Term of Use

Ownership

The works of authorship contained in the Website, including, but not limited to, all design,text, and images, are owned, except as otherwise expressly stated, by Escarole Finance LLC (“ESCAROLE”, “we”, “us” or “our”) or its affiliates or licensors, and shall remain theproperty of ESCAROLE or its affiliates or licensors. You acknowledge that the Website and its contents are protected by copyrights, trademarks, trade secrets, patents, or other proprietary rights, and that these worldwide rights are valid and protected in all forms, media, and technologies existing now and hereinafter developed.

You may not copy, reproduce, modify, use, republish, post, upload, distribute, or transmit in any way material from the Website, without ESCAROLE’s prior express written consent in each instance. You shall comply with all intellectual property laws and treaty provisions and you shall not encumber any interest in, or assert any rights to, the content of the Website. You may not modify, transmit, participate in the sale or transfer of, or create derivative works based on any content of the Website, in whole or in part.

“Escarole Finance”, “Escarole”, and all other trademarks, logos, and service marks displayed on the Website are trademarks belonging to ESCAROLE, its affiliated entities, or its licensors. Nothing on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademarks, logos, or service marks displayed on the Website without ESCAROLE’s prior express written permission in each instance.

Disclaimer; No Warranties; Limitation of Liability

ESCAROLE does not warrant or guarantee, either expressly or by implication, that any material or information on the Website is accurate, complete, reliable, or current. ESCAROLE is not responsible for any errors or omissions on the Website, whether caused by the source of the information or ESCAROLE. ESCAROLE may change any material orinformation on the Website at any time and from time to time without prior notice, but ESCAROLE does not make any commitment to update or remove material or information on the Website. Your use of the Website and use or reliance upon any of the materials on the Website are solely at your own risk.

WITHOUT LIMITING THE FOREGOING OR ANYTHING ELSE SET FORTH IN THIS AGREEMENT, THE WEBSITE AND ALL OF ITS CONTENTS ARE MADE AVAILABLE BY ESCAROLE “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS, AND WITHOUT ANY WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED. ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANYPARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, UNINTERRUPTED USE, QUIETENJOYMENT, SYSTEM INTEGRATION, OR ACCURACY, SECURITY OF INFORMATION, ORRELIABILITY, ARE SPECIFICALLY EXCLUDED AND DISCLAIMED. ESCAROLE MAKES NOWARRANTY THAT THE WEBSITE, IN WHOLE OR IN PART, WILL MEET USERS’REQUIREMENTS. USERS OF THE WEBSITE ASSUME ALL RISK AS TO THE QUALITY, ACCURACY, SUITABILITY, AVAILABILITY, AND PERFORMANCE OF THE WEBSITE AND ITS CONTENTS AND ACKNOWLEDGE THAT THE WEBSITE AND ITS CONTENTS MAY BE REVISED, ALTERED, AND CHANGED FROM TIME TO TIME IN THE SOLE DISCRETION OF ESCAROLE. ESCAROLE DOES NOT REPRESENT OR WARRANT THAT ANY WEBSITE CONTENT WILL OPERATE CONTINUOUSLY OR WILL BE UNINTERRUPTED OR ERROR-FREE,OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR ANY WEBSITE REFERRED OR LINKED TO HEREIN IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ESCAROLE ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES 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 OR UPLOADING OF ANY MATERIALS, DATA, TEXT, OR CONTENTS FROM OR TO THE WEBSITE.

ESCAROLE ASSUMES NO LIABILITY FOR LOSS OR DAMAGE HOWSOEVER RESULTING FROM ANY USE OF OR RELIANCE UPON THE WEBSITE OR ITS CONTENTS. IN NO EVENT WILL ESCAROLE OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY LOST PROFITS, LOST SAVINGS, LOST DATA, LOST OPPORTUNITY, BUSINESS INTERRUPTION, OR OTHER DIRECT, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OR CLAIMS (WHETHER IN CONTRACT, IN TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THE WEBSITE, ITS CONTENTS, THE USE THEREOF, OR THE INABILITY TO USE THE WEBSITE, EVEN IF ESCAROLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

The Website is operated and controlled by ESCAROLE in the United States. ESCAROLE makes no warranties that materials on the Website are appropriate or available for use outside of the United States. If it is illegal or prohibited in your country of origin to access or use the Website, then you should not do so. You are responsible for compliance with all local laws and regulations applicable to your use of the Website.

Restrictions on Use

You agree not to interrupt, damage, disable, overburden, or impair the Website or interfere with any other user’s use and enjoyment of the Website, such as sending mass unsolicited messages or “flooding” servers with requests. You agree not to violate or attempt to violate the security of the Website, including, without limitation, by (1) accessing data not intended for your viewing or logging into a server or account which you are not authorized to access, (2) attempting to probe, scan, or test the vulnerability of a system or network o rto breach security or authentication measures without proper authorization, or (3) attempting to interfere with service to any user, host, or network. Violations of system or network security may result in civil or criminal liability. ESCAROLE will investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. ESCAROLE will also comply with all court orders as well as all law enforcement and regulatory inquiries involving requests for such information.

No Offer or Advice

The Website is primarily designed to provide information on financing to potential portfolio companies. The information provided on the Website, including information regarding ESCAROLE’s current and historical portfolio companies, is not intended to recommend any company or investment described herein and is not an offer or sale of any security or investment product or investment advice. In any event, past performance is not a guarantee of future results and it should not be assumed that results for portfolio investments will be achieved for other investments. Representative investments are not to be considered a complete list of all investments made or currently held by ESCAROLE funds or other investment vehicles.

ESCAROLE provides investment advisory services only to the privately offered ESCAROLE funds and other investment vehicles. ESCAROLE does not solicit or make its services available to the public or other advisory clients.

Statements included on the Website may constitute “forward-looking statements,” which relate to future events or our future performance or financial condition. These statements are not guarantees of future performance, condition, or results and involve a number of risks and uncertainties. Actual results and condition may differ materially from those in the forward-looking statements as a result of a number of factors. ESCAROLE undertakes no duty to update any forward-looking statements made herein.

Links

The Website may include links to third-party sites which are not related to or maintained by ESCAROLE. Links to third-party sites do not imply partnerships, relationships, or affiliations with such third parties and ESCAROLE takes no responsibility for the content therein, regardless of whether the link is provided by ESCAROLE or a third party. No judgment, representation, or warranty is made with respect to the accuracy, timeliness, or suitability of the content of any website to which the Website may link, including information on such other website regarding ESCAROLE. By providing access to other websites, ESCAROLE is not endorsing the products and services provided by any website’s sponsoring organization.
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Other websites may include a link to the Website provided that ESCAROLE has granted its express written consent. Third parties are expressly prohibited from framing ESCAROLE’s content in any way or any other activity that may create a misimpression or confusion among users with respect to sponsorship or affiliation including, without limitation, hyperlinks or a form of link that disguises the URL and bypasses the homepage.

Submitted Materials

Unless specifically requested, we do not solicit, nor do we wish to receive, any confidential, secret, or proprietary information or other material from you through the Website, by e-mail, through the “Contact Us” feature, or in any other way. Any information, proposals, requests, creative works, pictures, documents, demos, ideas, suggestions, concepts, methods, systems, designs, plans, techniques, or other materials submitted or sent on or through the Website in any manner (collectively, “Submissions”) will be deemed not to be confidential or secret, and may be used by us in any manner consistent with this agreement and our privacy policy. By submitting Submissions on the Website, you: (1) represent and warrant that you have the necessary licenses, rights, consents, and permissions to use such Submissions and submit them to the Website; and (2) you grant us (and our affiliates) a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive, and fully transferable, assignable, and sublicensable right and license to use such material (in whole or part) in any manner and/or to incorporate it (in whole or in part) in other works (including, without limitation, the Website), products, or services in any form, media, or technology now known or later developed. We cannot be responsible for maintaining any Submissions that you provide to the Website, and we may delete or destroy any such Submissions at any time.

Privacy Statement

ESCAROLE is committed to protecting your privacy online. To better protect your privacy, we provide this notice explaining our online information practices and the choices you can make about the way your information is collected and used at the Website. When you visit the Website, we may collect personally identifiable information, including your name, address, and email address. We also may collect certain non-personally identifiable information when you visit many of our pages, such as the type of browser you are using, the type of operating system you are using, and the domain name of your Internet service provider.

We also collect certain information about you through the use of “cookies”, which are small pieces of information that are stored by your browser on your computer’s hard drive. We collect, retain, and use information about you solely for the purpose of better understanding our users and their use of the Website. ESCAROLE will not release information collected about you unless we receive your prior consent or we are required by law to release such information.

We use the non-personally identifiable information that we collect to improve the design and content of the Website and to enable us to personalize your Internet experience. We also may use this information in the aggregate to analyze site usage. Information collected through the Website may be transferred to ESCAROLE’s affiliated companies if it is necessary to do so in order to carry out the purpose of your submission. By submitting information through the Website, you consent to such transfer of information to ESCAROLE’s affiliated companies. ESCAROLE will not release information collected about you unless we receive your prior consent or we are required by law to release information to the recipient.

Indemnification

You agree to defend, indemnify, and hold harmless ESCAROLE, including its subsidiaries and affiliates, and their respective members, managers, officers, directors, employees, representatives, contractors, agents, successors and assigns, from and against any claim, demand, cause of action, debt, loss, liability, damages, and costs, including, without limitation, reasonable attorneys’ fees, to the extent that any of the foregoing is based upon, arises out of, or relates to: (a) your use of the Website and/or the materials or content contained on the Website; or (b) your breach or alleged breach of these Terms of Use. ESCAROLE reserves the right, at your expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with ESCAROLE in the defense of such matter. You agree not to settle any matter without the prior written consent of ESCAROLE.

General Terms and Conditions

These Terms of Use are governed and interpreted pursuant to the laws of the State of Florida, United States of America, notwithstanding any principles of conflicts of law. If you take legal action relating to these terms, you agree to file such action only in the state and federal courts located in the State of Florida, County of Miami-Dade. The parties hereby agree to exclude the application of the United Nations Convention on Contracts for the International Sale of Goods. If any part of these Terms of Use is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions. You are prohibited from any use of the Website that would constitute an illegal offense, give rise to liability, or otherwise violate any applicable local, state, national, or international law or regulation. All rights not expressly granted herein are reserved by ESCAROLE. The Website may contain additional agreements and disclosures in electronic form. By assenting to this agreement, you agree that a printed version of these Terms of Use and all other agreements entered into by you on the Website in electronic form shall be admissible in judicial or administrative proceedings to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Contact Us

For any requests relating to the Website or the terms mentioned herein, please submit or have your authorized representative submit a request using the method set forth below.