Terms and Conditions of Use

These terms and conditions (“Terms of Use”) are a contract between users (“you”) and Closed Loop and apply to the website located at  https://www.closedlooppartners.com, its content and any other webpages owned and/or operated by us that link back to, or otherwise display, these Terms of Use, including any password-protected areas and Social Media Sites maintained by Closed Loop (the “Channel”, and collectively, the “Website”).

By using the Website, you agree to abide by these Terms of Use. If you do not agree to abide by these Terms of Use, your sole and exclusive remedy is to discontinue using the Website. Your compliance with these Terms of Use and any Other Agreements (as defined below) is a condition to your right to access the Website. This document affects your legal rights, including limiting your damages if you sue us, so please read it carefully.

We reserve the right, in our sole discretion, to change, modify, add or remove any portion of the Website, including the Terms of Use, in whole or in part, at any time, without prior notice to you. Changes to these Terms of Use will be effective when posted. For this reason, we encourage you to visit and review this page regularly to ensure that you are familiar with the then current Terms of Use that apply to your use of the Website. The date of the last revision or update appears at the top of the Terms of Use under the title. Nothing contained in these Terms of Use is intended to modify or amend any other written agreement you may have with us (including without limitation any customer agreement, participation agreement or account agreement) (“Other Agreements”), if any, that may currently be in effect. In the event of any inconsistency between these Terms of Use and any Other Agreements, the Other Agreements will govern. To the extent these Terms of Use conflict with the terms and conditions of use relating to any password-protected area of the Website (“Other Terms of Use”), the more specific Other Terms of Use relating to such password-protected area shall control.

Acceptable Use of the Website

All materials, including but not limited to images, text, data, illustrations, designs, icons, photographs, programs, downloads, videos, services and content (“Content”) that are part of the Website are intended solely for personal, non-commercial use. We authorize you to view and access a single copy of the Content available on the Website for your own use. You agree to only use the Website and the Content for the purposes for which it has been designed. You further agree to comply with these Terms of Use and all applicable local, state, national, and international laws, rules, and regulations. Please be advised that we may record certain usage information, such as the number and frequency of visitors to the Website.

Restrictions on Use

As a condition of your use of the Website, you agree that you will not, under any circumstances:

• Reproduce, publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any Content;
• Use the Website in any manner that could damage, disable, overburden, or impair the Website or interfere with proper functioning of the Website, including making automated use of the Website or taking any action that we deem to impose or potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure;
• Use the Website for any unlawful purpose or for the promotion of illegal activities;
• Interfere with or disrupt or attempt to interfere with or disrupt the Website or servers or networks connected to the Website, or disobey any requirements, procedures, policies, or regulations of networks connected to the Website, including bypassing any measure we take to restrict access to the Website;
• Use any software, technology or device to scrape, spider, or crawl the Website or harvest or manipulate data on the Website;
• Reverse engineer, decompile, disassemble, or otherwise attempt to extract or discover the source code of the Website or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation; or

If we believe you are using or attempting to use the Website in breach of any one or more of these restrictions, we reserve the right to suspend or terminate your ability to use the Website (or any portion thereof).

Linked Sites

The Website may provide links to websites operated by other entities. These links are provided strictly for your convenience. In addition, third-party sites may be linked to this Website, with or without our consent. We make no warranty or representation regarding, do not endorse, and do not accept any responsibility for, any websites linked to or from the Website or the information appearing thereon or any of the products or services described thereon. You acknowledge and agree that use of third party websites is strictly at your own risk. You may not link a part of this Website to another website without our express permission.

Intellectual Property

The Website and its Content are the exclusive property of and owned by Closed Loop. The Website contains and is protected by intellectual property rights, including copyrights, trademarks, logos, and service marks (whether registered or not, and wherever in the world those rights may exist) owned by Closed Loop or third parties that have licensed their materials or provided services to Closed Loop.  Access to or viewing materials posted to the Website does not confer any license under any of our or any third party’s intellectual property rights or otherwise authorize you to use any trademark, logo, service mark, copyright, or other intellectual property, except as explicitly provided herein, agreed to by Closed Loop or permitted under applicable law. The Content of the Website may not be reproduced or redistributed in whole or in part, in any format, without the express written approval of Closed Loop.

No Offers or Advice/Forward-Looking Statements/Historical Information

The Content provided on the Website is for informational purposes only and is not, and may not be relied on in any manner as, professional, tax, accounting, legal, ERISA or financial advice or as an offer to sell or a solicitation of an offer to buy an interest in any fund, investment vehicle, or account managed by Closed Loop. An offer or solicitation will be made only through a final private placement memorandum, subscription agreement, prospectus, or other related document with respect to a particular investment opportunity (each, an “Offering Document” and collectively, the “Offering Documents”) and will be subject to the terms and conditions in such documents, including the qualifications necessary to become an investor. The information on the Website is superseded by, and is qualified in its entirely by reference to, the Offering Documents. None of the information contained on the Website has been filed with the U.S. Securities and Exchange Commission, any securities administrator under any state securities laws or any other governmental or self-regulatory authority. No governmental authority has passed on the merits of the offering of interests in any fund, investment vehicle, or account managed by Closed Loop or the adequacy of the information contained on the Website. Any representation to the contrary is unlawful.

Nothing contained on the Website constitutes professional, tax, accounting, legal, ERISA or financial advice nor does any information contained on the Website constitute a comprehensive or complete statement of the matters discussed or the law relating thereto. In addition, nothing contained on the Website shall constitute a recommendation or endorsement of any securities and any references to any securities or portfolio companies should not be used as the basis for making any decision about purchasing, holding or selling any securities or investments. Nothing contained on the Website should be interpreted or used in any manner as investment advice. Any discussions of securities and portfolio companies is intended to be illustrative and is not intended to be used as an indication of the current or future performance of any securities, funds or portfolio companies. Any transactions described on the Website as having been engaged in by us are included for illustrative purposes only and are not necessarily reflective of overall results of any of our businesses. No endorsement, guarantee or representation regarding the performance or any security, strategy, fund, portfolio company or investment is being made hereby, including regarding the suitability of any investment or investment strategy. Any decision to invest or take any other action with respect to the securities or investments shown on the Website may involve risks not discussed herein and no such decisions should be made based on the information contained on the Website. It should not be assumed that any securities or investments shown on the Website will increase in value. You are solely responsible for evaluating the risks and merits regarding use of the Website and should obtain relevant and specific professional advice, including tax advice, from your legal, financial, personal and other advisers, before making any investment or financial decision or purchasing any financial, securities or investment-related service or product.

An investment in a fund, investment vehicle or account managed by Closed Loop is subject to significant risks that are described in more detail in the Offering Documents, including the loss of principal amount invested. Such investments are not suitable for all investors and are not obligations of or guaranteed by Closed Loop or any of its affiliates. The investments are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other entity. Before making an investment decision, prospective investors should pay particular attention to the risk factors contained in the Offering Documents. Investors should have the financial ability and willingness to accept the risk characteristics of an investment. There can be no assurance that any fund, investment vehicle or account managed by Closed Loop will be able to implement its investment strategy or achieve its investment objectives.

Certain information contained on the Website (including financial information) has been obtained from published and non-published sources. Such information has not been independently verified by Closed Loop, and this Website, and the information and materials herein, are provided “as is” and without warranties or representations of any kind either express or implied. Closed Loop and its affiliates disclaim all warranties, express or implied, including but not limited to, implied warranties of merchantability and fitness for a particular purpose. Closed Loop does not warrant the accuracy, completeness or reliability of any information on this Website or that this Website will operate “error free.” Except where otherwise indicated on the Website, the information provided on the Website is based on matters as they exist as of the date of the Website or the date indicated therein and not as of any future date, and may not be updated or otherwise revised to reflect information that subsequently becomes available or changes in circumstances occurring after such date.

Certain information on the Website may contain forward-looking statements, which can be identified by the use of terms such as “may”, “should”, “believe”, “expect”, “anticipate”, “project”, “estimate”, “optimistic”, “intend”, “aim”, “will”, “continue” (or the negatives thereof) or other variations thereof. Due to various risks and uncertainties, actual events or results of actual performance of an investment may differ materially from those reflected or contemplated in such forward-looking statements, which speak only of the date they are made, and there is no guarantee that these opinions or predictions will ultimately be realized. As a result, investors should not rely on such forward-looking statements in making their investment decisions. Any projection of the performance discussed by Closed Loop is highly speculative and represents Closed Loop’s opinion, which may change. Closed Loop undertakes no obligation to update publicly or revise any statements contained on the Website, whether as a result of new information, future developments or otherwise.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. ANY INVESTMENT INVOLVES SIGNIFICANT RISKS, INCLUDING LOSS OF THE ENTIRE INVESTMENT. No representation is being made that any investment or transaction will or is likely to achieve profits or losses similar to those achieved in the past, or that significant losses will be avoided. Market and economic conditions in the future may vary. In addition, not all portfolio companies held by Closed Loop had performance that equaled the performance of the companies shown on the Website.

The Content has not been reviewed or approved by any regulatory authority and has been prepared without regard to the individual financial circumstances or objectives of persons who may receive it. The appropriateness of a particular investment or strategy will depend on an investor’s individual circumstances and objectives. No representation is being made as to the suitability of any investment.

Compliance with Applicable Law

Unless otherwise expressly set forth herein, we make no representation that materials on the Website are appropriate or available for use in any particular location. If it is illegal or prohibited in your country of origin to access or use the Website or any of its Content, including the Channel, then you agree not to do so. Those who choose to access the Website do so on their own initiative and are responsible for compliance with local laws.

ERISA Considerations

The information provided on the Website (including any separate documents that may be accessed through the Website) is not directed at any investor or category of investors and is provided solely as general information about our products and services and to otherwise provide general investment education. In addition, the information provided on the Website is being provided on an express basis that it and any related communications (whether written or oral) will not cause Closed Loop to become an investment advice fiduciary under the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or the U.S. Internal Revenue Code of 1986, as amended, with respect to any retirement plan or individual retirement account investor, as you are fully aware that Closed Loop (i) is not undertaking to provide impartial investment advice, make a recommendation regarding the acquisition, holding or disposal of an investment, act as an impartial adviser, or give advice in a fiduciary capacity, and (ii) has a financial interest in the offering and sale of one or more products and services, which may depend on a number of factors relating to Closed Loop’s internal business objectives, and which has been disclosed to the recipient. Nothing conveyed (in writing or orally) in connection with the Website is intended to constitute a recommendation that any person take or refrain from taking any course of action within the meaning of U.S. Department of Labor Regulation §2510.3-21(b)(1), including without limitation buying, selling or continuing to hold any security. No information contained on the Website should be regarded as a suggestion to engage in or refrain from any investment-related course of action as Closed Loop is not undertaking to provide investment advice, act as an adviser to any plan or entity subject to ERISA, individual retirement account or individual retirement annuity, or give advice in a fiduciary capacity with respect to the information provided on the Website. You are advised to contact your own financial advisor or other fiduciary unrelated to Closed Loop about whether any given course of action may be appropriate for your circumstances. The information provided on the Website is intended to be used solely by the recipient in considering the products or services offered by Closed Loop and may not be used for any other reason, personal or otherwise.

Disclaimer and Indemnity

Views expressed are those of Closed Loop. The Website and the information and materials on the Website are provided “as is” and without warranties or representations of any kind either expressed or implied and we and our affiliates disclaim all warranties, expressed or implied, including but not limited to, implied warranties of merchantability and fitness for a particular purpose. We do not warrant the accuracy, completeness, reliability, security, availability at all times or timeliness of any information on the Website or that the Website will operate “error free.” In no event shall we or our affiliates, or any of our or their respective partners, stockholders, members, managers, officers, directors, employees, agents, funds and such funds’ limited partners (collectively, the “Closed Loop Parties”), be responsible for any damages, liabilities or injury, including indirect, incidental, special, punitive, multiple, consequential or other damages, however caused or arising out of your use of (or inability to use) the Website. If your use of the Website gives rise to any third party complaint, charge, claim, loss, expense, damage, cost, liability or demand, including attorneys’ fees (collectively, a “Claim”), against you or any Closed Loop Party, you agree to (i) indemnify and hold harmless the Closed Loop Parties with respect to any such Claim, (ii) release the Closed Loop Parties from any such Claim and (iii) waive all laws that may limit the efficacy of such release.

Limitation of Liability

To the maximum extent permitted by law, we disclaim all liability arising out of your use of the Website and its Content, even if we have been advised of the possibility of the damages, liability or injury that you suffer, including any damages, liability or injury caused by any incorrectness or incompleteness of information contained herein, any failure of performance, error, omission, defect, interruption, delay in operation, computer virus, line failure or other computer malfunction, whether caused by negligence or otherwise.

Notice of Copyright Infringement

The Digital Millennium Copyright Act of 1998 provides recourse for copyright owners who believe that material posted on Internet sites infringes their rights under U.S. copyright law. If you believe in good faith that items, information or other materials appearing on the Website infringe your copyright, please send us a notice containing the following information:

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
• Identification of the material that is claimed to be infringing or to be the subject of infringing activities and that is to be removed or access to which is to be disabled, and information sufficient to permit us to locate the material;
• Contact information for the notifying party, including name, address, telephone number, and email address;
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Please submit this notice to us at [email protected].

Termination

We may, at any time, terminate these Terms of Use: (1) if we believe you have breached or attempted to breach any provision of these Terms of Use; (2) if we are required to do so by law; (3) if we are transitioning to no longer providing the Website to users in the country or state in which you reside or from which you use the Website; (4) the provision of the Website to you by us is, in our opinion, no longer commercially viable; or (5) in our sole discretion, at any time and for any other reason. Your continued use of the Website following such termination may result in your liability for conversion, misappropriation, trespass to chattels and all other claims and causes, regardless of the identity of claimant or injured party, arising from or relating to your continued use of the Website. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Website may be referred to appropriate law enforcement authorities.

When these Terms of Use are terminated, any of the legal rights, obligations, and liabilities that by their nature should continue shall survive such termination.

Miscellaneous

Governing Law. These Terms of Use shall be governed by the laws of the State of Delaware, without giving effect to its conflict of laws provisions. Any dispute relating to these Terms of Use shall be brought solely in the state or federal courts located in Delaware and you agree that such courts shall have jurisdiction over you in connection with any such dispute.

Term for Cause of Action. Regardless of any statute or law to the contrary, you must commence any cause of action you may have with respect to your use of the Website within one (1) year after the claim or cause of action arises.

Severability and Waiver. If, for any reason, a court of competent jurisdiction finds any provision in these Terms of Use to be unenforceable, such provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms of Use, and the remainder of these Terms of Use shall continue in full force and effect. Our failure to act with respect to a breach of these Terms of Use by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches.

Arbitration. By using the Website, you agree that we, at our sole discretion, to the maximum extent permitted by applicable law, may require you to submit any disputes arising from the use of the Website, related services or these Terms of Use, including disputes arising from or concerning their interpretation, violation, nullity, invalidity, non-performance or termination, as well as disputes about filling gaps in this contract or its adaptation to newly arisen circumstances, to final and binding arbitration under the International Rules of Arbitration of the American Arbitration Association (the “Rules”), by one or more arbitrators appointed in accordance with the said Rules and to be held in the State of Delaware. Notwithstanding these Rules, however, such proceeding shall be governed by the laws of the State of Delaware. Arbitration costs and reasonable documented attorneys’ costs of both parties shall be borne by the non-prevailing party.

Entire Agreement. Other than with respect to Other Agreements and Other Terms of Use, these Terms of Use constitute the entire agreement between you and Closed Loop regarding the subject matter hereof and govern your use of the Website, superseding any prior agreement between you and Closed Loop on this subject.

Contact

If you have any questions or comments or need to provide us notice of any sort related to these Terms of Use, you may contact us in the following ways:

Mailing Address:
Closed Loop Partners, LLC.
888 7th Ave, 10th Floor
New York NY 10106

Email Address: [email protected].

Phone Number: +1 646-475-0201