Terms & Conditions of Use


Agreement to Terms of Use


Please read the following terms and conditions (“Terms of Use”) before using Carmel Partners, Inc.’s (together with its affiliates, “Carmel”) portal (the “Portal”). Your access to and use of the Portal is subject to these Terms of Use and all applicable laws and regulations. The Terms of Use constitute a legal agreement between you and Carmel. The Portal is available only to, and may only be used by, individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, the Portal is not available to persons under age 18.


By clicking agree upon entering the Portal, you indicated that:

  1. you are, or are authorized to act on behalf of, a current or prospective investor to which the ID and password you used to log in were assigned by Carmel;
  2. you are: (i) an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended; and (ii) a “qualified purchaser” within the meaning of section 3(c)(7) of the U.S. Investment Company Act of 1940, as amended, as defined in section 2(a)(51) of such Act;
  3. you are not accessing the Portal from a jurisdiction in which an investment vehicle sponsored or managed by Carmel (each, a “Carmel Partners Fund”) may not be lawfully marketed and under laws applicable to you where you are located, you are a person to whom information about interests in an applicable Carmel Partners Fund may be lawfully communicated, and a person to whom such interests may be marketed, by means of this Portal;
  4. you agree that the foregoing terms, conditions and obligations shall be deemed repeated and reaffirmed as of each time you access the Portal;
  5. you have reviewed and agree to abide by, without qualification, each of the terms set forth in the Terms of Use, which shall be legally binding on you; and
  6. if you are a non-U.S. investor, you will read the “Notice to Users in Certain Non-U.S. Jurisdictions” located in the Fund VII tab on the Portal.

If you do not approve and accept these Terms of Use without qualification, you should exit the Portal immediately.


Confidentiality


The information contained in this Portal, including any attachments (collectively, "Workspace Data") is confidential and proprietary. The Workspace Data is being provided to you subject to the terms of this confidentiality agreement and to the other applicable provisions of the agreements to which you are or may become party or any offering or other materials to which you may have access herein. By clicking agree, you acknowledge and agree to strictly maintain the confidentiality of all Workspace Data, and agree that the Workspace Data is provided to you on a strictly confidential basis, for informational purposes only, on the terms set out below and in reliance on the representations made by you.


The Workspace Data may not be disclosed, reproduced, used or distributed, in whole or in part, to any person in any way who is not directly involved with your review or evaluation of an applicable Carmel Partners Fund without the express prior written consent of Carmel. Your access to the Workspace Data may be revoked at any time without any reason.


You hereby acknowledge and agree that you will and will cause your representatives and advisors (a) to keep the Workspace Data strictly confidential and not disclose, disseminate, reproduce or redistribute any Workspace Data in any format without the express written approval of Carmel, (b) upon request of Carmel, to promptly return to Carmel any Workspace Data that you have downloaded or accessed, including any notes based on the Workspace Data and (c) in the event you or any of your representatives or advisors become legally required to disclose any Workspace Data, to promptly notify Carmel in writing of such requirement prior to any such disclosure and to use reasonable best efforts to obtain a protective order or other appropriate remedy (or, at Carmel’s request, assist it in seeking a protective order or other appropriate remedy) to prevent the disclosure of the Workspace Data. In the event that a protective order or other remedy is not obtained pursuant to clause (c) above, you agree to use reasonable best efforts to obtain assurance that confidential treatment will be accorded to the Workspace Data disclosed.


Not an Offer


You have been provided access to the Workspace Data for informational purposes only and the provision of such access does not constitute an offer to sell or a solicitation of an offer to buy interests in any Carmel Partners Fund. Any such offer or solicitation, if made, may be made only pursuant to the confidential private placement memorandum of the applicable Carmel Partners Fund (as amended and/or supplemented from time to time, and including, without limitation, any legends contained therein, the “Memorandum”) and such Carmel Partners Fund’s constituent documents, which will prevail in case of conflict. The Workspace Data is qualified in its entirety by reference to the applicable Memorandum, which contains or will contain information about the investment objectives, terms and conditions of an investment in the applicable Carmel Partners Fund, as well as certain tax information, risk disclosures and information about conflicts of interest, and should be read carefully before subscribing for interests in the applicable Carmel Partners Fund. An investment in any Carmel Partners Fund entails a high degree of risk, and no assurance can be given that such Carmel Partners Fund’s investment objectives will be achieved or that investors will receive a return of their capital contributions.


No person has been authorized to make any statement concerning any Carmel Partners Fund other than as set forth in the applicable Memorandum, and any statements made that are not contained therein may not be relied upon. Prospective investors should have the financial ability and willingness to accept the risks and lack of liquidity that are characteristic of the investment in a Carmel Partners Fund. There will be no public market for interests in a Carmel Partners Fund, and such interests, subject to certain limited exceptions, will not be transferable.


Offers and sales of interests in any Carmel Partners Fund will not be registered under the laws of any jurisdiction and will be made solely to persons that are both “qualified purchasers” (within the meaning of section 3(c)(7) of the U.S. Investment Company Act of 1940, as amended, and as defined in section 2(a)(51) of such Act) and “accredited investors” (as defined in Regulation D under the U.S. Securities Act of 1933, as amended).


None of the Workspace Data 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, subject to any disclosure to the contrary in the Memorandum. No governmental authority has passed on the merits of any Carmel Partners Fund offering or the adequacy of the Workspace Data. Any representation to the contrary is unlawful.


The Workspace Data is intended only for persons resident in jurisdictions where access would not be contrary to applicable laws or regulations. Interests in a Carmel Partners Fund may not be eligible for sale in some states or countries. You should inform yourself as to the legal requirements and tax consequences of an investment in a Carmel Partners Fund within the countries of your citizenship, residence, domicile and place of business.


No Advice


No person should construe the Workspace Data as legal, tax, accounting, investment or other advice. Any decision to invest in a Carmel Partners Fund should be made after reviewing the applicable Memorandum and constituent documents, making your own inquiries, investigations and evaluations and consulting your own advisors as to the legal, tax, financial and investment implications of an investment in such Carmel Partners Fund in order to make an independent determination of the suitability and consequences of an investment in such Carmel Partners Fund. Carmel does not make any representation or warranty, express or implied, as to the accuracy or completeness of the Workspace Data. You should carefully review the detailed discussion in the risk factors and potential conflicts of interest section of the applicable Carmel Partners Fund’s Memorandum.


No Recommendation of Securities


References to investments in the Workspace Data are presented to illustrate the application of Carmel’s investment process only and should not be considered a recommendation, statement of opinion or endorsement.


Date of Materials; Information Sources


Unless otherwise indicated, the Workspace Data is dated as of date indicated therein and will not be updated or otherwise revised to reflect information that may subsequently become available or changes occurring after such date. The posting of Workspace Data does not imply that the information contained therein is correct as of any time subsequent to the date indicated thereon. In addition, certain information contained in the Workspace Data (which may include economic and market information) has been obtained from sources prepared by third parties and other publicly available sources, which in certain cases have not been updated. While such information is believed to be reliable, Carmel does not assume any responsibility for the accuracy or completeness of such information and such information has not been independently verified by Carmel. Carmel reserves the right to amend or replace any of the Workspace Data at any time, but is under no obligation to update, or notify recipients of any subsequent update to, any of the Workspace Data.


Forward-Looking Information


Certain information contained in the Workspace Data may constitute “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “target,” “estimate,” “intend,” “continue,” or “believe,” the negatives thereof, other variations thereon or comparable terminology. Actual events or the actual performance of any Carmel Partners Fund or its investments may differ materially from those contemplated in such forward-looking statements. You should pay close attention to the assumptions underlying the analyses and forecasts (if any) contained in the Workspace Data. Although such assumptions are believed to be reasonable in light of the information presently available, they have been prepared based on analyses made by Carmel, which, by necessity contain certain assumptions and forecasts of unknowable future events, including interest rates, capitalization rates, occupancy rates, market conditions and the ability to source and make acquisitions that meet the investment objectives of a Carmel Partners Fund. Such assumptions (and the analyses, targets and/or forecasts) may require modification as additional information becomes available and as economic and market developments warrant; Carmel is under no obligation to make such modifications. Nothing contained in the Workspace Data may be relied upon as a guarantee, promise, assurance or a representation as to the future.


Return Information


Information regarding investment returns in the Workspace Data may not reflect deductions of expenses, management fees and carried interest, which may be substantial. Financial information in the Workspace Data, including valuations and internal rates of return figures, have been produced using varying procedures, assumptions and methodologies. In the case of portfolios of realized and unrealized investments, the return information is based on the actual distributions and contributions and estimated liquidation values as of the calculation date. While Carmel believes that the estimates are based on reasonable assumptions, actual results will depend on, among other factors, future operating results, the value of the assets and market conditions at the time of disposition, any related transaction costs and the timing and manner of sale, and may vary materially from the estimates indicated in the Workspace Data and the variations may be significant.


As used throughout the Workspace Data and unless otherwise indicated, “Gross IRR/Gross Multiple” reflect gross fund- or asset-level returns after reduction for any allocated interest expense associated with credit facility borrowings, but before reduction for management fees, general partner carried interest (both realized and assumed at liquidation) and other fund-level expenses. In addition, calculations of Gross IRR use the date of contribution by investors to an applicable Carmel Partners Fund for each relevant investment (i.e., the due date for the capital call notice or the date that the applicable capital contributions were made). A Carmel Partners Fund may fund investments by drawing under such Carmel Partners Fund’s credit facility in advance of calling capital from investors. Therefore, if calculations of Gross IRR used the date of each investment rather than the date of each contribution by investors, then Gross IRR would be lower. The Gross Multiple is calculated by taking total distributions divided by the total contributed equity.


“Net IRR/Net Multiple” reflect net fund-level returns after reduction for allocated interest expense associated with credit facility borrowings, and reduction for management fees, general partner carried interest (both realized and assumed at liquidation) and other fund-level expenses. In addition, calculations of Net IRR use the date of contribution by investors to an applicable Camel Fund for each relevant investment (i.e., the due date for the capital call notice or the date that the applicable capital contributions were made). A Carmel Partners Fund may fund investments by drawing under such Carmel Partners Fund’s credit facility in advance of calling capital from investors. Therefore, if calculations of Net IRR used the date of each investment rather than the date of each contribution by investors, then Net IRR would be lower. The Net Multiple is calculated by taking the net distributions divided by the total contributed equity.


You should bear in mind that past or projected performance is not necessarily indicative of future results, and there can be no assurance that comparable results will be achieved, that target returns will be met or that a Carmel Partners Fund will be able to implement its investment strategies or achieve its investment objectives. Prospective investors are encouraged to contact Carmel representatives to discuss the procedures, assumptions and methodologies used to calculate the investment returns and other information provided on this Portal.


Collection of Information


This Portal automatically collects and stores its users’ information, including its users’ non-public, personally identifiable information when users interact on and with the website including, but not limited to, Internet Protocol (IP) addresses of users' computers, usernames and organizations of users, website pages visited and the date and time of usage of this website (including time spent on each website page) (collectively “Automatically Collected Information”).


Carmel may use Automatically Collected Information to understand how users as a group use the services and resources provided on the Portal. This way, Carmel knows which areas of this Portal are favored by users and which areas need improvement. Carmel may provide such reports to Carmel’s affiliates and agents.


In order to allow this website to recognize individual users' service settings, cookies will be used. You can set your browser to notify you when you receive a cookie and to decline to accept it. If your browser denies Carmel’s cookies, however, you may not be able to use the services provided on the Portal successfully.


As between you and Carmel, Carmel has all right, title and interest in any Automatically Collected Information and in any other content collected, displayed, stored and archived on this Portal.


Risk Factors


An investment in any Carmel Partners Fund will involve significant risks. Certain significant risks are described in the applicable Carmel Partners Fund’s Memorandum. For additional information, you are strongly encouraged to read the applicable Memorandum and pay particular attention to the description of certain risk factors and potential conflicts of interest that are contained therein.


DISCLAIMERS AND LIMITATION OF LIABILITY


THE INFORMATION, SOFTWARE AND SERVICES PUBLISHED ON THIS PORTAL MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. DUE TO VARIOUS FACTORS, INCLUDING THE INHERENT POSSIBILITY OF HUMAN AND MECHANICAL ERROR, THE ACCURACY, COMPLETENESS, TIMELINESS AND CORRECT SEQUENCING OF SUCH INFORMATION, SOFTWARE AND SERVICES AND THE RESULTS OBTAINED FROM THEIR USE ARE NOT GUARANTEED BY CARMEL OR ANY PERSONS CREATING OR TRANSMITTING SUCH INFORMATION, SOFTWARE AND SERVICES.


CARMEL AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE CONTENT AND OPERATION OF THE SITE AT ANY TIME WITHOUT NOTICE. THE PORTAL MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME DUE TO REQUIRED MAINTENANCE, TELECOMMUNICATIONS INTERRUPTIONS OR OTHER REASONS.


YOUR USE OF THE PORTAL IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA OR ANY OTHER DAMAGE OR LOSS THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT FROM THE PORTAL. IN NO EVENT SHALL CARMEL AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH OR RELATING TO THE USE OF OR ACCESS TO THIS PORTAL OR WITH THE DELAY OR INABILITY TO USE THIS PORTAL, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES OBTAINED THROUGH THIS PORTAL, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF CARMEL OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.


CARMEL AND ANY PERSON CREATING OR TRANSMITTING THE INFORMATION ON THE PORTAL SHALL NOT BE LIABLE FOR ANY INFECTION BY VIRUSES OF OR DAMAGE TO ANY COMPUTER THAT RESULTS FROM YOUR USE OF, ACCESS TO OR DOWNLOADING OF SUCH INFORMATION. IF YOU ARE DISSATISFIED WITH THE INFORMATION, PRODUCTS OR SERVICES OFFERED AT THE SITE OR WITH THE TERMS AND CONDITIONS OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF AND ACCESS TO THE PORTAL.


Ownership of Content


The Portal and all of its content, including but not limited to all text, graphics, charts, audio, logos, images, data compilations, icons, code and software (“Content”), are the property of Carmel and are protected by U.S. and international copyright laws, with all rights reserved unless otherwise noted. All trademarks, service marks, trade names and other product and service names and logos displayed on the Portal are proprietary to Carmel, including all registered and unregistered trademarks and service marks of Carmel. Your use of any Content without Carmel's express written permission is strictly prohibited except as otherwise expressly permitted in these Terms of Use. Without limiting the foregoing, you are prohibited from using any of Carmel's copyrighted material or trademarks for any purpose, including, but not limited to, use as metatags, links or otherwise on any website, without the prior written permission of Carmel.


No Unlawful or Prohibited Use


As a condition to your use of the Portal, you represent and warrant to, and agree with, Carmel that you will not use the Portal for any purpose that is unlawful or prohibited by these Terms of Use.


General


You agree that no joint venture, partnership, employment or agency relationship exists between you and Carmel as a result of these Terms of Use or use of the Portal.


Carmel’s performance of these Terms of Use is subject to existing laws and legal process, and nothing in these Terms of Use is in derogation of Carmel’s right to comply with law enforcement requests or requirements relating to your use of the Portal or information provided to or gathered by Carmel with respect to such use.


If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use shall continue in effect.


By reviewing or using the information on the Portal after accessing the Portal, you represent and warrant that (a) you have the authority to enter into these Terms of Use and create a binding contractual obligation, (b) you understand and intend these Terms of Use to be the legal equivalent of a signed, written contract equally binding, and (c) you will use the information on the Portal in a manner consistent with applicable laws and regulations in accordance with these Terms of Use, as Carmel may amend them online or otherwise from time to time. A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based on or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.


These Terms of Use constitute the entire agreement between you and Carmel with respect to the Portal and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Carmel with respect to the Portal.


You agree to be bound by any agreement or consent you transmit to or through the Portal via any media or electronic device, including internet, telephone and wireless devices.