AGREEMENT OF TERMS AND CONDITIONS OF USE
Monroe Capital LLC along with its affiliates, affiliated advisers and service providers (collectively referred to herein as “Monroe Capital,” “we” or “us”) provide the information on this web site (the “website”) as a service to our customers and other visitors to be used for informational purposes only. This agreement of terms and conditions of use (this “agreement”) describes the terms and conditions under which Monroe Capital will permit persons to use the website and the services that we make available on or through it (the “services”), including, without limitation, (1) persons who are authorized to use specified secure areas of the website (“authorized users”) and (2) other persons who visit the website but who are not authorized to use such secure areas (authorized users and other visitors are collectively referred to in this agreement as “you”). Please read this agreement carefully and refer to it as often as necessary.
2. OWNERSHIP; LIMITED LICENSE TO USE WEBSITE
Except as specifically permitted below, nothing contained in this agreement or the website itself either grants or will be construed to grant to you or any third party any title or interest in, or any license or right to use or reproduce, any image, text, software, code, trademark, logo or service mark contained in the website, including without limitation the name or logo of Monroe Capital. Monroe Capital reserves, and will enforce to the fullest extent possible, all rights that it may have with respect to copyright and trademark ownership of all material contained in the website.
Monroe Capital grants you a limited, nonexclusive license to display and otherwise use portions of the website solely for your own private, non-commercial informational purposes only, and to print pages from the website only in connection with that use. You may not modify, distribute, transmit, perform, reproduce, publish, license, create derivative works from, transfer or sell any text, graphics, logos and other source-identifying symbols, designs, icons, images, or other information, software or code obtained from the website.
3. ACCEPTANCE OF TERMS THROUGH USE; ACKNOWLEDGEMENTS AND DISCLOSURES
Monroe Capital reserves the right, at its discretion, to update or revise this agreement without notice. Please check this agreement periodically for changes. You acknowledge that the information, materials, products and services on the website are subject to change. Your continued use of the website following the posting of any changes to this agreement constitutes acceptance of those changes.
4. NO OFFERING OF SECURITIES AND NO ADVICE
Under no circumstances should any material on the website be used or considered as an offer to sell or a solicitation of an offer to buy any interest in any investment products sponsored or managed by Monroe Capital. Any such offer or solicitation can and will be made only by means of the confidential offering memorandum or other offering circular of each such investment product, only in jurisdictions in which such an offer would be lawful and only to individuals who meet the investor suitability and sophistication requirements of each such investment product, including qualifying as accredited investors within the meaning of the Securities Act of 1933, as amended. Access to information about the investment products is similarly limited to individuals who meet the applicable investor suitability and sophistication requirements.
The website is not intended to provide any investment, financial, legal, regulatory, accounting, tax or similar advice, and nothing on this website should be construed as a recommendation, by Monroe Capital or any third party, to acquire or dispose of any investment or security, or to engage in any investment strategy or transaction. Neither the receipt nor the distribution of information through the website constitutes the formation of a partnership, investment advisory relationship, or any similar client relationship with Monroe Capital. You should consult your own investment, legal, tax and/or similar professionals regarding your specific situation and any specific decisions.
You acknowledge that investment products and services available through Monroe Capital (i) are not FDIC-insured, (ii) are not deposits or obligations of, or guaranteed by, any bank, and (iii) involve a substantial degree of risk, including the risk of complete loss.
5. USER CONDUCT
You agree not to use or attempt to use the website for any unlawful purpose. You agree not to attempt to gain access to any area of the website or any information for which you have not previously received authorization in writing. You also acknowledge and agree that Monroe Capital has put into place security measures designed to prevent unauthorized access to the information of other authorized users and, should you gain access to any information for which you have not received prior authorization, you will not view, download, print, harvest or collect, or attempt to view, download, print, harvest or collect, any such information. You also agree that you will not upload or attempt to upload any content (including text, communications, software, images, sounds, data, or other information) that contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party.
You acknowledge and agree that, although Monroe Capital has implemented and uses its best efforts to maintain security measures designed to prevent the unauthorized access by visitors and other authorized users to the information that you are authorized to access and use, no security measures are available that can be 100% guaranteed to prevent such unauthorized access. Monroe Capital therefore does not warrant that such security measures will prevent such unauthorized access in each and every instance.
In using portions of the website, you may provide Monroe Capital with personal information about you, your relatives and/or other persons affiliated with or designated by you. Personal information is any information that can be used to identify or contact a specific individual. Monroe Capital may use personal information for its own internal purposes. Monroe Capital will not transfer, sell or disclose such personal information to any other third party without the applicable person’s prior consent, except (a) as may be required by law (including, without limitation, pursuant to a subpoena, search warrant or other court order, or the order of any regulatory body having jurisdiction over Monroe Capital or clients managed by Monroe Capital; (b) to protect the integrity of the website and/or to protect the interests, rights, safety, or property of Monroe Capital; (c) to enforce this agreement; (d) to provide you with services or products requested by you and to perform activities related to such services and products, including billing and collection; (e) in connection with a merger, acquisition, divestiture, reorganization, change of control or liquidation of Monroe Capital; or (f) to operate Monroe Capital’s systems properly. In general, Monroe Capital’s business practices limit access to personal information obtained through your use of the website to those personnel who need to know such information to conduct Monroe Capital’s operations. Monroe Capital maintains physical, electronic and procedural safeguards designed to protect such information from unauthorized access or use.
Monroe Capital will retain your personal information and other data submitted by you until you request that it be removed from Monroe Capital’s database. Please note that when information is removed from Monroe Capital’s database it may continue to exist in backup archives maintained by Monroe Capital. You may remove yourself from Monroe Capital’s database by contacting us at the address set forth in section 13 below. Monroe Capital will use personal information obtained through your use of the website only in accordance with the agreement in effect at the time such information was provided. Monroe Capital reserves the right to change this agreement at any time and to apply such changes retroactively.
6.1 SHORT MESSAGE SERVICE (SMS) PRIVACY
We respect your privacy and are committed to protecting your personal information. When you sign up for our SMS service, you agree to receive text messages from us. We will only use your mobile number to send you relevant and timely messages about our products, services, offers, and events. You can opt out of receiving these messages at any time by replying STOP to any message or contacting us at firstname.lastname@example.org.
We may also disclose your personal information if required by law, regulation, court order, or legal process. We will notify you of any such disclosure unless prohibited by law.
7. NO RELIANCE
While Monroe Capital uses reasonable efforts to update the information contained in the website, Monroe Capital makes no representations or warranties as to the accuracy, reliability or completeness of any information on the website. Any content of the website is subject to change without notice. As noted above, permission by Monroe Capital to access this website should not be construed as, or relied upon as, investment, financial, legal, regulatory, accounting, tax or similar advice.
8. MATERIAL TO BE CONSULTED IN THEIR ENTIRETY
All materials on the website are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions, disclosures, hedge clauses, and any copyright or proprietary notices, including those contained in this agreement. Any disclaimers, restrictions, disclosures or hedge clauses apply to any partial document or material in the same manner as they do the whole, and will be deemed incorporated in the portion of any material or document that you consult or download.
9. THIRD-PARTY SITES
10. PROPRIETARY RIGHTS
You acknowledge and agree that all content and materials available on the website are protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws. Except as may be expressly authorized by Monroe Capital under a separate written agreement, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from such materials or content. Systematic retrieval of data or other content from the website to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from Monroe Capital is prohibited. In addition, use of the content or materials for any purpose not expressly permitted in this agreement is prohibited. Except as expressly provided above, all rights are reserved. Use of any of Monroe Capital’s trademarks as metatags on other websites also is strictly prohibited. You may not display the website in frames (or any of the content or materials via in-line links) without our express written permission. Permission to use certain content or materials in a manner prohibited by this section 10 is granted only when certain limited criteria are met.
11. DISCLAIMER OF WARRANTIES
All materials, information, software, products, and services included in or available through the website are provided “as is” and “as available” for your use. The content is provided without warranties of any kind, either express or implied. To the fullest extent permitted under applicable law, Monroe Capital disclaims all warranties, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or completeness with respect to all information and materials on the website.
You acknowledge that you are aware that by using this website you may be subject to security and privacy exploitations, including, eavesdropping, sniffing, spoofing, hacking, breaking passwords, harassment, exposure to objectionable material, posturing, and/or other security or privacy hazards.
Monroe Capital and its licensors do not warrant that the content is accurate, reliable or correct; that the website will be available at any particular time or location; that any defects or errors will be corrected; that unauthorized access to or misappropriation of the content will not occur; or that the content is free of viruses or other harmful components. Your use of the website is solely at your risk. Monroe Capital disclaims all liability for damages to your computer, server, electronic mail, electronic communications, or other technical difficulties that may arise from use of the website. Because some jurisdictions do not permit the exclusion of certain warranties, these exclusions may not apply to you.
12. LIMITATION OF LIABILITY; INDEMNIFICATION
Under no circumstances or event shall Monroe Capital, its subsidiaries, officers, directors, members, principals, investors, clients, agents or employees be liable for any direct, indirect, punitive, incidental, special, or consequential damages that result from the use of (including reliance on the information or materials accessed through the website), or inability to use, the website, or the unauthorized access to or the misappropriation of any content made available on or through the website. This limitation applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Monroe Capital has been advised of the possibility of such damage. Because some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, Monroe Capital’s liability in such jurisdictions will be limited to the extent permitted by law.
These limitations of liability will apply regardless of: (i) any negligence or gross negligence of Monroe Capital or any of its officers, directors, members, principals, investors, clients, agents or employees or (ii) whether the liability arises in negligence, gross negligence, strict liability, contract, tort (including negligence or gross negligence) or any other theory of legal liability; and will remain in effect even if any remedy fails of its essential purpose.
Your sole remedy for dissatisfaction with your use of the website is to stop using the website.
You hereby agree, at your own expense, to indemnify, defend and hold Monroe Capital and its subsidiaries, officers, directors, members, principals, investors, agents and employees harmless from and against any and all liabilities and costs incurred by these parties in connection with any claim arising out of any breach by you of this agreement or any of the representations, warranties and covenants made by you herein, including, without limitation, attorneys’ fees and costs. You shall cooperate as fully as reasonably required or requested in the defense of any such claim. Monroe Capital reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of Monroe Capital.
This agreement shall be governed by the internal laws of the State of Illinois, without reference to its conflicts of laws provisions. Any dispute arising out of or relating to this agreement or the use of this website shall be brought solely in the federal or state courts located in Cook County, Illinois, U.S.A., and you consent to exclusive jurisdiction and venue in such courts and hereby irrevocably waive all defenses of lack of personal jurisdiction and forum non-conveniens.
Any notice to Monroe Capital shall be given in writing and sent by registered mail to Monroe Capital Partners LLC, 311 South Wacker Drive, 64th Floor, Attention: General Counsel.
If any provision of this agreement is held to be invalid or unenforceable in any jurisdiction, such provision shall be deemed modified to the minimum extent necessary so that such provision shall no longer be held to be invalid or unenforceable, and this agreement shall be interpreted so as to achieve the intent expressed herein to the greatest extent possible in the jurisdiction in question. Any such modification, invalidity or unenforceability shall be strictly limited both to such provision and to such jurisdiction.
Statements included herein 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, conditions or results and involve a number of risks and uncertainties. Actual results and conditions may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in our filings with the Securities and Exchange Commission. Monroe Capital undertakes no duty to update any forward-looking statements made herein.
Last updated: September 6, 2018