Terms & Conditions

Freeman Spogli & Co. Incorporated ("Freeman Spogli", “we”, “us” or “our”) provides you access to the Freeman Spogli Web site and the information and other materials available on and through the Web site (the "Site") subject to your compliance with the terms and conditions as set forth herein (the "Terms and Conditions"). If you do not agree with any of the Terms and Conditions, DO NOT USE THIS SITE. Your continued use of this Site evidences your agreement to be bound by each of the Terms and Conditions and constitutes a legally binding contract between you and Freeman Spogli.

THE INFORMATION PROVIDED ON THIS SITE IS NOT INTENDED FOR DISTRIBUTION TO OR USE BY ANY PERSON OR ENTITY IN ANY JURISDICTION OR COUNTRY WHERE SUCH DISTRIBUTION OR USE WOULD BE CONTRARY TO LAW OR REGULATION OR THAT WOULD SUBJECT FREEMAN SPOGLI TO ANY REGISTRATION REQUIREMENT WITHIN SUCH JURISDICTION OR COUNTRY. NEITHER THE INFORMATION, NOR ANY OPINION OR OTHER STATEMENT CONTAINED IN THIS SITE CONSTITUTES A SOLICITATION OR OFFER BY FREEMAN SPOGLI TO BUY OR SELL ANY SECURITIES, FUTURES, OPTIONS OR OTHER FINANCIAL INSTRUMENTS OR PROVIDE ANY INVESTMENT OR TAX ADVICE OR SERVICE. THIS SITE MERELY PROVIDES INFORMATION ON FREEMAN SPOGLI AND THE COMPANIES IN WHICH IT HAS INVESTED. THIS SITE MAY CONTAIN INFORMATION ABOUT THE STATUS AND PERFORMANCE OF VARIOUS COMPANIES AND THE STATUS OF FREEMAN SPOGLI'S INVESTMENTS IN THEM. THIS STATUS OR PERFORMANCE IS SUBJECT TO CERTAIN RISKS, UNCERTAINTIES AND CHANGES THAT COULD CAUSE SUCH STATUS AND/OR PERFORMANCE TO CHANGE OR DIFFER MATERIALLY FROM THAT CURRENTLY DESCRIBED ON THIS SITE AND USERS OF THE SITE ARE CAUTIONED NOT TO PLACE ANY RELIANCE ON THIS INFORMATION.

THE FREEMAN SPOGLI PRODUCTS

Freeman Spogli is a privately owned investment firm dedicated to investing and partnering with management in middle-market companies positioned for strong growth.

USE OF THE SITE

Freeman Spogli grants you a personal, limited, revocable, non-exclusive, nontransferable right to use the Site, which includes any images, text, illustrations, designs, icons, photographs, graphics, video clips, downloads, systems and methods, interfaces, information, data, tools, products, services and other content (collectively, the “Content”), solely for your personal and noncommercial use.

Members of the public are welcome to view the general portions of this Site, so long as they agree to these Terms and Conditions. To participate in the portion of this Site that is provided only to Freeman Spogli partners (the "Partners Only Material"), Freeman Spogli's Partners must obtain an assigned user name and password, and must agree to these Terms and Conditions and to the Additional Terms and Conditions when they first access the Partners Only Material (the "Additional Terms"). Where the Additional Terms conflict with these Terms and Conditions, the Additional Terms shall control.

Freeman Spogli has the right, but not the obligation, to monitor use of the Site, and may at any time suspend, revoke, or terminate your right to use it. We may report any activity relating to this Site to regulators, law enforcement officials, or other persons or entities that we deem appropriate. Freeman Spogli may investigate any complaint or reported violation of these Terms and Conditions and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service and denying access and/or removal of materials from the Site.
Certain statements contained on the Site and/or in the Content reflect the subjective views and opinions of Freeman Spogli. Such statements cannot be independently verified and are subject to change.

INTELLECTUAL PROPERTY

All text, graphics, multimedia content or other Content or material available from the entry point URL http://www.freemanspogli.com and pages within that domain and all related code, including but not limited to films, images, text, graphics, logos, icons, layouts, arrangements, displays, illustrations, audio and video clips, HTML, other mark-up languages, and all scripts and software within this Site ("Material(s)") are the property of Freeman Spogli and/or its affiliates or licensors and are protected by copyrights and other proprietary intellectual property rights that are owned or controlled by Freeman Spogli or by other parties that have licensed their Material to Freeman Spogli. Material from the Site may not be copied, reproduced, republished, uploaded, posted, transmitted, distributed, modified, transferred, sold, displayed, or in any way commercially exploited in whole or in part except that you may download one copy of the Materials on any single computer for your personal, noncommercial use, and one single permanent copy to be used by you, provided you keep intact any copyright and other proprietary notices on the Materials and do not modify the Materials in any way. You must obtain the prior written consent of Freeman Spogli for any other use or distribution of the Materials. Modification of the Materials or use of the Materials for any other purpose is a violation of copyright and other proprietary rights and the use of any such Material on any other Web site or computer environment is strictly prohibited.

TRADEMARKS

"FREEMAN SPOGLI" AND "FS" are the trademarks of Freeman Spogli. All other trademarks, service marks and logos used on this Site, with or without attribution, are the trademarks, service marks or logos of their respective owners.

You agree that any unauthorized use of the Site or the Content may violate copyright laws, trademark laws, the laws of privacy and publicity, and/or communications regulations and statutes.

INFORMATIONAL PURPOSES ONLY

This Site contains general information about Freeman Spogli and its portfolio and is directed at portfolio company management teams interested in partnering with Freeman Spogli, existing portfolio company management teams and for individuals considering possible employment with Freeman Spogli. This Site is not directed at existing or prospective investors in any Freeman Spogli Fund. This Site does not constitute an offer to sell or a solicitation of an offer to buy any security, including, without limitation, any interest in any investment vehicle managed by Freeman Spogli or any company in which Freeman Spogli, any Freeman Spogli Fund, or any of their respective affiliates, have invested. This Site is not intended for prospective investors in any Freeman Spogli Fund and does not provide information material to an investor’s decision to invest in any Freeman Spogli Fund. An offer or solicitation will be made only through a final private placement memorandum, 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. Nothing on this Site is intended to be, and you should not consider anything on the Site to be, investment, accounting, tax or legal advice, nor does any information on this Site constitute a comprehensive or complete statement of the matters discussed or the law relating thereto. Although this Site may include investment-related information, nothing on this Site is a recommendation that you purchase, sell or hold any security or other investment, or that you pursue any investment style or strategy.

CASE STUDIES

Any selected investment summaries and case studies presented herein are not representative of all Freeman Spogli transactions. References to specific securities herein are not intended to be, and should not be interpreted as, recommendations to purchase or sell such securities. There can be no assurance future Freeman Spogli investments will achieve similar results. There can be no guarantee any growth plans stated herein are ultimately achieved or any trends displayed will continue.

NOTEWORTHY RECOGNITION ACROSS INDUSTRY PUBLICATIONS

The News Stories are for informational purposes only and may not be relied on in any manner as legal, tax or investment advice. The information contained in each News Story is believed to be accurate as of the date of the News Story. No representation or warranty is made as to its continued accuracy after such date. News Stories displayed on this Site are selected by Freeman Spogli and may not be representative of all stories about Freeman Spogli or its affiliates.
Certain information in the News Stories reflect the opinion of Freeman Spogli and/or its affiliates, and is subject to change without further notice. News Stories may reference individual investments of a Freeman Spogli Fund. Such investments are not representative of all Freeman Spogli investments.

PORTFOLIO

Any views expressed by portfolio company management and entrepreneurs are their own and have not been expressly adopted by Freeman Spogli. Certain statements may be deemed forward-looking, but any such statements are not guarantees of any future performance and actual results or developments may differ materially from those discussed. Certain statements herein reflect the subjective views and opinions of Freeman Spogli. Such statements cannot be independently verified and are subject to change. There can be no assurance any future Freeman Spogli investments will be profitable or exhibit similar characteristics.

PAST PERFORMANCE

Investments described or referred to on the Site are included solely as examples of Freeman Spogli investments and are for illustrative purposes only. Freeman Spogli does not make any assurances that such investments are or will be profitable (or that any Freeman Spogli investments will have similar properties to any such investments made at other firms). Such investments are not representative of all Freeman Spogli investments and are not to be considered a complete list of all investments made by Freeman Spogli. PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS, and no representation is being made that any investment or transaction will or is likely to achieve profits or losses or results similar to those achieved in the past, or that significant losses will be avoided.

FORWARD-LOOKING STATEMENTS

The Site contains forward-looking statements, which reflect our current views with respect to, among other things, the operations and performance of our businesses. You can identify these forward-looking statements by the use of words such as “outlook,” “believe,” “expect,” “potential,” “continue,” “may,” “should,” “seek,” “approximately,” “predict,” “intend,” “will,” “plan,” “estimate,” “anticipate,” “target,” “project” or the negative version of these words, other variations of these words or other comparable words. Forward-looking statements are subject to various risks and uncertainties, speak only as of the date on which they are made and are subject to change. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. Forward- looking statements are not guarantees of the underlying expected actions or future performance and future results may differ significantly from those anticipated by the forward-looking statements. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

LINKING TO OTHER SITES AND TRANSACTIONS ON OTHER SITES

This Site contains links to pages on other web sites, and those web sites may offer products and/or services for sale ("Linked Sites"). This includes web sites for companies in which Freeman Spogli is currently investing in or has invested in the past. Freeman Spogli does not author, edit, or monitor these Linked Sites. You acknowledge and agree that Freeman Spogli has no responsibility for the accuracy or availability of information provided by Linked Sites and that Freeman Spogli does not control or endorse the sponsors of such Linked Sites or the content, products, advertising, or other materials presented on such Linked Sites.

FREEMAN SPOGLI WILL NOT BE LIABLE FOR ANY TRANSACTIONS CONDUCTED WITH THIRD PARTIES OR ANY LIABILITY ARISING FROM THE REPRESENTATIONS OR INFORMATION PROVIDED ON SUCH LINKED SITES. FREEMAN SPOGLI IS NOT AND WILL NOT BE RESPONSIBLE FOR (A) THE TERMS AND CONDITIONS OF ANY TRANSACTION BETWEEN YOU AND ANY THIRD PARTY, (B) ANY INSUFFICIENCY OF OR PROBLEMS WITH ANY SUCH THIRD PARTY'S BACKGROUND, INSURANCE, CREDIT OR LICENSING, (C) THE QUALITY OF SERVICES PERFORMED BY ANY SUCH THIRD PARTY OR ANY OTHER LEGAL LIABILITY ARISING OUT OF OR RELATED TO THE PERFORMANCE OF SUCH SERVICES, OR (IV) ANY CONTENT ON THE THIRD PARTY SITES, OR THE QUALITY OF ANY PRODUCT SOLD BY ANY SUCH THIRD PARTY OR ANY OTHER LEGAL LIABILITY ARISING OUT OF OR RELATED TO PRODUCTS SOLD BY SUCH THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY PRODUCT LIABILITY. IF YOU HAVE A DISPUTE WITH ANY SUCH THIRD PARTY OR ANY THIRD PARTY'S WEB SITE, PRODUCTS AND/OR SERVICES, YOU RELEASE FREEMAN SPOGLI (AND ITS AGENTS, PRINCIPALS AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE ANY RIGHTS YOU MAY HAVE ARISING OUT OF THESE TERMS AND CONDITIONS UNDER CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” YOU ALSO WAIVE ANY RIGHTS YOU MAY HAVE WITH RESPECT TO THIRD PARTY DISPUTES UNDER ANY OTHER STATUTE OR COMMON LAW PRINCIPLES THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE ONLY THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.

USER CONDUCT

In order to access and use the Site, you agree that you will comply with all of the Terms and Condition set forth herein and will not (a) reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Site; or (b) use Freeman Spogli's name, URL, trademarks, server, or other materials in connection with, or to transmit, any unsolicited communications or "spam." For the purposes of this agreement, "spam" has the meaning generally understood among Internet users. In addition, you may not post, upload, or transmit to the Site or to the Freeman Spogli servers any communications, text, graphics or other information (collectively, "Unauthorized Content") that: (a) is obscene, fraudulent, indecent, or that defames, abuses, harasses, or threatens others; (b) contains any viruses, Trojan horses, worms, time bombs, cancelbots, or other disabling devices or other harmful component intended to or that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information; (c) advocates or encourages any illegal activity; (d) infringes on the copyright, patent, trademark, trade secret, right of publicity, or other intellectual property or proprietary right of any third party; (e) violates the privacy of individuals, including, but not limited to, other users of the Site; or (f) violates any applicable local, state, national or international law.

NO WARRANTIES

THIS SITE AND ANY CONTENT OR INFORMATION CONTAINED WITHIN THE SITE ARE PROVIDED "AS IS" WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, FREEMAN SPOGLI DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING (BUT NOT LIMITED TO) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE. IN ADDITION, FREEMAN SPOGLI DOES NOT WARRANT THAT THE FUNCTIONS ON THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS IN OR ON THE SITE WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU (AND NOT FREEMAN SPOGLI) ASSUME THE ENTIRE RISK OF ANY RELIANCE ON THESE MATERIALS.

Under no circumstances will Freeman Spogli be liable in any way for any Content or Materials, including, but not limited to, any errors or omissions in any Content or Materials, or any loss or damage of any kind incurred as a result of the use of any Content or Materials posted, emailed or otherwise transmitted via the Site.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL FREEMAN SPOGLI, ITS AFFILIATES OR ITS SUBSIDIARIES, OR THE RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SPONSORS, AND OTHER PARTNERS OF EACH BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE, THE SERVICES AVAILABLE ON THE SITE OR CONTENT OR MATERIALS CONTAINED WITHIN THE SITE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, FREEMAN SPOGLI'S ENTIRE LIABILITY UNDER THESE TERMS AND CONDITIONS SHALL BE LIMITED TO THE AMOUNT PAID FOR USE OF THE SITE, IF ANY. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE AND/OR SITE-RELATED SERVICES IS TO STOP USING THE SITE AND/OR THOSE SERVICES.

INDEMNITY

You agree to indemnify and hold Freeman Spogli and its affiliates, subsidiaries, and the respective officers, directors, agents, employees, sponsors, and partners of each harmless from any claim or demand, including, but not limited to, reasonable attorneys' fees, made by any third party due to or arising out of your use of the Site, your connection to the Site, your violation of these Terms and Conditions, or your violation of any rights of another party.

TERMINATION OF THE SITE

Freeman Spogli may, in its sole discretion and in addition to any other remedies available to Freeman Spogli, with or without cause withdraw, suspend or discontinue at any time and from time to time any Materials, information, content or services available on the Site, your user name and password, and any functionality or features in or on the Site, including, but not limited to, the cessation of all activities associated with the Site, with or without notice.

LIMITED DISTRIBUTION AND TERRITORIAL CONSIDERATIONS

This Site is controlled and operated by Freeman Spogli from its offices within the State of California, U.S.A. Freeman Spogli makes no representation that materials on the Site are appropriate or available for use in other locations. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Use of or access to the Site shall not be construed as the purposeful availment of the benefits or privilege of doing business in any state other than the State of California by Freeman Spogli.

GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of California, as it is applied to agreements entered into and to be performed entirely within California and without giving effect to any principles of conflicts of laws. You agree that any lawsuit or other action brought by Freeman Spogli, you or any third party to enforce the Terms and Conditions, or in connection with any matters related to this Site, shall be subject only to the jurisdiction of either the state or federal courts located in Los Angeles County, California.

SEVERABILITY

If any provision of the Terms and Conditions is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Terms and Conditions, and shall not affect the validity and enforceability of any remaining provisions.

NO AGENCY

Nothing contained in these Terms and Conditions creates any agency, partnership, or other form of joint enterprise between you and Freeman Spogli.

NO WAIVER

Any delay or failure on the part of Freeman Spogli to enforce any rights under these Terms and Conditions at law or in equity to which it may be entitled shall not, in any event, be construed as a waiver of the right and privilege to do so at any subsequent time.

MODIFICATIONS

Freeman Spogli reserves the right to change or modify the Terms and Conditions at any time. The Terms and Conditions shall not be modified except in writing, as posted on this Site by Freeman Spogli. Any change or modification made by Freeman Spogli will be effective immediately upon posting on the Site and your continued use of the Site means that you have agreed to accept any changes or modifications made by Freeman Spogli.