Your use of the websites and mobile sites on which this User Agreement resides (collectively, the “Site”) is subject to these Terms & Conditions (the “Agreement”), which we may update from time to time. Please read this agreement carefully before using the Site.
The Site is owned by Route 2 Capital Management, LLC (“we,” “us,” or “R2CP”) and is intended for and applicable only for residents of the United States, age 18 or older. If you are from another jurisdiction or under 18 years of age, you may not use the Site.
By accessing the Site in any way (such as browsing or using the Site and/or information contained on the Site and/or submitting information through the Site), you agree to comply with this and are bound by this Agreement, including but not limited to the following terms: (1) conducting this transaction electronically, (2) disclaimer of warranties, (3) damage and remedy exclusions and limitations, (4) binding arbitration, and (5) choice of South Carolina law. This Agreement constitutes a binding agreement between you and R2CP, and is accepted by you upon your use of the Site or your account. This Agreement constitutes the entire agreement between you and R2CP regarding your use of the Site. By using the Site you represent that you are capable of entering into a binding agreement, and that you agree to be bound by this Agreement.
(I) Binding Arbitration, Jury Waiver, Class Waiver
The arbitrator(s) shall be selected pursuant to the JAMS Rules and Procedures.
The arbitrator(s) shall apply South Carolina law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law.
If you initiate arbitration against R2CP, you will not be responsible for professional fees for the arbitrator(s)’s services or any other JAMS fees. If R2CP initiates arbitration against you, R2CP will pay for the arbitrator(s)’s services and any other JAMS fees associated with the arbitration.
If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal (other than that claims will not be arbitrated on a class or representative basis), or otherwise conflicts with the rules and procedures established by JAMS, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, the portion that is deemed invalid, unenforceable or illegal is that claims will not be arbitrated on a class or representative basis, then the entirety of this arbitration provision shall be null and void, and neither claimant nor R2CP shall be entitled to arbitrate their dispute.
In addition to the foregoing, and notwithstanding the rules of JAMS, certain procedures will apply depending on the amount in controversy. For controversies and claims in which the amount in controversy is less than $1,000,000.00 (one million dollars), the following procedures will apply:
- There will be one (1) arbitrator selected from the panel provided by JAMS, using the JAMS rules for arbitrator selection.
- The arbitration will occur within 90 days from the date on which the arbitrator is appointed and will last no more than five (5) business days.
- The arbitrator shall institute discovery consistent with the goals of arbitration. Discovery and disclosure of information will be conducted under the rules provided by JAMS to achieve the usual goals of arbitration, including cost effective and efficient resolution of disputes between you and R2CP, but in no event shall you or R2CP be entitled to discovery rights greater than provided by the Federal Rules of Civil Procedure.
For controversies and claims in which the amount in controversy is equal to or exceeds $1,000,000.00, the following procedures will apply:
- There will be three (3) arbitrators selected by the panel provided by JAMS, using the JAMS rules for arbitrator selection.
- You and R2CP will be entitled to all discovery rights permitted by the Federal Rules of Civil Procedure.
- You and R2CP will be entitled to appeal any arbitration award to an Appeal Panel under JAMS Optional Arbitration Appeal Procedures. You and R2CP agree to and request oral argument for any appeal filed under the Optional Arbitration Appeal Procedures.
THE ARBITRATOR(S) HAVE NO AUTHORITY TO AWARD PUNITIVE DAMAGES. NEITHER YOU NOR R2CP AGREES TO ANY ARBITRATION ON A CLASS BASIS, AND THE ARBITRATOR(S) SHALL HAVE NO AUTHORITY TO PROCEED ON SUCH A BASIS. YOU AND R2CP MAY ASSERT A CLAIM OR COUNTERCLAIM ONLY IN SUCH PARTY’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS PROCEEDING. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE JAMS RULES, THE ARBITRATOR(S) MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF CLASS PROCEEDING. UNDER THE ARBITRATION PROCEDURES OUTLINED IN THIS SECTION, ARBITRATOR(S) SHALL NOT COMBINE OR CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES TO AN ARBITRATION PROCEEDING.
BY AGREEING TO THE ARBITRATION OF DISPUTES AS SET FORTH HEREIN, YOU AGREE THAT YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL AND LIMITING YOUR RIGHT TO APPEAL AND YOU UNDERSTAND THAT YOU ARE WAIVING YOUR RIGHTS TO OTHER AVAILABLE RESOLUTION PROCESSES, SUCH AS A COURT ACTION. DO NOT USE THE SITE IF YOU DO NOT AGREE TO THE FOREGOING BINDING ARBITRATION PROVISIONS.
(II) No General Solicitation or General Advertising of Security Interests
The material contained in this Site is intended only for financially sophisticated investors and is for their private use. The material contained in this Site does not constitute any offer or sale or any form of general solicitation or general advertising of interests in any investment vehicle. Such investment vehicles rely on private placement exemptions to registration under the Securities Act of 1933 (and the securities laws of any states) and have not been registered as investment companies under the Investment Company Act of 1940.
(III) Informational Purposes Only
Nothing on this Site is an offer or solicitation to buy or sell any security, and R2CP is not soliciting any action based on the Site. Nothing on this Site is a recommendation that you purchase, sell or hold any security, or that you pursue any investment style or strategy. 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. The past performance of any investment, investment strategy or investment style is not indicative of future performance.
(IV) Ownership and Proprietary Rights to Content
This Site is owned and operated by R2CP. Any claims or concerns regarding this Site should be addressed to:
Route 2 Capital Partners, SBIC, L.P. 110 E. Court Street, Suite 501 Greenville, SC 29601
You acknowledge and agree that this site contains content that is provided by R2CP or its licensors, including but not limited to information, materials, data, software, photographs, graphics, text, images, screen shots, logos, icons, typefaces, text, digitally downloadable files, audio and video material, product and program names, copyrights, trademarks, slogans, and compilations of the foregoing (collectively, “Content”), and that the Content is the property of R2CP and its licensors and is protected in the U.S. and internationally under trademark, copyright, and other intellectual property laws.
R2CP and its logo are trademarks of R2CP. They may not be used or displayed without our prior written consent. All other trademarks, product names and company names and logos appearing on the Site are the property of their respective owners, and may be used only with the permission of the particular owner.
(VI) Your Account
Access to certain areas of the Site is reserved for investors in R2CP investment vehicles who have registered to create an account. If you have created an account, use of that password-protected portion of the Site is governed by the confidentiality provisions in the particular investment vehicle’s offering documents in which you are an investor.
You understand that you have no ownership rights in your account or other access to the Site or features therein.
To the extent you create an account or otherwise provide information, you agree that you will (1) provide accurate and complete information; (2) not impersonate a third party; (3) only submit information about yourself; and (4) otherwise comply with this Agreement.
It is your responsibility to maintain the currency, completeness, and accuracy of the information you provide, and any loss caused by your failure to do so is your responsibility.
You are solely responsible for the activity that occurs on your account. You agree to keep your user account, username, and password secure, and you agree not to authorize any other person or entity to use your account or access restricted or protected content or features available at the Site. You further agree not to email, post, or otherwise disseminate any username, password, or other information which provides you with access to the Site. You agree to notify us immediately of any breach of security or unauthorized use of your account.
You understand and agree that we are not responsible or liable for any loss or theft that you may incur as a result of someone else using your password or account, either with or without your knowledge, nor shall we be responsible or liable for any losses arising out of the loss or theft of user information transmitted from or stored on a computer or device or from unauthorized or fraudulent transactions associated with the Site.
Creating an account or opting in to receive notifications does not guarantee the receipt of any such messages.
(VII) Your Use of the Site
You agree not to download, display or use any Content:
- For any commercial purpose,
- In connection with products or services that are not those of R2CP,
- In any manner that is likely to cause confusion among consumers,
- In any manner that may disparage or discredit R2CP and/or its licensors,
- In any manner that dilutes the strength of R2CP’s or its licensor’s property,
- In any manner that infringes R2CP’s or its licensors’ intellectual property rights.
You further agree to in no other way misuse any Content.
You also agree not to do any of the following:
- use any feature of the Site for any purpose that is unlawful, tortious, abusive, intrusive on another’s privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening, or hateful;
- collect or store personal data about other individuals;
- use the Site for any commercial purpose not expressly approved by R2CP in writing; and
- impersonate any individual or entity or misrepresent an affiliation with individual or entity.
- create or distribute information, including but not limited to advertisements, press releases or other marketing materials, or include links to any sites which contain or suggest an endorsement by R2CP without the prior review and written approval of R2CP.
(VIII) Personal Information
The information that we provide is for your information only. Some information provided may not be current, or may have changed since the last time you viewed or downloaded it. All information is subject to change without notice. We do not in any way represent or warrant the accuracy or reliability of any of the information provided, and all information is provided subject to the disclaimers and limitations of liability set forth below.
We make no representations or warranties about the Site (or any Site feature) or the Content, and we disclaim all liability in the event of any service failure. You acknowledge that any reliance on any of the foregoing will be at your own risk. We make no representations or warranties regarding the amount of time that any Content or your account information will be preserved.
We do not warrant or represent that (i) the Site will meet your requirements, (ii) the Site will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the Site will be accurate or reliable, (iv) the quality of any services, or information, or other material obtained by you through the Site will meet your expectations, (v) the server that makes the site available is free of viruses or other harmful components; or (vi) any errors in the software will be corrected.
(Any material downloaded or otherwise obtained through the use of the Site is done at your own discretion and risk and that you will be solely responsible for any loss or damage incurred, including, without limitation, damage to your computer system or loss of data that results from the download of any such material. You (and not us or any of our affiliated entities or any of our or their respective licensors or suppliers) assume the entire cost of all necessary servicing, repair or correction to restore your system.
No advice or information, whether oral or written, obtained by you from us or through or from the Site shall create any warranty not expressly stated in this Agreement.
THE SITE IS PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS. NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, ARE MADE WITH RESPECT TO THE SITE OR ANY INFORMATION OR SOFTWARE THEREIN.
Applicable law may not allow the exclusion of implied warranties, so the above exclusion may not apply to you.
(X) Limitation of Liability
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL WE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, USE, DATA, OR OTHER INTANGIBLE DAMAGES (COLLECTIVELY, “DAMAGES”) THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SITE, NOR SHALL WE BE RESPONSIBLE FOR ANY DAMAGES WHATSOEVER THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE WHETHER OR NOT CAUSED BY EVENTS BEYOND OUR REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THE SITE’S RECORDS, PROGRAMS, OR SERVICES. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO A NEGLIGENT ACT, WILL WE BE LIABLE FOR ANY DAMAGE OF ANY KIND THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES; AS A RESULT, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND THE FOREGOING PARAGRAPH SHALL NOT APPLY TO A RESIDENT OF NEW JERSEY TO THE EXTENT DAMAGES TO SUCH NEW JERSEY RESIDENT ARE THE RESULT OF R2CP’S NEGLIGENT, FRAUDULENT OR RECKLESS ACT(S) OR INTENTIONAL MISCONDUCT.
If you are dissatisfied with any portion of the service, or with any of portion of this Agreement, your sole and exclusive remedy is to discontinue using this site.
(XI) Applicable Law
This Agreement will be governed by and construed in accordance with the internal laws of the State of South Carolina, without regard to any principles of conflicts of law. You agree that any action at law or in equity that arises out of or relates to these Terms and Conditions of Use will be filed only in the state courts located in Greenville, South Carolina or federal courts located in the District of South Carolina, and you hereby consent and submit to the personal jurisdiction and venue of such courts for the purposes of litigating any such action. You agree that, to the extent permitted by applicable law, any and all disputes, claims, and causes of action arising out of or connected with thE Site and/or THIS AGREEMENT, will be resolved individually, without resort to any form of class action. This Agreement operates to the fullest extent permissible by law.
We make no representation that materials on this Site are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with local laws.
(XII) Modification of This Agreement
R2CP may modify or update the Site and this Agreement in its sole discretion at any time. Notice of all changes to this Agreement will be posted on this site. If you do not agree with the changes in the Agreement, your sole remedy is to discontinue the use of the Site. By using this Site after we post any changes to the Agreement, you thereby agree to accept those changes. Such updates will not apply retroactively. You agree to review this Agreement periodically to ensure that you are familiar with the most recent version.
We may terminate your access, or suspend any user’s access to all or part of this Site, without notice, for any conduct that we, in our sole discretion, believe is in violation of any applicable law or is harmful to the interests of another user, a third-party provider, a service provider, or us.
We may, in our sole discretion and at any time and for any reason (including but not limited to your violation of this Agreement or the law), discontinue the Site or any part of the Site, cancel your account, terminate your access to the Site, and delete all data or other information associated with your account (such as any materials you may submit to us), or we may prevent your use of the Site, in any case with or without notice to you.
We assume no liability for any information removed from the Site and we reserve the right to permanently restrict access to the Site or an account. You agree that you do not have any rights in the Site and that we have no liability to you if the Site is discontinued or if you are no longer able to access the Site or any information that was previously made available to you on the Site.
You understand that certain features that may be available on the Site may be subject to additional specific terms and conditions. In the event of any conflict between this Agreement and any such specific terms and conditions, the specific terms and conditions will control.
If we fail to act with respect to your breach or anyone else’s breach on any occasion, we are not waiving our right to act with respect to future or similar breaches.
If any provision of this Agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
Both you and R2CP acknowledge and agree that no partnership is formed and neither you nor R2CP has the power or the authority to obligate or bind the other.
The failure of R2CP to comply with this Agreement because of an element of nature or act of God, act of war, war, fire, flood, earthquake, riot, terrorism, civil disorder, rebellion, revolution, widespread computer virus or worm, actions of federal, state or local governmental authorities or for any other reason beyond the reasonable control of R2CP, shall not be deemed a breach of this Agreement.
About Route 2 Capital Partners
R2CP is a private investment firm providing flexible junior capital solutions to lower middle market companies, primarily in the southern U.S. The firm’s partners possess over 100 years of combined investment, transactional, and operational experience. R2CP seeks to invest in established companies with minimum annual revenues and EBITDA of $10 million and $2 million, respectively, that generate predictable and profitable cash flows. R2CP’s investment proceeds will be used to execute growth and expansion plans, support business recapitalizations, and facilitate management buyouts. R2CP reviews opportunities in niche manufacturing, business and healthcare services, and specialty distribution. For more information, visit www.route2capital.com.