Website Terms of Use Agreement

1. Acceptance of Terms and Conditions. This Website Terms of Use Agreement governs your use of the website located at atlasdiligence.com (the “Site”) which is owned and operated by RCP Advisors 2, LLC (the “Company,” “we,” “us” or “our”).  By accessing, browsing or using the Site or any pages of the Site, you are indicating that you have read and acknowledge and agree to be bound by this Website Terms of Use Agreement and any additional terms and conditions applicable to certain areas of the Site and posted in those areas of the Site, which are incorporated herein by reference (collectively, “Terms and Conditions”), and the Company’s Website Privacy Statement.  If you do not agree to every provision of these Terms and Conditions and the Company’s Website Privacy Statement, please do not access, browse or use the Site.

These Terms and Conditions may be revised at any time for any reason, and we may provide you notice of these changes by any reasonable means, including by posting the revised version of the Terms and Conditions on the Site when you visit after the revision is posted.  You can determine when we last updated these Terms and Conditions by referring to the “Last Updated” legend at the bottom of these Terms and Conditions. By accessing, browsing or using the Site following the posting of changes to these Terms and Conditions, you accept such changes.  You agree to use the Site for lawful purposes only in a manner consistent with any and all applicable rules, laws and regulations.  Any use of the Site in a manner inconsistent with these Terms and Conditions is deemed unauthorized access and may subject the user to civil or criminal penalties.  We strongly recommend that you periodically visit this page of the Site to review these Terms and Conditions.

2. Site Content. The Site and all material on the Site or contained therein, all text, graphics, and other works on the Site, the Site’s design and coding, all computer programs used and licensed in connection with the Site, the look and feel of the Site, and all data and reports generated by the Site (collectively, the “Site Content”) are owned by us or a third party ("Third-Party Content Provider").  These materials are protected under copyright, trademark, trade secret, and other laws.  You may not copy, download, transmit, modify, distribute or republish the Site or any portion of the Site, including without limitation any of the Site Content without the prior written consent of Company. You may not sell, publicly display, create derivative works of, reverse engineer, assign, sub-license, transfer or otherwise exploit the Site or any Site Content. As long as you comply with these Terms and Conditions, Company grants you a personal, non-exclusive, non-transferable, non-sublicenseable limited privilege to access and make use of the Site solely for your own internal business purposes. You shall not, and shall not permit anyone else to, directly or indirectly: (i) remove or alter proprietary notices or labels on or in the Site or Site Content; (ii) engage in any activity that interferes with or disrupts the Site or Site Content; (iii) engage in any fraudulent activity or activity that facilitates fraud; or (iv) otherwise act in violation of these Terms and Conditions.  All rights not expressly granted herein are reserved.

3. Company Trademarks. All product and service names appearing in a typeface different from that of the surrounding text or with a trademark notice symbol (i.e., ® or ™) are registered and unregistered trademarks and service marks owned by Company or its subsidiaries or affiliates or a third party. The absence of a name, trademark or logo in this list does not constitute a waiver of any and all intellectual property rights that Company has established in any of its goods, services, names or logos. These trademarks and all other trademarks, service marks, logos, and company names (each a “Mark”) used in connection with the Site are the property of Company or third parties and shall remain the property of Company and such third parties. Nothing contained in the Site shall be construed as granting, by implication or otherwise, any license or right to use any such Mark without the prior written permission of Company or such third party that may own such Mark.  Your misuse of any such Mark, or any other Site Content, is strictly prohibited.

4. Registration. Each registration is for a single user only.  In consideration of your use of the Site, you agree to provide accurate, current and complete information about yourself or your company as requested on the Site registration form and to maintain and promptly update the information (including, in particular, your e-mail address) you provide from time to time as necessary to keep the information true, accurate, current and complete. By accepting these Terms and Conditions, you represent and warrant that you are 18 years of age or older and that, if you have accepted these Terms and Conditions on behalf of any business (such as a corporation, partnership, limited liability company or other organization) or other entity, you represent and warrant that you have legal authority to do so. Any changes to your registration information should be made on the Site.  If you provide information that is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the Site. After you register on the Site, you may receive a password for your use of the Site.  You are responsible for keeping your password confidential. You acknowledge and agree that you may not share your password with any other person, including any other director, officer, or employee of your business (who we may separately register as a user upon request).  You will be responsible for all uses and activity that occurs through your password or account.  You will close the browser window for the Site at the end of each use, and you will immediately notify us of any unauthorized use of your password. We cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 4.

5. Legal Requirements. Where Company has a good faith belief that such action is necessary to comply with a judicial proceeding, court order, warrant, administrative order, civil investigative demand, subpoena, or other valid process, Company may disclose IP addresses, personal information, and any contents of the Site where it is legally compelled to do so.  Please see the Company’s Website Privacy Statement for additional information relating to the privacy and security of information collected hereunder.

6. Your Use of the Site. You are solely responsible and liable for all data, information and other materials (“User Content”) that you submit, upload, post, e-mail or otherwise transmit (“Transmit”) in connection with the Site. In addition, we have no control over, and shall have no liability for, any damages resulting from the use (including without limitation republication) or misuse by any third party of information made public through the Site.  IF YOU CHOOSE TO SUBMIT TO US, OR OTHERWISE MAKE ANY PERSONAL INFORMATION OR OTHER INFORMATION PUBLICLY AVAILABLE, YOU DO SO AT YOUR OWN RISK AND COMPANY SHALL HAVE NO RESPONSIBILITY OR LIABILITY THEREFOR.

You agree that you will not, and will not permit anyone else to, directly or indirectly:  (a) Transmit any User Content that is unlawful, harmful, threatening, abusive, hateful, obscene, harassing, tortious, defamatory, libelous, slanderous, pornographic, profane, vulgar, offensive, lewd, invasive of another’s privacy or racially, ethnically or otherwise objectionable; (b) use the Site to stalk, threaten, or otherwise violate the rights of others, including without limitation others’ privacy rights or rights of publicity, or harvest or collect personal information, including e-mail addresses, about other users of the Site; (c) Transmit any User Content: (i) that you do not have the right to Transmit, under any law or contractual or fiduciary relationships, including, without limitation, any inside information or proprietary or confidential information; (ii) that infringes any patent, copyright, trademark or other intellectual property right or misappropriates any trade secret or right of privacy of any third party; (iii) that constitutes unsolicited or unauthorized advertising or promotional materials, “spam,” “chain letters,” or pyramid schemes; or (iv) that contains any software routine, code, instruction or virus that is designed to disable, delete, modify, damage or erase software, hardware or data; (d) forge headers or otherwise manipulate identifiers in order to disguise any User Content Transmitted through the Site; (e) interfere with the Site or servers or networks used in connection with the Site; (f) interfere with the ability of others to use the Site; (g) copy, download, transmit, modify, reproduce, sell, resell, sub-license, distribute, publish, create derivative works of, reverse engineer, assign, transfer or exploit for any commercial purposes, any portion of the Site, the Site Content or any User Content contained therein; (h) conduct your business using the Site in a way that is unfair, unlawful, or constitutes a deceptive business practice; (i) use any robot, spider, or other automatic device to monitor or copy portions of the Site or the Site Content without Company’s prior written permission; (j) include in any thirty-party website any hypertext link to any page or location within the Site without Company’s prior written permission; (k) mirror or display the Site or any portion thereof in frames without Company’s prior written permission; or (l) impersonate any person or entity, including, but not limited to, other users of the Site, falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that we endorse any statement you make.

You acknowledge and agree that Company may disclose or use any User Content that you Transmit for purposes that include, but are not limited to: (a) enforcing these Terms and Conditions; (b) complying with any laws, regulations or rules of any federal, state or local government or agency; (c) responding to claims that any User Content violates the rights of third parties; or (d) protecting the rights or property of Company, its customers or the public. With respect to User Content that you Transmit to the Site, you grant Company a perpetual, worldwide, royalty-free, nonexclusive license to use, copy, excerpt, reproduce, display, publish, modify, distribute and create derivative works of such User Content in any form or media, and to allow others to do so; however, Company will only share personally identifiable information that you provide in accordance with Company’s Privacy Statement. As between the parties, we own all right, title, and interest in and to all intellectual property rights in all materials, products or services developed by us, or on behalf of us by third parties, based on or including as a component thereof any such information as described above, and all generalized knowledge, skill, know-how and expertise relating to such information.

Company does not and cannot review all User Content posted to the Site, or created by users accessing the Site, and is not in any manner responsible for the content of any User Content. You acknowledge that by providing you with the ability to view and distribute user-generated content on the Site, Company is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any User Content or activities on the Site.  However, Company reserves the right to block, remove, move or edit any of the submissions in its sole discretion.

You acknowledge and agree that User Content does not include material provided to Company by private capital managers or private capital funds in connection with the Company’s evaluation and performance review of the respective private capital managers or private capital funds, and any such material may be used by Company to develop Site Content.

7. Linked Sites. Company has not reviewed all of the websites linked to the Site and is not responsible for the content of any third party pages or any other websites linked to the Site. Nothing in the Site, including, without limitation, any links to other websites, should be construed as an endorsement, authorization, or sponsorship of, or affiliation with any products, services or information of any other persons or companies by Company. Your choice to link to any other website is at your own risk, and you agree to comply with all terms and conditions relating to such websites. Company reserves the right not to link, or to remove the link, to a particular website at any time. Any links to third party websites are provided as a convenience to you and are neither owned nor operated by Company.  Company has no control over these linked websites and makes no representations or warranties, express or implied, with respect to these linked websites. Your viewing and use of any third party websites is at your sole discretion and risk.

8. Special Admonitions for International Use. This Site is hosted in the United States of America and is intended for use by residents of the United States of America only. All matters relating to the Site are governed exclusively by the laws of the State of Illinois in the United States of America and not the jurisdiction in which you are located. If you are located outside of the United States of America and you contact us, please be advised that any information you provide to us will be transferred to the United States of America and that by submitting information, you explicitly authorize such transfer.

9. Indemnification. You agree to defend, hold harmless and indemnify Company, its subsidiaries and affiliates, business partners, contractors, clients and service providers, and their respective officers, employees, agents and representatives from and against any and all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys fees and the cost of enforcing any right to indemnifications hereunder and the cost of pursuing any insurance providers (collectively, "Losses") through final appeals arising out of or resulting from any third party claim, suit, action, or proceeding (each, an "Action") arising out of or resulting from your use of the Site, any User Content that you Transmit to or through the Site, any violation of these Terms and Conditions by you, or any other act or omission by you, including your violation of any rights of another, arising from your use of the Site.

You further agree to defend, hold harmless and indemnify each Third-Party Content Provider (as an intended third-party beneficiary to this Website Terms of Use Agreement) from and against any and all Losses through final appeals arising out of or resulting from any third party Action arising out of or resulting from your use of the Site, any User Content that you Transmit to or through the Site, any violation of these Terms and Conditions by you, or any other act or omission by you, including your violation of any rights of another, arising from your use of the Site.

10. Third-Party Beneficiaries You acknowledge and agree that each Third-Party Content Provider is an intended third-party beneficiary to this Website Terms of Use Agreement and is entitled to all rights and remedies at law or equity arising out of or resulting from a breach of this Website Terms of Use Agreement by you, your subsidiaries and affiliates, business partners, contractors, clients and service providers, and their respective officers, employees, agents and representatives with respect to any Site Content that is the confidential and/or proprietary information of such Third-Party Content Provider.

11. Pricing, Availability and Features. Price, availability and features of the Company products or services featured on the Site are subject to change without notice.

12. Termination. You acknowledge and agree that Company may terminate your access to use of the Site for any reason, including, without limitation, your violation of these Terms and Conditions. You agree that Company may terminate your access to and use of the Site without prior notice and, subject to Section 17 hereof (“Subscription Pages Terms of Use”), without any liability to you or any third party. You acknowledge and agree that Company may modify, limit, suspend or discontinue the Site or any part of the Site at any time, without notice or, subject to Section 18 hereof (“Subscription Pages Terms of Use”), without liability to you. Company may also, from time to time, establish general rules and policies regarding use of the Site.  Company will post such rules and policies on the Site, and you agree that your compliance with such rules and policies shall be a condition of your use or continued use of the Site.  Company shall have no liability or responsibility with respect to any lost Site Content, User Content, or other data, such as the deletion of or failure to store Site Content, User Content, or other data. All provisions of these Terms and Conditions that by their nature should survive termination of your right to access and use the Site shall survive (including, but not limited to, all limitations on liability, releases, indemnification obligations, disclaimers of warranties, and intellectual property protections and licenses). Company reserves the right to, but has no obligation to, store or keep copies of any Site Content, User Content, or other information, unless otherwise required by law or court order.

13. Disclaimers and Limitation of Liability. YOU ACKNOWLEDGE THAT ALTHOUGH COMPANY IS AN INVESTMENT ADVISER REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, THE SITE CONTENT DOES NOT CONSTITUTE INVESTMENT ADVICE AND COMPANY DOES NOT RECOMMEND OR ENDORSE ANY PRIVATE CAPITAL FUND, PRIVATE CAPITAL MANAGER, PRIVATE CAPITAL MARKET, PRIVATE CAPITAL SEGMENT, OR ANY INVESTMENT OPPORTUNITY. PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS. ANY INFORMATION MADE AVAILABLE THROUGH THE SITE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAILORED TO THE INDIVIDUAL NEEDS OR CIRCUMSTANCES OF A SPECIFIC USER OR SUBSCRIBER. YOU ARE NOT AN ADVISORY CLIENT OF COMPANY BY VIRTUE OF USING THE SITE AND, UNLIKE AN ADVISORY CLIENT, COMPANY DOES NOT OWE YOU ANY FIDUCIARY DUTY. YOU EXPRESSLY AGREE THAT YOU WILL NOT TREAT ANY SITE CONTENT AS INVESTMENT ADVICE OR MAKE ANY REPRESENTATION TO ANY THIRD PARTY TO THAT EFFECT.

COMPANY IS PROVIDING THE SITE AND ALL FEATURES OF THE SITE CONTENT ON AN “AS-IS,” “AS-AVAILABLE” BASIS.  YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK. COMPANY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND TO THE EXTENT THAT THEY MAY BE EXCLUDED BY LAW, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT, ABSENCE OF VIRUSES AND DAMAGING OR DISABLING CODE OR NON-INFRINGEMENT AS TO THE OPERATION OF THE SITE. COMPANY DOES NOT WARRANT THAT THE SITE WILL OPERATE IN AN UNINTERRUPTED, SECURE OR ERROR-FREE MANNER. COMPANY ASSUMES NO RESPONSIBILITY FOR AND MAKES NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, COMPLETENESS, RELIABILITY, CURRENTNESS, USEFULNESS, OR DECENCY OF THE SITE. COMPANY MAKES NO WARRANTY REGARDING THE QUALITY, SAFETY, OR LEGALITY OF THE SITE, AND COMPANY DOES NOT WARRANT THAT YOUR USE OF THE SITE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.

YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE.  ANY SITE CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH YOUR USE OF THE SITE IS AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE DONE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITY.

IN NO EVENT SHALL COMPANY, OR ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (“AFFILIATED ENTITIES”) BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR OTHER INTANGIBLES, LOSS OF INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY OR CLAIMS OF THIRD PARTIES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR RESULTING FROM (1) THE USE OF OR INABILITY TO USE THE SITE, ANY SERVICES, OR THE USER CONTENT; (2) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE SITE; (3) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SITE, ANY SERVICES AND/OR USER CONTENT; (4) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (5) ANY OTHER MATTER RELATING TO THE SITE, ANY SERVICES, OR THE USER CONTENT. YOU SPECIFICALLY AGREE THAT COMPANY IS NOT RESPONSIBLE OR LIABLE TO YOU OR ANYONE ELSE FOR UNLAWFUL, HARASSING, DEFAMATORY, ABUSIVE, THREATENING, HARMFUL, VULGAR, OBSCENE, SEXUALLY EXPLICIT, OR OTHERWISE OBJECTIONABLE CONDUCT OR SPEECH OF ANY OTHER PARTY ON OR THROUGH THE SITE, OR FOR ANY INFRINGEMENT OR VIOLATION OF YOUR RIGHTS BY ANY OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, INTELLECTUAL PROPERTY RIGHTS, RIGHTS OF PUBLICITY, OR RIGHTS OF PRIVACY. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE IS TO STOP USING THE SITE. THE MAXIMUM LIABILITY OF COMPANY AND THE AFFILIATED ENTITIES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE WILL BE THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO COMPANY, IN THE LAST TWELVE MONTHS PRIOR TO THE DATE OF THE EVENT OR CIRCUMSTANCE GIVING RISE TO YOUR LOSS OR DAMAGE, TO ACCESS AND USE THE PARTICULAR SUBSCRIPTION SERVICE GIVING RISE TO SUCH LOSS OR DAMAGE. IF YOU LIVE IN A JURISDICTION WHOSE LAWS PREVENT YOU FROM TAKING FULL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE IN ACCORDANCE WITH THESE TERMS AND CONDITIONS, COMPANY’S LIABILITY IS LIMITED TO THE GREATEST EXTENT ALLOWED BY THE LAW OF THAT JURISDICTION.

14. Governing Law and Jurisdiction. Company operates the Site from its offices in Chicago, Illinois, U.S.A. These Terms and Conditions and the transactions they contemplate, including without limitation their interpretation, construction, performance and enforcement shall be governed by the laws of the State of Illinois, U.S.A. without reference to conflict or choice of law provisions, as applicable to contracts made and performed entirely within such State. The International Convention on the Sale of Goods, and other international treaties that are not mandatory with respect to contracts made and performed entirely in Illinois, shall not apply.  The exclusive forum for the resolution of any dispute relating to these Terms and Conditions shall be in the state courts of Illinois, U.S.A., or the United States District Court for the Northern District of Illinois and you agree to personal jurisdiction of such courts over you with regard to any dispute relating to these Terms and Conditions and agree to service of process on you by e-mail to the address you have submitted on the Site, if any, and by any other means permitted by law.

15. Notice. All notices, demands, or consents given by you under these Terms and Conditions will be in writing and will be deemed given when delivered to Company at the following contact:

RCP Advisors
100 N. Riverside Plaza, Suite 2400
Chicago, IL 60606 USA
Attention: Legal Department
nblatherwick@rcpadvisors.com

Any notices to you may be made via either e-mail or postal mail to the address in Company’s records or via posting on the Site.

Please report any violations of these Terms and Conditions to Company at the contact listed above.

16. Miscellaneous. You may not assign, sublicense or otherwise transfer (including by operation of law) any of your rights under these Terms and Conditions without the prior written consent of the Company. If any provision of these Terms and Conditions is found to be invalid by any court having competent jurisdiction, the invalidity of that provision shall not affect the validity of the remaining provisions of this Website Terms of Use Agreement, which shall remain in full force and effect. Headings in these Terms and Conditions are for convenience only and shall have no legal meaning or effect. No action arising under this Website Terms of Use Agreement may be brought at any time more than twelve (12) months after the facts occurred upon which the cause of action arose. These Terms and Conditions, and not the conduct between us or any trade practice, shall control the interpretation of these Terms and Conditions between the parties respecting the Site. Company’s failure to enforce a particular provision of these Terms and Conditions does not mean that Company waives the right to enforce it in the future; Company shall waive such a right only in writing.

These Terms and Conditions may not be assigned by the Company without your prior written consent; provided, however, that such consent shall not be required for any assignment by Company in connection with a merger or other business combination transaction or a sale or transfer by Company of all or substantially all of Company’s business to which the particular Service relates (an “Acquisition”), provided further, that upon an Acquisition, any User Content provided by you in connection with such Service shall be transferable to and usable by the acquiring entity, subject to the acquiring entity’s compliance with these Terms and Conditions.

These Terms and Conditions and all other written agreements duly executed between you and Company in connection with your use of the Site, including the Subscription Agreement, constitute the entire agreement between you and Company with respect to the subject matter hereof and supersede any prior or contemporaneous proposals, discussions, communications, or oral agreements heretofore made. In the event of any conflict between these Terms and Conditions and the provisions of the Subscription Agreement, the provisions of the Subscription Agreement shall control.

17. Procedure for Making Claims of Copyright Infringement. If you believe that your work has been copied in the Site Content or any User Content in a way that constitutes copyright infringement, please provide our copyright agent the written information specified below.

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  • A description of the copyrighted work that you claim has been infringed;
  • A description of where the material that you claim is infringing is located on the Site;
  • Your address, telephone number and email address;
  • A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
  • A statement by you, made under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner, or are authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed.

18. Subscription Pages Terms of Use. Company may, from time to time, offer services through the Site on a subscription basis (the “Subscription Services”) to certain institutional investors and high net worth individuals and family offices (each a “Subscriber”) through certain pages available only to Subscribers of the Site  (the “Subscription Pages”).  By accessing, browsing or using the Subscription Pages, you are indicating that you have read and acknowledge and agree to the above Terms of Use as well as the additional terms and conditions set forth in this Section 18. Subject to the terms, conditions and obligations set forth in Sections 9 and 10 of this Website Terms of Use Agreement, the terms of this Section 18 shall prevail over any differing terms of Sections 1 through 17 of this Website Terms of Use Agreement.

  • License to Use Reports. Subject to the Terms and Conditions, including payment of the applicable fee for the Subscription Services, Company hereby grants to you a perpetual, non-exclusive, non-transferable license (with no right to sublicense) to use the reports and reporting that may be offered by Company from time to time as part of any Subscription Service to which you or your business subscribe, including the data contained therein (collectively, the “Reports”), solely for your own internal business purposes related to the identification, evaluation, and performance review of private capital managers and their respective investment funds (the “Purpose”). All applicable fees for Subscription Services paid by Subscriber to Company are nonrefundable unless Company terminates the Subscription Services without good cause as determined by Company in its sole discretion. In the event Company terminates any Subscription Services without good cause, as determined by Company in its sole discretion, Company will refund to Subscriber a prorated amount of any prepaid fees for the portion of the subscription term for which the particular Subscription Services were not provided.

  • Limitations. All rights not expressly granted to you are reserved by Company and, except as expressly set forth herein, no express or implied license or right of any kind is granted to you, including but not limited to, any right to: (i) market, sell, sublicense, rent, disclose, distribute or transfer the Reports or publish the Reports within the meaning of the United States Copyright Act; (ii) utilize for service bureau purposes, translate, disassemble, decompile, reverse engineer, or obtain possession of any source code or other technical material relating to the Subscriber Site or the Reports; (iii); reverse engineer, create derivative works, alter, maintain, enhance, remove or replace data or otherwise modify the Reports without the prior written consent of Company; (iv) attempt directly or indirectly to re-identify to its source any Report that is not provided in identified form; (v) provide consulting or other services involving use or analysis of the Reports to any third party; or (vi) permit access to the Reports to anyone other than Subscriber’s authorized employees, officers, and directors that access the Reports solely as necessary for the Purpose (each, a “Subscriber Representative”) (provided that each Subscriber Representative has been made aware that the Reports are Confidential Information hereunder and are bound by written contract to treat it as such pursuant to terms no less protective than those contained in these Terms and Conditions). Without limitation, neither you nor any Subscriber Representative will distribute, license, sell, transfer or otherwise provide any Reports directly or indirectly to any third party other than a Subscriber Representative, or use any Report for the benefit of anyone but the Subscriber now or at any time in the future without the express written permission of Company.

  • Confidentiality. Except as otherwise set forth in these Terms and Conditions, each party (as to information received by it, the “Receiving Party”) will hold in confidence all information received from the other party (as to information disclosed by it, the “Disclosing Party”) in connection with the performance of any Subscription Services (collectively, “Confidential Information”), and use such Confidential Information in accordance with these Terms and Conditions. The term Confidential Information shall include all information which has been or will be disclosed by or on behalf of the Disclosing Party to the Receiving Party in any form, including without limitation: (i) all documents, manuals, records, files, memoranda, Reports and other sources of information of whatever kind and all methods, processes, techniques, formulae, algorithms, research, know-how, trade secrets, computer programming techniques and source and object codes, specifications, diagrams, product applications, combinations, modifications and proposals, design features, customer lists, pricing lists and policies and other corporate, business, marketing and technical information, methods and plans; (ii) Disclosing Party’s compilations of publicly available information or items which, when taken as a whole, constitute confidential, secret, or proprietary information; (iii) any information marked as confidential or otherwise represented by Disclosing Party as confidential either before or within a reasonable time after its disclosure; and (iv) data, databases, analyses, compilations, studies and other documents prepared by Receiving Party or its officers, directors, or employees which contain or otherwise reflect Confidential Information or Receiving Party’s review thereof or interest therein.

    Confidential Information does not include (i) information which is or becomes generally available to the public other than as a result of a disclosure by Receiving Party; (ii) information which becomes available to Receiving Party on a non-confidential basis from a source which is not prohibited from disclosing such information to Receiving Party by a legal, contractual or fiduciary obligation to Disclosing Party; (iii) information which Receiving Party develops independently of any disclosure by Disclosing Party; (iv) information which was in Receiving Party’s possession or known to Receiving Party prior to its receipt of such information from Disclosing Party; or (v) information which Disclosing Party posts, emails, submits, or otherwise transmits to a public message board, chat area, forum for user reviews or other public area of the Site or Subscription Pages. Confidential Information provided to Company by private capital managers or their private capital funds in connection with the Company’s evaluation and performance review of the respective private capital managers or private capital funds, and any such material may be used by Company to develop Site Content and may be disclosed to Subscribers pursuant to the Terms and Conditions in this Section 18.

    Receiving Party will receive, maintain, and hold Confidential Information in strict confidence and will use at least the same level of care in safeguarding Confidential Information that it uses with its own confidential material of a similar nature but in no event less than reasonable care under the circumstances. This Section 18 shall be binding upon and for the benefit of the undersigned parties, their successors and assigns, provided that this Section 18 may not be assigned by either party without the prior written consent of the Disclosing Party; provided further, however, that such consent shall not be required for any assignment by Company in connection with an Acquisition pursuant to Section 16 of these Terms and Conditions.

    Receiving Party agrees that its obligations hereunder are necessary and reasonable in order to protect the Disclosing Party and the Disclosing Party’s business, and expressly agrees that monetary damages may be inadequate to compensate the Disclosing Party for any breach of any covenant or agreement set forth in this Section 18.  Accordingly, the Receiving Party agrees and acknowledges that any such violation or threatened violation may cause irreparable injury to the Disclosing Party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the Disclosing Party may seek injunctive relief against the threatened breach of these Terms and Conditions or the continuation of any such breach, without the necessity of proving actual damages.

Last updated: 7/28/2015

Website Privacy Statement

  1. SCOPE OF THIS PRIVACY STATEMENT

    This Privacy Statement describes the types of personal information RCP Advisors 2, LLC (“Company,” “us,” “we” or “our”) collects through www.atlasdiligence.com (the “Site”), and how we collect, use, and share that information. This Privacy Statement does not govern our collection of personal information through any website or other means, other than through the Site.

    By using the Site, you explicitly accept, without limitation or qualification, our practices surrounding the collection, use, and sharing of personal information provided by you in the manner described in this Privacy Statement.  If you do not agree with the terms of this Privacy Statement, please do not access, browse, or use the Site.

  2. PERSONAL INFORMATION WE COLLECT

    1. Information You Give Us. You do not have to give us any personal information to browse this Site. However, you may be asked to provide personal information to submit or request information from us, or to use the services offered through this Site. This information may include information such as your name, e-mail address, postal address, telephone number, company affiliation, areas of interest in various geographic markets and private capital segments, and any other information you voluntarily provide. Once you provide us with personal information about you, you are no longer anonymous to us.

    2. Automated Information Collection. We may collect certain information about your use of the Site through the use of tracking technologies or by other passive means. We may use Google Analytics or other methods and/or services to help us collect and analyze this information. This “passively collected” information includes, but is not limited to, the domain name of the website that allowed you to navigate to the Site, search engines used, the internet protocol (IP) address used, the length of time spent on the Site, the pages you looked at on the Site, other websites you visited before and after visiting the Site, the type of internet browser you have, the frequency of your visits to the Site, and other relevant statistics, including the following:

      Log Information. When you access the Site, our servers automatically record information that your browser sends whenever you visit a website.  These server logs may include information such as your web request, IP address, browser type, browser language, the date and time of your request, and one or more cookies (small text files containing a string of characters) that may uniquely identify your browser.

      Links.  The Site may include links in a format that enables us to keep track of whether these links have been followed by IP addresses. We use this information to improve the quality of our products and design. The Company has no control over these sites or how they may make use of any information you provide or that they gather about you. We encourage you to read their individual privacy policies before providing any of your personal information to them.

      Cookies.  When you visit or access the Site, we send one or more cookies (small text files containing a string of characters) to your computer that uniquely identifies your browser. We use cookies to improve the quality of the Site by storing user preferences and tracking user trends. Most web browsers accept cookies automatically, but can be configured not to do so or to notify the user when a cookie is being sent.  If you wish to disable cookies, refer to your browser help menu to learn how to disable cookies. Please note that if you disable cookies, you may not be able to use some customized features available through the Site.

      Web Beacons.  Web beacons (also known as “pixel tags” or “clear GIFs”) are 1x1 single-pixel graphics that allow us to count the number of users who have visited or accessed the Site and to recognize users by accessing our cookies.  We may employ web beacons to facilitate Site administration and navigation, to track the actions of users of the Site, to compile aggregate statistics about Site usage and response rates, and to provide an enhanced online experience for visitors to the Site.  We may also include web beacons in HTML-formatted e-mail messages that we send to determine which e-mail messages were opened.

  3. HOW WE USE PERSONAL INFORMATION

    Personal information collected through the Site may be used by Company and its affiliates for purposes of:

    Responding to your questions;

    Providing the services you select through the Site;

    Contacting you, whether by email, postal mail, or telephone with information about this Site or our services;

    For such purposes as you may authorize at the time you submit the information;

    Auditing, research, and analysis to maintain, protect, and improve this Site and our services;

    Creating a profile based on the information you have provided;

    Ensuring the technical functions of our network;

    Improving and customizing the content and layout of the Site;

    Developing new products and services; or

    Compiling personal information and other information collected through the Site on an aggregate basis.

  4. PERSONAL INFORMATION WE SHARE

    We do not sell, rent, trade, or otherwise share personal information collected through the Site, except as described below:

    Subsidiaries and Affiliates. We may share personal information with our subsidiaries and affiliates for the purposes for which you provided the information or as reasonably necessary for our internal administrative and business purposes.

    Service Providers. We work with third parties that provide services on our behalf. Such services may include website hosting and website usage analytics. We may share personal information and non-personal information with these third parties for the purpose of enabling them to provide these services.

    Google Analytics.  We may use Google Analytics to gather statistics on portions of the Site.  We may use the information gathered to improve web services.  According to Google, Google Analytics employs cookies to define user sessions, which allows for the collection of important data about how users use the Site.  Google Analytics uses only first-party cookies for data analysis. This means that the cookies are linked to the Site’s website domain(s), and Google Analytics will only use that cookie data for statistical analysis related to your browsing behavior through the Site. According to Google, the data collected cannot be altered or retrieved by services from other domains. If you choose, you can opt out by turning off cookies in the preferences settings in your browser. For more information on Google Analytics, please visit Google’s web site.

    Consent.  We may share personal information in accordance with any consent you provide.

    Public Information. Subject to Section 6 of the Website Terms of Use Agreement, any information which you upload, post, e-mail, submit or otherwise transmit to, through, or in connection with the Site to a public message board, chat area, forum for user reviews, or other public area of the Site, if available, becomes public information.  You are solely responsible for any such information you choose to post on or through the Site, and you may always choose not to divulge any personal information to the public when posting to a message board, chat area or other public area of the Site. All information that is posted to a message board, chat area, forum for user reviews, or other public area of the Site may be shared by us with others.

    Required by Law.  We may disclose personal information or any information collected through this Site if we are required to do so by law or pursuant to legal process, in response to a request from government officials or law enforcement authorities, or as necessary or appropriate in connection with an investigation of illegal activity.

    Certain Transactions.  We may disclose or transfer personal information or any information collected through this Site to third parties who acquire all or a portion of Company’s business in connection with a merger or other business combination transaction or a sale or transfer by Company of all or substantially all of Company’s business to which the particular Subscription Service (as defined in Section 17 of the Website Terms of Use Agreement) relates (an “Acquisition”), provided further that, upon an Acquisition, any User Content  provided by you in connection with such Subscription Service shall be transferable to and usable by the acquiring entity, subject to the acquiring entity’s compliance with the Terms and Conditions located above.

  5. AGGREGATE INFORMATION

    We may compile personal information and other information collected through the Site on an aggregate basis. This information may include, without limitation, the number of users who have registered for the Site, demographic information about users of the Site, and individual purchase preferences. Such aggregate information does not identify you individually. We may use aggregate information and share aggregate information with third parties for any of the purposes specified in this Privacy Statement, and for any other lawful purpose.

  6. YOUR CHOICES

    1. Information You Provide. You can always choose whether or not to provide information on the Site. However, if you choose not to disclose certain information, you may not be able to register as a user of the Site, which may limit your access to certain portions of the Site.

    2. Communications From Us. If at any time you decide that you no longer wish to receive notices from us regarding the Site, you may indicate this preference by contacting us at mfeinglass@rcpadvisors.com provided, however, that customers of Company’s Subscription Services, as defined by the Website Terms of Use Agreement may not opt-out of notices relating to the Subscription Services during the term of the Subscription Services.

  7. INFORMATION STORAGE AND SECURITY

    We employ reasonable security precautions to protect personal information about you.  The Site is operated from a secure environment with integrated security measures to help protect against the loss, misuse, and alteration of personal information provided on or through the Site. However, no method of transmitting or storing data is completely secure.  As a result, although we strive to protect personal information about you, we cannot guarantee the security of any information you transmit to us through or in connection with the Site. If you have reason to believe that personal information is no longer secure, please notify us immediately by contacting us in accordance with the last section below.

  8. A SPECIAL NOTE ABOUT CHILDREN

    Children are not eligible to use the Site, and we ask that minors (children under the age of 13) not submit any personal information to us.

  9. EXTERNAL LINKS

    The Site may contain links to various websites that the Company does not control.  When you click on one of these links, you will no longer be transacting business through the Site. Third party websites maintain their own privacy policies, and we do not exercise any control over any of the third party websites that may be linked to the Site. If you visit a website that is linked to the Site, you should consult that website’s privacy policy before providing any personal information. Please be aware that we are not responsible for the privacy practices of such other websites, and we are not liable for their misuse of personal information about you.

  10. SPECIAL ADMONITIONS FOR INTERNATIONAL USE

    The Site is hosted in the United States of America and is intended for use by residents of the United States of America only. All matters relating to the Site are governed exclusively by the laws of the State of Illinois in the United States of America and not the jurisdiction in which you are located. If you are located outside of the United States of America and you contact us, please be advised that any information you provide to us will be transferred to the United States of America and that by submitting information, you explicitly authorize such transfer.

  11. UPDATES TO THIS PRIVACY STATEMENT

    We may change or update the Site or any of our policies and procedures without prior notice. We will post a notice on this Site to advise you of any significant changes to this Privacy Statement and indicate via the “Last Updated” legend at the bottom of this Privacy Statement when it was most recently updated. Your continued use of the Site signifies your continued assent to the terms of this Privacy Statement, as updated or amended at that time.

  12. QUESTIONS REGARDING THIS PRIVACY STATEMENT

    If you have any questions or comments regarding this Privacy Statement, please send us an email at mfeinglass@rcpadvisors.com.

 Last Updated: 3/24/2015

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