Terms of Service

01. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you or the entity you represent ("Client," "you," or "your") and Aureon Capital LLC, a limited liability company organized under the laws of the State of Wyoming ("Aureon Capital," "we," "us," or "our").

By accessing our website at aureoncapital.net, submitting an inquiry through our contact form, executing an engagement letter or retainer agreement, or making any payment to Aureon Capital for advisory services, you acknowledge that you have read, understood, and agree to be bound by these Terms, including any additional terms incorporated herein by reference, such as our Privacy Policy.

These Terms apply to all visitors to our website and to all prospective and current clients of Aureon Capital. If you do not agree with any provision of these Terms, you must discontinue use of our website and refrain from engaging our services.

Aureon Capital reserves the right to modify these Terms at any time. Changes will be effective upon posting to the Site with an updated effective date. Your continued engagement with us after the posting of revised Terms constitutes your acceptance of those changes. We encourage you to review these Terms periodically.

02. Description of Services

Aureon Capital LLC is a business advisory and strategic consulting firm headquartered in Sheridan, Wyoming. We provide institutional-quality advisory support to business owners, executives, entrepreneurs, and entities navigating growth, capital structure, and strategic transformation. Our services include, but are not limited to:

• Business Advisory: strategic assessment, operational review, organizational design, and executive-level guidance to help clients define and execute their growth objectives.
• Capital Structuring: advisory on optimal capital structure, debt-to-equity strategy, pre-investment readiness, and coordination with prospective capital sources. We advise on structure; we do not raise capital on a commission basis or act as a placement agent.
• Investment Holding Advice: consulting on the formation and management of holding company structures, intercompany arrangements, and entity-level strategy for multi-entity businesses and family offices.
• Strategic Partnerships: facilitation and advisory in connection with identifying, evaluating, negotiating, and structuring strategic alliances, joint ventures, and commercial partnerships.
• Consulting Retainers: ongoing advisory relationships on a monthly or quarterly retainer basis, providing sustained access to Aureon Capital's principals and advisory network.
• Transaction Advisory: advisory in connection with mergers, acquisitions, divestitures, and business sales, including due diligence support and transaction structuring guidance.

The specific scope of services provided to any individual client will be defined in a separate written engagement letter, retainer agreement, or statement of work ("Engagement Agreement"). In the event of a conflict between these Terms and a specific Engagement Agreement, the Engagement Agreement shall govern with respect to the specific engagement.

03. Engagement & Scope

All formal engagements with Aureon Capital are initiated and governed by a written Engagement Agreement, which sets forth the specific services to be provided, the applicable fees and payment schedule, deliverables, timelines, and any other terms specific to the engagement. No advisory relationship is formed by virtue of a website inquiry, preliminary consultation, or exchange of email correspondence alone.

The scope of each engagement is strictly limited to the services expressly described in the applicable Engagement Agreement. Aureon Capital shall not be obligated to perform services outside of such defined scope unless a written amendment or new statement of work has been executed by both parties.

Client Responsibilities

The Client agrees to cooperate with Aureon Capital in connection with the performance of services by:

• Providing accurate, complete, and timely information, materials, and access to personnel reasonably required for Aureon Capital to perform its services.
• Making timely decisions and designating an authorized representative to communicate with Aureon Capital on the Client's behalf.
• Notifying Aureon Capital promptly of any changes in circumstances that may materially affect the scope or direction of the engagement.
• Reviewing and approving deliverables within agreed timelines.

Aureon Capital's ability to perform its obligations is contingent upon the Client's timely fulfillment of its responsibilities. Delays caused by the Client may result in revised timelines and, where applicable, additional fees for rescheduling or re-engagement.

Independent Contractors

Aureon Capital and its principals operate as independent contractors and not as employees, partners, joint venturers, or agents of the Client. Nothing in these Terms or any Engagement Agreement shall create an employment relationship or partnership between the parties. Aureon Capital retains the right to determine the manner and means by which services are performed, subject to the requirements of the applicable Engagement Agreement.

04. Fees and Payment

Aureon Capital's fees are set forth in each individual Engagement Agreement. Fee structures may take one or more of the following forms:

Payment Terms

All invoices are payable within 30 calendar days of the invoice date unless otherwise specified in the Engagement Agreement. Payments shall be made by bank wire transfer, ACH, or such other method as agreed between the parties. All fees are denominated in US Dollars unless otherwise agreed.

Invoices not paid within 30 days shall accrue interest at a rate of 1.5% per month (18% per annum), or the maximum rate permitted by applicable law, whichever is lower, calculated from the due date until the date of full payment. Aureon Capital also reserves the right to suspend services without liability upon 5 days' written notice if any invoice remains unpaid after 45 days.

Expenses

Unless otherwise specified in the Engagement Agreement, reasonable and pre-approved out-of-pocket expenses incurred by Aureon Capital in the performance of services (including travel, accommodation, and third-party data or service costs) will be billed to the Client at cost, with supporting documentation.

Taxes

Fees do not include applicable taxes, levies, or duties. The Client is responsible for all taxes imposed on the services received, excluding taxes on Aureon Capital's income. If the Client is required by law to withhold any taxes from payments to Aureon Capital, the Client shall gross up such payments so that Aureon Capital receives the full invoiced amount after withholding.

05. No Regulated Financial Advice

Aureon Capital LLC is not a registered investment adviser, broker-dealer, commodity trading adviser, bank, insurance company, or any other type of regulated financial services provider. Nothing in any communication, proposal, engagement letter, report, presentation, or other output produced by Aureon Capital constitutes investment advice, a solicitation or recommendation to buy or sell any security, a recommendation to enter into any financial transaction, or financial planning advice within the meaning of the Investment Advisers Act of 1940, the Securities Exchange Act of 1934, or any applicable state or foreign securities law.

Our advisory services are strategic and operational in nature. While we may discuss topics such as capital markets, financing structures, valuation frameworks, or investor landscape as part of our advisory work, such discussions are informational and contextual and should not be construed as personalized financial advice. Clients should consult licensed and regulated professionals — including registered investment advisers, securities attorneys, and certified accountants — before making any investment or financial decision.

Past results achieved by Aureon Capital or its principals in advisory engagements are not indicative of future outcomes. Business advisory services involve inherent uncertainty, and no guarantee of results is made or implied.

06. Confidentiality

Each party acknowledges that in the course of the advisory relationship, it may receive or have access to confidential and proprietary information belonging to the other party ("Confidential Information"). Confidential Information includes, without limitation, business plans, financial data, strategic analyses, client lists, technical information, trade secrets, pricing, and any other information that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Obligations

Each party agrees to: (a) hold the other party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care; (b) not disclose Confidential Information to any third party without the prior written consent of the disclosing party, except to employees or contractors who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) use Confidential Information solely for the purposes of the advisory engagement.

Exclusions

Confidentiality obligations do not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is independently developed by the receiving party without use of or reference to the Confidential Information; or (iv) is required to be disclosed by applicable law, court order, or governmental authority, provided that the receiving party gives the disclosing party prompt written notice and cooperates in seeking a protective order.

Survival

Confidentiality obligations under this Section shall survive the termination or expiration of any engagement for a period of five (5) years, and indefinitely with respect to trade secrets under applicable law.

Aureon Capital treats all client information as inherently confidential and will not disclose client names, engagement details, or any client-specific information in marketing materials or public communications without the Client's prior written consent.

07. Intellectual Property

The parties acknowledge and agree that each retains ownership of their respective pre-existing intellectual property. These Terms do not transfer ownership of any party's pre-existing intellectual property to the other party.

Aureon Capital's Materials

Aureon Capital retains all right, title, and interest in and to its proprietary methodologies, frameworks, analytical tools, templates, processes, know-how, databases, and general intellectual capital developed independently of any particular client engagement ("Aureon IP"). Any deliverable or work product that incorporates or is derived from Aureon IP is provided to the Client under a limited, non-exclusive, non-transferable license for the Client's internal business purposes only.

Client Materials

The Client retains all right, title, and interest in and to all information, data, documents, and materials provided to Aureon Capital for the purposes of the engagement ("Client Materials"). The Client grants Aureon Capital a limited, non-exclusive license to use Client Materials solely for the purpose of performing the agreed services.

Work Product

Unless otherwise expressly agreed in writing in the applicable Engagement Agreement, deliverables produced by Aureon Capital specifically for the Client under a project-based engagement (excluding any Aureon IP incorporated therein) shall, upon full payment of all fees, be owned by the Client. Aureon Capital retains the right to use anonymized, aggregated insights derived from client engagements for its own internal learning and service improvement purposes, provided such use cannot be used to identify the Client or its confidential information.

Website and Brand

All content on the Aureon Capital website — including text, graphics, logos, icons, images, page layouts, and software — is the property of Aureon Capital LLC and is protected by applicable US and international copyright and trademark law. You may not reproduce, distribute, modify, or create derivative works from any website content without our express written permission.

08. Term and Termination

These Terms remain in effect for as long as you use our website or maintain any advisory engagement with Aureon Capital. Individual engagement terms are governed by the applicable Engagement Agreement.

Termination for Convenience

Either party may terminate an advisory engagement for any reason upon 30 days' prior written notice to the other party. Notice must be delivered by email with confirmation of receipt or by certified mail to the addresses set forth in the applicable Engagement Agreement.

Termination for Cause

Either party may terminate an engagement immediately upon written notice if the other party: (a) commits a material breach of these Terms or the Engagement Agreement and fails to cure such breach within 14 days of written notice specifying the breach; (b) becomes insolvent, makes an assignment for the benefit of creditors, or is subject to bankruptcy, receivership, or similar proceedings; or (c) engages in conduct constituting fraud, willful misconduct, or gross negligence in connection with the engagement.

Effect of Termination

Upon termination or expiration of an engagement:

• All fees earned and expenses incurred by Aureon Capital through the effective date of termination are due and payable within 14 days. Fees earned to date of termination are non-refundable, including any portion of a prepaid retainer attributable to services already performed.
• Any unused portion of a prepaid retainer attributable to services not yet performed (if termination occurs before the start of a prepaid period) will be refunded on a pro-rata basis at Aureon Capital's discretion and as specified in the Engagement Agreement.
• Each party shall promptly return or destroy the other party's Confidential Information, except as required by law or to the extent incorporated in legal records that must be retained.
• Provisions of these Terms that by their nature should survive termination — including confidentiality, intellectual property, limitation of liability, indemnification, and dispute resolution — shall survive.

09. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AUREON CAPITAL LLC PROVIDES ALL ADVISORY SERVICES, WEBSITE CONTENT, AND DELIVERABLES ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

AUREON CAPITAL EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, AUREON CAPITAL DOES NOT REPRESENT OR WARRANT THAT:

• Any advice, strategy, or recommendation provided will result in any specific business outcome, revenue, return, or improvement in financial performance;
• The website or its content will be uninterrupted, error-free, free of viruses or other harmful components, or secure at all times;
• Any information provided in connection with advisory services is complete, accurate, or current as of any particular date after delivery;
• Any business strategy, capital structure, or transaction approach recommended by Aureon Capital will be successful, profitable, or suitable for any particular purpose.

The Client acknowledges that business advisory engagements involve inherent commercial uncertainty and that outcomes depend on many factors beyond Aureon Capital's control, including market conditions, regulatory changes, third-party behavior, and the Client's own execution of recommended strategies.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(a) Cap on Liability. Aureon Capital LLC's total cumulative liability to the Client arising out of or related to any advisory engagement or these Terms — whether in contract, tort (including negligence), strict liability, or any other legal or equitable theory — shall not exceed the aggregate fees actually paid by the Client to Aureon Capital in the three (3) calendar months immediately preceding the event giving rise to the claim.

(b) Exclusion of Consequential Damages. IN NO EVENT SHALL AUREON CAPITAL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR LOSS OF DATA, EVEN IF AUREON CAPITAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(c) Third-Party Actions. Aureon Capital shall not be liable for any loss, cost, or damage arising from acts or omissions of third parties, including capital sources, strategic partners, co-investors, vendors, or any other third party introduced or facilitated through Aureon Capital's advisory services. The Client assumes all risk associated with entering into relationships with any third party.

11. Indemnification

The Client agrees to indemnify, defend, and hold harmless Aureon Capital LLC and its members, managers, principals, employees, contractors, and agents (collectively, "Aureon Indemnitees") from and against any and all claims, demands, actions, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• The Client's breach of these Terms or any Engagement Agreement;
• The Client's use of any advice, deliverable, or recommendation provided by Aureon Capital in a manner that is inconsistent with these Terms or the applicable Engagement Agreement;
• Any misrepresentation made by the Client to Aureon Capital in connection with an engagement;
• The Client's violation of any applicable law, regulation, or third-party right in connection with or arising from the Client's business operations or activities;
• Any claim by a third party arising from the Client's actions or omissions in implementing any strategy or recommendation provided by Aureon Capital.

Aureon Capital agrees to indemnify and hold the Client harmless from claims by third parties arising directly from Aureon Capital's own gross negligence, fraud, or willful misconduct in the performance of services, subject to the liability limitations in Section 10.

The indemnifying party shall: (a) promptly notify the indemnified party in writing of any claim subject to indemnification; (b) grant the indemnifying party reasonable control over the defense and settlement of such claim; and (c) provide reasonable cooperation at the indemnifying party's expense.

12. Governing Law

These Terms, all Engagement Agreements, and any dispute arising out of or relating to the services provided by Aureon Capital shall be governed by and construed in accordance with the laws of the State of Wyoming, United States of America, without giving effect to any choice of law provisions that would require the application of the laws of another jurisdiction.

To the extent that any dispute is not subject to binding arbitration as described in Section 13, the parties consent to the exclusive personal jurisdiction and venue of the state and federal courts located in Sheridan County, Wyoming for the resolution of any such dispute. Each party waives any objection to such jurisdiction on the grounds of improper venue, inconvenience of forum, or otherwise.

If any provision of these Terms is found to be unenforceable or invalid under applicable law, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms shall remain in full force and effect.

13. Dispute Resolution

The parties agree to attempt to resolve any dispute arising out of or relating to these Terms or any advisory engagement through good-faith negotiation before initiating formal proceedings.

Step 1 — Good Faith Negotiation

Either party may initiate dispute resolution by providing written notice to the other party describing the nature of the dispute in reasonable detail. The parties shall meet and confer (in person, by phone, or by videoconference) within 15 business days of such notice and attempt in good faith to resolve the dispute. Senior representatives of each party with authority to settle the dispute shall participate in such discussions.

Step 2 — Binding Arbitration

If the dispute is not resolved within 30 days of the written notice described above (or such longer period as the parties may agree in writing), either party may submit the dispute to final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect, as modified by this Section.

• The arbitration shall be conducted by a single neutral arbitrator selected in accordance with AAA rules.
• The seat of arbitration shall be Sheridan, Wyoming, USA, unless the parties agree otherwise. Hearings may be conducted remotely by videoconference.
• The arbitration shall be conducted in English.
• The arbitrator's decision shall be final and binding on both parties and may be entered as a judgment in any court of competent jurisdiction.
• Each party shall bear its own attorneys' fees and costs in connection with arbitration, except that the arbitrator may award attorneys' fees and costs to the prevailing party where a claim or defense is found to be frivolous or asserted in bad faith.
• Notwithstanding the foregoing, either party may seek emergency or interim injunctive relief from a court of competent jurisdiction to prevent irreparable harm pending the completion of arbitration, without waiving its right to arbitrate the underlying dispute.

Class Action Waiver

THE CLIENT AGREES THAT ANY CLAIMS AGAINST AUREON CAPITAL SHALL BE BROUGHT SOLELY IN THE CLIENT'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING.

14. Amendments

Aureon Capital reserves the right to amend or update these Terms at any time, at its sole discretion. Material changes will be communicated via a notice on the Site or by direct communication to clients with active engagements. The updated Terms will be effective as of the date posted unless a later date is specified.

For clients with active Engagement Agreements at the time of an amendment, the amended Terms will apply to any renewals or new engagements entered into after the effective date of the amendment. The Terms in effect at the time of execution of an Engagement Agreement shall govern that specific engagement, unless the parties expressly agree in writing to be bound by updated Terms.

No modification to these Terms shall be valid unless made in writing. In the case of individual Engagement Agreements, any amendments must be signed by authorized representatives of both parties.

The failure of Aureon Capital to enforce any provision of these Terms shall not be construed as a waiver of such provision or of the right to enforce it at a later time. No waiver of any term shall be deemed a further or continuing waiver of such term or any other term.

15. Contact

If you have any questions regarding these Terms of Service, wish to discuss an engagement, or need to send any formal notice to Aureon Capital, please use the following contact information:

For privacy-related inquiries, please refer to our Privacy Policy and contact privacy@aureoncapital.net.