Terms Of Use

Last Updated: May 2024

Welcome to www.charlesbank.com (the “Site”), a service made available to you by Charlesbank Capital Partners, LLC (“Charlesbank”). This Site contains general information about Charlesbank and our portfolio and is directed at management teams interested in partnering with Charlesbank. Your use of this Site is subject to the terms and conditions of this Terms of Use Agreement (the “Agreement”). This Agreement is not intended to modify or amend any other written agreement you may have with Charlesbank (“Other Agreements”). This Agreement constitutes a legally binding agreement between you (or the client, company, or other legal entity, if any, on whose behalf you represent) (“you”) and Charlesbank.

By accessing, browsing and/or using this Site, you acknowledge and agree to the terms and conditions of this Agreement, which incorporates by reference Charlesbank’s privacy notice located at https://www.charlesbank.com/privacy/ (“Privacy Notice”). If you do not agree with this Agreement, you do not have permission to access, browse or use this Site.

1. Use of Site and Content. Charlesbank is the owner and/or licensor of all the material displayed on and/or accessible through this Site, including without limitation, software, text, graphics, charts, information, images, reports, presentations and other material (collectively referred to as the “Content”). Subject to the terms and conditions of this Agreement, Charlesbank grants you a limited right to access and use this Site solely for your informational purposes, and you may print copies of the Content and store it on your own computer solely in connection with such purpose. You may not otherwise download or modify this Site or any Content, except with the prior express written consent of Charlesbank in each instance. You expressly acknowledge and agree that you will not, and will not assist, encourage or enable others to (i) use the Site and/or Content for any unlawful, invasive, infringing, abusive, tortious, defamatory, libelous, or fraudulent purpose; (ii) decompile, disassemble, or reverse engineer any of the software or Content used in any part of the Site; (iii) use any robots, spider, crawler, scraper, or other automated means or processes to access, collect data, or other content from or otherwise interact with the Site and/or Content for any purpose other than as expressly permitted under this Agreement; (iv) use any device, software, or routine to interfere or attempt to interfere with the proper working of the Site and/or Content, or that may damage or harm Charlesbank and any system, data, or personal information contained in the Site; (v) use the Site to send unsolicited communications, promotions, advertisements, or spam; (vi) infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights that belong to or are licensed to Charlesbank or any other third parties; (vii) circumvent any technical measures used to provide the Site and/or Content; (viii) use the Site and/or Content to impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; or (ix) use the Site and/or Content to transmit any material that contains adware, malware, spyware, software viruses, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment.

2. Intellectual Property Rights. Charlesbank is the owner or licensee of the Site and Content, including all intellectual property rights therein. As such, without the prior express written permission of Charlesbank, you may not (i) distribute Content to others; (ii) include Content on any other web site, on a server computer, or in documents, including but not limited to “mirroring” the information and/or displaying the information by means of HTML frames or similar means; or (iii) modify or re-use the Content. Charlesbank reserves all rights not expressly granted herein. You acknowledge and agree that any name, logo, trademark, or service mark contained on this Site is owned or used with permission by Charlesbank and may not be used by you without the express prior written approval of Charlesbank or the relevant owner of the name, logo, trademark or service mark. Charlesbank will aggressively enforce its intellectual property rights to the full extent of the law. Your use of any of these materials is prohibited unless specifically permitted by Charlesbank in writing prior to any such use. Any unauthorized use of intellectual property or other materials owned by Charlesbank and/or its licensors may subject you to penalties or damages, including but not limited to those related to violation of trademarks, copyrights, privacy and publicity rights.

3. Third-Party Links. From time to time, the Site may display, include, or make available third-party content or provide links from this Site to websites and services operated by third parties (“Third-Party Sites”). Our decision to do so is in no way an endorsement of these Third-Party Sites. Charlesbank does not monitor, edit or control such Third-Party Sites and is not responsible or liable in any way for the suitability of their content or for the quality of the products or services offered therein. Your choice to follow links to such Third-Party Sites is at your sole risk, and you may be subject to such third parties’ terms and conditions. If you have any questions regarding a Third-Party Site, please direct them to the administrator of the relevant Third-Party Site. Charlesbank reserves the right to terminate any link at any time.

4. Disclaimers.

a. No Offer of Securities or Advice. You acknowledge and agree that nothing contained on this Site may be construed as a solicitation, offer, recommendation or representation of suitability or endorsement of any security or investment. Although the Site may include investment-related information, nothing on the Site is a recommendation that you purchase, sell or hold any security or investment, or that you should pursue any investment strategy, and no information or Content on the Site is to be relied upon for the purpose of making or communicating investment or other decisions. Charlesbank only provides investment advisory services to the Charlesbank investment vehicles and does not solicit or make its services available to the public. You further acknowledge and agree that the Content of this Site does not provide any tax, legal, accounting or other professional advice.

b. Jurisdictional Limitations. Charlesbank does not represent that this Site is appropriate for your specific jurisdiction. You agree that you are solely responsible for compliance with any laws of your specific jurisdiction and further agree that you shall not use this Site if you are restricted by any local, state, national or international laws.

c. Content Disclaimers. While Charlesbank makes reasonable efforts to ensure that the Content is correct, Charlesbank makes no warranties or representations of any kind, express or implied, as to the accuracy or completeness of the Content.

d. Disclaimer of Warranties. THIS SITE AND ALL CONTENT IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHARLESBANK MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND HEREBY DISCLAIMS ANY AND ALL SUCH WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, CHARLESBANK ALSO DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THIS SITE.

e. Awards. Awards discussed herein should not be considered an endorsement of Charlesbank or its funds by the authors or distributors of the awards or recognitions. They may not be representative of any one client’s experience with Charlesbank and are not indicative of Charlesbank’s future performance. They are not intended to be a recommendation or investment advice, do not constitute a solicitation to buy, sell or hold a security or an investment strategy, and are not provided in a fiduciary capacity. They do not take into account the specific objectives or circumstances of any particular investor or suggest any specific course of action. In some instances, Charlesbank has provided the authors or distributors of the awards or recognitions with de minimis compensation to make use of such awards and recognitions. Additionally, authors or distributors of the awards or recognitions may otherwise provide services to Charlesbank or portfolio companies of private investment funds advised by Charlesbank.

f. Endorsements and Testimonials. Endorsements and testimonials of Charlesbank contain the opinions of past and present executives of portfolio companies (“Portfolio Company Executives”) of private investment funds advised by Charlesbank. Portfolio Company Executives included are not employees or partners of Charlesbank, and statements made by Portfolio Company Executives are independent from, and do not represent, the opinions or positions of Charlesbank.

Portfolio Company Executives are compensated by portfolio companies over which Charlesbank has influence through its investments (including, in certain circumstances, a controlling influence). Portfolio Company Executives have not been separately compensated for providing endorsements. However, they may be investors in one or more private funds advised by Charlesbank. Portfolio Company Executives also have a conflict of interest as a result of Charlesbank’s direct and/or indirect influence over their compensation, and their business relationships with Charlesbank, its affiliates and its employees more broadly. Therefore, Portfolio Company Executives may have an incentive to speak favorably about Charlesbank, its affiliates and its employees.

These statements are not an offer to sell, or a solicitation to buy, any security, or the provision of investment advisory services by Charlesbank.

Portfolio companies are represented at the time the statement was made and are not necessarily representative of Charlesbank’s current or future private equity portfolio. It should not be assumed that the portfolio companies discussed in these statements were profitable or that future portfolio companies or experiences will be comparable. The titles represented of Portfolio Company Executives are a reflection of their individual roles and work at the time the statement was made and are not necessarily indicative of their current or future positions.

g. Case Studies. Case studies are for informational purposes only and intended for management teams and owners considering partnering with the Firm. They should not be relied upon for investment decision-making. Information regarding the Firm’s investment products are not provided on the website and are only offered privately. Case Studies are not to be considered a complete list of all investments made or currently held by the Firm. They may contain opinions of former and present Portfolio Company Executives; see Endorsements (and Testimonials?) above.

5. Indemnification. You agree to indemnify, defend and hold harmless Charlesbank against any and all claims, damages, costs or other expenses that may arise directly or indirectly out of or from your breach of this Agreement and/or your use of the Site.

6. Limitations of Liability. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIS SITE AND ANY CONTENT IS SOLELY AT YOUR OWN RISK. IN NO EVENT SHALL CHARLESBANK, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, AGENTS AND EMPLOYEES (THE “CHARLESBANK PARTIES”) BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DIRECT DAMAGES, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, LEGAL FEES, EXPERT FEES, OTHER DISBURSEMENTS OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION), INCLUDING BUT NOT LIMITED TO CLAIMS AND/OR LOSSES ARISING OUT OF OR RESULTING FROM ANY VIRUSES, BUGS, HUMAN ACTION OR INACTION OR ANY COMPUTER SYSTEM, PHONE LINE, HARDWARE, SOFTWARE, OR PROGRAM MALFUNCTIONS, OR ANY OTHER ERRORS, FAILURES OR DELAYS IN COMPUTER TRANSMISSIONS OR NETWORK CONNECTIONS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. YOU FURTHER AGREE THAT YOU HEREBY WAIVE ANY AND ALL LAWS WHICH MAY LIMIT THE EFFICACY OF SUCH RELEASE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, CHARLESBANK’S AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION IS LIMITED TO ONE HUNDRED U.S. DOLLARS ($100).

IF YOU ARE LOCATED IN A JURISDICTION WHICH DOES NOT ALLOW THE WAIVER OF ANY OR ALL OF THESE WARRANTIES OR LIABILITIES, THE LIMITATION OF LIABILITY OF THE CHARLESBANK PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. YOU AGREE THAT ANY CAUSE OF ACTION YOU MAY HAVE WITH RESPECT TO YOUR USE OF THE SITE MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CLAIM OR CAUSE OF ACTION ARISES OR WILL BE DEEMED TO HAVE BEEN WAIVED.

7. Changes and Modifications. Charlesbank reserves the right to revise this Agreement at any time and for any reason by posting a revised version of this Agreement on the Site and indicating the date the Agreement was last revised. Changes take effect when Charlesbank posts the revised Agreement on the Site. It is your responsibility to review this Agreement prior to using the Site and/or Content to ensure you are aware of and are agreeing to the latest Agreement. By continuing to access, browse and/or use this Site following the posting of a revised version of the Agreement, you accept all provisions of the revised version of the Agreement. If you do not agree to the revised terms of the Agreement, you agree that your sole remedy is to discontinue use of this Site.

8. Monitoring of Site. Charlesbank has the right, but not the obligation, to monitor any activity associated with the Site. Charlesbank may investigate any complaint or reported violation of this Agreement and take any action that it deems appropriate under the circumstances. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, and/or referring the matter to law enforcement authorities.

9. Privacy. The Privacy Notice explains how Charlesbank collects, stores, shares, or otherwise uses any nonpublic personal information you provide through the Site (“Nonpublic Personal Information”). Charlesbank’s use of Nonpublic Personal Information will be in accordance with the Privacy Notice, and you hereby grant Charlesbank the right to use your Nonpublic Personal Information consistent with this Agreement, including the Privacy Notice.

10. Termination of the Agreement. Charlesbank reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement (and/or your access to all or any part of the Site or the Content) at any time and for any reason without prior notice or liability. Charlesbank reserves the right to change, suspend, or discontinue all or any part of the Site or the Content at any time without prior notice or liability. If this Agreement is terminated, the following provisions shall survive: Section 2, 4, 5, 6, 9, 10, 11, and 12.

11. Governing Law and Venue. This Site is made available to you from the Commonwealth of Massachusetts in the United States. If you elect to access and/or use this Site from outside of the United States, you do so at your own risk and you agree that you shall comply with the laws of your jurisdiction, as well as the laws of the Commonwealth of Massachusetts and the laws of the United States in connection with your access to and use of the Site. The laws of the Commonwealth of Massachusetts, without regard to its principles of conflict of laws, will govern this Agreement (including any disputes concerning or related to this Agreement). You hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts sitting in Boston, Massachusetts for the purpose of resolving any dispute relating to your access to or use of this Site. Notwithstanding the foregoing, you expressly acknowledge and agree that at Charlesbank’s or your election, all disputes, claims, or controversies arising out of or relating to this Agreement or the Site that are not resolved by mutual agreement may be resolved by binding arbitration to be conducted before J.A.M.S. or its successor. You agree that should Charlesbank prevail in the arbitration, Charlesbank is entitled to reimbursement of all costs. Unless otherwise agreed by the parties, arbitration will be held in Boston, MA, before a single arbitrator mutually agreed upon by the parties, or if the parties cannot mutually agree, a single arbitrator appointed by J.A.M.S. and will be conducted in accordance with the rules and regulations promulgated by J.A.M.S. unless specifically modified in this Agreement. The arbitration must commence within forty-five (45) days of the date on which a written demand for arbitration is filed by either party. The arbitrator will have the power to order the production of documents by each party and any third-party witnesses. In addition, each party may take up to three (3) depositions as of right, and the arbitrator will not have the power to order the answering of interrogatories or the responses to requests for admission or the inspection of premises. In connection with any arbitration, each party must provide to the other, no later than ten (10) business days before the date of the arbitration, the identity of all persons that may testify at the arbitration, a copy of all documents that may be introduced at the arbitration or considered or used by a party’s witness or expert, and a summary of the expert’s opinions and the basis for said opinions. The arbitrator’s decision and award shall be made and delivered within sixty (60) days of the conclusion of the arbitration and within six (6) months of the selection of the arbitrator. The arbitrator will not have the power to award damages in excess of the limitation on actual compensatory damages set forth in this Agreement and may not multiply actual damages or award punitive damages or any other damages that are specifically excluded under this Agreement and each party hereby irrevocably waives any claim to such damages. The parties covenant and agree that they will participate in the arbitration in good faith. The arbitrator may, in his or her discretion, assess costs and expenses (including the reasonable legal fees and expenses of the prevailing part) against any party to a proceeding. Any party refusing to comply with an order of the arbitrators will be liable for costs and expenses, including attorneys’ fees, incurred by the other party in enforcing the award. Notwithstanding the foregoing, in the case of temporary or preliminary injunctive relief, any party may proceed in court without prior arbitration for the purpose of avoiding immediate and irreparable harm. The provisions of this arbitration section will be enforceable in any court of competent jurisdiction. EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD-PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THESE TERMS AND CONDITIONS. FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THESE TERMS AND CONDITIONS.

12. General. Except as otherwise agreed in writing, this Agreement constitutes the entire agreement and understanding between you and Charlesbank relating to the Site and Content and supersedes any prior written or oral agreements between you and Charlesbank with respect to the Site or its Content. You may not assign this Agreement without Charlesbank’s prior written consent, but Charlesbank may assign or transfer this Agreement, in whole or in part, without restriction. If any of these terms and conditions of this Agreement are deemed invalid, void or unenforceable, such term or condition shall be deemed severable and shall not affect the validity or enforceability of the remaining terms and conditions. Any failure of Charlesbank to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other of this Agreement.