Terms of Use

Orangewood Partners Management LLC Website Terms of Use

Thank you for visiting the website of Orangewood Partners Management LLC and its affiliates (together, “Orangewood,” “our,” “us” or “we”). By accessing this website (the “Site”), you agree to accept the following terms of use for the use of the Site (“Terms of Use”), which constitute a legal agreement between you and Orangewood. If you do not accept these Terms of Use, you may not use the Site. We reserve the right to change, modify, add or remove any section of the Site, including the Terms of Use, at any time and for any reason without notice, and each use of the Site constitutes your acceptance to be bound by the terms set forth in the Terms of Use as modified at the time of such use.

Nothing contained in the Terms of Use is intended to modify or amend any other written agreement you may have with Orangewood (“Other Agreements”), if any, that may currently be in effect. In the event of any inconsistency between the Terms of Use and any Other Agreements, the Other Agreements will govern.

For information about our privacy practices, please see our Privacy Policy.

Use of Site and Content

The content displayed on the Site (“Content”) is the subject of intellectual property protection, including, but not limited to, trademarks, service marks, trade names, and copyrights owned by us or by third parties. Orangewood is the copyright owner for everything on the Site or has the permission to use the material on the Site. The compilation of all content on the Site is the exclusive property of Orangewood and is protected by U.S. and international copyright laws. All software used on the Site is the property of Orangewood or its software suppliers and is protected by U.S. and international copyright laws. Orangewood grants you a limited, revocable, nonexclusive, and nontransferable right to view, store, bookmark, download, copy, and print pages from the Site for your personal and noncommercial use only. Unless you receive written permission in advance from Orangewood, you may not exploit any of the Content commercially, forward it as a mass distribution, or post it on another website. Further, you may not link other websites to this Site or display this Site as “framed” within another website without our prior written consent.

Prohibited Uses of Site and Content

Orangewood does not grant any license or right to use this Site or the Content other than as set forth above, and you shall not make any other use of the Site or the Content without our prior written permission. Without limiting the foregoing: you agree not to copy large portions of the Site (such as by bots, robots, or spiders that “harvest” the Site), interfere with the functioning of the Site, or restrict or inhibit any others from using the Site. If you download any Content from the Site, you agree that you will not remove or obscure any copyright or other notices or legends contained therein. In using this Site, you shall not violate any law, regulation, or rule, or the intellectual property or contractual rights of others. You may not attempt to violate the security of this Site or use or gain access to the identities, information, or computers of others through this Site. You may not transmit any virus, worm, or similar disabling code or system interference through this Site. You may not decompile, reverse engineer, disassemble, or otherwise deconstruct all or any portion of the Site.

Orangewood has the right (but not the obligation) to monitor and record activity on this Site, as we deem appropriate, for any reason or no reason, and to take all appropriate actions in response to any unauthorized or objectionable conduct, with or without notice to you. We may investigate any complaint or reported violation of its policies. We may report any activity we suspect may violate any law or regulation to regulators, law enforcement officials, or other persons or entities as we deem appropriate. We may issue warnings, suspend, or terminate use of the Site, deny access to all or part of the Site, or take any other action deemed appropriate.

Copyright Infringement Complaints and Notification Procedures

If you believe that any of this Site’s content violates your or a third party’s copyright, please notify us at info@orangewoodpartners.com by providing the following information:

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
• A description of the copyrighted work that you claim has been infringed;
• A description of where the material that you claim is infringing is located on this Site;
• Your address, telephone number, and email address;
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or duly authorized to act on the copyright owner’s behalf.

Cookies

We may send text files (e.g., “cookies” or other cached files) or images to your web browser to collect and/or store information on your computer. Such text files and images are used to support the operation of our digital offerings and for technical convenience to store information on your computer. We may use information stored in such text files and images to customize your experience on our Site and to monitor use of our Site. You may set your browser to notify you when you receive a cookie. Many web browsers also allow you to block cookies. If you block cookies, you may not be able to access certain parts or use all features of our Site. You can disable cookies from your computer system by following the instructions on your browser or at http://www.allaboutcookies.org/.

In addition to cookies, we may use web beacons, pixel tags, and other tracking technologies on the Site to help customize the Site and improve your experience. A “web beacon” or “pixel tag” is a tiny object or image embedded in a web page or email. They are used to track the number of users who have visited particular pages and viewed emails, and acquire other statistical data. They collect only a limited set of data, such as a cookie number, time and date of page or email view, and a description of the page or email on which they reside. Web beacons and pixel tags cannot be declined. However, you can limit their use by controlling the cookies that interact with them.

We reserve the right to track visitors to, and usage of, this Site through “cookies” and similar techniques and to use any resulting information as we determine in our sole discretion.

Linked Sites

Orangewood does not review or monitor any websites linked from or to the Site and is not responsible for the content of any such websites. Accordingly, Orangewood cannot be held responsible for the information, materials, products, or services obtained on or from such other websites, nor will we be liable in any respect whatsoever for any damages arising from your access to such websites. Any links from or to other websites are provided merely for the convenience of the users of the Site and the inclusion of these links does not imply an affiliation with or endorsement, sponsorship, representation, or warranty by Orangewood with respect to any such linked websites or the content, products, or services contained or accessible through such websites or their operators. Orangewood disclaims responsibility for the privacy policies and customer information practices of third-party Internet websites linked to or from the Site. Your following links from or to such websites is at your sole risk. When you click on a link to another website you will be leaving the Site. If you have any questions regarding a linked site, please direct them to the administrator of the relevant site. Orangewood reserves the right to terminate any link at any time.

Transmission to and from the Site

Any communication or other material that you send to us through the Internet or post on the Site by electronic mail or otherwise is and will be deemed to be non-confidential as between you and us, and Orangewood shall have no obligation of any kind with respect to such information. We will be free to use, for any purpose, and without compensation due or payable to you, any ideas, concepts, know-how or techniques provided by you to Orangewood through the Site.

Passwords

If Orangewood provides you with a password, you must keep your password and certain Site content confidential. You are solely responsible for maintaining the confidentiality and security of your password. You accept full responsibility for any use of your password. You must notify us immediately of any actual or suspected loss, theft, or unauthorized use of your password. You may not disclose any Site content that is contained within any password-protected portion of this Site to any third party, except to your financial, legal, or tax advisors and others with whom you share investment decisions. Orangewood is not obligated to inquire as to the authority or propriety of any use of or action taken under your password. We will not be responsible for any loss to you that arises from such use or action or from your failure to comply with these provisions.

Important Disclaimers

Orangewood is registered with the Securities and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended. All information contained herein is for informational purposes and should not be construed as investment advice. This Site is intended solely to provide information regarding potential financing capabilities of Orangewood and its affiliates for prospective portfolio investments. The information provided on this page, including any information regarding Orangewood’s current and historical portfolio investments, is not intended to recommend any investment described herein and is not an offer or sale of any security or investment product or investment advice. Orangewood provides investment advisory services to the privately offered Orangewood funds. Orangewood does not solicit or make its services available to the public or other advisory clients for purposes of investment in the Orangewood funds.

Orangewood, including its partners, employees, affiliates, and agents (collectively, “Related Persons”), make no representations or warranties of any kind, express or implied, as to the accuracy, reliability, completeness, availability or other characteristics of the information or materials presented on the Site. Such information or materials are provided “as is” and “as available” and, to the fullest extent permissible pursuant to applicable law, Orangewood does not warrant that the information on this Site will be available at any particular time or location, or that this Site is free of viruses or other harmful components. Electronic communications can be intercepted by third parties and, accordingly, electronic mail and other transmissions to and from the Site or made via the Site may not be secure.

Under no circumstances should any information or materials presented on the Site be used or construed as an offer to sell, or a solicitation of an offer to buy, any securities, financial instruments, investments, investment advisory services or other services. Any such offer or solicitation may only be made pursuant to relevant final private placement memorandum, subscription agreement and other related documents with respect to a particular investment opportunity and will be subject to the terms and conditions contained in such documents, including the qualifications necessary to become an investor. All information on this Site is qualified in its entirety by the terms of applicable governing documents, which should be carefully reviewed prior to making any investment decision or entering into any investment advisory relationship. Furthermore, no information or materials contained in the Site should be construed or relied upon as investment, legal, accounting, tax, or other professional advice or in connection with any offer or sale of securities. Orangewood will not treat users of the Site as partners, clients, customers, or investors by virtue of their accessing the Site.

This Site does not contain all material terms pertinent to an investment decision, including important disclosures of conflicts and risk factors related to any investment or investment advisory arrangement. Information on the Site in and of itself should not form the basis for any investment decision. Accordingly, decisions based on information or materials contained on the Site are the sole responsibility of the user, and as consideration for access to the Site, you will be responsible for any liability to us that arises out of your use of the Site or your breach of these Terms of Use, and you agree to indemnify and hold harmless Orangewood and Related Persons from and against any claims whatsoever and of any nature for damages, losses, and causes of action, including, but not limited to, actions by third parties against you, Orangewood or any of its Related Persons, arising out of or in connection with any decisions that you make based on such information or materials, your use of the Site or your violation of these Terms of Use. Orangewood reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which it is entitled to indemnification, but you must still indemnify Orangewood for all liabilities, losses, or damages. You agree to provide Orangewood with whatever cooperation it reasonably requests.

All materials, statements or information contained herein is provided for informational purposes only and is current only as of the dates indicated herein. Information that is not dated or information that is dated but viewed subsequent to its date may not be current. Analyses and opinions contained herein reflect the judgment of Orangewood as of the date indicated, incorporate subjective judgments and assumptions, and may be based on incomplete information. If assumptions used in formulating analyses or opinions are altered or shown to be incorrect, the analyses or opinions contained herein may change. We assume no duty to update or correct any information for any reason, including new information, results, or subsequent events.

The Site may contain forward-looking statements, which reflect Orangewood’s current views with respect to, among other things, our operations and performance. You can identify these forward-looking statements by the use of words such as “anticipate,” “approximately,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “seek,” “should,” or “will,” or the 4 negative version of these words or other comparable words. Forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. Orangewood undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

Any transactions described on the Site as having been engaged in by Orangewood are included as representative transactions and are not necessarily reflective of overall results of any of our businesses.

Past performance is not indicative of future results; no representation is being made that any investment or transaction to be made in the future will be comparable in quality or is likely to achieve profits or losses similar to those achieved in the past, or that significant losses will be avoided.

All materials on this Site are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions, or disclosures, and any copyright or proprietary notices. Any disclaimers, restrictions, disclosures, or hedge clauses apply to any partial document or material in the same manner as they do to the whole, and will be deemed incorporated in the portion of any material or document that you consult or download.

The Site and its Content is not directed at any person in any jurisdiction where (by reason of that person’s nationality, residence or otherwise) the publication or availability of the Site is prohibited, or which would subject us to any registration or other requirement within such jurisdiction or country. Orangewood reserves the right to limit access to the Site to any person, geographic region or jurisdiction. Additionally, the promotion and sale of collective investment schemes may be restricted in your jurisdiction. Persons in respect of whom such prohibitions apply must not access the relevant pages on the Site. Those who access the Site do so on their own initiative and are responsible for compliance with applicable local laws and regulations; legal advice should be sought in cases of doubt.

It is the user’s responsibility to be aware of and to observe all applicable laws and regulations of any relevant jurisdiction. By accessing the Site, the user is representing and warranting that the applicable laws and regulations of the user’s jurisdiction allow the user to access the Site.

Limitation of Liability; Limitation on Time to File Claims

ORANGEWOOD’S LIABILITY WITH RESPECT TO THE SITE IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT SHALL ORANGEWOOD OR ITS RELATED PERSONS BE LIABLE TO ANY PARTY FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS, OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY ACCESS, USE (OR INABILITY TO USE), OR DISTRIBUTION OF THE SITE OR ANY INFORMATION OR MATERIALS OBTAINED THROUGH USE OF THE SITE. THIS IS TRUE EVEN IF ORANGEWOOD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES OR IF ANY REMEDY YOU HAVE FAILS IN ITS ESSENTIAL PURPOSE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED, UNLESS OTHERWISE REQUIRED BY LAW.

Applicable Law, Jurisdiction, and Arbitration

These Terms of Use shall be governed by the laws of the State of New York, without regard to its choice of law rules. Notwithstanding the foregoing, any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators as provided therein.

YOU AGREE TO RESOLVE BY ARBITRATION ANY CONTROVERSY ARISING BETWEEN YOU AND ORANGEWOOD AND/OR ANY OF OUR RESPECTIVE CONTROL PERSONS, PREDECESSORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS AND EMPLOYEES.

With respect to the resolution of any such controversy, you further acknowledge that:

• Arbitration is final and binding on the parties.
• The parties are waiving their right to seek remedies in court, including the right to jury trial.
• Pre-arbitration discovery is generally more limited than and different from court proceedings.
• The arbitrators’ award is not required to include factual findings or legal reasoning and any party’s right to appeal or to seek modification of rulings by the arbitrators is strictly limited.

Any arbitration under this Terms of Use shall be conducted in New York, NY before a panel of three (3) arbitrators pursuant to the Commercial Arbitration Rules of the American Arbitration Association, except to the extent that such rules are modified by this Terms of Use. Arbitration is initiated by a party serving the other party with a written demand for arbitration or a written notice of intention to arbitrate.

No person shall bring a putative or certified class action to arbitration nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated a putative class action in court or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: the class certification is denied; or the class is decertified; or the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under these Terms of Use except to the extent stated herein.

General

Orangewood may assign the Terms of Use in whole or in part at any time without your consent. You may not assign the Terms of Use or delegate any of your obligations under the Terms of Use, and any purported assignment of the Terms of Use in violation of the Terms of Use is void. The Terms of Use constitute the entire understanding and supersede all other understandings between you and Orangewood concerning the subject matter hereof.

If any of the Terms of Use shall be deemed invalid, void, or for any reason unenforceable, such condition shall be deemed severable and shall not affect the validity and enforceability of any of the remaining Terms of Use.

If you have any questions about these Terms of Use, please contact us at info@orangewoodpartners.com.