IMPACTIVE CAPITAL LP
Terms AND CONDITIONS of Use

Effective as of February 1, 2019

Please read these Terms and Conditions of Use (as defined below) before using the Site (as defined below).  Your access to and use of the Site is subject to these Terms of Use and all applicable laws and regulations.  The Terms of Use constitute a legal agreement between you and Impactive Capital (as defined below). The Site is available only to, and may only be used by, individuals who can form legally binding contracts under applicable law.  Without limiting the foregoing, the Site is not available to persons under age 18. By accessing and using the Site, you accept and agree to, without qualification, these Terms of Use and represent and warrant that you have the authority to be bound by the Use to these Terms of Use.  If you do not accept and agree to these Terms of Use without qualification, you should exit the Site immediately.

THE SITE  

Impactive Capital LP and/or its respective affiliated entities (collectively, “Impactive Capital”) provide, through use of their Web site, www.impactivecapital.com (the “Site”), information regarding Impactive Capital’s investment advisory business.  This Site is owned and operated by Impactive Capital and is being provided to you under the following terms and conditions and any operating rules, policies, and procedures that may be published from time to time on this Site by Impactive Capital (collectively, the “Terms of Use”).  

These Terms of Use govern visitors’ (“Visitors”) access to and use of the public areas of the Site that are available to all Visitors (“Public Areas”).  In addition to the Public Areas of the Site, these Terms of Use also govern investors’ and/or other visitors to the Site for whom Impactive Capital provides login credentials (each, a “Registrant” and collectively with Visitors, “Users”) access to and use of certain non-public restricted areas of the Site (the “Restricted Areas”).  Only Registrants may access the Restricted Areas of the Site. Unless otherwise indicated, the term “Site” as used throughout these Terms of Use shall include the Public Areas and the Restricted Areas. For the purposes of these Terms of Use, “you” or “your” shall refer to you as a Visitor to or Registrant of this Site.

PERSONAL AND NON-COMMERCIAL USE LIMITATION

The Site is for your personal and non-commercial use.  Impactive Capital hereby grants you a non-exclusive, non-transferable and limited personal license to access and use the Site, conditioned on your continued compliance with these Terms of Use. You may not modify, copy (except as set forth below), distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, products or services obtained from the Site. You may not link other websites to the Site without Impactive Capital’s prior written permission. You may print one hard copy of the information and download one temporary copy of the information into one single computer’s memory solely for your own personal, non-commercial use and not for distribution, provided that all relevant copyright, trademark and other proprietary notices are kept intact.

All information in the Restricted Areas of the Site is confidential and private and you may not disclose or distribute such information to any other person for any purpose.  Such information is made available solely for your personal use in connection with your current or potential investment activities.

You are prohibited from using the Site to advertise or perform any commercial solicitation. You also are prohibited from using any robot, spider, scraper or other automated means to access the Site for any purpose without the prior written permission of Impactive Capital. You may not take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure, interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site, or bypass any measures that we may use to prevent or restrict access to the Site. You shall not, directly or indirectly, reverse engineer, decompile, disassemble, translate or convert any computer programs used to access the Site.  Any special rules for the use of certain software and other content accessible on the Site may be included elsewhere within the Site and are incorporated into these Terms of Use by reference. Any rights not expressly granted herein are reserved.

Unauthorized access to and/or use of the Site, or to the telecommunications or computer facilities used to deliver the Site, is a breach of these Terms of Use and is a violation of law.

NO SECURITIES OFFERING OR INVESTMENT ADVICE

The materials, content and information available on the Site are for information purposes only and do not constitute any investment advice or advertisement or an offer to sell or a solicitation of an offer to purchase any share/interest in any investment vehicles.  Any such offerings of securities may only be made only by prospectus or private offering memoranda by persons who are registered, or not required to be registered as broker-dealers or agents in the particular jurisdiction, and in accordance with applicable law, including, without limitation, the Securities Act of 1933, as amended.  The Site is not intended for distribution to or use by any person in any jurisdiction or country where such distribution or use would be contrary to local law or regulation.

It is not intended as and does not constitute investment advice or legal or tax advice or an offer to sell any securities to any person or a solicitation of any person of any offer to purchase any securities. The information in the Site should not be construed as Impactive Capital’s endorsement, recommendation or sponsorship of any company or security. There are inherent risks in relying on, using or retrieving any information found on the Site, and Impactive Capital urges you to make sure that you understand these risks before relying on, using or retrieving any information on the Site. You should evaluate the information made available through the Site, and you should seek the advice of professionals, as appropriate, to evaluate any opinion, advice, product, service or other information.  The material available on the Site has been prepared from original sources and data believed to be reliable. However no representations are made as to the accuracy or completeness thereof, and it is subject to change without notice. Any investment in any privately offered investment product involves a high degree of risk and is suitable only for sophisticated investors.

Impactive Capital’s businesses are not designed or intended to replace any services provided by their respective clients’ other legal, tax and financial advisors.  Clients of Impactive Capital, any investors holding interests in investment vehicles managed by Impactive Capital, or other Visitors or Registered Users of the Site must rely entirely on their own advisors as to legal, tax, financial or other matters relevant to the suitability of any investment.

You acknowledge that any of your requests for information are unsolicited and any information provided or made available by Impactive Capital shall neither constitute nor be construed as investment advice from Impactive Capital to you or to form an investment advisory relationship, or any other client relationship between you and Impactive Capital or any of its affiliates or employees. Impactive Capital strongly recommends that you seek outside advice from a qualified securities professional. Impactive Capital does not guarantee the suitability or potential value of any particular investment or information source.  Clients of Impactive Capital may from time to time be invested or otherwise hold an interest in companies or securities that may be discussed on the Site.

DISCLAIMERS AND LIMITATION OF LIABILITY

THE INFORMATION, SOFTWARE AND/OR SERVICES MADE AVAILABLE ON OR THROUGH THE USE OF THIS SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. DUE TO VARIOUS FACTORS, INCLUDING THE INHERENT POSSIBILITY OF HUMAN AND MECHANICAL ERROR, THE ACCURACY, COMPLETENESS, TIMELINESS AND CORRECT SEQUENCING OF SUCH INFORMATION, SOFTWARE AND SERVICES AND THE RESULTS OBTAINED FROM THEIR USE ARE NOT GUARANTEED BY IMPACTIVE CAPITAL OR ANY PERSONS CREATING OR TRANSMITTING SUCH INFORMATION, SOFTWARE AND SERVICES.

THE USE OF THE SITE IS AT THE USER’S SOLE RISK.  THE SITE IS PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS. IMPACTIVE CAPITAL AND/OR ITS THIRD PARTY PROVIDERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE CONTENT AND OPERATION OF THE SITE AT ANY TIME WITHOUT NOTICE. THE SITE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME DUE TO REQUIRED MAINTENANCE, TELECOMMUNICATIONS INTERRUPTIONS OR OTHER REASONS.  IMPACTIVE CAPITAL AND/OR ITS THIRD PARTY PROVIDERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES CONTAINED ON OR MADE AVAILABLE THROUGH THE USE OF THIS SITE FOR ANY PURPOSE OR AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR AS TO THE ACCURACY OR RELIABILITY OF ANY CONTENT OR ANY INFORMATION OBTAINED THROUGH THE SITE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ARE PROVIDED WITHOUT WARRANTY OF ANY KIND. IMPACTIVE CAPITAL AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND AVAILABILITY. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

YOUR USE OF THE SITE IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA OR ANY OTHER DAMAGE OR LOSS THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT FROM THE SITE. IN NO EVENT SHALL IMPACTIVE CAPITAL AND/OR ITS THIRD PARTY PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH OR RELATING TO THE USE OF OR ACCESS TO THIS SITE OR WITH THE DELAY OR INABILITY TO USE THIS SITE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES OBTAINED THROUGH THIS SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF IMPACTIVE CAPITAL OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

IMPACTIVE CAPITAL AND ANY PERSON CREATING, MAKING AVAILABLE OR TRANSMITTING THE INFORMATION ON THE SITE SHALL NOT BE LIABLE FOR ANY INFECTION BY VIRUSES OF OR DAMAGE TO ANY COMPUTER THAT RESULTS FROM YOUR USE OF, ACCESS TO OR DOWNLOADING OF SUCH INFORMATION. IF YOU ARE DISSATISFIED WITH THE INFORMATION, PRODUCTS OR SERVICES OFFERED AT THE SITE OR WITH THE TERMS AND CONDITIONS OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF AND ACCESS TO THE SITE.

OWNERSHIP OF CONTENT

The Site and all of its content, including but not limited to all text, graphics, charts, audio, logos, images, data compilations, icons, code and software (“Content”), are the property of Impactive Capital and are protected by U.S. and international copyright and other intellectual property and related laws, rules and regulations, with all rights reserved unless otherwise noted.  All trademarks, service marks, trade names and other product and service names and logos displayed on the Site are proprietary to Impactive Capital, including all registered and unregistered trademarks and service marks of Impactive Capital. If the Site includes any trademarks, service marks, trade names or logos of any third parties, such items are the proprietary marks and names of their respective owners, and are protected by applicable trademark and intellectual property laws.  Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on this Site without the prior written permission of Impactive Capital or such third party that may own the trademarks displayed on this Site. You may not use the trademarks displayed on the Site. Your use of any Content, whether owned by Impactive Capital or any third party, without Impactive Capital’s express written permission, is strictly prohibited except as otherwise expressly permitted in these Terms of Use. Without limiting the foregoing, you are prohibited from using any of Impactive Capital’s copyrighted material or trademarks for any purpose, including, but not limited to, use as metatags, links or otherwise on any website, without the prior written permission of Impactive Capital.

NO UNLAWFUL OR PROHIBITED USE

As a condition to your use of the Site, you represent and warrant to, and agree with, Impactive Capital that you will not use the Site for any purpose that is unlawful or prohibited by these Terms of Use.

REFERENCES TO PUBLICATIONS AND OTHER COMPANIES

References to any publication or any other company on the Site are for reference and informational purposes only and are not intended to suggest that any of such companies endorse, recommend or approve of the services, analysis or recommendations of Impactive Capital or that Impactive Capital endorses, recommends or approves the services or products of such companies.  News stories reflect only the author’s opinion and not necessarily that of Impactive Capital.

TERMINATION AND CANCELLATION

Impactive Capital may modify or terminate the Site and terminate your access to the Site, without notice at any time and for any reason.

APPLICABLE LAW AND JURISDICTION

Unless otherwise specified, Impactive Capital controls and operates the Site from its offices within the United States of America.

Impactive Capital does not claim that materials in the Site are appropriate or available for use in locations other than those within the United States. If you choose to access the Site from other locations, you do so on your own initiative, and you are responsible for compliance with any applicable local laws.

These Terms of Use are governed by the laws of the State of New York, without regard to its choice of law provisions. You hereby consent to the exclusive and personal jurisdiction and venue of the State and Federal courts in New York, New York, which shall have exclusive jurisdiction over any and all disputes arising out of or relating to these Terms of Use, the use of the Site or any product or service related thereto. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph.

GENERAL

You agree that no joint venture, partnership, employment or agency relationship exists between you and Impactive Capital as a result of these Terms of Use or use of the Site.

Impactive Capital’s performance of these Terms of Use is subject to existing laws and legal process, and nothing in these Terms of Use is in derogation of Impactive Capital’s right to comply with law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Impactive Capital with respect to such use.

If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use shall continue in effect.

By reviewing or using the information on the Site after accessing the Site, you represent and warrant that (a) you have the authority to enter into these Terms of Use and create a binding contractual obligation, (b) you understand and intend these Terms of Use to be the legal equivalent of a signed, written contract equally binding, and (c) you will use the information on the Site in a manner consistent with applicable laws and regulations and in accordance with these Terms of Use, as Impactive Capital may amend them online or otherwise from time to time. A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based on or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

These Terms of Use constitute the entire agreement between you and Impactive Capital with respect to the Site and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Impactive Capital with respect to the Site.  No delay or failure on the part of either party in exercising any right or remedy hereunder shall operate as a waiver thereof or of any other right or remedy. No waiver whatsoever shall be valid unless in writing, signed by the party to be charged, and then only to the extent therein set forth.  

You shall not assign or otherwise transfer these Terms of Use, in whole or in part, or delegate or subcontract any of its rights or obligations hereunder, without Impactive Capital’s prior written consent.  Any attempted transfer or delegation by you without Impactive Capital’s consent will be void. These Terms of Use will bind and inure to the benefit of each party’s successors and permitted assigns.

You agree to be bound by any agreement or consent you transmit to or through the Site via any media or electronic device, including internet, telephone and wireless devices.

Impactive Capital LP
450 West 14th Street
12th Floor
New York, NY 10014
jim@impactivecapital.com