Terms of Use

The Vistria Group, LP (“Vistria,” “we,” “us,” or “our”) appreciates your interest in our company and your visit to our website. These Terms of Use (“Terms”) set forth the basic terms and conditions that govern your visit to and use of [www.vistria.com], including all content, features, functionality, programs, applications, or services provided on or through the same (the “Site”). Some pages within the Site may contain supplemental terms and conditions and additional disclosure and disclaimers, which are in addition to these Terms and incorporated herein by reference. In the event of a conflict, the supplemental terms and conditions and additional disclosures and disclaimers will govern for those sections or pages.

By accessing or using the Site, you accept and agree to be bound and abide by these Terms and our Privacy Notice found at vistria.com/privacy-notice/, incorporated herein by reference. If you do not accept these Terms you may not access, browse or use the Site.

GENERAL

This Site is provided by Vistria for the convenience of visitors to our Site. Your use of this Site is at your own risk and you agree to only use this Site for the purposes for which is has been designed. Notwithstanding any other provision herein, Vistria reserves the right to change, modify or otherwise alter any features of this Site, in each case, at any time and for any purpose without prior written notice.

PERFORMANCE INFORMATION

This Website may include forward-looking statements. All statements other than statements of historical fact are forward-looking statements (including words such as “believe,” “estimate,” “anticipate,” “may,” “will,” “should,” and “expect”). Although Vistria believes that the expectations reflected in such forward-looking statements are reasonable, Vistria can give no assurance that such expectations will prove to be correct. Various factors could cause actual results or performance to differ materially from those discussed in such forward-looking statements.

Past performance is not indicative of any specific investment or future results. Views regarding the economy, securities markets or other specialized areas, like all predictors of future events, cannot be guaranteed to be accurate and may result in economic loss to the investor.

Any information provided by the Website regarding historical market performance is for illustrative and education purposes only. Clients or prospective clients should not assume that their performance will equal or exceed historical market results and/or averages.

The material listed in this website is current as of the date noted, and is for informational purposes only, and does not contend to address the financial objectives, situation, or specific needs of any individual investor. Any information is for illustrative purposes only, and is not intended to serve as investment advice since the availability and effectiveness of any strategy is dependent upon your individual facts and circumstances. Results will vary, and no suggestion is made about how any specific solution or strategy performed in reality.

Vistria does not make any representations or warranties as to the accuracy, timeliness, suitability, completeness, or relevance of any information prepared by any unaffiliated third party, whether linked to the Website or incorporated herein, and takes no responsibility therefor. All such information is provided solely for convenience purposes only and all users thereof should be guided accordingly.

USE OF THE SITE

While accessing or using the Site, you agree to comply with all applicable laws, rules and regulations, and these Terms. Your access to and use of the Site is conditioned upon your compliance with the rules of conduct set forth in this section. Your failure to comply with any such rule may result in termination of your access to or use of the Site (or any part thereof). You agree that you will not:

• Use the Site for any fraudulent, harmful or unlawful purpose.
• Interfere with, damage or disrupt the operation of the Site or the servers or networks used to make the Site available; or violate any requirement, procedure, policy or regulation of such servers or networks.
• Restrict or inhibit any other person from using the Site (including by hacking or defacing any portion of the Site).
• Reverse engineer, decompile or disassemble any portion of the Site, except where such restriction is expressly prohibited by applicable law.
• Reproduce, duplicate, copy, modify, adapt, translate, sell, resell or otherwise exploit for any commercial purpose any portion of (or any access to or use of) the Site without our express prior written consent.
• Remove any copyright, trademark or other proprietary rights notice from the Site or materials originating from the Site.
• Frame or mirror any portion of the Site without our express prior written consent.
• Systematically download and/or store Site content.
• Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Site content, or reproduce or circumvent the navigational structure or presentation of the Site, without our express prior written consent.

PROPRIETARY RIGHTS

This Site, its features, functions, and the information and content which it contains, is the property of Vistria and its affiliates and licensors, and is protected by intellectual property rights, including United States and international copyright, trademark patent and/or other proprietary rights and laws. All trademarks and logos appearing on the Site are the property of their respective owners. We reserve all of our intellectual property rights in the Site and the information and materials made available through the Site, and do not grant you any license or right in or to any trademarks, logos or other intellectual property rights. Except as expressly authorized in advance by us, you agree not to reproduce, copy, modify, republish, sell, transmit, distribute or create derivative works based on, all or any part of the Site, any materials made available through the Site or the intellectual property rights contained therein.

USER INFORMATION

This Website may contain interactive features that allow users to submit, publish, display, or transmit to us content or material on or through the Site (collectively, “User Information”). You own your User Information and you hereby grant, and agree to grant, to Vistria an unrestricted, worldwide, irrevocable, non-exclusive, perpetual, fully-paid, royalty-free, transferrable license to access, view, display, reproduce, adapt, publish, translate, store, host, cache, maintain, modify, distribute, and otherwise use and exploit your User Information in any manner, provided that it is in accordance with the Privacy Notice and applicable law. You also grant Vistria the right to sub-license these rights through multiple tiers, and the right to bring an action for infringement of these rights. You agree that you are solely responsible for the content of all information that you provide to us and that such information is true, accurate, complete, does not infringe any other person’s legal rights, and you agree that you will maintain and update such information regularly.

PRIVACY

You can learn how we handle your information including the User Information when you use the Site by reading our Privacy Notice, which explains how we collect, use and disclose information that pertains to your privacy. We encourage you to become familiar with the Privacy Notice because when you access or use this Site you signify your agreement to the Privacy Notice and consent to the collection, use, disclosure and other handling of information consistent with that policy.

THIRD PARTY CONTENT

This Site may contain links to websites and content owned, maintained or operated by third parties who may or may not be affiliated with Vistria, including Vistria’s portfolio companies. Vistria is providing these links to you only as a convenience. The inclusion of any link does not imply that Vistria endorses any third-party website or content, or has any responsibility for or makes any representations about, any other sites, including their products and services, content, communications and website use policies. You acknowledge that Vistria assumes no responsibility whatsoever for the functionality of such websites or for the accuracy, integrity, quality, legality, usefulness or safety of any information presented at such other websites. We have no obligation to monitor third party content, and we may, in our sole discretion, block or disable access to any third party content (in whole or part) via this Site at any time. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access other companies’ websites you do so at your own risk.

INTERNATIONAL USE AND JURISDICTION

Because this Site may be accessible internationally, you agree to comply with all local laws, rules, and regulations including, without limitation, all laws, rules, and regulations in effect in the country in which you reside and the country from which you access the Site. The information on this Site is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or which would subject Vistria to any registration requirement within such jurisdiction or country.

By accessing or using this Site you and Vistria agree that the laws of the State of Illinois, without regard to its conflicts of laws principles, will apply to all disputes based on, arising out of, or relating to your access to or use of the Site or any information it contains. With respect to such disputes, you and Vistria also agree and hereby submit to the exclusive personal jurisdiction and venue of any state court located in Chicago, Illinois, or federal court located in Chicago, Illinois.

RELIANCE ON INFORMATION

While Vistria may periodically update or correct information presented on the Site, such information may include typographical errors and/or technical inaccuracies and/or omissions. Vistria makes no representation or warranty as to the timeliness, usefulness, completeness or accuracy of any information on Site and expressly disclaims any obligation to update such information. Any reliance you place on such information is strictly at your own risk. Vistria also reserves the right to make additions, deletions or modifications to any information on this Vistria for any reason, at any time and from time to time without any prior notice.

NO WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THIS SITE AND OTHER INFORMATION ON OR ACCESSIBLE FROM THIS WEBSITE ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, VISTRIA DOES NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE THROUGH THIS SITE IS UP-TO-DATE OR FREE OF ERRORS; (ii) THE CONTENT, FUNCTIONS OR SERVICES PROVIDED BY THIS SITE WILL BE UNINTERRUPTED, SECURE OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED; OR (iv) THAT THIS SITE OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS WEBSITE IS AT YOUR SOLE RISK, INCLUDING BUT NOT LIMITED TO THE RISK OF ANY UNAUTHORIZED DISCLOSURE OR INTENTIONAL INTRUSION, OR OF ANY DELAY, FAILURE, INTERRUPTION OR CORRUPTION OF DATA OR OTHER INFORMATION TRANSMITTED IN CONNECTION WITH THE USE OF THIS WEBSITE. VISTRIA AND ITS LICENSEES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.

DISCLAIMER

IN NO EVENT SHALL VISTRIA OR ITS AFFILIATES, OR ANY OF ITS PARTNERS, STOCKHOLDERS, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, FUNDS AND SUCH FUNDS’ LIMITED PARTNERS, BE LIABLE TO YOU, ANY OTHER USER OF THIS SITE, THIRD-PARTY PROVIDERS OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES), WHETHER FORESEEABLE OR UNFORSEEABLE, ARISING OUT OF THE USE, INABILITY TO USE, UNAUTHORIZED ACCESS TO OR USE OR MISUSE OF THIS WEBSITE, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. IN THE EVENT OF ANY PROBLEM WITH THIS SITE, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO CEASE USING THE SITE. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET FORTH IN THIS SECTION WILL NOT APPLY ONLY IF AND TO THE EXTENT THAT THE LAW OR A COURT OF COMPETENT JURISDICTION REQUIRES LIABILITY UNDER APPLICABLE LAW BEYOND AND DESPITE THESE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS.

LIMITATION

VISTRIA’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM THESE TERMS OF USE SHALL NOT EXCEED THE GREATER OF (I) $1.00 OR (II) THE AGGREGATE AMOUNT YOU HAVE PAID TO US FOR THIS SITE, IF ANY, IN THE THEN-PRIOR TWELVE (12) MONTH PERIOD.

INDEMNITY

You agree to indemnify and hold harmless Vistria and its affiliates, and any of its partners, stockholders, members, managers, officers, directors, employees, agents, funds and such funds’ limited partners from and against all losses, expenses, damages and costs (including, but not limited to, reasonable attorneys’ fees and costs) resulting from any violation by you of these Terms.

TERMINATION

These Terms are effective unless and until terminated. You may terminate these Terms at any time, provided that you discontinue any further use of the Site. We also may terminate these Terms, in our sole discretion, at any time and may do so immediately and without notice, and accordingly deny you access to the Site. Termination shall not affect the respective rights and obligations of you or Vistria arising before the date of termination.

MISCELLANEOUS

You may not assign or transfer your rights or obligations under these Terms in whole or in part to any third party without our consent. These Terms shall bind and inure to the benefit of the parties to these Terms and their respective successors and permitted assigns. We and you are independent contractors and are not partners, joint venturers, agents, employees or representatives of the other party. These Terms, together with the Privacy Notice, contain the entire understanding of the parties with respect to the transactions and matters contemplated herein, supersedes all previous communications, understandings and agreements (whether oral or written) other than any click-through or end user license agreement or written consents provided by us, and cannot be amended except by a writing signed by both parties or by our posting of an amended version of these Terms on the Site. The headings and captions used in these Terms are used for convenience only and are not to be considered in construing or interpreting these Terms of Use. If any part of these Terms is held to be unlawful, void or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions.

CHANGES TO THESE TERMS OF USE

Vistria reserves the right to change these Terms from time to time for any reason in our sole discretion and without prior notice. All changes are effective immediately when we post them to the Site and your continued use of the Site following the posting of revised Terms mean that you accept and agree to the changes; provided that any such changes shall only apply to your use of the Site after the date of such change, unless you expressly accept retroactive application of such changes, via a click-through, signed agreement or otherwise.

ELECTRONIC CORRESPONDENCE

The Vistria Group, LP’s (“Vistria” or “our”) emails and any attachments are intended solely for the intended recipient and any others who have been specifically authorized to receive them and may contain information that is privileged, confidential or otherwise protected from disclosure under applicable law. No confidentiality or privilege is waived or lost by any transmission errors. Our email communications and any attachments are intended only for the intended recipient. If you are not the intended recipient, please notify the sender immediately, delete it from your system and do not copy, distribute, disclose or otherwise act upon any part of this email communication or its attachments.

The information contained in our email communications (including attachments) is for information purposes, does not constitute an offer to sell, or a solicitation of an offer to purchase, any security in any jurisdiction where such an offer or solicitation would be in violation of any applicable laws. It does not constitute a recommendation or take into account the particular investment objectives, financial conditions, or needs of specific investors.

Vistria does not provide tax, accounting, or legal advice to our clients, and all investors are advised to consult with their tax, accounting, or legal advisers regarding any potential investment.

The information and any opinions contained in our email communications have been obtained from sources that we consider reliable, but we do not represent such information and opinions are accurate or complete, and thus should not be relied upon as such.