1. General. This “User Agreement” sets forth the terms and conditions that apply to your use of this Data Room (the “Site”). Vision Ridge Partners, LLC (together with its affiliates, the “Company”), reserves the right to suspend or terminate your access to and use of all or any portion of this Site at any time and for any reason, in its sole and absolute discretion. The Company may modify the terms of this User Agreement or any of the policies or guidelines governing access to or use of the Site, at any time and in its sole discretion, by posting a modified User Agreement on the Site. Your continued access to and use of the Site indicates your full acceptance of the User Agreement in its then-current form each time you access or otherwise use the Site. The User Agreement was last revised on November 10, 2020.
2. Password. Access to certain portions of the Site is password protected. You must not circumvent or attempt to circumvent the password protections or other security of the Site or submit content to the Site that is infringing or contains any viruses or computer programming routines that may damage, interfere with, or otherwise affect the operation of the Site or another’s computer or intercept or expropriate any system, data or personal information. Passwords must be kept strictly confidential and must not be shared with any other persons without the express written authorization of the Company. The Company reserves the right to terminate your access to password protected portions of the Site at any time. You are solely responsible for maintaining the confidentiality and security of your password and you must not disclose your password to any third party. You hereby verify that you are the person to whom the password has been issued to access the portions of the Site that are password protected. You accept full responsibility for any use of or action taken under your password on the Site and you agree to and hereby release the Company from any and all liability concerning such activity.
3. Confidentiality.
(a) The information available on the Site relates to the Company, its affiliates and affiliated investment funds. This information is highly confidential. You hereby agree to maintain such information in strict confidence and acknowledge that such information is proprietary and confidential, that the Company and its affiliates derive independent economic value from such information not being generally known, and that such information is subject to reasonable efforts by the Company to maintain its secrecy. You hereby agree that information available on the Site constitutes trade secrets and that the disclosure of any such information will cause substantial and irreparable competitive harm, as well as financial and strategic damage, to the Company, its affiliates and/or the portfolio companies of an investment fund managed by the Company or its affiliates (each a “Fund”). The reports available on the Site are for use by investors and potential investors or their authorized designees in such Fund, and you hereby agree that this information shall only be used by you in connection with an evaluation or the monitoring of such an investor’s or potential investor’s investment in such Fund. In addition, you agree that any information on this Site shall not be disclosed to any other person or entity or reproduced in any manner (by print, by electronic means or otherwise) without the express written authorization of the Company; provided, that such information may be disclosed on a need-to-know basis to other employees of your organization and to your investment advisers (so long as (i) they are bound by an obligation to maintain the confidentiality of such information that is at least as protective as your obligations under this User Agreement, and (ii) such other employees and investment advisers are not given your password to access this Site) or as explicitly required by applicable law. You agree to be responsible for the consequences of dissemination of any information from the Site by such employees and investment advisers. In addition, if you are an adviser to prospective investors in a Fund, you may additionally deliver information to your advised clients, provided that all such clients have entered into a non-disclosure agreement with you which provides a degree of protection to the information no less than that provided herein and that Company as discloser is a third-party beneficiary entitled to enforce the same, and provided that you will be liable for any unpermitted disclosures by your clients.
(b) In addition, if you are a current limited partner in a prior investment fund affiliated with the Company (each a “Prior Fund”), you hereby agree that all information on this Site that is related solely to your interest in such Prior Fund (i) may only be used by you in accordance with your duties and obligations as a limited partner in such Prior Fund, and (ii) is subject to and qualified in its entirety by such Prior Fund’s Limited Partnership Agreement, Subscription Agreement and Private Placement Memorandum, as applicable (each as amended from time to time and including, without limitation, any information, risk factors and other qualifications contained in such Private Placement Memorandum). All information on this Site that is not related solely to your interest in such Prior Fund shall be governed by your obligations described in the preceding paragraph.
4. Certain Securities Disclosures. Documents on this Site may contain various estimates of financial information and valuation of securities. While all such information is presented based on the exercise of the Company’s reasonable judgment, there can be no assurance that such information will prove to be accurate or that such valuations reflect the true fair market value of the securities referenced. In addition, certain factual statements made therein are based on information from various sources prepared by other parties, including without limitation, information obtained from portfolio companies. While such sources are believed by the Company to be reliable, neither the Company nor its affiliates assume any responsibility for the accuracy or completeness of such information. All documents and disclosures made on this Site are qualified in their entirety by the risk factors contained in the Private Placement Memorandum of Sustainable Asset Fund III (“SAF III”) and the terms and conditions of SAF III’s Limited Partnership Agreement and Subscription Agreement to be entered into prior to any investment.
5. No Agreement Relating to Fund Investment. You acknowledge and agree that no contract or agreement relating to an investment in SAF III shall be deemed to exist unless and until a definitive agreement providing for such investment shall be executed and delivered by you, SAF III, and the Company or an affiliate thereof. You also agree that unless and until such a definitive agreement has been executed and delivered by you, SAF III and the Company or an affiliate thereof, neither you nor SAF III nor the Company nor such an affiliate thereof shall have any legal obligation with respect to any investment by virtue of this User Agreement or otherwise.
6. Governing Law & Miscellaneous. This User Agreement is personal to you, is nonassignable and nontransferable by you, is governed by the laws of the State of Delaware and, subject to paragraph 1 above, may be modified or waived only in an agreement signed by both you and the Company. The confidentiality obligations under this User Agreement shall be continuing and shall survive termination of any other agreement between you and the Company, if any. If any provision in this User Agreement is found to be unenforceable, such provision will be limited or deleted to the minimum extent necessary so that the remaining terms remain in full force and effect. The prevailing party in any dispute or legal action regarding the subject matter of this User Agreement shall be entitled to recover attorneys’ fees and costs. All controversies, claims, counterclaims, or other disputes arising between you and the Company relating to your use of the Site or this User Agreement shall be submitted for binding arbitration in accordance with the rules of JAMS Inc.
7. Third-Party Beneficiary. You acknowledge and agree that all of the Company’s affiliates are intended third-party beneficiaries of this User Agreement and have the power and authority to enforce its provisions.
8. Contact. Should any third-party person formally request any confidential information from you or you become aware of any loss or unauthorized disclosure of confidential information, you shall immediately notify the Company via email to Chris Tehranian at ctehranian@vision-ridge.com.