommendations

The information presented on or through the Site is made available solely for informational purposes in relation to Elda River and its financing capabilities for prospective portfolio companies. Elda River does not warrant the accuracy, completeness or usefulness of any information on the Site. Any reliance you place on such information is strictly at your own risk. Elda River disclaims all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone who may be informed of any of its contents.

The Site is not intended to provide legal, business, tax, accounting, investment or other advice. You agree not to construe any of the Content (as defined below) provided in connection with the Site as legal, business, tax, accounting, investment, financial or other advice. You agree that the Content provided in connection with the Site does not, and shall not be deemed to, constitute an offer to sell, or a solicitation to any person to buy, any security or similar investment. You understand that none of the Content constitutes a recommendation that you or any other person purchase, sell or hold any security, company, investment product or similar investment, or that you should pursue any investment strategy, and the Content is not to be relied upon for the purpose of making investment or other decisions. In addition, you understand and agree that all Content provided in connection with the Site is published without consideration of your individual circumstances, financial or otherwise. Accordingly, you agree that you are solely responsible for any investment decisions or other determinations made, including the evaluation of any investment or other risks, with respect to any of the Content provided in connection with the Site. You agree to consult your own professional advisors as to any legal, business, tax, accounting, investment, financial or other advice regarding any Content provided in connection with the Site.

Regulatory Disclosures

Elda River began operations in 2023 in connection with a spin-out transaction of the Energy and Infrastructure Group from Magnetar Capital LLC (collectively with its affiliates, “Magnetar”). This Site refers to certain historical matters that occurred during the Elda River team’s tenure at Magnetar, and Content with respect to Elda River’s activities since inception include such tenure at Magnetar.

Elda River does not solicit or make its services available to the public. The Content provided on or through the Site may include information regarding past and/or present portfolio companies or investments managed by Elda River, its affiliates and/or its personnel. It should not be assumed that investments made in the future will be comparable in quality or performance to the investments described herein. Further, references to past and present portfolio companies should not be construed as a recommendation of any particular investment or security. Current and previous portfolio companies listed on the Site are not to be considered a complete list of all investments historically made by Elda River. The portfolio companies listed should not be assumed to have been profitable. Any past performance information on the Site is not necessarily indicative, or a guarantee, of future results.

Certain information contained on the Site constitutes “forward-looking statements.” All forward-looking statements represent only the intent and belief of Elda River as of the date such statements were made. None of Elda River or any of its affiliates (i) assumes any responsibility for the accuracy and completeness of any forward-looking statements or (ii) undertakes any obligation to disseminate any updates or revisions to any forward-looking statement contained on the Site to reflect any change in their expectation with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Due to various risks and uncertainties, actual events or results may differ materially from those reflected or contemplated in such forward-looking statements.

Elda River is registered with the U.S. Securities and Exchange Commission as an investment adviser.

Privacy Policies

In addition to these Terms of Use, your use of and access to the Site is also subject to our Site Privacy Notice, California Privacy Notice Supplement, and EU & UK Privacy Notice Supplement (each a “Site Privacy Notice” and together the “Site Privacy Notices”), which are incorporated by reference herein, as applicable. Our Site Privacy Notices contain additional terms relating to our potential collection, use and disclosure of your personal information. You agree that you have read, agreed to and understand our Site Privacy Notices, as applicable to your jurisdiction.

In the event of any inconsistency between the statements made in these Terms of Use and the Site Privacy Notices, as such inconsistency relates to the subject matter of the Site Privacy Notices, the terms of the Site Privacy Notices take precedence over these Terms of Use. All terms defined in these Terms of Use and the Site Privacy Notices, as applicable, shall have the meaning ascribed to them in the respective document and, if such term is not defined in the relevant document, it shall be ascribed the meaning given to it in these Terms of Service or the corresponding Site Privacy Notice, as applicable.

Ownership

The trade names, trademarks, service marks, trade dress, logos and other indicia of source (collectively, “Marks”) found on the Site and any and all information and content available through the Site (including strategies, policies, business plans, research, concepts and other information (collectively, the “Content”)) are proprietary to Elda River or its licensors and are protected by intellectual property rights and unfair competition and other laws. You may not use any Mark or Content without the express written permission of the owner (whether Elda River or otherwise), and nothing contained in these Terms of Use or anywhere on the Site shall be construed as granting any license or right to use any Mark or Content.

Prohibited Uses

You may use the Site only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Site in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).

Additionally, you agree not to:

  • Use the Site in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Site, including their ability to engage in real time activities through the Site;
  • Use any robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the material on the Site;
  • Use any manual process to monitor or copy any of the material on the Site, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent;
  • Use any device, software, or routine that interferes with the proper working of the Site;
  • Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site  is stored, or any server, computer, or database connected to the Site;
  • Attack the Site via a denial-of-service attack or a distributed denial-of-service attack; or
  • Otherwise attempt to interfere with the proper working of the Site.

Disclaimer of Warranties

THE SITE AND CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND, TO THE MAXIMUM EXTENT PERMITTED UNDER LAW, ARE PROVIDED WITHOUT WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY ELDA RIVER, EITHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SITE, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. ELDA RIVER FURTHER DOES NOT REPRESENT OR WARRANT THAT THE SITE OR CONTENT WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE OR ERROR-FREE. YOU ACKNOWLEDGE THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SITE REMAINS WITH YOU TO THE MAXIMUM EXTENT PERMITTED UNDER LAW.

Limitation of Liability

ELDA RIVER DOES NOT ASSUME ANY LIABILITY OR RESPONSIBILITY FOR THE SITE OR THE CONTENT. TO THE FULLEST EXTENT PERMITTED BY LAW, ELDA RIVER IS NOT LIABLE TO YOU OR ANYONE ELSE FOR ANY CLAIM OF ANY NATURE WHATSOEVER BASED ON (1) THE SITE OR THE CONTENT, INCLUDING ANY DECISION MADE OR ACTION TAKEN IN RELIANCE ON THE CONTENT OR ANY FEATURE OF THE SITE, OR (2) YOUR BREACH OF ANY PROVISION OF THESE TERMS OF USE.

UNDER NO CIRCUMSTANCES WILL ELDA RIVER BE LIABLE FOR ANY DAMAGES OR LOSSES (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOST REVENUES, LOST PROFITS, LOSS OF BUSINESS, LOSS OF DATA OR ANY OTHER DAMAGES OR LOSSES) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR YOUR USE OF ANY SERVICE OR CONTENT, REGARDLESS OF THE THEORY OF LIABILITY, WHETHER TORT (INCLUDING NEGLIGENCE OF ANY KIND), CONTRACT OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF THE DAMAGES OR IF THE DAMAGES COULD HAVE BEEN FORESEEN.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnity

You agree that you will be solely responsible for, and that you will defend, indemnify and hold Elda River, its parents, subsidiaries and other affiliates and each of their respective officers, directors, agents, employees and representatives harmless from and against any and all claims, demands, liabilities, costs or expenses, including reasonable attorneys’ fees, resulting from your violation of these Terms of Use or otherwise resulting from your use of the Site. Elda River reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which it is entitled to indemnification, but you must still indemnify Elda River for all liabilities, losses or damages. You agree to provide Elda River with whatever cooperation it reasonably requests.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED, UNLESS OTHERWISE REQUIRED BY LAW.

Miscellaneous

You may not assign or otherwise transfer these Terms of Use or your rights or obligations under it without Elda River’s prior written consent, and any attempted assignment or other transfer in violation of this provision shall be null and void. Elda River may assign these Terms of Use or any rights under these Terms of Use without your consent and without notice. Nothing in these Terms of Use may be used to construe you and Elda River as joint venturers, co-employers, partners or agents of each other, and neither you nor Elda River has the power to obligate or bind the other in any way whatsoever. Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of these Terms of Use shall nonetheless remain in full force and effect. The failure of Elda River at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing. These Terms of Use shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its conflict of law rules. Any legal proceeding arising out of or relating to these Terms of Use against or relating to Elda River or any indemnified party under these Terms of Use will be subject to the exclusive jurisdiction of any state or federal court sitting in Chicago, Illinois and you irrevocably consent to the jurisdiction of such courts. The terms and conditions set forth in these Terms of Use and any agreements included or referred to in these Terms of Use constitute the final, complete and exclusive agreement with respect to the Site and may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms.

Headings and captions throughout these Terms of Use are for convenience only and should not be considered part of these Terms of Use. The word “including” means “including without limitation.”

If you have any questions or concerns about these Terms of Use or any issues raised in these Terms of Use or on the Site, please contact Elda River, at InvestorRelations@eldariver.com.