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Terms of use

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Terms of use

Terms you agree to while using this website or other digital assets

The following terms and conditions (these “Terms”) govern your access to and use of the Hedonova LLC (together with its affiliates, “Hedonova” or “we” or “us”) internet site located at www.hedonova.io and the subpages thereof, including the information, data, tools, software code, illustrations, graphics, other visuals, text, products, services and other content (collectively, the “Content”) available on or through that internet site or the subpages thereof (the web site, subpages, and Content collectively referred to as the “Website”).

By accessing the website you accept these terms in their entirety and you acknowledge and agree that you have read and agree to the terms and their provisions and that you have received a copy of these terms by viewing an internet page that contains a hyperlink to the another page where these terms are displayed, or by any other means.

The terms “you” or “your” refer to both you and any other person or entity on whose behalf you are accessing the Website, as the context requires. We reserve the right to change these Terms at any time by posting modifications on the Website without prior notice to you.

If you do not agree to these Terms or any change thereto, you may refrain from visiting or using the Website.

By visiting or using the Website, you agree to the Terms posted on the Website at that time

Disclaimer; No Offer, Solicitation, or Advice

You acknowledge that: (a) we are a global investment management firm that only advises private investment funds that we have established and we do not provide investment advisory or similar services to any other clients; (b) under no circumstances should any information presented on the Website be used or construed as an offer, or solicitation of any offer, or other form of invitation or inducement to sell or buy any securities, funds, or other investments; it should also not be used to provide a forecast, research, or advice regarding investments, or a recommendation to buy, sell, or hold any security, fund, or other investment, or to pursue any investment style or strategy; (c) we do not give any advice or make any representations as to whether any investment, investment strategy, or whether it is available, appropriate, or suitable in all countries or other locations or for all investors; (d) we make reasonable efforts to provide accurate content on the Website, but it may not necessarily be updated or corrected even if it is inaccurate, outdated, or otherwise inappropriate; and (e) we may change all or any portion of the Website at any time without prior notice to you. You agree that we are not liable for any action or decision you make as a result of relying on any Content.

All content available on or through the website is for informational purposes only. The website's content is not intended to be, and should not be construed as, investment, accounting, tax, or legal advice. If you would like investment, accounting, tax, or legal advice, you should consult with your own financial advisors, accountants, or attorneys about your specific circumstances and needs.

Proprietary Rights

The entire Website is protected by one or more U.S. and international copyrights, patents, database rights, trademarks, service marks and/or other intellectual property and proprietary rights owned by Hedonova and/or third parties. This includes the the look and feel of the website, its design and organization, and the compilation of the Content (all of which, for the avoidance of doubt, are also included in the term the “Website”). Your use of the Website does not grant you ownership or rights to anything you may access there.

Limited License

You may access and view the Content on the Website on your computer or another internet-compatible device. You may make limited copies of some excerpts of the Content on the Website for your personal and non-commercial use only. You may only discuss the information obtained from the Website with your financial advisors, accountants or attorneys, as well as others with whom you evaluate investment decisions.

Prohibited Use

You shall not modify, distribute, transmit, perform, reproduce, publish, license, exploit, create derivative works from, transfer or sell any of the Website or any Content accessed through the Website unless you have received the express written consent of Hedonova and the applicable rights holder. You may not decompile, disassemble or otherwise reverse-engineer all or any portion of the Website. You shall not remove any copyright, trademark, or other proprietary notice or legend that appears on (or is printed from) the Website.

Trademarks

The trademarks, logos, service marks, and trade names (collectively the “Trademarks”) displayed on the Website or on Content available through the Website, including Hedonova, www.hedonova.com, and other indicia of Hedonova and its products and/or services, are registered and unregistered trademarks of ours and others and shall not be used in infringement of applicable rights. Nothing contained on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on the Website without the prior express written consent of Hedonova and the applicable rights holder.

Security

You are solely responsible for the security of your computer system, including using and maintaining appropriate anti-virus, firewall, and backup software. Hedonova disclaims any responsibility or liability for any problem with your computer systems, including any Malware (as defined below) that your computer systems receive as a result of your use of the Website. “Malware” means: (i) program code or programming instruction or set of instructions that disrupt, disable, harm, interfere with, otherwise adversely affect or without authorization access or delete any computer program, information, data, file or operation; or (ii) other code typically described as being malware, a virus, a Trojan horse, a worm, a backdoor or the like.

Monitoring, Reporting, and Other Actions

We reserve the right to monitor and record activity on the Website for any or no reason. We may investigate any complaint or reported violation of our policies. We reserve the right to report any activity that we suspect may violate the laws or regulations to regulators, law enforcement officials, or other persons or entities that as we deem appropriate. We may issue warnings, suspend or terminate use of the Website, deny access to all or part of the Website or take any other action as we deem appropriate, without notice. We reserve the right to terminate, change, suspend, limit, or discontinue any aspect of the Website or the its services, or your access to or use thereof, at any time, and for any reason or no reason, without prior notice.

Personal Information, Cookies & Privacy Policy

We are committed to respecting the privacy and the personal information of the individuals with whom we interact. We have developed a Privacy Policy that describes our privacy policies and practices, including how we collect, utilize, and disclose personal information from visitors to the Website, as well as how we use cookies. By accessing or using the Website or providing any personal information on the Website or otherwise to us, you consent to the collection, processing, use, and sharing of your personal information, as well as our use of cookies, as described in our Privacy Policy. Please see our Privacy Policy for further details.

Information Collection and Use for the Dwolla Platform

In order to use the payment functionality of Hedonova application, you must open a "Dwolla Platform" account provided by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in the Dwolla account are held by Dwolla's financial institution partners as set out in the Dwolla Terms of Service. You authorize Hedonova to share your identity and account data with Dwolla for the purposes of opening and supporting your Dwolla account, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla account through Hedonova's application, and Dwolla account notifications will be sent by Hedonova, not Dwolla. Hedonova will provide customer support for your Dwolla account activity, and can be reached at www.hedonova.io, hello@hedonova.io and/or +1(213)340-1334.

No Offer of Employment

Nothing on the Website constitutes an offer or promise of employment with Hedonova with respect to employment position described on the Website. Without notice, we may eliminate, modify or change any aspects of any employment described on the Website. Any employment offer that may result from your submission of information to us shall be made solely in accordance with the specific terms of such employment offer, not anything on the Website. By submitting your personal information to apply for a position with us, you affirm that all information contained within your submission is accurate and that you have the right to provide us with any and all information.

Eligibility of Use

By accepting the Terms of Service, you represent and warrant that:

You are 18 (eighteen) years of age or older, and if you are acting as a guardian on behalf of a minor, you have the necessary authorization to sign up on the platform and use the services on behalf of the minor.
You are of legal age to enter into a binding contract, are not banned from obtaining the platform services under relevant laws, and are competent to form a binding contract.

Prohibited Conduct

You warrant and agree that, while accessing or using the Website, you shall not:

obtain or attempt to gain unauthorized access to other computer systems, materials, information, or any services available on or through the Website by any means, including methods not intentionally made publicly available or provided for on the Website;
engage in spidering, “screen scraping,” “database scraping,” or any other automatic or unauthorized means of accessing, logging in or registering on the Website, or obtaining lists of users or other information from or through the Website, including any information stored in any server or database connected to the Website;
use the Website in any manner that could interrupt, damage, disable, overburden or impair it or interfere with any other party’s use and enjoyment of the Website, including sending mass unsolicited messages or “flooding” servers with requests;
use the Website in violation of Hedonova's or any third party’s intellectual property or other proprietary or legal rights;
use the Website in violation of any applicable law or the Terms;
attempt (or encourage or support anyone else’s attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with the Website or its services; or
delete any Content on the Website.

Linking to the Website

You agree not to link directly to any page, image, graphic, text, or other Content on the Website, such as using an “in-line” linking method, to cause any Content to be displayed on another web site, unless expressly permitted in writing by us. You agree not to download or use images, videos, or graphics hosted on this Website for any purpose, including posting such images on another website unless expressly permitted in writing by us. You agree not to link from any other website to this Website in such a way that the Website, or any page of the Website, is “framed,” surrounded, or obfuscated by any third-party content, materials, advertising, or branding. We may require that any link to the Website be discontinued, and/or revoke your right and ability to link to the Website from any website at any time.

Third-Party Web Sites

If the Website contains links to a third party website or third-party websites linked to the Website ("Linked Sites"), such links do not constitute an endorsement or sponsorship by us of such sites or any of their contents, and we accept no responsibility for anything on Linked Sites. Any reliance on a Linked Site is done at your own risk and you assume all responsibilities and consequences resulting from such use or reliance.

Disclaimer of warranties: the website and all content are provided “as is,” “as available”, with no express or implied warranty of any kind, including warranties of title, non-infringement, merchantability or fitness for a particular purpose, or warranties arising from a course of dealing or usage of trade and we hereby disclaim any and all such warranties. We, our funds, and our and their directors, officers, managers, advisors, employees, agents, contractors, suppliers, or licensors (all the foregoing collectively, the “protected persons”) make no representations or warranties that the website or its content will be timely, secure, uninterrupted, complete or error-free, or that defects or errors will be corrected. No results or information, whether oral or written, obtained from us or through the website or any content shall create any warranty that is not expressly stated herein. Hedonova and the other protected persons also assume no responsibility for, and shall not be liable for, any damages to, or malware that may infect, your computer equipment or other property on account of your access to, use of, or browsing in the website, or your downloading of any materials, data, text, images, video, audio or other content from the website.

Limitation of liability: To the fullest extent permitted by applicable law, in no event whatsoever shall we or any of the other protected persons be liable for any direct, indirect, special, incidental, consequential, exemplary, or punitive damages including lost business, sales, savings or profit (whether in contract, or tort, including negligence, strict liability or otherwise), in each case, arising from, or directly or indirectly related to, your access to or use of, or the inability to access or use, the website or any content, even if such protected person has been advised of the possibility of such damages. The laws of some jurisdictions do not allow the limitation or exclusion of liability for certain types of damages so, to the extent mandated by such laws, some of the above limitations may not apply to certain users. The parties acknowledge that the limitations of liability set forth above are to survive and remain in effect even if any remedy fails to achieve its essential purpose.

Indemnification

You agree to indemnify, defend and hold harmless each of the Protected Persons from and against any and all suits, losses, claims, demands, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) that arise from or relate to: (a) your access to or use of the Website or any Content; (b) your breach of any provision of these Terms; (c) your violation of any applicable law, statute, ordinance, regulation or of any third party’s rights; or (d) any claim asserted by a third party which, if proven, would put you in breach of any representation, warranty, covenant or other provision of these Terms.

Location of Your Access to the Website

We control and operate the Website from our offices in the United States of America and any access or use of the Website will be deemed to be at our offices in the United States. We make no claims that the Website is appropriate or available for use in other locations. Individuals who choose to access the Website from other locations do so on their own initiative, and are responsible for complying with local laws and regulations, if and to the extent local laws or regulations are applicable. The Website is not directed to any person in any jurisdiction where the publication or availability of the Website is prohibited, due to that person’s nationality, residence, or otherwise. Persons subject to these restrictions must not access the Website.

Contacting the Website

If you have any questions about the Website, or if you would like to submit a complaint or other report to us, please contact us at: hello@hedonova.io.

Governing Law

These Terms shall be construed in accordance with the laws of the State of Delaware, without regard to its choice of law provisions.

Arbitration

You and Hedonova agree that any dispute that arises between the parties relating to any of the Websites or these Terms that cannot be resolved informally will be submitted to binding arbitration pursuant to the rules of the American Arbitration Association in the state of Delaware. Regarding the resolution of any dispute, you understand that:

Arbitration is final and binding. By agreeing to arbitration, you waive your right to resolve disputes in court, including the right to a jury trial. Arbitration is different from a court proceeding and is generally more limited. The arbitrator’s decision is not required to include factual findings or legal reasoning. Your right to appeal or seek to modify the arbitrator’s rulings is strictly limited.
Additional Terms. Certain pages or Content on or accessible through this Website may contain separate terms and conditions, which are in addition to these Terms. In the event of a conflict, the additional terms and conditions will govern such pages or Content, as the case may be.

Miscellaneous

By using the Website, you represent and warrant that you agree to abide by and that you are fully able and capable of complying with all of the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms. Your and our respective representations, warranties, obligations, rights, and remedies herein shall be deemed cumulative, and any party’s exercise of any one of its rights or remedies shall not preclude such party’s exercise of any other right or remedy then available to it (whether hereunder, another written, signed contract or at law or in equity). Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. The Protected Persons are third-party beneficiaries of these Terms.

Nothing in these Terms, express or implied, is intended to or shall confer upon any other person other than you, us, or the Protected Persons any rights, benefits, or remedies of any nature whatsoever. Without limiting the generality of the foregoing, no provision herein shall be for the benefit of or enforceable by any of our or your creditors. You shall not assign these Terms or delegate any of your obligations under these Terms. Any purported assignment of these Terms in violation hereof is void.

The Terms constitute the entire understanding and supersede all other understandings, between you and Hedonova concerning the subject matter hereof. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms will remain in full force and effect.

As used in these Terms, unless the context otherwise requires, (i) words in the singular number or in the plural number shall each include the singular number and the plural number, (ii) the use of any gender shall include all genders, (iii) “including” (and any of its derivative forms, e.g. “includes”) means including but not limited to, and (iv) “will”, “should”, “must” and “shall” are expressions of command, not merely expressions of future intent or expectation.

Updated December 2022

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Legal

Important

Disclosure

Hedonova's security offering is SEC qualified under 506(c) exemption of Regulation D of the Securities Act of 1933. Please visit the SEC's EDGAR database for qualification documents. Before you invest, you should review the Form CRS and Form BI.

ISIN: US42280H1059

CUSIP: 42280 H105

Bloomberg: BBG019Y1VK73

This website contains certain forward-looking statements that are subject to various risks and uncertainties. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “outlook,” “seek,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” or other similar words or expressions. Forward-looking statements are based on certain assumptions, discuss future expectations, describe future plans and strategies, or state other forward-looking information. Our ability to predict future events, actions, plans or strategies is inherently uncertain and actual outcomes could differ materially from those set forth or anticipated in our forward-looking statements. You are cautioned not to place undue reliance on any of these forward-looking statements.

We are "testing the waters" under Regulation D under the Securities Act of 1933. The information contained on the Hedonova.com website has been prepared by Hedonova without reference to any particular user’s investment requirements or financial situation. Potential investors are encouraged to consult with professional tax, legal, and financial advisors before making any investment into a Hedonova offering. All investments involve risk, including the risk of the loss of all of your invested capital. Please consider carefully the investment objectives, risks, transaction costs, and other expenses related to an investment prior to deciding to invest. Diversification and asset allocation do not ensure profit or guarantee against loss. Investment decisions should be based on an individual’s own goals, time horizon, and tolerance for risk.

Our materials may include historical appreciation percentages that are based on historical price trends. Such information is not intended to be indicative of returns that would have been achieved on Hedonova shares during such periods. Fees, expenses and other factors will create significant differences between the performance of an investment in Hedonova's securities and investment appreciation rates.

The information contained herein neither constitutes an offer for nor a solicitation of interest in any specific securities offering. For any proposed offering pursuant to an offering statement that has not yet been qualified by the SEC, no money or other consideration is being solicited, and if sent in response, will not be accepted. No offer to buy the securities can be accepted and no part of the purchase price can be received until the offering statement has been qualified by the SEC. Any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of acceptance given after the date of qualification. An indication of interest involves no obligation or commitment of any kind.

Hedonova LLC is located at 8, The Green, Suite B, City of Dover, Delaware 19901.

Hedonova Bahamas LLC is located at Suite 205A, Saffrey Square, Bay Street, N9934, Nassau, The Bahamas.

All copyrights and trademarks belong to Hedonova LLC.

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Hedonova's security offering are SEC qualified under 506(c) exemption of Regulation D of the Securities Act of 1933. Please visit SEC's EDGAR database for qualification documents. Before you invest, you should review the Form CRS.

Hedonova LLC is located at 8, The Green, Suite B, City of Dover, Delaware 19901. All copyrights and trademarks belong to Hedonova LLC and Hedonova Research LLC

Hedonova Bahamas LLC is located at Suite 205A, Saffrey Square, Bay Street, N9934, Nassau, The Bahamas.

ISIN: US42280H1059

CUSIP: 42280H 105

Bloomberg: BBG019Y1VK73

Read full disclosure here.

Important

General Disclosure

Hedonova.io, LLC (together with its affiliated entities, collectively "Hedonova") operates a website at www.hedonova.io (the "Site" or “Hedonova Platform”). The information contained on the Site that is generally available to non-members (i.e. persons who have not established a user profile) neither constitutes an offer for nor a solicitation of interest in any securities offering. If an indication of interest or reservation is provided, it may be withdrawn or revoked, without obligation or commitment of any kind prior to being confirmed by the investor and accepted by Hedonova and any offer, solicitation or sale of any securities will be made only by means of an offering circular, private placement memorandum, or prospectus. Any person considering investing in an offering referenced on the Site should carefully review the documents on file with the Securities and Exchange Commission (the “SEC”) relating to such an offering. An exempt offering of shares or interests will only be made pursuant to the relevant Offering Circular or Private Placement Memorandum (a ”Memorandum”) and subscription documents. The Site contains active hyperlinks to such information and, with respect to public offerings pursuant to Regulation A, it can be found under the name of the respective issuer entity on www.sec.gov. None of the information on the Site or in other promotional materials distributed by Hedonova is a substitute for such detailed information filed with the SEC (“SEC Materials”) or set forth in a Memorandum. We refer to SEC Materials together with all information on the Site (including this Important Disclosure) and other promotional materials distributed by Hedonova as “Materials”. The information contained herein will be qualified in its entirety by reference to the SEC Materials, Memorandums and other agreements and documents referred to therein, which contain additional information about the investment objective, terms, risks, and conditions of an investment.

Except as otherwise indicated, the Site is maintained by Hedonova in its sole and absolute discretion and Hedonova is solely responsible for the content on this website. No broker-dealer member of FINRA is or has been involved in the development or dissemination of this website, but any page(s) on the password-protected portion of the Site that identify a broker-dealer or that are otherwise used by a representative of a broker-dealer in connection with sales activities are reviewed and approved by a principal of the broker-dealer. Broker-dealers licensed with FINRA may participate in offerings sponsored by Hedonova as underwriters or placement agents.

Nothing contained herein shall be deemed to be binding against, or to create any obligations or commitment on the part of, any potential investor, the offering sponsors, or the respective affiliates. No person has been authorized to give any information or make any representation or warranty regarding the subject matter hereof, either express or implied, and, if given or made on this website, in other materials, or verbally, such information, representation, or warranty cannot and should not be relied upon, nor is any representation or warranty made as to the accuracy, content, suitability, or completeness of the information, analysis, or conclusions, or any information furnished in connection herewith contained in this presentation.

Past performance is no guarantee of future results and past historical appreciation rates of artwork may not be indicative of future appreciation rates. An investor can lose money. Diversification and asset allocation do not ensure a profit or guarantee against loss. Investment decisions should be based on an individual’s own goals, time horizon, and tolerance for risk.

Hedonova.io and its affiliates are independent and unaffiliated with any broker-dealer participating in a securities offering conducted through the Site. Any securities transactions or related activities by Hedonova affiliated entities are conducted by registered representatives of one or more FINRA-licensed broker-dealers, or by Hedonova associated persons in their capacity as a “principal” to the transaction pursuant to SEC Rule 3a4-1.

No money or other consideration is being solicited, and will not be accepted without such potential investor having been provided the applicable offering document. Joining the Site neither constitutes an indication of interest or reservation of shares in any offering nor involves any obligation or commitment of any kind.

There can be no assurance that an investment mix or any actual performance or appreciation rate shown on the Site will lead to the expected results shown or perform in any predictable manner. It should not be assumed that investors will experience returns in the future, if any, comparable to those shown or that any or all investors on the Site experienced such returns. Likewise, it should not be assumed that historical artwork appreciation rates are predictive of future appreciation rates.

The information presented on the Site regarding each offering merely constitutes a summary of such information and is qualified in its entirety by the disclosure contained in each issuer's offering circular or Memorandum available on the Site. There can be no guarantee that any offering available on the Site will achieve its business objectives or that a painting or collection of paintings will appreciate in value or be able to be sold.

Offers to sell, or the solicitations of offers to buy, any security can only be made through official offering documents that contain important information about risks, fees and expenses. Investors should conduct their own due diligence, not rely on the financial assumptions or estimates displayed on the Site, and are encouraged to consult with a financial advisor, attorney, accountant, and any other professional that can help you to understand and assess the risks associated with any investment opportunity.

Neither the SEC nor any state securities commission or regulatory authority approved, passed upon or endorsed the merits of any investment on the Site. Each investor should always carefully consider investments in any security and be comfortable with his/her understanding of the investment. Investors should not construe any Materials as tax, legal or investment advice. Investors are urged to seek independent advice from their own advisors for legal, tax or investment advice.

All product names, logos, and brands are property of their respective owners. Use of these names, logos, and brands is for identification purposes only, and does not imply endorsement or affiliation.

Services available on the Site do not constitute "crowdfunding" as described in Title III of the Jumpstart Our Business Startups Act ("JOBS Act"). Hedonova is not registered as a broker-dealer and is not a member of FINRA. Hedonova is not registered as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”) and the membership interests do not have the benefit of the protections of the Investment Company Act. Furthermore, Hedonova is not registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”), and the members of Hedonova issuers will not have the benefit of the protections of the Investment Advisers Act. Neither FINRA, the SEC or any other regulatory organization endorses, indemnifies, or guarantees any offering referenced on this website. The SEC does not pass upon the merits of or give its approval to any securities offered or the terms of any offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation materials.

No offeree will be accepted as a subscriber who does not make the representations set forth in the subscription agreement accompanying each Memorandum or Offering Circular, including, when applicable, the representation that such offeree is an accredited investor and is acquiring the membership interests for investment and not with a view to resale or distribution thereof in violation of applicable securities laws, and, when applicable, that the investment amount does not exceed 10% of the offeree’s net worth or annual income. Investors also will be required to represent that they are familiar with and understand the terms of each relevant offering, among other things. Investors may also be required to provide additional information to verify their identity or investor status.

The shares will not be offered or sold to prospective investors subject to the Employee Retirement Income Security Act of 1974 and regulations thereunder, as amended (“ERISA”).

Investors are urged to review the disclaimers, Hedonova Terms of Use and Privacy Policy and cautionary statement regarding forward-looking statements at the bottom of the landing page of the Site.

This Important Disclosure is deemed to be incorporated by reference in its entirety into any social media communication, advertisement, email or other communication which contains a link to this page at www.hedonova.io/disclaimer.