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Terms of Use and Legal Disclaimers

Effective Date: January 2024

Brighton Park Capital Management, L.P. (“Brighton Park”, “we” or “us”) owns and operates the Sites located at www.bpc.com, www.brightonparkcap.com, and certain related websites (the “Sites”). The sole purpose of the Sites is to provide information regarding the potential financing capabilities of Brighton Park for prospective portfolio companies interested in partnering with our firm. Your use of the Sites is subject to the terms and conditions of this Terms of Use Agreement (these “Terms”).

THIS DOCUMENT AFFECTS YOUR LEGAL RIGHTS, INCLUDING LIMITING YOUR DAMAGES IF YOU SUE US, SO PLEASE READ IT CAREFULLY. BY ACCESSING THE SITES, YOU ARE AGREEING TO BE BOUND BY THESE TERMS. THESE TERMS GOVERN THE USE OF THE SITES AND APPLY TO ALL USERS VISITING OR USING THE SITES IN ANY WAY, INCLUDING USING ANY SERVICES OR RESOURCES AVAILABLE VIA OR ENABLED BY THE SITES. BY COMPLETING THE REGISTRATION PROCESS, AND/OR BROWSING THE WEBSITE, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS AND ALL APPLICABLE LAWS AND REGULATIONS, AND AGREE THAT YOU ARE RESPONSIBLE FOR COMPLIANCE WITH THESE TERMS AND ANY SUCH APPLICABLE LAWS AND REGULATIONS, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH BRIGHTON PARK, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS ON BEHALF OF YOURSELF OR YOUR ENTITY.  IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, YOU ARE PROHIBITED FROM USING OR ACCESSING THE SITE.

We reserve the right, in our sole discretion, to change, modify, add or remove any portion of the Sites, including these Terms, in whole or in part, at any time, without prior notice to you. Changes to these Terms 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 current Terms that apply to your use of the Sites. The date of the last revision or update appears at the top of these Terms under the title. Nothing contained in these Terms is intended to modify or amend any other written agreement you may have with us (including without limitation any customer agreement, participation agreement, partnership agreement or account agreement) (“Other Agreements”) if any, that may currently be in effect. In the event of any inconsistency between these Terms and any Other Agreements, the Other Agreements will govern.

1. Use License and Restrictions on Use

Permission is granted to temporarily download one copy of the materials (information or software) on the Sites for personal, informational, non-commercial transitory viewing only. Under this limited license you may not: (i) modify, copy or create derivative works of the materials; (ii) use the materials for any commercial purpose or for any public display (commercial or non-commercial); (iii) attempt to decompile, reverse engineer, disassemble or otherwise attempt to extract or discover the source code of the Sites or any part thereof, expect and only to the extent such activity is expressly permitted by applicable law notwithstanding this limitation; (iv) remove any copyright or other proprietary notations or any disclaimers or disclosures from the materials; (v) license, sell, rent, lease, assign, distribute, host or transfer the materials to another person, “mirror” the materials on any other server or otherwise commercially exploit the Sites or the material, in whole or in part; (vi) use the Sites in any manner that could damage, disable, overburden, or impair the Sites or interfere with proper functioning of the Sites, including making automated use of the Sites or taking any action that we deem to impose or potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure; (vii) use the Sites for any unlawful purpose or for the promotion of illegal activities; or (viii) use another’s user ID and password without permission. This is the grant of a limited license, not a transfer of title. Except as set forth in these Terms, no other use of any such materials is authorized and no other license or right is granted. You may not otherwise use, download, upload, copy, print, display, perform, reproduce, publish, license, post, transmit, modify, adapt, or distribute any materials available via the Sites in whole or in part without the express written authorization of Brighton Park.

This license shall automatically terminate if you violate any of these restrictions and may be terminated by us at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format, except to the extent required to be maintained under any applicable law, rule or regulation, in particular, in order to comply with bona fide record keeping requirements applicable to you.

2. Linking and Other Websites

You may not link to the Sites from any website or material which could constitute or encourage unlawful conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law or regulation. Brighton Park assumes no responsibility or liability which may arise from the content thereof.

You may find links on the Sites that navigate to third-party websites that Brighton Park does not own or control (each, a “Third-Party Site”). These links are provided strictly for your convenience. In addition, Third-Party Sites may provide links to the Sites, with or without our consent. Brighton Park makes no warranty or representation regarding and does not accept any responsibility for, any Third-Party Sites linked to or from the Sites or the information appearing thereon or any of the products or services described thereon. Brighton Park is not implying any direct or indirect approval of or association, sponsorship, endorsement or affiliation with any Third-Party Sites, unless specifically stated herein. By entering the Sites, you acknowledge and agree that Brighton Park has not reviewed the Third-Party Sites and is not responsible for any content or materials contained therein and accepts no responsibility or liability for any use of any such Third-Party Site. Any use of Third-Party Sites is strictly at your own risk.

3. No Offer of Securities or Investment Advice

Nothing in the Sites shall be deemed to constitute an offer to sell, or a solicitation of an offer to buy any interests in Brighton Park Capital Fund I, L.P., Brighton Park Capital Fund I-A, L.P., Brighton Park Capital Fund II, L.P., Brighton Park Capital Fund II-A, L.P., and/or the funds or similar investment vehicles that Brighton Park may expect to serve as investment manager (each, a “Fund”). Any offer of interests in a Fund will be made solely pursuant to the applicable private placement memorandum, which contains important information regarding the terms and risks of an investment in the Fund.

NO INVESTMENT DECISIONS MAY BE MADE IN RELIANCE ON THE SITES OR THE MATERIALS CONTAINED THEREIN. POTENTIAL INVESTORS ARE URGED TO CONSULT THEIR OWN LEGAL, BUSINESS, TAX AND FINANCIAL ADVISORS REGARDING THE POSSIBLE ECONOMIC, TAX, LEGAL, AND OTHER CONSEQUENCES OF THE MATTERS DESCRIBED THEREIN, AND BY ACCESSING THE SITES, YOU CONFIRM THAT YOU ARE NOT RELYING UPON THE INFORMATION CONTAINED THEREIN TO MAKE ANY DECISION. THE SITES DO NOT PURPORT TO BE ALL-INCLUSIVE OR TO CONTAIN ALL OF THE INFORMATION THAT YOU MAY REQUIRE IN ORDER TO MAKE ANY DECISION.

Brighton Park may decide not to market the Funds in certain jurisdictions, particularly in the United Kingdom and the European Economic Area. If an investor in the European Economic Area wishes to receive any further information about the Funds, it should notify Brighton Park in writing accordingly on the understanding that any subsequent information will be sent at the request of such investor.

4. Disclosures and Disclaimers

The Sites may include forward-looking statements. All statements other than statements of historical fact are forward-looking statements (including words such as “believe,” “estimate,” “anticipate,” “may,” “will,” “should,” and “expect”). Forward-looking estimates are illustrative in nature. Due to various risks and uncertainties, actual events or results or the actual performance of any Fund or investment may differ materially from those reflected or contemplated in such forward‐looking statements. You should not rely on these forward‐looking statements for any purpose. Forward-looking statements are subject to a number of risks and uncertainties, some of which are beyond the control of Brighton Park.

Past performance is not indicative of any specific investment or future results and is provided for informational purposes only. Views regarding the economy, securities markets or other specialized areas, like all predictors of future events, cannot be guaranteed to be accurate and may result in economic loss to the investor. There can be no assurance that Brighton Park will be able to achieve comparable results, implement its investment strategy, or avoid losses. Clients or prospective clients should not assume that their performance will equal or exceed historical market results and/or averages.

The material provided in the Sites is current as of the date noted and not as of any future date and will not be updated or otherwise revised to reflect information that subsequently becomes available, or circumstances existing or changes occurring after the date of publication. The information provided is for informational purposes only, does not contend to address the financial objectives, situation, or specific needs of any individual investor, and is not intended to serve as investment advice. Results will vary, and no suggestion is made about how any specific solution or strategy will perform in reality.

You should carefully review any additional disclosures or disclaimers provided in connection with any material.

Brighton Park does not make any representations or warranties as to the accuracy, timeliness, suitability, completeness, or relevance of any information prepared by any unaffiliated third party, whether linked to the Sites or incorporated therein, and takes no responsibility therefor. All such information is provided solely for convenience purposes only and all users thereof should be guided accordingly.

The Sites and all accompanying rights, screens, information, materials, user documentation, user interfaces, images, arrangements of information, related software and other proprietary property of Brighton Park or its licensors accessible via the Sites are and shall remain the exclusive property of Brighton Park and its licensors, as the case may be.

5. Intellectual Property

The Sites are the exclusive property of and owned by Brighton Park. The Sites and the materials therein are 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 Brighton Park or third parties that have licensed their materials or provided services to Brighton Park. Access to the Sites 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 or permitted under applicable law.

6. Password and Security Notification

Certain portions of the Sites are accessible to you only if you have been provided with a username and password. In registering your account on the Sites, you agree that you are solely responsible for (a) maintaining the confidentiality of the password and user ID and (b) all activities that occur under your user ID. You represent that you are (i) at least thirteen (13) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using the Sites under the laws of the United States, your place of residence or any other applicable jurisdiction.  If, in the process of obtaining a user ID and password, you provide us with any information that is untrue, inaccurate, not current, or incomplete, or if we have reason to suspect that such information is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your user ID and password and refuse any and all current or future use of the Sites (or any portion thereof). You agree that you shall monitor access to your account and shall immediately notify us of any loss or theft of your password, or if the confidentiality of your password has otherwise been compromised in any way. We will not be responsible or liable for any loss, expense or damage arising in any way from use of your password and user ID and/or the accessing of information or materials therewith.

7. DISCLAIMER; LIMITATION OF LIABILITY

THE SITES AND THE INFORMATION AND MATERIALS ON THE SITES ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESSED OR IMPLIED AND BRIGHTON PARK DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT TO THE FULL EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, BRIGHTON PARK ALSO DISCLAIMS ANY WARRANTIES WITH RESPECT TO THE ACCURACY, COMPLETENESS, PERFORMANCE, RELIABILITY, SECURITY, AVAILABILITY AT ALL TIMES OR TIMELINESS OF ANY INFORMATION ON THE. BRIGHTON PARK MAKES NO WARRANTY THAT (A) THE SITES OR ANY SERVICES, INFORMATION OR OTHER MATERIAL CONTAINED THEREIN WILL MEET ANY REQUIREMENTS OR (B) ACCESS TO THE SITES WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE OR RELIABLE, OR (C) THE SITES WILL OPERATE “ERROR FREE” OR THAT ANY ERRORS WILL BE CORRECTED.

YOUR USE OF THE SITES IS AT YOUR SOLE RISK.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT NONE OF BRIGHTON PARK, ITS AFFILIATES, ANY OF ITS OR THEIR RESPECTIVE PARTNERS, STOCKHOLDERS, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, FUNDS AND SUCH FUNDS’ LIMITED PARTNERS, OR ANY OTHER PARTY IN THE DEVELOPMENT, MAINTENANCE OR OFFERING OF THE SITES (COLLECTIVELY, THE “BRIGHTON PARK PARTIES”),  SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, DATA OR PROFIT, DUE TO BUSINESS INTERRUPTION OR OTHER INTANGIBLE LOSSES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SITE; (II) (UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR (V) ANY OTHER MATTER RELATING TO THE SITE, EVEN IF BRIGHTON PARK OR A BRIGHTON PARK AUTHORIZED REPRESENTATIVE HAS BEEN NOTIFIED ORALLY OR IN WRITING OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL THE TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED ONE HUNDRED DOLLARS ($100).

BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, OR LIMITATIONS OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THESE LIMITATIONS MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITES OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE.

8. Indemnification and Release

As a condition to your use of the Sites, to the maximum extent permitted by law, you agree to release, indemnify, defend and hold harmless the Brighton Park Parties against any and all claims, liabilities, damages, costs or other expenses (including, without limitation, attorneys’ fees) that may arise directly or indirectly out of or from (a) your breach of these Terms; (b) your violation of the rights of any other party (including any other users of the Sites); (c) your violation of any applicable laws, rules or regulations; (d) your use of (or inability to use) the Sites; or (e) resulting from any action (or inaction) you take or decision you make in reliance on the information contained on the Sites. You agree that the provisions in this section will survive any termination of your account, these Terms or your access to the Sites.

If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” This release includes, without limitation, any claim resulting from delay and the criminal acts of others.

9. 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 Sites 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. 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 hello@bpc.com.

10. Termination

Brighton Park may at any time, terminate these Terms and your access to the Sites: (a) if we believe you have breached or attempted to breach any provision of these Terms; (b) if we are required to do so by law; (c) if we are transitioning to no longer providing the Sites to users in the country or state in which you reside or from which you use the Sites; (d) the provision of the Sites to you by us is, in our opinion, no longer commercially viable; or (e) in our sole discretion, at any time and for any other reason. Your continued use of the Sites 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 Sites. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Sites, may be referred to appropriate law enforcement authorities.

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

11. Revisions and Errata

The materials appearing on the Sites could include technical, typographical, or photographic errors. Brighton Park does not warrant that any of the materials on the Sites are accurate, complete, or current. Brighton Park may make changes to the materials contained on the Sites at any time without notice. Brighton Park does not, however, make any commitment to update the materials.

12. Privacy

For information on how Brighton Park collects, uses and discloses information from its users of the Sites, please review the Privacy Policy. Your use of the Sites indicates your consent to the data practices stated in the Privacy Policy.

13. Severability and Waiver

If any provision of these Terms is found to be invalid, void, or for any reason unenforceable, it will be construed in such a manner that would make the provision valid or enforceable. If it is not possible to construe the provision in such a manner that would make it valid or enforceable, then only the term or portion of the provision that renders it unenforceable will be stricken without affecting the enforceability of the remaining provisions. Any failure of Brighton Park to act on or enforce any provision of these terms of use shall not be construed as a waiver of that provision or any other provision of these Terms.

14. Access from Outside of the United States; Governing Law and Venue

The Sites are made available to you from the State of Connecticut in the United States. If you elect to access and/or use the Sites from outside of the United States, we make no warranties that materials on this site are appropriate or available for use in such locations. You agree that you are solely responsible for compliance with any laws of your specific jurisdiction and further agree that you shall not use the Sites if you are restricted by any local, state, national or international laws.

The laws of the State of Connecticut, without regard to its principles of conflict of laws, will govern these Terms (including any disputes concerning or related to these Terms). You hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts sitting in Greenwich, Connecticut for the purpose of resolving any dispute relating to your access to or use of the Sites. Notwithstanding the foregoing, you expressly acknowledge and agree that Brighton Park may seek injunctive or other appropriate relief in any court of competent jurisdiction, and you consent to exclusive jurisdiction and venue in such courts. You agree that this may require you to submit any disputes related to the use of the Sites to final and binding arbitration in the State of Connecticut.

15. Class Action and Arbitration

By using the Sites, you agree that if any dispute should arise between you and any Brighton Park Party, you will bring your claim on an individual basis and waive your right to pursue any claim in a class 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 Sites within one (1) year after the claim or cause of action arises.

You agree that Brighton Park, at its sole discretion, may require you to submit any disputes arising from the use of the Sites, 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 (the “Rules”) of the American Arbitration Association, by one or more arbitrators appointed in accordance with the Rules. You agree with Brighton Park that this section satisfies the writing requirement of the Federal Arbitration Act. Notwithstanding the Rules, however, such proceeding shall be governed by the laws of the State of Connecticut and will take place in Greenwich, Connecticut.

16. Entire Agreement

These Terms constitute the entire agreement between you and Brighton Park regarding the subject matter hereof and govern your use of the Sites, superseding any prior agreement between you and Brighton Park on the subject.

17. Contact; Electronic Communications

Please contact us at hello@bpc.com if you have any questions about the Sites or the Term. Electronic mail or other communications through the Sites to Brighton Park (or any of its employees, agents or representatives) may not be secure and we do not guarantee the confidentiality of such communications.

By accessing the Sites, to the maximum extent permitted by law, you (a) consent to receive communications from Brighton Park in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Brighton Park provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in another format.