Disclosures

Welcome to the website of Turn/River Management, LP (“Turn/River”). Please read these Terms and Conditions of Website Use (“Terms and Conditions”) carefully before using Turn/River’s website (the “Site”). These Terms and Conditions set forth the legally binding terms and conditions that govern your access to and use of the Site and its contents (collectively, the “Content”). By using the Site, you acknowledge that you have read, understood, and accept these Terms and Conditions and Turn/River’s Website Privacy Policy. If you do not agree to these Terms and Conditions for any reason, please cease the use of this Site immediately.

Turn/River reserves the right to amend these Terms and Conditions from time to time. If Turn/River decides to amend its Terms and Conditions, Turn/River will post those changes. Your continued use of the Site after any such modifications shall constitute your acceptance of these Terms and Conditions as modified.

Permitted Uses of the Site and the Content

The Content on the Site is the intellectual property of Turn/River or other parties and is protected by copyright and other intellectual property law.  All intellectual property rights to the Content are vested in Turn/River.  Turn/River has listed below the permitted uses of the Content by the Site’s visitors. Turn/River reserves the right to change Turn/River’s permitted uses at any time. 

You agree to access this Site and use the Content solely for your own noncommercial use and benefit, and not for resale or other transfer or disposition to, or use by or for the benefit of, any other person or entity. You agree not to use, transfer, distribute or dispose of any information contained in the Site in any manner that could damage the business of Turn/River or its portfolio companies.  Copying, disseminating and any other use of the Content is not permitted without the written permission of Turn/River, only insofar as otherwise stipulated in regulations of mandatory law (such as the right to quote), unless specific Content dictates otherwise or as otherwise permitted hereunder. Notwithstanding the foregoing, you may use and print minimal copies of the Content solely for your personal, non-commercial purposes. For the avoidance of doubt, unless you receive Turn/River’s permission in advance, you may not make more than minimal copies of the Content, exploit any of the Content commercially, forward it as a mass distribution, or post it on another website or publically on the internet in any other manner. Any permitted copies of the Site’s pages must contain any copyright, trademark or other proprietary notices or other legends as originally included on the Content. You may not alter or modify the Content in your copies. For the avoidance of doubt, you may not extract, copy or download a large portion of the Content, such as by a bot, webcrawler, scraper, spider or other device that “harvests” portions of the Site.

You may not access this Site or use the Content for any illegal purpose or in any manner inconsistent with these Terms and Conditions. You warrant that when using this Site you will not violate or facilitate any violation of any applicable local, state, federal or international law, statute, regulation, code or ordinance, including, without limitation, regulations promulgated by or the rules of any national or other securities exchange. Permission to use the Site shall terminate automatically if you breach any of these Terms and Conditions.

Submissions

Turn/River welcomes any questions, comments or other content you choose to submit to Turn/River through the Site (including through e-mails addressed to the email address displayed on the Site). Please do not submit any confidential information, financial information, social security numbers, account numbers, or other personally sensitive information. To avoid any misunderstandings, please be advised that Turn/River has the right to (and to allow others to) use, copy and distribute any questions, comments or other content you submit to Turn/River, without compensating or notifying you, although such information would be anonymized. Please see Turn/River’s Privacy Policy for further details.

If you are submitting information to Turn/River in the manner described above, you are providing Turn/River with your consent to process your information.  The submission of business ideas or the disclosure of business plans to Turn/River creates no obligation of any kind on Turn/River’s part with respect to such ideas or plans unless there is a written agreement between Turn/River and the submitting party. Turn/River retains the right at all times, on behalf of itself or any private equity fund it manages now or in the future, to invest in any business, including any business that competes or may in the future compete with the submitting party. 

Turn/River does not provide investment services of any kind to the public. No investment advice or investment securities or other investment opportunities of any kind are intended to be offered on this site. Investments in investment vehicles managed by Turn/River are offered only privately and only through a written offering documents

While Turn/River makes reasonable efforts to ensure that the Site is secure, Turn/River does not guarantee the security of the Site.  Electronic communications can be intercepted by third parties and, accordingly, transmissions to and from the Site may not be secure. Communications to Turn/River, particularly those containing confidential information, may be sent by mail to the intended recipient at the appropriate office address contained on the Site.  Any personal data you provide to Turn/River within the context of your response or request for information will only be used in accordance with Turn/River’s privacy statement.  Anything transmitted by you to Turn/River through this Site becomes the property of Turn/River and may be used by Turn/River for any lawful purpose. Persons wishing to protect such information should contact Turn/River in advance to enter into an appropriate, mutually agreed-upon written confidentiality or other agreement. Turn/River retains the right at all times, on behalf of itself or any private equity fund it manages now or in the future, to invest in any business, including any business that competes or may in the future compete with any party submitting information through the Site.

Prohibited Uses of the Site and the Content

Turn/River has the right (but not the obligation) to monitor the Site for any unauthorized or objectionable conduct and to take all appropriate actions in response, without notice to you.

Turn/River shall make every reasonable effort to protect its systems against any form of unlawful use. Turn/River shall implement appropriate technical and organizational measures to this end, taking into account, among other things, the state of the art. However, Turn/River shall not be liable for any loss whatsoever, direct and/or indirect, suffered by a user of the Site, which arises as a result of the unlawful use of its systems by a third party.

You may not link to the Site or display the Site as “framed” within another website. You may not (and may not encourage others to) violate any law, regulation, rule or the intellectual property, privacy or publicity, or contractual rights of others, or attempt to violate the security of the Site or use or gain access to the identities, information or computers of others, through the Site. You may not: send through the Site any materials or communications that are unlawful or defamatory, indecent, harassing, or otherwise objectionable in Turn/River’s sole discretion; transmit any virus, worm, time bomb or similar system interference or corruptant through the Site; or use the Site to engage in any other unauthorized or unwelcome online conduct.

Turn/River reserve the right to change or supplement Turn/River’s policies in connection with any prohibited uses at any time.  If Turn/River decides to change or supplement such policies, Turn/River will post those updates. Your continued use of the Site after any such modifications shall constitute your acceptance of those policies as modified and/or supplemented.

You agree to indemnify and hold harmless Turn/River and its affiliates and their employees, agents and representatives from any and all liabilities, damages, losses, claims, expenses and fees resulting from your violation of the Site’s policies.

No Offer or Advice

Turn/River is an investment adviser registered with the United States Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of 1940, as amended. Registration of an investment adviser with the SEC does not imply a certain level of skill or training.

All information contained on this website is for informational purposes only. Any Content, including any transaction described therein, is for informational and/or illustrative purposes only. Statements contained on this website that are not historical facts are based on current views, forward-looking expectations, estimates, projections, opinions and/or beliefs of Turn/River. Such statements involve risks, uncertainties and other factors. You should not rely on these statements as if they were facts.

The Site is intended to provide information regarding Turn/River’s potential financing, operational, or other capabilities for entrepreneurs and/or prospective portfolio companies.

Potential investors in any Turn/River fund should reference the separate due diligence portals and other materials that have been prepared for their benefit and any potential investors’ use of or reliance upon this website is specifically disclaimed and limited as further set forth below.

The Content is provided for informational purposes only and does not constitute an offer to sell or buy any securities and may not be used or relied upon in connection with any offer or sale of securities. The investments and strategies discussed in on this Site may not be suitable for all investors and are not obligations of or guaranteed by Turn/River or any of its affiliates. An offer or solicitation will be made only through a subscription agreement and other related documents with respect to a particular investment opportunity and will be subject to the terms and conditions contained in such documents, including the qualifications necessary to become an investor.

Turn/River is not utilizing the Site to provide investment, accounting, tax, legal or other advice, and nothing on the Site is to be deemed a recommendation that you buy, sell or hold any security or other investment or that you pursue any investment style or strategy. If you would like investment, accounting, tax or legal advice, you should consult with your own advisors with respect to your individual circumstances and needs.  Decisions based on the Site and the Content are the sole responsibility of the user. You agree that Turn/River is not liable for any action you take or decision you make in reliance on this Site or any of the Content.

Portfolio Companies

The information regarding specific portfolio companies is presented to illustrate examples of the types of investments that Turn/River may have made or recommended as of a particular date and may not be representative of all transactions engaged in by Turn/River. Such information is not intended to serve as a recommendation to invest in any company or investment described herein. Further, it may not be representative of any current or future investments, and the performance of these investments is not necessarily indicative of the performance of all investments made or recommended by Turn/River. The investment return and principal value of an investment may fluctuate, and, as a result, with respect to products which provide for redemptions, your redemption value may be more or less than original cost. It should not be assumed that such investments were or will be profitable or that any portfolio company investments made in the future will equal the performance of the companies identified herein.  Past performance is neither indicative nor a guarantee of future results. 

Testimonials and Endorsements

Testimonials and endorsements reflect Turn/River’s and portfolio company management’s opinions and beliefs regarding the company and the investment. Such opinions and beliefs are subjective, do not represent a complete assessment of the company, the market or Turn/River’s overall investment performance and cannot be independently verified. Such statements are being offered as references for the purposes of demonstrating the benefits of working with the Turn/River team and not on the basis of being an investor in a portfolio company or, if applicable, a Turn/River fund. Portfolio company executives receive/received a salary and economics from the portfolio company. No executives were paid for their testimonials or endorsement. There is a conflict of interest in these unpaid testimonials and endorsements in that all speakers stand to benefit from Turn/River’s success and they work/worked for a Turn/River portfolio company.

Research

Research provided on this Site is for informational purposes only and not intended as investment advice. Turn/River assumes no liability for reliance on such information.

Forward Looking Statements

Certain information on the Site may constitute forward-looking statements, which can be identified by the use of terms such as “may”, “will”, “should”, “expect”, “anticipate”, “target”, “project”, “estimate”, “intend”, “continue” or “believe” (or the negatives thereof) or other variations thereof. Due to various risks and uncertainties, actual events, results or performance may differ materially from those reflected or contemplated in such forward-looking statements. As a result, users of the Site should not rely on such forward-looking statements. No guarantee of investment performance is being provided and no inference to the contrary should be made.  Turn/River undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

Trademarks

Turn/River and certain other marks displayed on the Site are trademarks and service marks of Turn/River. You may not use any Turn/River trademarks, trade names or service marks in any manner that creates the impression that such names and marks belong to or are associated with you or your affiliates or are used with Turn/River’s consent. All other trademarks or service marks on the Site that are not owned by Turn/River are the property of their respective owners. Other trademarks, service marks, images and logos may be owned by other parties, who may or may not be affiliated with Turn/River. Nothing on this Site shall be interpreted as granting, by implication, estoppel or otherwise, any license or right to use any content on this Site without the written permission of Turn/River or such other third party that may own such content. All rights not expressly granted are reserved.

Other Websites

The Site contains links to, or may be linked from, other websites that are not maintained by Turn/River. Turn/River does not endorse, certify or control the content of such websites and does not have any responsibility for, or make any representations about, any other websites, including their products and services, content, communications and website use policies. Turn/River expressly disclaims any responsibility for your access to or use of such other websites.  Any links to other sites are not intended as referrals or endorsements, but are merely provided for convenience and informational purposes.  Use of any information obtained from such addresses is voluntary, and reliance on it should only be undertaken after an independent review of its accuracy, completeness, efficacy, and timeliness. If you access any third-party website through this Site or because it is referred to in this Site, you do so at your own risk.

All users should be aware that parties unrelated to Turn/River may seek to direct users to websites that falsely appear to be the Site or may establish websites using the name “Turn/River” or variants thereof, in each case for malicious or fraudulent purposes. Turn/River never grants permission to any party to use the name “Turn/River” or any variant thereof in the name or other identification of a website and Turn/River disclaims any responsibility for any such websites. Users are responsible for determining the validity and safety of any website that by its name or otherwise purports or appears to be controlled by or affiliated with Turn/River.

Inaccurate Information

Turn/River is committed to keeping the Site up to date and accurate. Should you nevertheless encounter anything that is incorrect or out of date, Turn/River would appreciate it if you could let them know. Please indicate where on the website you read the information. Turn/River will then look at this as soon as possible. Please send your response by email to: privacy@turnriver.com.

Limitations of Liability

You acknowledge and accept that: (1) notwithstanding the reasonable efforts by Turn/River to avoid technological problems, the Site may not be available, may not function properly or may have or cause technological problems (including, without limitation, computer malfunction, failure of performance, delays, interruptions, defects, errors, worms or viruses) from time to time; and (2) notwithstanding any reasonable security precautions that Turn/River or its designee may take, Turn/River or its designee can not, and does not, guarantee that the Site will be free of security problems (including, without limitation, unauthorized interception of data or communications).

Information on the Site speaks only as of the date indicated.  Turn/River is under no obligation to update the information contained on the Site. Additionally, the material on the Site does not constitute a representation that the solutions described therein are suitable or appropriate for any person.  While Turn/River makes reasonable efforts to provide accurate information, at times Turn/River may not promptly update or correct the Site even if Turn/River is aware that it is inaccurate, outdated or otherwise inappropriate.

Turn/River will not be liable for any damages or injury, including but not limited to special or consequential damages, that result from the use of (or the inability to use) the Site and the Content, or a website linked to the Site, including any damages or injury caused by any failure of performance, error, omission, interruption, defect, delay in operation, computer virus, line failure, or other computer malfunction, or from any action that you take or decision you make in reliance on any information contained in the Site.  When using web forms, Turn/River strives to limit the number of required fields to a minimum.

Disclaimer

The Site is provided by Turn/River on an “as is” and “as available” basis. Turn/River does not make and hereby disclaims any express or implied warranties, representations, or endorsements whatsoever, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, or warranties of title or non-infringement, as to the operation of the Site or the information included on the Site. Turn/River does not warrant that the information in the Site is accurate, reliable, or correct, that the Site will be available at any particular time or location, or that the Site is free of viruses or other harmful components.

International Use

The Content is not intended for distribution to, or use in, any jurisdiction where such distribution or use would be contrary to law. Turn/River makes no claims that the Site is appropriate or lawful for use or access outside the United States. Each user of the Site is responsible for compliance with local laws and regulations applicable to it.  Access to the Site from countries or territories where such access is illegal is prohibited. If you access the Site from outside the United States, you do so at your own risk.

Governing Law / Forum

These Terms and Conditions are governed by Delaware law. If Turn/River has a dispute regarding this policy or your use of the Site, you agree that it shall be resolved solely in the state or federal courts located in the state of California.  It is agreed that such courts shall have jurisdiction over Turn/River, any user of the Site and any dispute arising hereunder.

Confidentiality

The information contained in the password-protected portion of the Site (the “LP Website”) is confidential and is subject to the confidentiality provisions contained in the governing agreements of the relevant entities to which you are a party. As a limited partner of one or more of the Turn/River funds, or a representative of such a limited partner, you are subject to those confidentiality provisions. By use of the LP Website you agree that the information relating to the Turn/River funds in which you are not a limited partner is subject to the same confidentiality restrictions that apply to you as a limited partner in any of the Turn/River funds. The information contained in the LP Website may not be reproduced or redistributed in any manner.

The information contained in the LP Website may include material non-public information regarding the Turn/River funds and their underlying portfolio companies. It is a violation of U.S. securities laws for a person in possession of material non-public information concerning an issuer to purchase or sell securities of such issuer or to communicate such information to another person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell securities.

Password Use, Security and Notification

If you have received a password to access the LP Website, you acknowledge and agree that Turn/River has granted you limited access to specific files pertaining to Turn/River funds (“Approved Information”), and you agree not to attempt to access computer files other than the Approved Information. You agree that you are responsible for all activities that occur in connection with or arising out of use of your password. Accordingly, you agree to take all reasonable steps to protect the confidentiality of your password and not to allow any other person to use your password or gain access to the LP Website. You agree to notify Turn/River immediately if you become aware of any disclosure, loss, theft or unauthorized use of your password.

If you have not received a password to access the LP Website, you agree not to attempt to access computer files in the LP Website.

Use of Cookies and Collection of Contact Data

Turn/River uses “cookies” to help personalize your online experience.  A cookie is a small text file that is placed on your hard drive.  Cookies contain information, including personal data, that can later be read by a web server in the domain that issued the cookie to you.  The information that cookies collect includes the date and time of your visit, your registration information, session identification number and your navigational history and preferences.

Cookies offer you many conveniences.  They allow Turn/River to identify users when they return to the site so that they can retrieve previous image search results and save you time by eliminating the need to repeatedly enter the same information.

This privacy statement covers the use of cookies by Turn/River only and does not cover the use of cookies by third parties.  For example, for the links Turn/River provides to third-party websites, that website owner also may use cookies and other data collection technology.  Turn/River has no access to or control over their sites and is not responsible for the privacy of your information once you leave the Site. 

Most browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies. 

Turn/River also collects and retains contact data when you fill out Turn/River’s “Get in Touch” form.  Any personal data you provide to Turn/River within the context of your response or request for information will only be used in accordance with Turn/River’s privacy statement.  Except as set out below, Turn/River does not disclose or sell your contact data to any third parties.

Turn/River may use the contact data you provide to send you information about Turn/River and/or Turn/River’s products or services, and/or to contact you when necessary. By sharing your email address and other contact data, you authorize Turn/River to contact you via email.  However, you have the right to unsubscribe at any time by contacting Turn/River via email at privacy@turnriver.com.

Turn/River may disclose your contact data to third-party service providers who perform services on Turn/River’s behalf.  For example, Turn/River may hire other companies to provide data storage, to host websites, to assist in marketing, to conduct audits, etc.  Those third-party service providers (i) shall be permitted to obtain only the data they need to provide the service, (ii) must protect contact data to the same extent as the firm, and (iii) shall be prohibited from using it for any other purpose.  Turn/River also may share contact data, as necessary to comply with applicable law.

Termination

Turn/River may terminate your access to the Site for any reason, without prior notice.