Terms of Use

Please read the following terms and conditions (“Terms of Use”) before using the IPI Partners, LLC (“IPI”) website (the “Website”). Your access to and use of the Website is subject to these Terms of Use and all applicable laws and regulations. The Terms of Use constitute a legal agreement between you and IPI. The Website is available only to, and may only be used by, individuals who can form legally binding contracts under applicable law. By accessing and using the Website, you accept, without qualification, these Terms of Use.

NO SECURITIES OFFERING OR INVESTMENT ADVICE

The information on this Website (the “Information”) is not intended as and does not constitute investment advice or an offer of investment advice, legal or tax advice, an offer to sell any securities to any person or a solicitation of any person of any offer to purchase any securities. The Information should not be construed as IPI’s endorsement, recommendation or sponsorship of any company or security. There are inherent risks in relying on, using or retrieving the Information, including but not included to the risk that any such Information is or becomes untimely, is or becomes erroneous due to technical or other errors, is incomplete, and/or other risks related to the display, source or accuracy of the Information, including risks that may be currently unknown to IPI. You should carefully evaluate all Information, and you should seek the advice of professionals, as appropriate, to evaluate any data, Information, product or service.

Private funds or other private investments sponsored, managed, recommended and/or advised by IPI are not offered through the Website. An offer regarding any private investment may be made only after you have received from IPI applicable subscription documentation and other legal documents concerning the investment at issue and have had the opportunity to discuss all matters concerning the prospective investment with your counsel and any other relevant advisers. The Website does not provide Information material to an investor’s decision to invest in any such investment, including, but not limited to, risk factors.

IMPORTANT PORTFOLIO AND PERFORMANCE INFORMATION

Any market or composite indices presented on the Website or included in a report are for informational purposes only. They should not be interpreted as a direct comparison to any strategies used by IPI to manage accounts or investments.

Past performance is not indicative of nor a guarantee of future returns. Investing in securities involves risk of loss.

PERSONAL AND NON-COMMERCIAL USE LIMITATION

The Website is for your personal and non-commercial use. IPI hereby grants you a non-exclusive, non-transferable and limited personal license to access and use the Website, conditioned on your continued compliance with these Terms of Use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, broadcast, frame, license, reverse engineer, decompile, disassemble, create derivative works from, transfer or sell any data, Information, products or services obtained from the Website. Except as specifically approved by IPI, you may not allow others to use your user name and password to access or use any part of the Website. You accept full responsibility for any use of your password. If your password has been compromised for any reason, you should contact IPI immediately for a new password. IPI is not obligated to inquire as to the authority or propriety of any use or action taken under your password. IPI will not be responsible for any loss to you that arises from such use or action or from your failure to comply with these provisions. All Information on the Website is subject to confidential treatment and is made available solely for your authorized use in connection with your investment activities. You are prohibited from using the Website to advertise or perform any commercial solicitation. You also are prohibited from using any robot, spider, scraper or other automated means to access the Website for any purpose without the prior written permission of IPI. The Website is available only for lawful purposes, and you are prohibited from using the Website in any way that is fraudulent or illegal or for any fraudulent or illegal purpose.

PRIVACY

By accessing the Website, you represent and warrant that you have reviewed, and agree to be bound by, IPI’s Privacy Notice and all policies described therein. IPI’s Privacy Notice is available by clicking here or upon request

If you proactively submit information to us through this Website, we may record and use any information that you provide, including personal information such as your name, telephone number and e-mail address. We have recorded and used such information within the past 12 months. This personal information may be used to fulfill your request or for internal business purposes, including, without limitation, to: (a) measure interest in our Website and programs; (b) perform internal quality control; (c) verify identity; (d) send communications regarding our Website, programs or services; (e) prevent potentially prohibited or illegal activities; and (f) enforce our Terms of Use. Within the past 12 months, IPI has not provided any personal information submitted by website visitors to third parties, other than the service providers that operate our Website and investor portal. These service providers may have access to the information you submit through this Website, but only for the purpose of performing their duties in connection with the Website.

As you navigate this website, certain passive information may also be collected or have been collected in the past 12 months, including internet protocol (“IP”) addresses, cookies, navigational data, the name of the domain and host from which you access the Internet, the browser software you use and your operating system, the date and time you access our Website, and the Internet address of the website from which you linked directly to our Website. We may use such information collected from you and other users to perform statistical analyses of user behavior and characteristics. These aggregated statistics may be used to improve this Website and for other internal business purposes.

We may use, and have used within the past 12 months, cookies and related technologies to store information such as which of our web pages you have visited and other session information so that we can better understand how the Website is used, resolve technical problems, monitor traffic, and enhance your experience at this Website. A cookie is set in order to identify you; tailor our Website to you; measure and research the effectiveness of our Website’s features and offerings; and authenticate users for registered services. You have the ability to delete cookies from the electronic device you use to access our Website at any time by clicking on the Privacy or History tab typically found on the Settings or Options menu in your Internet browser. However, please be advised that cookies may be necessary to provide access to some of the features of our Website. We may also use and have used within the past 12 months third-party analytics services to collect information regarding visitor behavior and visitor demographics on our website.

GDPR

For the purposes of European data protection law, IPI is the “data controller” of the personal information referred to in this document.

The data we collect from you via this website will be processed and stored at destinations outside the European Economic Area (the “EEA”) including, without limitation, in the United States. It will also be processed by staff operating outside the EEA who work for us. To fulfill the purposes described in this policy, your personal information may be transferred (a) among IPI and its affiliates, and (b) to legal and other professional advisors of IPI and its affiliates.

You may access, correct or delete the personal data we collect through this Website. You may object, at any time, to the further processing of your personal data, and also may receive your personal data in a structured and standard format. You may exercise your rights by contacting us as set forth on this Website.

Individuals located in the EEA have the right to lodge a complaint relating to privacy or data protection with a supervisory authority of the EEA state where they live or where any alleged infringement of data protection laws occurred. A list of the supervisory authorities can be found here: http://ec.europa.eu/justice/data-protection/bodies/authorities/index_en.htm.

DISCLAIMERS AND LIMITATION OF LIABILITY

THE DATA, INFORMATION, PRODUCTS AND SERVICES PUBLISHED ON THE WEBSITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS AND THE RESULTS OBTAINED THEREFROM ARE NOT GUARANTEED BY IPI OR ANY PERSONS CREATING OR TRANSMITTING SUCH DATA, INFORMATION, PRODUCTS AND/OR SERVICES. IPI AND/OR ITS RESPECTIVE THIRD-PARTY SERVICERS AND/OR SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE CONTENT AND OPERATION OF THE WEBSITE AT ANY TIME WITHOUT NOTICE. THE WEBSITE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME DUE TO REQUIRED MAINTENANCE, TELECOMMUNICATIONS INTERRUPTIONS OR OTHER REASONS.

IPI AND/OR ITS THIRD-PARTY SERVICERS AND/OR SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE DATA, INFORMATION, PRODUCTS AND SERVICES CONTAINED ON THIS WEBSITE FOR ANY PURPOSE. ALL SUCH DATA, INFORMATION, PRODUCTS AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. IPI AND/OR ITS RESPECTIVE THIRD-PARTY SERVICERS AND/OR SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS DATA, INFORMATION, PRODUCTS AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND AVAILABILITY.

YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA OR ANY OTHER DAMAGE OR LOSS THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT FROM THE WEBSITE. IPI’S LIABILITY WITH RESPECT TO THE WEBSITE IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT SHALL IPI AND/OR ITS THIRD-PARTY SERVICERS AND/OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH OR RELATING TO THE USE OF OR ACCESS TO THIS WEBSITE OR WITH THE DELAY OR INABILITY TO USE THIS WEBSITE, OR FOR ANY DATA, INFORMATION, PRODUCTS OR SERVICES OBTAINED THROUGH THIS WEBSITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF IPI OR ANY OF ITS THIRD-PARTY SERVICERS AND/OR SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. UNDER ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF IPI, ITS AGENTS AND EMPLOYEES TO ANY USER OF THE WEBSITE WITH RESPECT TO THE WEBSITE IS $100.

IPI AND ANY PERSON CREATING OR TRANSMITTING THE DATA AND INFORMATION ON THE WEBSITE SHALL NOT BE LIABLE FOR ANY INFECTION BY VIRUSES OF OR DAMAGE TO ANY COMPUTER THAT RESULTS FROM YOUR USE OF, ACCESS TO OR DOWNLOADING OF SUCH INFORMATION. IF YOU ARE DISSATISFIED WITH THE DATA, INFORMATION, PRODUCTS OR SERVICES OFFERED AT THE WEBSITE OR WITH THE TERMS AND CONDITIONS OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF AND ACCESS TO THE WEBSITE.

OWNERSHIP OF CONTENT

The Website and all of its content (except for investor-specific data and other content owned by individual users), including but not limited to all text, graphics, charts, audio, logos, images, data compilations, icons, code and software (“Content”), are the property of IPI and/or its third-party servicers and/or suppliers and are protected by U.S. and international copyright laws, with all rights reserved unless otherwise noted. All registered and unregistered trademarks and service marks of IPI are proprietary to IPI. If the Website includes any trademarks, service marks, trade names or logos of any third parties, such items are the proprietary marks and names of their respective owners and are protected by applicable trademark and intellectual property laws.

Your use of any Content, whether owned by IPI or any third party, without IPI’s express written permission, is strictly prohibited except as otherwise expressly permitted in these Terms of Use.

Without limiting the foregoing, you are prohibited from using any of IPI’s copyrighted material or trademarks for any purpose, including, but not limited to, use as metatags, links or otherwise on any website, without the prior written permission of IPI. You may not remove any copyright, trademark or other proprietary notice or legend contained on or printed from the Website.

REFERENCES TO PUBLICATIONS AND OTHER COMPANIES

References to any publication or any other company in the Website are for reference and informational purposes only and are not intended to suggest that any of such companies endorse, recommend or approve of the services, analysis or recommendations of IPI or that IPI endorses, recommends or approves the services or products of such companies.

MODIFICATION AND MONITORING OF WEBSITE

IPI may, at its discretion, change, modify, add or remove portions of these Terms of Use at any time without notice to you. IPI expressly reserves the right to monitor any and all use of the Website

TERMINATION AND CANCELLATION

IPI may modify or terminate the Website and terminate your access to the Website without notice at any time and for any reason.

INDEMNITY

You agree, at your own expense, to indemnify, defend and hold harmless IPI, its subsidiaries and affiliates, and their officers, directors, partners, managers, members, employees, agents, distributors and licensees, from and against any judgments, losses, deficiencies, damages, liabilities, costs, claims, demands, suits, and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred in, arising out of or in any way related to your breach of these Terms of Use or the Privacy Policy, your use of the Website or any product or service related thereto, or any of your other acts or omissions.

JURISDICTIONAL ISSUES AND APPLICABLE LAW

Unless otherwise specified, IPI controls and operates the Website from its offices within Illinois, United States of America. IPI does not claim that materials in the Website are appropriate or available for use in locations other than Illinois. If you choose to access the Website from other locations, you do so on your own initiative, and you are responsible for compliance with any applicable local laws.

These Terms of Use are governed by the laws of the State of Illinois, without regard to its choice of law provisions. You hereby consent to the exclusive and personal jurisdiction and venue of courts in the City and County of Chicago, Illinois, which shall have exclusive jurisdiction over any and all disputes arising out of or relating to these Terms of Use, the use of the Website or any product or service related thereto. Use of the Website is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph.

GENERAL

You agree that no joint venture, partnership, employment or agency relationship exists between you and IPI as a result of these Terms of Use or use of the Website.

IPI’s performance of these Terms of Use is subject to existing laws and legal process, and nothing in these Terms of Use is in derogation of IPI’s right to comply with law enforcement requests or requirements relating to your use of the Website or information provided to or gathered by IPI with respect to such use.

If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use shall continue in effect.

By reviewing or using the Information after accessing the Website, you represent and warrant that (a) you have the authority and all rights necessary to enter into these Terms of Use, create a binding contractual obligation and fully perform all of your obligations under these Terms of Use, (b) you understand and intend these Terms of Use to be the legal equivalent of a signed, written contract equally binding, (c) you are expected to and will periodically review this page to take notice of any changes made by IPI, and (d) you will use the Information in a manner consistent with applicable laws and regulations and in accordance with these Terms of Use, as IPI may amend them online or otherwise from time to time and with or without notice to you of such amendments. A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based on or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

These Terms of Use constitute the entire agreement between you and IPI with respect to the Website and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and IPI with respect to the Website. You agree to be bound by any agreement or consent you transmit to or through the Website via any media or electronic device, including internet, telephone and wireless devices.

INJUNCTIVE RELIEF

You acknowledge that a violation or attempted violation of any of these Terms of Use will cause such damage to IPI as will be irreparable, the exact amount of which would be difficult to ascertain and for which there will be no adequate remedy at law. Accordingly, you agree that IPI will be entitled as a matter of right to an injunction issued by any court of competent jurisdiction, restraining such violation or attempted violation of these Terms of Use by you, or your affiliates, partners, or agents, as well as recover from you any and all costs and expenses sustained or incurred by IPI in obtaining such an injunction, including, without limitation, reasonable attorney’s fees. You agree that no bond or other security will be required in connection with such injunction.

Information on this website is for informational purposes only and is not an offer or solicitation with respect to the purchase or sale of any security. SEC registration does not imply any level of skill or training or approval by the SEC. The content contained on this site is provided to users “AS IS” without an express or implied warranty.

Nothing on this website is intended as marketing of any fund in the United Kingdom or any member state of the European Economic Area within the meaning of the Directive 2011/61/EU on Alternative Investment Fund Managers.

Assets under management are calculated using net asset value plus uncalled capital commitments of all ICONIQ or Iron Point Partners accounts and funds (as applicable) including, in each case, IPI assets, as of a recent date. Such figures are approximate, unaudited and subject to change.