SUTTON PLACE STRATEGIES WEBSITE AND PORTAL
TERMS OF USE

By visiting the SPS Website and SPS Portal, you acknowledge and accept the following terms of
use:

This document details the terms of a legal agreement (the “Terms of Use”) between you and Sutton Place Strategies, LLC (“SPS”). SPS is the developer and owner of the Sutton Place website located at suttonplacestrategies.com and the Sutton Place Strategies Portal, a web based portal and application which provides certain functionality and tools to analyze and review private equity deal information, which includes, without limitation, all associated computer software, functionality, features, media, printed materials, and “online” or electronic documentation (collectively, the “SPS Portal”). The SPS Website and SPS Portal (together referred to as the “SPS Sites”) are offered and available to users who are 18 years of age or older and reside in the United States or any of its territories or possessions. By accessing the SPS Sitesyou represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the SPS Sites. 

By accessing or using the SPS Sites, you acknowledge that you have read and understood the Terms of Use and, having read and understood the Terms of Use, you voluntarily agree to be bound by the Terms of Use. You also agree to comply with all laws and regulations applicable to the use of the SPS Sites, to the use of the Internet, and to the activities involved in using this SPS Portal.

If you do not agree with the Terms of Use, then do not use the SPS Sites.

Situs:

The SPS Sites are controlled by SPS from its offices within the United States. Users who choose to visit the SPS Sites from this or other jurisdictions do so on their own initiative. Those users are solely responsible for compliance with all applicable federal, state, local and foreign laws, rules and regulations in connection with their use of the SPS Sites.

 

Venue and Jurisdiction:

Claims arising from or related to the SPS Sites, to the use of this SPS Portal, and to the information, content, material, and services available through the SPS Sites are governed by the laws of the State of New York. You hereby unconditionally, voluntarily, and irrevocably consent to submit to the exclusive jurisdiction and venue of the state and federal courts located in New York City, New York with respect to any claims arising from or related to the SPS Sites, your use of the SPS Sites and any information received through the SPS Sites. You agree not to plead forum non conveniens in any such action. You consent to service of process.

Privacy:

To know what privacy measures SPS has taken and what information SPS retains from your use of the SPS Sites, please read our SPS Portal Privacy Policy which is incorporated herein by reference (the “Privacy Policy”).

Change of Terms:

The Terms of Use may be changed from time to time, in SPS’s sole discretion, without notice to you. Your continued use of and access to this SPS Portal after the Terms of Use are changed indicates your acceptance of the new Terms of Use. If you do not agree with the new Terms of Use, then discontinue your use of the SPS Sites. You are expected to periodically check the Terms of Use so you are aware of any changes, as they are binding on you.

Alteration of the SPS Sites:

SPS may change, suspend or discontinue any feature, aspect, product or service available through the SPS Sites at any time. SPS may alter the availability of any feature of the SPS Sites or service related to any feature of the SPS Sites at any time. SPS may add, remove or modify any content of the SPS Sites, including any SPS Content, User Content or Third Party Content (as those terms are defined below and, collectively, the “Content”) , at any time in its sole discretion.

Limitation on Usage:

SPS may limit your access to any part of the SPS Site without notice to you. SPS may terminate your use of this SPS Portal at any time.

Visitor On-line Conduct:

  • You agree to use this SPS Sites only for lawful purposes.
  • You agree to use this SPS Sites only for its intended purposes.
  • You agree not to disrupt this SPS Sites.
  • You agree not to interfere with or compromise the security of the SPS Sites, or any computer, server, account, network, data, software and/or hardware associated with the SPS Sites.
  • You agree not to disrupt or interfere with any other user’s use of the SPS Sitesor do anything to violate their legal rights, including but not limited to the rights of publicity and privacy.
  • You agree not to attempt to obtain access to any portion of the SPS Sites, any computer, server, account, network, software and/or hardware associated with the SPS Sites, from which you are restricted.
  • You agree that you are solely responsible for any actions you undertake while using the SPS Sites and that you will comply with all applicable local, state, federal and foreign laws, rules and regulations applicable to the SPS Sites and the Internet, including United States copyright law and export regulations.
  • You are responsible for all postings, messages, text, files, images, graphics, photos, audio clips, sounds, video or other materials that you post on, transmit through or link from or to this SPS Sites.
  • By posting, transmitting, linking, or uploading any content, information, communications or other materials on, at or through the SPS Sites, whether owned by you or any third party (collectively, the “User Content”) you represent and warrant that (i) you own or otherwise have all necessary rights, including, but not limited to copyrights and other intellectual property rights, in and to such User Content; and (ii) all such User Content is true, correct, accurate, current and complete, and does not violate these Terms of Use or any other agreement, and (iii) such User Content, information and materials does not and will not cause injury to any person or entity.
  • You warrant that all information you provide to gain access to the services provided by the SPS Sites is accurate and truthful.
  • SPS reserves the right to prohibit any conduct involving the SPS Sites that it deems to be inappropriate or illegal.
  • SPS may prohibit, discontinue or restrict your access to this SPS Portal or particular pages of this SPS Portal if you violate these Terms of Use.
  • If you are provided or select a user name or password to access this SPS Portal or any page of this SPS Portal, you are responsible to keep such user name and password private, secure, and strictly confidential. You agree not to provide any other person with access to this SPS Portal or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session.
  • You acknowledge that SPS has the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.
  • SPS does not knowingly or intentionally collect personal information from minors under the age of
  1. The Content on this SPS Sites is directed at adults and is intended for use only by adults over the age of 18. If you are under the age of 18, you may not submit any personal information to SPS at or through the SPS Sites and should not otherwise use or access this SPS Sites.

Links to and from Other Web Pages:

You may gain access to other websites via links on th SPS Sites. These Terms of Use apply to the SPS Sites only and do not apply to other parties’ websites. Similarly, you may have come to the SPS Sites via a link from another website. The terms of use of other websites do not apply to the SPS Sites. Only these  Terms of Use apply to this SPS Sites. SPS assumes no responsibility for any terms of use or material outside the SPS Sites accessed via any link.

Links to third party websites or information are not intended, and should not be interpreted by users, as constituting or implying SPS’s endorsement, sponsorship or recommendation of the third party information, or products or services found there.

Copyright, Trademark and Intellectual Property:

All information, content and material made available by SPS through the SPS Sites, including, without limitation, any report, analysis, information, data, computer code, design, text, drawings, photographs, graphics, sound recordings and video recordings as well as any copyrights, trademarks, patents or other intellectual property or proprietary rights comprising the SPS Sites or any component or element of the SPS Sites (collectively, the “SPS Content”) is owned by or licensed to SPS. The compilation of the SPS Content on the SPS Sites is the exclusive property of SPS and its licensors and is protected by U.S. and international intellectual property laws.

SPS and its licensors retain all rights in the SPS Content. Except as provided by this Terms of Use and any other agreement or license you have with SPS, the SPS Content may not be modified, copied, distributed, downloaded, displayed, e-mailed, transmitted, performed or sold in any form or by any means, in whole or in part, without the prior written consent of the respective owner thereof.

SPS grants you permission to display and print the SPS (other than the computer code comprising this SPS Portal) for your personal, non-commercial use only; provided, that, even if you display or print the SPS Content as permitted hereunder, you may not modify, reproduce, transmit, distribute, publicly display or perform, or create derivative works from that SPS Content and you must retain all copyright and other proprietary notices contained in or on the SPS Content.

The SPS Content may not be used in connection with any service or information that is not SPS’s or in any manner that is likely to cause confusion among consumers or that disparages SPS. The rights granted herein terminate automatically if you breach these Terms of Use. Upon termination of these rights, you must immediately destroy any SPS Content you displayed or printed. 

Sutton Place Strategies and all derivations thereof are trademarks of SPS. Other marks used on the SPS Sites are either registered trademarks, trademarks, trade names, service marks, or otherwise protected property of SPS and may not be used, copied or imitated without the prior written consent of SPS.

Digital Millennium Copyright Act:

You may not upload, post or otherwise distribute on the SPS Sites anything protected by copyright or other proprietary rights unless the owner of the applicable copyright or proprietary right has given you express authorization for such uploading, posting or distribution on the web.

The unauthorized use, uploading, posting, and/or distribution of User Content protected by copyright or other proprietary rights is illegal and subjects the malfeasant to civil penalties and criminal prosecution. 

SPS, its affiliates, officers, directors, employees, agents or any such similarly situated persons or entities are not liable for damages resulting from any infringement resulting from your actions involving copyrighted or proprietary right protected material.

SPS, pursuant to the federal Digital Millennium Copyright Act, has designated Nadim Malik, as Copyright Agent, to receive complaints and notices of suspected copyright infringements. SPS reserves the right to change its Copyright Agent from time to time. If you believe that your work has been copied and is accessible on the SPS Portal in a way that constitutes infringement, you may notify SPS by providing the Copyright Agent the following information:

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  • A description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
  • Identification of the URL or other specific location on the SPS Sites where the material that you claim is infringing is located;
  • Your address, telephone number and e-mail address;
  • A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  • A statement by you made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf. SPS can be reached via email at info@suttonplacestrategies.com and by regular mail at 757 Third Ave, 20th Floor, New York, NY 10017, Attention: Copyright Agent.

Transmission of User Content:

You are prohibited from uploading, posting or otherwise distributing on or through the SPS Sites any abusive, unlawful, threatening, obscene, pornographic, intimidating, libelous, defamatory or slanderous comments, jokes, images or other User Content that are intended to or are likely to harass or offend a reasonable person on the basis of his or her age, physical or mental disability, gender, race, religion, national origin, physical attributes, sexual preference, or any other classification that could produce any civil or criminal liability for either yourself or for SPS, its affiliates, employees, agents or any such similarly situated persons or entities.

You are prohibited from impersonating anyone else or passing yourself off as someone else including, without limitation, any SPS employee or any public figure. You are further prohibited from engaging in any other conduct that is fraudulent or likely to deceive any person using the SPS Sites.

You are prohibited from uploading, posting or otherwise distributing on or through the SPS Sites any User Content that infringes or violates the patent, copyright, trademark, trade secret, or other intellectual property or proprietary rights of any person or entity.

You hereby grant to SPS and its affiliates a revocable, royalty-free, non-exclusive license to use, modify, display, archive, store, transmit, and create derivative works from the User Content, information or other materials that you transmit or upload to the SPS Sites.

 

Ownership of Third Party Content:

SPS may display content, information or materials supplied by other third parties on its website other than the SPS Content (the “Third Party Content”). The Third Party Content displayed by SPS or supplied by other third parties belongs to the respective owners of that Third Party Content.

SPS, ITS AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS AND ANY SUCH SIMILARLY SITUATED PERSONS OR ENTITIES (“WE”) DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, USEFULNESS OR EXISTENCE OF ANY THIRD PARTY CONTENT. WE DO NOT WARRANT THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY THIRD PARTY CONTENT.

WE SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR ANY LOSS, DAMAGE OR HARM TO PROPERTY OR PERSON CAUSED BY YOUR OR ANYONE ELSE’S RELIANCE ON ANY THIRD PARTY CONTENT OR OTHER CONTENT AVAILABLE ON THIS SPS PORTAL. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING AND ACTING ON ANY THIRD PARTY CONTENT OR OTHER CONTENT AVAILABLE ON THE SPS SITES.

Disclaimers:

THIS SPS SITES ARE PROVIDED “AS-IS” AND “AS-AVAILABLE”. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, CONCERNING THE OPERATION OF THIS SPS PORTAL, THE CONTENT, INFORMATION, AND/OR SERVICES AVAILABLE ON OR THROUGH THIS SPS PORTAL.

WE DO NOT GUARANTEE THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY INFORMATION PROVIDED AT OR THROUGH THIS SPS PORTAL (BY LINK OR OTHERWISE) AND WE ARE NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS, OR FOR THE RESULTS OBTAINED FROM USE OF SUCH INFORMATION.

YOU AGREE THAT WE ARE NOT RESPONSIBLE FOR AND CANNOT GUARANTEE AGAINST THE INTRODUCTION OF VIRUSES OR WORMS, OR UNAUTHORIZED USERS ATTEMPTING TO ACCESS, OR OBTAINING ACCESS TO THIS SPS PORTAL OR YOUR COMPUTER OR OTHER SYSTEMS FROM OR THROUGH THIS SPS PORTAL.

SPS MAY TEMPORARILY OR PERMANENTLY SUSPEND ACCESS TO OR DISCONTINUE THIS SPS PORTAL OR ANY PAGE OF THIS SPS PORTAL AT ITS DISCRETION, AT ANY TIME, WITHOUT NOTICE.

YOU AGREE TO USE THE SPS SITES SOLELY AT YOUR OWN RISK. YOU AGREE THAT YOUR USE OF THE SPSSITES, AND ANY CONTENT, INFORMATION AND/OR SERVICES AVAILABLE THROUGH THE SPS SITESIS SOLELY AT YOUR OWN RISK.

WE DO NOT WARRANT THAT THE SPS SITESWILL BE AVAILABLE AT ALL TIMES OR THAT YOUR USE WILL BE CONTINUOUS AND/OR ERROR FREE. WE DO NOT MAKE ANY WARRANTIES THAT THE CONTENT, INFORMATION AND/OR SERVICES AVAILABLE THROUGH THE SPS SITES ARE ACCURATE, RELIABLE, OR CURRENT.

WE DISCLAIM, TO THE MAXIMUM EXTENT PERMISSIBLE, ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF SATISFACTORY QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT IN RELATION TO THE CONTENT, INFORMATION, SERVICE OR PRODUCTS PROVIDED AT, THROUGH OR IN CONNECTION WITH THE SPS SITES.

Limitation of Liability:

TO THE FULLEST EXTENT PROVIDED BY LAW, NEITHER WE, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, SERVING, HOSTING, MAINTAINING AND/OR UPDATING THIS SPS PORTAL SHALL BE LIABLE, UNDER ANY CIRCUMSTANCES FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SPS PORTAL OR THE CONTENT, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND/OR CONSEQUENTIAL DAMAGES ARISING FROM HARM INCLUDING, BUT NOT LIMITED TO INJURY TO PROPERTY OR PERSON, MISTAKES, OMISSIONS, INTERRUPTIONS, DETERIORATION OR  ORRUPTION OF FILES, DELETION OR CORRUPTION OF E-MAIL, ERRORS, LOSS OF DATA, LOSS OF PROFITS, DEFECTS, VIRUSES, AND/OR ELAYS, THAT RESULT FROM YOUR USE OF OR INABILITY TO USE THIS SPS PORTAL, RESULTING FROM ACTS INCLUDING BUT NOT  LIMITED TO ACTS OUTSIDE OF OUR

CONTROL, NETWORK FAILURE, HARDWARE OR SOFTWARE FAILURE, THEFT, INTERNET FAILURE, UNAUTHORIZED ACCESS, THE COMPANY’S NEGLIGENCE OR YOUR OWN ERRORS AND/OR OMISSIONS AND ANY OTHER CAUSE, EVEN IF YOU HAVE BEEN  VISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING SPS SHALL BE LIABLE FOR ANY ACTUAL AND PROVABLE DAMAGES ARISING DIRECTLY FROM YOUR USE OF OR ACCESS TO THE SPS PORTAL RESULT DUE TO OUR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NOT TO EXCEED ALL AMOUNTS YOU PAID TO SPS FOR THE PURPOSE OF  SING OR ACCESSING THE SPS PORTAL, BUT IN NO EVENT SHALL ANY INCIDENTAL, PUNITIVE, AND/OR CONSEQUENTIAL  AMAGES BE PAYABLE BY SPS IN CONNECTION THEREWITH. YOU AGREE THAT THIS SECTION APPLIES TO ALL CONTENT, GOODS AND SERVICES AVAILABLE THROUGH THIS SPS PORTAL. IN ANY JURISDICTION WHERE EXCLUSION OR LIMITATION OF LIABILITY FOR ANY TYPE OF DAMAGES IS PROHIBITED, SPS’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT ALLOWED BY THAT JURISDICTION. IF YOUR USE OF THIS SPS PORTAL OR THE CONTENT, INFORMATION, PRODUCTS OR SERVICES PROVIDED AT, THROUGH OR IN CONNECTION WITH THE SPS SITES OR ANY OTHER SPS SITE LINKED TO THE SPS SITES RESULTS IN ANY LOSS TO YOU, OR RESULTS IN THE NEED FOR ANY SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME RESPONSIBILITY FOR ALL SUCH LOSSES AND ALL COSTS ARISING THEREFROM OR ASSOCIATED THEREWITH.

No Joint Venture:

This Terms of Use provides only for the use of the SPS Sites. This Terms of Use shall not be construed as a teaming, joint venture, or other such arrangement, unless the parties expressly and explicitly execute an agreement to that effect.

Indemnity:

You agree to indemnify, defend and hold harmless SPS and its officers, directors, members, managers, employees, agents, representatives, successors and assigns from and against, any claims, causes of action, damages, liabilities, losses, costs, or expenses, including but not limited to costs of suit and reasonable attorneys’ fees (collectively, “Losses”), that they incur or may incur arising from, resulting from, or arising in connection with: (i) your breach of these Terms of Use; (ii) your use of the SPS Sites or your use of the Content; (iii) personal injury or tangible and intangible property damage, casualty or loss suffered or incurred in connection with your use of the SPS Sites (including loss of data) or Content or other information services available by or through your use of the SPS Sites or Content (including damage, casualty or loss arising from the malicious acts of third parties which could have been prevented or avoided by you using reasonable protective means); and (iv) your acts and omissions in connection with your use of the SPS SPS or Content. You also agree to indemnify, defend and hold harmless SPS from and against any Losses that SPS incurs or may incur arising from, resulting from, or arising in connection with your providing to SPS inaccurate or untruthful information via the SPS Site whether to gain access to the products or services provided through this SPS Site or otherwise.

Severability:

If any provision of these Terms of Use is held invalid or unenforceable in whole or in part in any jurisdiction, that provision shall be ineffective in that jurisdiction without affecting the validity of enforceability of the remaining provisions of these Terms of Use.

Integration Clause:

You hereby acknowledge that these Terms of Use, the Privacy Policy and all other documents referenced herein represent the entire agreement between you and SPS concerning your use of the SPS Sites, the Content, and all other information and services available on this SPS Sites.

Headings of the Terms of Use:

The section headings used in these Terms of Use are for reference and the convenience of the readers and shall not constitute part of the Terms of Use for interpretation purposes.

Miscellaneous

  • You acknowledge that no waiver by SPS of any of term set out in these Terms of Use shall be deemed a further waiver or continuing waiver of any other term hereunder and any failure of SPS to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision
  • If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.
  • You acknowledge that any rights not granted to the users under the Terms of Use are reserved to SPS.
  • You acknowledge that the Terms of Use will be binding on your heirs, personal  epresentatives, successors and assigns.

Questions:

If you have any questions about this policy, please contact SPS by email at info@suttonplacestrategies.com, or by regular mail at 757 Third Ave, 20th Floor, New York, NY 10017, Attention: Nadim Malik.

Acceptance of These Terms of Use:

By accessing or using the SPS Sites, you agree to the terms as well as any posted changes of these Terms of Use. If you do not agree to these Terms of Use, DO NOT use the SPS Sites.

Date of last update: January 19th, 2021.