Marimont Capital

Terms and Conditions

IMPORTANT NOTICE REGARDING ACCESS RESTRICTIONS

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING THIS WEBSITE

MARIEMONT CAPITAL LLC
PRIVATE AND CONFIDENTIAL

An Ohio Limited Liability Company

STRICT ACCESS WARNING

THIS WEBSITE IS STRICTLY LIMITED TO QUALIFIED INVESTORS WITH PRE-EXISTING RELATIONSHIPS WITH MARIEMONT CAPITAL. UNAUTHORIZED ACCESS IS PROHIBITED AND MAY BE SUBJECT TO CRIMINAL AND CIVIL PENALTIES. BY ACCESSING THIS WEBSITE, YOU CONSENT TO MONITORING AND RECORDING OF ALL ACTIVITIES.

1. ACCESS RESTRICTIONS AND QUALIFICATIONS

By accessing this website, you acknowledge and represent that:

1.1 Accredited Investor Status

You are an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), which means you meet one or more of the following criteria:

For Individual Investors:

  • Your individual net worth, or joint net worth with your spouse or spousal equivalent, exceeds $1,000,000 (excluding the value of your primary residence); OR
  • Your individual income exceeded $200,000 in each of the two most recent years, or joint income with your spouse or spousal equivalent exceeded $300,000 in each of those years, and you have a reasonable expectation of reaching the same income level in the current year; OR
  • You hold in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the SEC has designated as qualifying an individual for accredited investor status; OR
  • You are a “knowledgeable employee” of the fund as defined in Rule 3c-5(a)(4) under the Investment Company Act of 1940.

For Entity Investors:

  • You represent an entity with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered; OR
  • You represent an entity in which all of the equity owners are accredited investors; OR
  • You qualify as an accredited investor under any other applicable category in Rule 501(a).

1.2 Qualified Client Status (if applicable)

If required by the fund, you also represent that you are a “qualified client” as defined in Rule 205-3 under the Investment Advisers Act of 1940, meaning:

  • You have at least $1,100,000 under management with the investment adviser; OR
  • Your net worth (individually or jointly with your spouse) exceeds $2,200,000; OR
  • You are a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act of 1940; OR
  • You are an executive officer, director, trustee, or general partner of the investment adviser or fund.

2. JURISDICTIONAL RESTRICTIONS

By accessing this website, you represent and warrant that:

  • You are accessing this website from a jurisdiction where such access is legal and permitted;
  • You are not accessing this website from any jurisdiction where the distribution of the information contained herein would be contrary to applicable law or regulation;
  • If you are accessing this website from outside the United States, you are doing so on your own initiative and are responsible for compliance with all applicable local laws and regulations.

3. NO GENERAL SOLICITATION OR ADVERTISING

This website and its contents do not constitute a general solicitation or general advertising. Access is strictly limited to persons who:

  • Have a pre-existing, substantive relationship with Mariemont Capital or its affiliates established through:
    • Prior investment in Mariemont Capital funds;
    • Direct personal introduction by existing investors or advisors;
    • Professional relationships with principals of Mariemont Capital;
    • Documented business dealings with Mariemont Capital or its affiliates;
  • Have been specifically invited to access this website through direct, personalized communication from an authorized representative of Mariemont Capital;
  • Are sophisticated investors who have demonstrated knowledge and experience in evaluating private investment funds;
  • Are accessing this website solely for the purpose of evaluating a potential investment opportunity that was not initiated through any form of general solicitation or general advertising.

You represent and warrant that you learned of Mariemont Capital through means other than general solicitation or advertising and that your relationship with Mariemont Capital pre-dates your access to this website. Any person who does not meet these requirements is strictly prohibited from accessing this website and must exit immediately.

4. INVESTMENT RISKS, DISCLAIMERS, AND MINIMUM REQUIREMENTS

By accessing this website, you acknowledge that:

  • Any investment in the fund involves substantial risk, including the risk of total loss;
  • The securities offered have not been registered under the Securities Act or Ohio securities laws;
  • The securities are being offered in reliance on exemptions from registration requirements under federal and Ohio law;
  • The securities may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws;
  • You are accessing this information for your own account and not as an agent for any other person;
  • You have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a potential investment;
  • The minimum initial investment in Mariemont Capital funds is $300,000, subject to waiver at the sole discretion of the General Partner;
  • You have the financial capacity to bear the economic risk of a total loss of your investment.

5. CONFIDENTIALITY AND RESTRICTED USE

All information contained on this website is proprietary and confidential. By accessing this website, you agree to:

  • Maintain the confidentiality of all information obtained through this website in perpetuity;
  • Not reproduce, retransmit, or redistribute any information from this website without prior written consent from an authorized officer of Mariemont Capital;
  • Use the information solely for the purpose of evaluating a potential investment in the fund for your own account;
  • Not use any information for any unlawful purpose or in violation of any applicable laws or regulations;
  • Not use any information obtained for market manipulation, insider trading, or any other improper trading activities;
  • Immediately destroy or return all information upon request by Mariemont Capital;
  • Not reverse engineer, analyze, or attempt to discover any investment strategies, models, or methodologies from the information provided;
  • Not share login credentials or otherwise facilitate access by unauthorized persons.

You acknowledge that breach of these confidentiality obligations may cause irreparable harm to Mariemont Capital for which monetary damages would be inadequate, and consent to the entry of injunctive relief without bond.

6. NO OFFER OR SOLICITATION

The information on this website is for informational purposes only and does not constitute:

  • An offer to sell or a solicitation of an offer to buy any securities;
  • Investment, legal, tax, or accounting advice;
  • A recommendation to invest in the fund or any other investment product.

Any offer or sale of securities will be made only pursuant to a confidential private placement memorandum and subscription documents, which will be furnished to qualified investors on a confidential basis.

7. VERIFICATION REQUIREMENTS

Before being granted full access to investment information, you may be required to:

  • Provide documentation verifying your accredited investor status;
  • Complete investor qualification questionnaires;
  • Execute appropriate confidentiality agreements;
  • Provide additional information as required for compliance with applicable laws and regulations.

8. MONITORING, ENFORCEMENT, AND REMEDIES

Mariemont Capital reserves the right to:

  • Monitor, record, and retain all access to and use of this website, including IP addresses, device information, access times, and pages viewed;
  • Deny or revoke access at any time without notice for any reason or no reason;
  • Take immediate legal action against any unauthorized access or use, including seeking injunctive relief and monetary damages;
  • Report any suspicious activity or unauthorized access to appropriate regulatory authorities, including the SEC and FBI;
  • Pursue all available remedies at law and in equity, including actual damages, statutory damages, punitive damages, attorneys’ fees, and costs;
  • Implement technological measures to prevent unauthorized access, including IP blocking and geographic restrictions.

You acknowledge that unauthorized access to this website may constitute:

  • Violation of federal and state securities laws, including the Securities Act of 1933, the Securities Exchange Act of 1934, and Ohio Revised Code Chapter 1707;
  • Violation of the Computer Fraud and Abuse Act (18 U.S.C. § 1030);
  • Breach of contract subject to liquidated damages of $100,000 per instance of unauthorized access;
  • Criminal trespass and unauthorized access to computer systems;
  • Wire fraud under 18 U.S.C. § 1343;
  • Conspiracy to commit securities fraud under 18 U.S.C. § 371.

You agree that the liquidated damages amount is reasonable given the difficulty of calculating actual damages from unauthorized access to proprietary investment information. You further acknowledge that Mariemont Capital shall be entitled to specific performance and injunctive relief, without bond, in addition to all other remedies.

9. BAD ACTOR DISQUALIFICATIONS

By accessing this website, you represent and warrant that neither you nor any of your affiliates are subject to any “Bad Actor” disqualifications under Rule 506(d) of Regulation D, including but not limited to:

  • Criminal convictions related to securities, commodities, or financial services;
  • Court injunctions or restraining orders related to securities violations;
  • Final orders from state or federal regulators;
  • SEC disciplinary orders or cease and desist orders;
  • Suspension or expulsion from membership in securities self-regulatory organizations;
  • SEC stop orders or orders suspending the Regulation A exemption;
  • U.S. Postal Service false representation orders.

If you become subject to any such disqualification, you must immediately cease accessing this website and notify Mariemont Capital.

10. ACCURACY OF REPRESENTATIONS AND WARRANTIES

By clicking “Accept” or otherwise accessing this website, you certify, represent, and warrant that:

  • All representations made herein are true, complete, and accurate in all material respects;
  • You have full legal capacity and authority to enter into these Terms and Conditions;
  • Your access to this website will not violate any applicable law, regulation, court order, or contractual restriction;
  • You are not accessing this website on behalf of any person or entity that would not independently qualify under these Terms;
  • You understand that Mariemont Capital will rely on these representations in granting access to confidential information;
  • You acknowledge that any false representation constitutes securities fraud and may subject you to criminal and civil penalties.

You acknowledge that providing false information in connection with accessing this website may constitute a violation of federal securities laws, including Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, as well as violations of Ohio Revised Code Chapter 1707 (Ohio Securities Act).

11. INDEMNIFICATION AND HOLD HARMLESS

You agree to indemnify, defend, and hold harmless Mariemont Capital LLC, its affiliates, members, managers, officers, employees, agents, and representatives (collectively, “Indemnified Parties”) from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to:

  • Your breach of these Terms and Conditions;
  • Your unauthorized access to or use of this website;
  • Any false or misleading representation made by you;
  • Your violation of any applicable law or regulation;
  • Your violation of any third-party rights;
  • Any actions taken by Mariemont Capital in response to your breach.

This indemnification obligation shall survive the termination of these Terms and Conditions and your access to this website.

10. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles.

Any dispute arising out of or relating to these Terms and Conditions or your access to this website shall be resolved exclusively through binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted in Wilmington, Delaware, before a single arbitrator experienced in securities law matters. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

You hereby irrevocably waive any right to a jury trial and any right to pursue claims on a class action or representative basis.

11. ELECTRONIC DELIVERY CONSENT

By accessing this website, you consent to electronic delivery of all documents, notices, and information related to your evaluation of the fund.

12. UPDATES AND MODIFICATIONS

These Terms and Conditions may be updated or modified at any time without notice. Continued access to this website constitutes acceptance of any such updates or modifications.

14. ANTI-MONEY LAUNDERING AND OFAC COMPLIANCE

By accessing this website, you represent and warrant that:

  • You are not a person or entity named on any list of prohibited or restricted parties maintained by the United States government, including the Treasury Department’s Office of Foreign Assets Control (OFAC) Specially Designated Nationals List, or any similar list maintained by any other country;
  • You are not a resident of, or located in, any country subject to U.S. economic sanctions, including but not limited to Cuba, Iran, North Korea, Syria, or the Crimea region;
  • Your funds are not derived from illegal activities;
  • You will comply with all applicable anti-money laundering and counter-terrorist financing laws and regulations;
  • You will provide any documentation requested by Mariemont Capital to verify your identity and source of funds.

15. TAX COMPLIANCE AND ERISA STATUS

By accessing this website, you acknowledge and represent that:

  • You understand that investment in Mariemont Capital funds may have significant tax consequences;
  • You have consulted or will consult with your own tax advisors regarding such consequences;
  • You will comply with all applicable tax laws and reporting requirements;
  • If you are a tax-exempt entity, you have considered issues related to unrelated business taxable income (UBTI);
  • If you are subject to ERISA, you represent that your investment will not cause Mariemont Capital to hold “plan assets” under ERISA;
  • You will promptly notify Mariemont Capital of any change in your tax or ERISA status.

16. DATA PRIVACY AND COOKIES

By accessing this website, you acknowledge and consent to:

  • The collection, storage, and processing of your personal information, technical data, and usage information;
  • The use of cookies, web beacons, pixel tags, and similar tracking technologies;
  • The retention of all data for up to ten (10) years for regulatory compliance and legal purposes;
  • The sharing of your information with regulatory authorities as required by law;
  • The transfer of your data to servers located in the United States;
  • The use of your information to verify your qualifications and monitor compliance with these Terms.

All data collection and processing will be conducted in accordance with our Privacy Policy, which is incorporated herein by reference.

17. SEVERABILITY AND ENTIRE AGREEMENT

If any provision of these Terms and Conditions is found to be invalid or unenforceable under Ohio law, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be replaced with a valid and enforceable provision that most closely matches the intent of the original provision. These Terms and Conditions, together with our Privacy Policy, constitute the entire agreement between you and Mariemont Capital regarding access to this website and supersede all prior agreements and understandings.

18. NO WAIVER

No failure or delay by Mariemont Capital in exercising any right, power, or privilege under these Terms and Conditions shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided herein are cumulative and not exclusive of any rights or remedies provided by law.

19. SURVIVAL

All provisions of these Terms and Conditions that by their nature should survive termination shall survive indefinitely, including but not limited to: confidentiality obligations, indemnification, limitations of liability, dispute resolution, governing law, and all representations and warranties.

20. FORCE MAJEURE

Mariemont Capital shall not be liable for any failure or delay in performance under these Terms and Conditions that results from any cause beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

21. ASSIGNMENT AND BINDING EFFECT

You may not assign, transfer, or delegate any rights or obligations under these Terms and Conditions without the prior written consent of Mariemont Capital. Any attempted assignment in violation of this provision shall be null and void. Mariemont Capital may freely assign these Terms and Conditions without your consent. These Terms and Conditions shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

22. NOTICES

All notices required or permitted under these Terms and Conditions shall be in writing and delivered to Mariemont Capital at the address listed below. Mariemont Capital may provide notice to you at the email address or physical address provided during the qualification process. Electronic notice shall be deemed received upon transmission.

23. ELECTRONIC SIGNATURES AND ACCEPTANCE

By clicking “I ACCEPT” or otherwise accessing any restricted portions of this website, you agree that such action constitutes your electronic signature and has the same legal force and effect as a handwritten signature. You consent to the use of electronic signatures and agree that your electronic acceptance of these Terms and Conditions is legally binding and enforceable. You waive any rights or requirements under any laws or regulations in any jurisdiction that require an original signature or delivery or retention of non-electronic records.

Your acceptance of these Terms and Conditions will be recorded with a timestamp, IP address, and other identifying information. This record shall serve as conclusive evidence of your acceptance and agreement to be bound by these Terms and Conditions.

24. FINAL ACKNOWLEDGMENTS

BY ACCEPTING THESE TERMS, YOU SPECIFICALLY ACKNOWLEDGE THAT:

  • You have had the opportunity to review these Terms and Conditions with legal counsel of your choosing;
  • You are sophisticated in financial matters and capable of evaluating investment risks;
  • You understand that access to this website is a privilege, not a right;
  • Mariemont Capital has made no representations or warranties regarding any potential investment returns;
  • You are not relying on Mariemont Capital for legal, tax, or investment advice;
  • These Terms and Conditions may be more restrictive than typical website terms due to securities law requirements;
  • Violation of these Terms and Conditions may result in both civil and criminal prosecution.

BY CLICKING “I ACCEPT” BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS IN THEIR ENTIRETY, AND THAT YOU MEET ALL QUALIFICATION REQUIREMENTS STATED HEREIN. YOU FURTHER ACKNOWLEDGE THAT ANY FALSE REPRESENTATION MAY SUBJECT YOU TO CRIMINAL AND CIVIL LIABILITY.

IF YOU DO NOT MEET THESE QUALIFICATIONS OR DO NOT AGREE TO THESE TERMS, YOU MUST EXIT THIS WEBSITE IMMEDIATELY. CONTINUED ACCESS WITHOUT AUTHORIZATION CONSTITUTES A FEDERAL CRIME.

Last Updated: June 4, 2025

Mariemont Capital LLC
An Ohio Limited Liability Company
6965 Miami Avenue
Cincinnati, Ohio 45243
For compliance inquiries: kt@mariemontcapital.com
Phone: (513) 535-0576

Securities offered through Mariemont Capital are not FDIC insured, not bank guaranteed, and may lose value. Past performance is not indicative of future results. This website is operated and maintained by Mariemont Capital LLC, an Ohio limited liability company and investment adviser registered with the Securities and Exchange Commission. Mariemont Capital has filed all required notices with the Ohio Division of Securities.