Terms & Conditions

Last updated: 12/28/2011

By accessing this website and any materials presented herein (the “Site”), you accept in their entirety and without modification the following terms and conditions (as may be modified or otherwise changed, these “Terms and Conditions”). If you do not agree to these Terms and Conditions, you may not access or use the Site. Graycliff Partners LP and its affiliates (“Graycliff”, “us”, “we” or “our”) reserves the right, at our discretion, to modify and otherwise change these Terms and Conditions, without notice, at any time. Any such modifications or other changes of provisions, shall be effective upon posting to the Site. You acknowledge and agree that Graycliff may temporarily or permanently restrict, suspend or terminate these Terms and Conditions and/or your access to, and use of, all or any part of the Site or its contents in Graycliff’s sole and absolute discretion, and without prior notice or liability. We reserve the right to deny, revoke or suspend the right of any Person to access or use this Site at any time.

1. No Offers or Reliance.

Nothing contained in the Site constitutes investment, FINANCIAL, legal, regulatory, accounting, tax or other advice. Neither the Site nor the information or any opinion contained in the Site constitutes a solicitation or offer by Graycliff or any fund or other entity managed directly or indirectly by Graycliff, to buy or sell any securities, financial instruments, investments or services of Graycliff or any other issuer, person, or entity. Offers can only be made where lawful under, and in compliance with, applicable law. No information provided on this site shall be deemed a recommendation to buy or sell any securities. The information provided on the 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 restricted or prohibited by law or regulation. Those who access this Site do so of their own initiative and are responsible for compliance with applicable local laws and regulations.

2. Past Performance NOT INDICATIVE OF FUTURE RESULTS.

Past performance is not indicative of future results. No representation or warranty of any kind is being made that any investment will or is likely to achieve profits or losses similar to those achieved in the past, or that significant OR TOTAL losses will be avoided. Any transactions listed on this site are included as representative transactions and are not necessarily reflective of overall performance.

3. Disclosures and Forward-Looking Statements.

The information contained on the Site may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that reflect the current views of Graycliff with respect to, among other things, future events and financial performance. Forward-looking statements can be identified by terminology such as “outlook,” “believe,” “expect,” “potential,” “continue,” “may,” “will,” “should,” “could,” “seek,” “approximately,” “predict,” “intend,” “plan,” “estimate,” “anticipate,” “opportunity,” “comfortable,” “assume,” “remain,” “maintain,” “sustain,” “achieve,” “see,” “think,” “position” or the negative version of those words or other comparable words.

Any forward-looking statements contained on the Site are based upon historical information and on Graycliff’s current plans, estimates and expectations. The inclusion of this or other forward-looking information should not be regarded as a representation by Graycliff or any other person that the future plans, estimates or expectations contemplated by Graycliff will be achieved. Actual results could differ materially from those anticipated in these forward-looking statements and future results could differ materially from historic performance. We caution that forward-looking statements are subject to numerous assumptions, estimates, risks and uncertainties, including, but not limited to: global economic, business, market and geopolitical conditions; any downgrade or perceived downgrade in the credit ratings of the U.S. government; U.S. and foreign regulatory developments relating to, among other things, financial institutions and markets, government oversight and taxation; the conditions impacting the private equity fund industry; Graycliff’s ability to successfully compete for fund investors, professional talent and investment opportunities; Graycliff’s successful formulation and execution of its business and growth strategies; Graycliff’s ability to appropriately manage conflicts of interest, and tax and other regulatory factors relevant to Graycliff’s business; as well as assumptions relating to Graycliff’s operations, investment performance, financial results, financial condition, business prospects, growth strategy and liquidity. If one or more of these or other risks or uncertainties materialize, or if Graycliff’s assumptions or estimates prove to be incorrect, Graycliff’s actual results may vary materially from those indicated in these statements. Graycliff does not undertake to update any forward-looking statement, whether as a result of new information, future developments or otherwise.

4. Intellectual Property Rights; Licenses.

All rights in, to and under the Site (including, for the avoidance of doubt, all of its contents) are owned by Graycliff or its licensors, which hereby expressly reserve all right, title and interest therein. Except for the express limited right granted under these Terms and Conditions, we and our licensors reserve all rights to the Site (including, for the avoidance of doubt, all of its contents). Subject to your compliance with and acceptance of these Terms and Conditions, Graycliff grants you a limited, revocable, nonexclusive, nonsublicensable and nontransferable license to access and use information contained on the Site solely for your own internal informational purposes only; provided, that, in no event are you being granted any license or other right, title or interest in or to the trademark “GRAYCLIFF” or any of our other trademarks, service marks, logos or trade dress. You hereby grant to Graycliff a perpetual, nonexclusive, irrevocable, royalty-free, fully paid up, fully assignable, fully sublicenseable right and license to use, adapt, create derivative works from or exercise any rights under, in each case without restriction, any information, image, text, data or other material that you transmit to the Site, subject to the Privacy Policy set forth in Section 5 below.

5. Privacy Policy.

Graycliff’s privacy policy is available upon request. When you use the Site, we (or our service providers on our behalf) collect the following information: IP Address.

6. Other Applicable Terms and Conditions

Graycliff enters into contracts with its investors and other clients in connection with funds managed by Graycliff and with counterparties in connection with investments made by Graycliff. In the event of any conflict between the terms and conditions of any such contracts and these Terms and Conditions, the terms and conditions of such contracts will govern.

7. Third Party Sites.

The Site may provide links to third-party websites that are not under the control of Graycliff. All links to such third party websites are provided for convenience only. Graycliff is not responsible for the content, products, or services that may be contained on the linked third-party sites. We reserve the right to deny, revoke or suspend (including by taking affirmative actions to block) any linking or other association undertaken by third parties to or from our Site, without any notice, obligation or liability.

8. NO WARRANTY; INFORMATION AND SERVICES PROVIDED “AS IS”.

GRAYCLIFF AND ITS OFFICERS, DIRECTORS, MEMBERS, PARTNERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES (THE “GRAYCLIFF PARTIES”) MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING REGARDING THIS SITE AND/OR THE ACCURACY, ADEQUACY, RELIABILITY, TIMELINESS, COMPLETENESS, SUITABILITY OR OTHER CHARACTERISTICS OF THE INFORMATION, MATERIALS AND SERVICES CONTAINED ON OR PRESENTED THROUGH THE SITE.THIS SITE AND ALL SUCH INFORMATION , MATERIALS AND SERVICES ARE PROVIDED “AS IS”, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, AND ON AN “AS IS, WHERE IS” BASIS, WITH ALL FAULTS.YOU ASSUME ALL RISKS OF ACCESSING AND USING THIS SITE AND ANY INFORMATION, MATERIALS AND SERVICES PROVIDED HEREIN. GRAYCLIFF, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE SITE, ANY MATTER RELATED TO THE SITE AND SUCH INFORMATION, MATERIALS AND SERVICES MADE AVAILABLE ON THE SITE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND AVAILABILITY.THE GRAYCLIFF PARTIES ASSUME NO RESPONSIBILITY FOR, AND MAKE NO REPRESENTATIONS OR WARRANTIES THAT, INFORMATION, SERVICES OR FUNCTIONS CONTAINED AT THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE WILL BE FREE OF VIRUSES, WORMS, “TROJAN HORSES” OR OTHER HARMFUL COMPONENTS, OR THAT ANY COMMUNICATIONS TO OR FROM THE SITE WILL BE SECURE OR UNALTERED.

9. Governing Law; Consent to Jurisdiction; Notices; Construction.

These Terms and Conditions shall be governed by and construed in accordance with the laws of the state of New York, without reference to its conflicts of laws provisions. You agree that any dispute or action at law or in equity arising out of or relating to these Terms and Conditions or your use of the Site may be commenced in the state or federal courts located in New York County, New York, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of any such dispute or action.Any notice to Graycliff shall be given in writing and sent by registered mail to Graycliff Partners LP, 500 Fifth Avenue, Suite 4700, New York, NY 10110, Attention: Steven J. Schaefer, Chief Financial Officer, or at such successor address as designated by Graycliff.If any provision of these Terms and Conditions 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 these Terms and Conditions 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.No waiver at any time by us of any of these Terms and Conditions will be deemed a waiver of any other provision of these Terms and Conditions at that time nor deemed a waiver of that or any other provision at any other time.Headings are used for convenience only and shall be of no force or effect.