Terms of Use

MSD Partners, L.P. (“MSD Partners” or “MSD”) welcomes you to our website ("the Site") and appreciates your interest in us. These legal notices and terms and conditions of use are a contract between you and MSD Partners (the “Agreement”) and govern your visit to and use of the Site. MSD Partners is the operator and host of this Site and the environment and services accessible through the site.  You should read this Agreement carefully before accessing the site.

The Site contains general information about MSD Partners and is not an offer of securities or any form of solicitation. Your use of, and access to, the Site is subject to the terms and conditions of this Agreement. This Agreement does not amend or supersede any previous written agreements you may have, or are a party to, with MSD Partners or any MSD Partners fund or account (“Other Agreement”). In the event of any inconsistency between this Agreement and any Other Agreement, the Other Agreement will govern. Some aspects of the Site contain supplemental terms and conditions and additional disclosures and disclaimers, which are hereby incorporated in this Agreement. In the event of a conflict, the supplemental terms and conditions and additional disclosures and disclaimers will govern for those aspects.

By accessing, browsing and/or using the Site, you acknowledge that you have read and understand, and agree to, this Agreement and all disclaimers and terms and conditions that appear on the Site now. This Agreement may be updated by us at any time. Your continued use of the Site after any such modifications constitutes your acceptance of the modified terms and conditions. If you do not accept this Agreement, you do not have permission to access, browse or use the Site and your sole and exclusive remedy is to discontinue using the Site. As such, we strongly recommend that you periodically visit this page of the Site to review this Agreement. The date of the last revision or update appears at the top of the Agreement under the title.

Limited License; Intellectual Property Rights
Subject to the terms on this Site, you are authorized to use the Site solely for informational purposes. You are not permitted to generate revenue using the Site or to distribute or redistribute any portion of the Site. The Site may contain material that is protected by international copyright, trademark, or other intellectual property rights belonging to us or third parties (including, but not limited to, the design, text, code, graphics and interfaces contained on the Site, and the selection and arrangements thereof).

You are prohibited from modifying, copying, reproducing, republishing, transmitting, posting, uploading or distributing any material appearing on the Site. Unauthorized use of the materials appearing on the Site is in violation of copyright, trademark and other applicable laws and could lead to criminal or civil penalties. Without our express written consent, you may not frame the content of the Site or use metatags or any other "hidden text" incorporating our name or our trademarks.

Disclaimer
MSD PROVIDES THE SITE ON AN "AS-IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MSD DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND WARRANTIES RELATED TO THE OPERATION OF THE SITE, THE INFORMATION, CONTENT, MATERIALS, SERVICES AND COMPANIES DESCRIBED THEREIN, AND ANY INFORMATION OR APPLICATIONS SUBMITTED THROUGH THE SITE.

Limitation of Liability
MSD SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTION OR LOSS OF INFORMATION OR DATA, ARISING OUT OF OR RELATING TO THE USE OF, OR THE INABILITY TO USE, THE CONTENT, MATERIALS AND FUNCTIONS OF THE SITE, ANY WEBSITE, E-MAIL ADDRESS, CONTENT OR SERVICES TO WHICH THE SITE LINKS, OR ANY INFORMATION OR REQUEST DISTRIBUTED TO US BASED ON INFORMATION PROVIDED ON THE SITE, EVEN IN THE EVENT THAT MSD IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Links
The Site may contain links to websites, content or services owned and operated by third parties, including the websites of MSD's portfolio companies. MSD provides these links solely as a convenience. None of these Terms of Use, the Privacy Policy or the Submissions Policy covers any third-party websites, content or services. MSD does not endorse, sponsor, control or otherwise accept responsibility for any such linked websites, content or services. Your access of any third-party linked websites, content or services is at your own risk.

You may link to the home page of the Site as long as the link does not cast MSD in a false or misleading light or suggest or imply that you own or are the author of content on the Site or that you have any kind of relationship with MSD.

Compliance with Laws
You agree to comply with all applicable laws, statutes, ordinances and regulations regarding your use of the Site.

Submissions
For information regarding submissions to MSD, please visit our Submissions Policy.

Governing Law; Disputes
The Site uses per-session "cookies" (pieces of data your browser stores in your computer's memory at MSD's request) to establish user sessions on our server. We may use cookies to carry information about your usage of the Site as you browse on the Site and to help us recognize you as a previous visitor. We do not use cookies to retrieve personal information about you from your computer.

You agree that any action at law or in equity arising out of or relating to these Terms and Policies or the Site shall be filed exclusively in, and shall be resolved by, the state or federal courts of New York County, New York, New York, United States of America, and you hereby consent and submit to the exclusive jurisdiction and venue of such courts.

Security
You agree not to take any steps that are intended to or could damage, inhibit or prevent operation of the Site or that could cause injury to yourself, to us, or to anyone else. You also agree not to take any action that imposes an unreasonable or disproportionately large load on our infrastructure. In addition, you agree that you will not use any robot, spider or other automatic device or manual process to monitor or copy the Site or the content contained therein without our prior express consent (except to facilitate the creation of public search engines that catalog publicly accessible portions of the Site). You agree not to send messages through, or collect information from, our servers or networks except when we expressly authorize you to do so.

Termination
MSD reserves the right to terminate these Terms and Policies or suspend your access to all or part of the Site, without notice, for any conduct that MSD, in its sole discretion, believes is disruptive or is in violation of any applicable law or these Terms and Policies.

Indemnification
You agree to defend, indemnify, and hold us and our affiliates, and our and their officers, directors, employees, and agents (the "Indemnified Parties") harmless from and against any and all claims, damages, losses, liabilities, costs of debt, and expenses (including but not limited to attorney's fees and costs) arising from or in connection with: (i) your use of and access to the Site, (ii) your violation or alleged violation of any term of these Terms and Policies or (iii) your violation or alleged violation of any third-party right, including without limitation any copyright, property, or privacy right, or claims for negligence or gross negligence. You further agree to provide all requested assistance to the Indemnified Parties in defending or prosecuting any legal action covered under your indemnification obligations herein. Your obligations pursuant to this paragraph shall survive any termination of these Terms and Policies.

Miscellaneous
These Terms and Policies constitute the entire agreement between you and us with respect to your use of the Site and completely replaces any prior agreements between you and us in relation to the Site. Should any provision of these Terms and Policies be ruled unlawful, void or unenforceable, that provision will be severed from these Terms and Policies, and the other provisions of these Terms and Policies shall remain effective and enforceable. Our failure to enforce any provision of these Terms and Policies or respond to your breach of your obligations under these Terms and Policies shall in no way waive our right to subsequently enforce any terms or conditions of these Terms and Policies or respond to any breaches.