Terms of Use

These Terms of Use govern access to and use of mebanewood.com and any related webpages, content, features, or services made available through the website (collectively, the “Site”).

The Site is operated by Mebanewood LLC on behalf of itself and its affiliated entities, including Mebanewood Management LLC (collectively, “Mebanewood,” “we,” “us,” or “our”).

By accessing or using the Site, you acknowledge that you have read, understood, and agree to these Terms of Use. If you do not agree, do not access or use the Site.

1. Informational Purposes Only

The Site and its contents are provided solely for general informational purposes.

Nothing on the Site constitutes or should be construed as:

• investment, legal, tax, accounting, financial, or other professional advice;
• a recommendation concerning any security, investment strategy, transaction, issuer, or course of action;
• an offer to sell or a solicitation of an offer to purchase any security, investment product, advisory service, or interest in any investment vehicle;
• an invitation or inducement to engage in investment activity;
• a representation that any investment, strategy, service, or transaction is suitable or appropriate for any person; or
• the creation of an investment advisory, fiduciary, client, partnership, agency, employment, or other contractual relationship.

You should not make any investment or other decision in reliance on the Site. You should consult your own legal, tax, accounting, investment, and other professional advisers regarding your particular circumstances.

2. No Advisory Relationship

Mebanewood Management LLC provides investment advisory services only to clients accepted by the firm pursuant to definitive written agreements.

Accessing the Site, requesting an introduction, submitting information, communicating with Mebanewood, or receiving materials from Mebanewood does not establish an investment advisory or fiduciary relationship.

Any advisory relationship is governed exclusively by the applicable investment advisory agreement and related documentation. If these Terms of Use or any content on the Site conflicts with definitive documentation governing an established relationship, the definitive documentation controls, subject to applicable law.

3. No Offer or Solicitation

Nothing on the Site constitutes an offer to sell or a solicitation of an offer to purchase an interest in any investment vehicle or other security.

Any offering will be made only:

• through applicable definitive offering and subscription documents;
• to persons who satisfy applicable eligibility requirements;
• in jurisdictions where the offering is lawfully permitted; and
• in accordance with applicable securities laws.

No person may treat the Site as a prospectus, private placement memorandum, offering circular, or other offering document. Any indication of interest communicated through the Site is nonbinding and may be accepted or rejected in Mebanewood’s sole discretion.

4. Investment Risk

All investments involve risk, including the possible loss of principal. Certain investments and strategies may involve substantial risk, limited liquidity, concentration, leverage, derivatives, short selling, private securities, valuation uncertainty, or other material risks.

Past performance does not guarantee future results. No investment objective, strategy, process, risk-management technique, projection, forecast, or target can guarantee a profit, prevent a loss, or ensure any particular result.

Any description of an investment activity, strategy, process, or objective is necessarily general and may not reflect all material risks, limitations, conditions, or considerations.

5. Eligibility and Lawful Use

You may use the Site only if you are legally capable of entering into a binding agreement and your use is permitted under applicable law.

The Site is not directed to any person in a jurisdiction where its publication, availability, distribution, or use would violate applicable law or subject Mebanewood to a registration, licensing, filing, or other requirement that would not otherwise apply.

You are responsible for determining whether your access to or use of the Site complies with the laws applicable to you.

6. Permitted Use

Mebanewood grants you a limited, revocable, nonexclusive, nontransferable, and nonsublicensable right to access and use the Site for your personal, internal, and lawful informational purposes, subject to these Terms of Use.

You may not, directly or indirectly:

• copy, reproduce, republish, modify, distribute, transmit, display, sell, license, or create derivative works from the Site or its contents;
• use the Site or its contents for any commercial, promotional, competitive, or public purpose without prior written permission;
• scrape, crawl, index, harvest, extract, download, or systematically collect content or data from the Site;
• use automated systems, bots, spiders, agents, scripts, or similar technologies to access or interact with the Site;
• use Site content to develop, train, test, validate, operate, or improve an artificial-intelligence, machine-learning, data-analytics, or similar system;
• frame, mirror, embed, or otherwise reproduce the appearance or operation of the Site;
• interfere with the Site’s availability, operation, performance, integrity, or security;
• introduce malware, malicious code, or other harmful material;
• attempt to gain unauthorized access to the Site or any related system, account, network, or data;
• circumvent any security, authentication, access-control, or usage-limitation measure;
• impersonate another person or misrepresent your identity, authority, or affiliation;
• use the Site for any fraudulent, unlawful, defamatory, abusive, or misleading purpose; or
• assist another person in engaging in any prohibited activity.

Mebanewood may restrict, suspend, or terminate access to the Site at any time and without prior notice.

7. Intellectual Property

MEBANEWOOD® is a registered service mark of Mebanewood LLC. The Mebanewood name, service mark, logos, trade dress, website design, text, graphics, photographs, videos, publications, research, commentary, and other content appearing on the Site are owned by or licensed to Mebanewood LLC or its affiliates and are protected by applicable trademark, copyright, and other intellectual property laws.

Except as expressly permitted by applicable law or with the prior written consent of Mebanewood LLC, no portion of the Site or its contents may be copied, reproduced, modified, republished, distributed, displayed, transmitted, framed, mirrored, scraped, used to create derivative works, or otherwise used for any public or commercial purpose.

No license or other right in any trademark, service mark, copyright, or other intellectual property is granted by access to or use of the Site, whether by implication, estoppel, or otherwise. All rights not expressly granted are reserved.

8. User Communications and Submissions

Any communication or material submitted through the Site is governed by the Submission Terms, which are incorporated into these Terms of Use by reference.

Unless Mebanewood has expressly agreed otherwise in writing:

• a submission is not confidential;
• a submission does not create a fiduciary, advisory, employment, agency, or other relationship;
• Mebanewood has no obligation to review, acknowledge, return, preserve, or act upon a submission; and
• no submission creates an obligation to enter into a transaction, engagement, or other arrangement.

Do not submit material nonpublic information, trade secrets, privileged information, personal financial information, account credentials, government identification numbers, medical information, or other sensitive information through the Site.

9. Electronic Communications

Electronic communications may be delayed, intercepted, corrupted, incomplete, misdirected, lost, or accessed by unauthorized persons. Mebanewood does not guarantee the confidentiality, accuracy, completeness, or timely receipt of communications transmitted through the Site or by ordinary email.

Do not use the Site or ordinary email to communicate:

• securities-trading instructions;
• investment-authority changes;
• account restrictions;
• subscription or redemption instructions;
• wire or money-movement instructions;
• changes to payment information;
• passwords or authentication credentials; or
• other sensitive or time-critical directions.

Mebanewood will not treat any such communication as received or effective unless it has been transmitted and confirmed through an authorized method established for the applicable relationship.

10. Privacy and Cookies

Mebanewood’s collection and use of information through the Site are described in the Privacy Policy and Cookie Preferences.

The treatment of nonpublic personal information relating to advisory clients and other persons covered by applicable financial privacy laws is further described in the Adviser Privacy Notice.

Those policies are incorporated into these Terms of Use by reference.

11. Research and Communications

Research, commentary, opinions, interviews, presentations, media appearances, social-media content, and other communications made available by or attributed to Mebanewood are subject to the Research & Communications Disclosures.

Such materials may express opinions as of a particular date, may be changed without notice, and should not be treated as individualized advice or a recommendation to buy, sell, or hold any security.

12. Third-Party Information

The Site may contain information obtained from sources believed to be reliable. Mebanewood does not independently verify all third-party information and does not represent or warrant that any information is accurate, complete, current, or suitable for any particular purpose.

Market information, financial data, estimates, projections, quotations, statistics, and other third-party content may be subject to delay, error, revision, or differing interpretations.

Mebanewood has no obligation to update, correct, or continue providing any information appearing on the Site.

13. Third-Party Websites and Services

The Site may contain links to websites, platforms, databases, portals, or services operated by third parties.

Those links are provided for convenience and informational purposes only. Mebanewood does not control and is not responsible for any third-party website or service, including its:

• availability;
• security;
• content;
• accuracy;
• privacy practices;
• terms;
• products; or
• services.

A link does not imply that Mebanewood sponsors, endorses, recommends, controls, or is affiliated with the third party. Your access to and use of third-party resources are governed by the third party’s terms and policies and are undertaken at your own risk.

14. Site Availability and Changes

Mebanewood may modify, suspend, restrict, discontinue, or remove any portion of the Site at any time, with or without notice.

The Site may be unavailable because of maintenance, technical failures, security events, service-provider interruptions, network conditions, force majeure events, or other circumstances.

Mebanewood has no obligation to maintain the Site, preserve any content, provide support, or continue making any feature or material available.

15. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND ALL CONTENT, INFORMATION, FUNCTIONS, AND SERVICES AVAILABLE THROUGH IT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

MEBANEWOOD DISCLAIMS ALL WARRANTIES, INCLUDING WARRANTIES OF ACCURACY, COMPLETENESS, CURRENCY, RELIABILITY, AVAILABILITY, SECURITY, TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND FREEDOM FROM HARMFUL CODE.

Mebanewood does not warrant that:

• the Site will be uninterrupted, timely, secure, or error-free;
• defects or errors will be identified or corrected;
• the Site or its servers will be free from viruses or other harmful components;
• information will be accurate, complete, current, or reliable; or
• any use of the Site will produce a particular result.

Some jurisdictions do not permit the exclusion of certain warranties. In those jurisdictions, the exclusions apply only to the extent permitted by law.

16. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MEBANEWOOD AND ITS AFFILIATES, INVESTMENT VEHICLES, MEMBERS, PARTNERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS, ADVISERS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES ARISING FROM OR RELATING TO:

• ACCESS TO, USE OF, INABILITY TO USE, OR RELIANCE ON THE SITE;
• ANY ERROR, OMISSION, INTERRUPTION, DELAY, DEFECT, OR SECURITY EVENT;
• ANY THIRD-PARTY INFORMATION, WEBSITE, PLATFORM, PRODUCT, OR SERVICE;
• ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR LOSS OF INFORMATION; OR
• ANY DECISION OR ACTION TAKEN OR NOT TAKEN IN RELIANCE ON THE SITE.

This limitation applies regardless of the form of action, whether in contract, tort, negligence, strict liability, statute, or otherwise, and even if Mebanewood has been advised of the possibility of damages.

Nothing in these Terms of Use excludes or limits liability that cannot lawfully be excluded or limited. Nothing in these Terms of Use waives or limits any right or remedy available under applicable federal or state securities laws.

17. Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Mebanewood and its affiliates, investment vehicles, members, partners, managers, directors, officers, employees, representatives, agents, advisers, licensors, and service providers from and against claims, liabilities, losses, damages, judgments, costs, and expenses, including reasonable legal fees, arising from or relating to:

• your violation of these Terms of Use;
• your unlawful or unauthorized use of the Site;
• information or material you submit through the Site;
• your infringement or violation of another person’s rights; or
• your interference with the operation, integrity, or security of the Site.

Mebanewood reserves the right to control the defense and settlement of any matter subject to indemnification. You may not settle such a matter without Mebanewood’s prior written consent.

18. Governing Law and Forum

These Terms of Use and any dispute arising from or relating to the Site will be governed by the laws of the State of Tennessee, without regard to its conflict-of-laws principles.

Subject to applicable law, any legal action arising from or relating to these Terms of Use or the Site must be brought exclusively in the state or federal courts located in Davidson County, Tennessee. You consent to the personal jurisdiction and venue of those courts.

Nothing in this section limits the authority of any governmental or regulatory body or prevents any person from exercising a right that cannot lawfully be restricted.

19. Severability and Nonwaiver

If any provision of these Terms of Use is determined to be unlawful, invalid, or unenforceable, that provision will be enforced to the maximum extent permitted and the remaining provisions will remain in effect.

Mebanewood’s failure or delay in exercising any right or enforcing any provision does not constitute a waiver. A waiver is effective only if made expressly in writing by an authorized representative of Mebanewood.

20. Entire Agreement

These Terms of Use, together with the policies and disclosures expressly incorporated by reference, constitute the entire agreement between you and Mebanewood concerning your access to and use of the Site.

They do not supersede any investment advisory agreement, offering document, subscription agreement, confidentiality agreement, employment agreement, vendor agreement, or other definitive written agreement between you and a Mebanewood entity.

21. Changes to These Terms

Mebanewood may revise these Terms of Use from time to time by posting an updated version on the Site and changing the “Last Updated” date.

The revised terms become effective upon posting unless otherwise stated. Your continued use of the Site after the revised terms become effective constitutes your acceptance of them.

22. Contact

Questions concerning these Terms of Use may be directed to:

+1 (615) 854-8585
contact@mebanewood.com