Terms of Use

Last Updated and Effective As Of: June, 2019

These Terms of Use apply to the Internet sites of Navab Capital Partners LP and its affiliates (“NCP” or “we”), including www.navabcapital.com, all sites hosted within or associated with that domain, and any other affiliated sites. Please read these Terms of Use (“Terms of Use”) carefully before using any of these websites (collectively, the “Site”). These Terms of Use set forth the legally binding terms and conditions that govern your access to and use of the Site and its contents (collectively, the “Content”). By visiting the Site, you accept these Terms of Use, both of which may be updated at any time. Any update to these Terms of Use will be effective upon posting a notice of the modified Terms of Use here. We encourage you to periodically consult the Terms of Use to learn about any modifications and updates. Your continued use of the Site after any such modifications shall constitute your acceptance of these Terms of Use as modified. If you do not agree to these Terms of Use for any reason, please discontinue use of this Site.

If you have any questions or comments about these Terms of Use, you can write us at Website Inquiry c/o Legal and Compliance, Navab Capital Partners, 900 Third Avenue, 19th Floor, New York, NY 10022.

Uses of Our Site and Content

We have the right (but not the obligation) to monitor this Site for any unauthorized or objectionable conduct and to take all appropriate actions in response, without notice to you. We have listed below the permitted and prohibited uses of our Site and the Content by Site visitors.

You may copy, download and print individual pages of our Site for your own use. You may not remove any copyright, trademark or other proprietary notices or other legends from any such pages. You may not alter or modify the Content in your copies. In no event may you (i) extract, copy or download a large portion of the Content, such as by a bot, webcrawler, scraper, spider or other device that “harvests” portions of the Site, (ii) make more than the minimum number of copies of our Content for your own use, (iii) engage in any commercial exploitation of any of our Content, or (iv) post it elsewhere on the Internet.

You may not (and may not encourage others to) attempt to violate the security of this Site or use or gain access to the identities, information or computers of others, through this Site or use the Site to violate any law or regulation or the intellectual property, privacy or publicity, or contractual rights of others.

Trademarks and Other Intellectual Property

NAVAB CAPITAL PARTNERS, NCP and certain other marks or logos displayed on this Site are trademarks and service marks of and owned by NCP. You may not use any of those or any other NCP trademarks, trade names or service marks in any manner that creates the impression that such names and marks belong to or are associated with you or your affiliates or are used with NCP’s consent.

All Content included on the Site is owned by NCP or other parties, and is protected by copyright and other intellectual property law. All trademarks or service marks on the Site that are not owned by NCP are the property of their respective owners. You may not use any such trademarks or service marks without the permission of their respective owners.

No Offer or Advice

The Content included on the Site is for informational purposes only and does not constitute an offer to sell or buy any securities, financial instruments, investments or other services of NCP or any entity, and may not be used or relied upon in connection with any offer or sale of securities, financial instruments, investments or other services. An offer or solicitation will be made only through a final private placement memorandum, subscription agreement and other related documents with respect to a particular investment opportunity and will be subject to the terms and conditions contained in such documents, including the qualifications necessary to become an investor.

NCP is not utilizing the Site to provide investment or other advice, and nothing on the Site is to be deemed a recommendation that you buy, sell, hold or make any other security or investment decision. The Site and its Content should not be relied upon for the purpose of making or communicating investment or other decisions nor construed as investment, legal, accounting, tax or other professional advice. To obtain such advice, you should consult with your own professional advisor. Any transactions listed on the Site are included as representative transactions and are not necessarily reflective of overall performance.

Forward Looking Statements

The contents of the Site may contain forward-looking statements that are based on beliefs, assumptions, current expectations, estimates, and projections about the financial industry, the economy, NCP itself or its investments. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements. Furthermore, NCP undertakes no obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events or otherwise.

Past Performance is Not Indicative of Future Results

Any performance-related Content on the Site is exclusively an indication of past performance. NCP makes no representation that any investment or transaction will result in profits or losses similar to those achieved in the past, or that significant losses will be avoided.

Links to Other Websites

The Site may contain links to, or may be linked from, other websites that are not maintained by us. NCP does not endorse, have any responsibility for, or make any representations about, any other websites, including their products and services, content, communications and website use policies. If you follow links to websites not affiliated or controlled by us, you should review their terms and conditions and other privacy and security policies, as these Terms of Use no longer apply – i.e., the policies and practices of other websites and other parties are governed by their respective terms of use and privacy policies. We do not guarantee and are not responsible for the privacy or security of these sites, including the accuracy, completeness, or reliability of their information. NCP expressly disclaims any responsibility for your access to or use of such other websites.

Disclaimers

THE SITE AND ALL CONTENT AVAILABLE ON OR THROUGH THE SITE ARE PROVIDED BY NCP ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU EXPRESSLY UNDERSTAND THAT NCP DOES NOT MAKE AND HEREBY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS, OR ENDORSEMENTS WHATSOEVER, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES OF TITLE OR NON-INFRINGEMENT, AS TO THE OPERATION OF THE SITE OR THE CONTENT AVAILABLE ON OR THROUGH THE SITE. NCP DOES NOT WARRANT THAT SUCH CONTENT IS ACCURATE, RELIABLE OR CORRECT, THAT THIS SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

You acknowledge and accept that: (1) the Site may not be available, may not function properly or may have or cause technological problems (including, without limitation, computer malfunction, failure of performance, delays, interruptions, defects, errors, worms or viruses) from time to time; and (2) NCP or its designee cannot, and does not, guarantee that the Site will be free of security problems (including, without limitation, unauthorized interception of data or communications).

All Content available on or through the Site is only as of the date indicated. Although we make reasonable efforts to provide accurate information, at times we may not promptly update or correct the Site even if we are aware that it is inaccurate, outdated or otherwise inappropriate.

Limitations of Liability

NCP and its affiliates and all of their respective officers, directors, managers, partners, members, shareholders, employees, affiliates, representatives, licensors and agents will not be liable hereunder for any direct or indirect damages or injury, including but not limited to special, incidental, punitive or consequential damages (whether in an action in contract or tort or under statute), that result from the use of (or the inability to use) the Site and its Content, or a website to which the Site links, including any damages or injury caused by any failure of performance, error, omission, interruption, defect, delay in operation, computer virus, line failure, or other computer malfunction, or from any action that you take or decision you make in reliance on any information contained in the Site.

Notwithstanding the foregoing, nothing contained in preceding paragraphs or elsewhere in these Terms of Use shall constitute a waiver by you of any of your legal rights under applicable U.S. federal securities laws or any other laws whose applicability is not permitted to be contractually waived.

Notwithstanding any references to Kohlberg Kravis Roberts & Co (“KKR”) contained on the Site or any websites to which the Site links, KKR is not responsible or liable for the contents of the Site or any such linked websites, and has no obligation to verify or update information therein. KKR’s investment committees take a consensus-based approach with respect to its investment-decision making process.

Indemnification

You agree to indemnify and hold harmless NCP and its affiliates and their respective officers, directors, managers, partners, members, shareholders, employees, affiliates and agents from any and all liabilities, damages, losses, claims, expenses and fees resulting from your breach of these Terms of Use and our Privacy Policy.

International Use

The Site is operated and controlled by NCP in the United States. Access to the Site from countries or territories where such access is illegal is prohibited. NCP makes no claims that the Site is appropriate or lawful for use or access outside the United States. To the extent that your access and use of the Site implicates the laws of a jurisdiction other than the United States, then you are responsible for compliance with such laws. You are solely responsible for complying with all local laws, rules and regulations regarding online conduct and website access.

Governing Law / Venue

These Terms of Use are governed by the laws of the State of New York without giving effect to any principles or rules of conflicts of laws to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of other jurisdictions, as to all matters, including, but not limited to, matters of validity, construction, effect, performance and remedies.

NCP may bring an action against you in connection with any dispute, controversy or claim arising out of these Terms of Use, the Privacy Policy or your use of the Site (“Dispute”) in any jurisdiction. NCP may elect to resolve any Dispute through binding arbitration and, if it so elects, you and we agree that such Dispute shall be resolved pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The seat of such arbitration shall be New York, New York, U.S.A. Any such arbitration will be conducted as an individual arbitration and you agree that no arbitration shall be brought by you or resolved on a class, mass or representative basis. You agree that any claim or cause of action arising out of or related to these Terms of Use or your use of the Site must be filed within one (1) year after such claim or cause of action arose regardless of any statute or law to the contrary.

Termination

NCP may terminate your access to the Site at any time, for any reason or no reason, with or without prior notice.