Terms of Use

Last Modified: December, 2022

Acceptance of the Terms of Use

These terms of use are entered into by and between You and Highland Rim Capital, L.P. (“Company,” “we,” or “us”). The following terms and conditions (the “Terms of Use”), govern your access to and use of highlandrimcap.com, including any content, functionality, and services offered on or through highlandrimcap.com (the “Website”), whether as a guest or a registered user.

Please read the Terms of Use carefully before you start to use the Website. We suggest that you review these Terms periodically for changes By using the Website, you accept and agree to be bound and abide by these Terms of Use. If you do not want to agree to these Terms of Use, you must not access or use the Website.

This Website is offered and available to users who are 18 years of age or older. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company. If you do not meet all of these requirements, you must not access or use the Website.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. However, any changes to the dispute resolution provisions set out in “Class Action and Arbitration” below will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Website.

Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Accessing the Website and Account Security

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

You are responsible for both:

• Making all arrangements necessary for you to have access to the Website.
• Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete.

Intellectual Property Rights

The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Website for your personal, transitory, non-commercial use only. This is the grant of a license, not a transfer of title, and under this license you must not reproduce, distribute, modify, create derivative works of, publicly display (for commercial or non-commercial purposes), republish, download, store, or transmit any of the material on our Website, or attempt to decompile, reverse engineer, disassemble or otherwise attempt to extract or discover the source code of the Website or any part thereof, except as follows:

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your Web browser for display enhancement purposes.
• You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.

You must not:

• Modify copies of any materials from the Website.
• Transfer the materials to another person or “mirror” the materials on any other server.
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.

If you wish to make any use of material on the Website other than that set out in this section, please address your request to: [email protected].

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Trademarks

The Company name, the terms “Highland Rim Capital,” “HRCP” and “Highland Rim Capital Partners,” the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree to comply with all applicable laws, statutes and regulations in connection with accessing and using this site. The Company has the right, but not the obligation, to monitor any activity associated with the website. The Company may investigate any complaint or reported violation of these Terms of Use 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 website. You agree not to use the Website:

• In any way that violates any applicable U.S. federal, state or local, non-U.S., or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the U.S. or other countries).
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.

Additionally, you agree not to:

• Use the Website in any manner that could damage, disable, overburden, or impair the Website or interfere with proper functioning of the Website, including making automated use of the Website or taking any action that we deem to impose or potentially impose an unreasonable or disproportionately large load on the Company’s servers or network infrastructure.
• Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
• Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Website.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Website.

The Company does not grant, by implication, estoppel or otherwise, any license or right to use material on this site other than as set forth above, and you shall not make any other use of such material without the Company’s written permission. Any person using this website is not permitted to decompose, decompile, reverse engineer, disassemble or otherwise deconstruct all or any portion of this website. You may not publish, broadcast, retransmit, reproduce, repackage, commercially exploit, create any derivative of or otherwise redistribute all or any portion of this website except as explicitly permitted by these Terms of Use.

You agree to access this website and use the information contained therein solely for your own noncommercial use and benefit, and not for resale or other transfer or disposition to, or use by or for the benefit of, any other person or entity. You agree not to use, transfer, distribute or dispose of any information contained in the website in any manner that could compete with the business of the Company or its portfolio companies.

Reliance on Information Posted

This Website may include forward-looking statements. All statements other than statements of historical fact are forward-looking statements (including words such as “believe,” “estimate,” “anticipate,” “may,” “will,” “should,” and “expect”). Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, the Company can give no assurance that such expectations will prove to be correct. Various factors could cause actual results or performance to differ materially from those discussed in such forward-looking statements.

Past performance is not indicative of any specific investment or future results. Views regarding the economy, securities markets or other specialized areas, like all predictors of future events, cannot be guaranteed to be accurate and may result in economic loss to an investor. Investors or prospective investors in any of the Company’s funds should not assume that their performance will equal or exceed historical market results and/or averages.

The information presented on or through the Website is made available solely for general information purposes and does not constitute an offer to sell or buy any securities and may not be used or relied upon in connection with any offer or sale of securities. 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.

This Website may include content provided by third parties. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

No Investment Recommendations

The material listed on the Website is current as of the date noted, and is for informational purposes only, and does not contend to address the financial objectives, situation, or specific needs of any individual investor. The Website does not contain any investment recommendations whatsoever. Reliance on any statements, materials, information, data, or resources made available in connection with the Website is solely at your own risk. No such statements, materials, information, data, or resources should be considered or construed as recommending or not recommending any investment.

Changes to the Website

We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Disclaimer and Limitation on Liability

The website and the information and materials on the website are provided “as is” and without warranties or representations of any kind either expressed or implied and we and our affiliates disclaim all warranties, expressed or implied, including but not limited to, implied warranties of merchantability and fitness for a particular purpose. We do not warrant the accuracy, completeness, reliability, security, availability at all times or timeliness of any information on the website or that the website will operate “error free.”

To the fullest extent provided by law, in no event will the company, its affiliates, or any of their respective licensors, service providers, employees, agents, managers, officers, directors, partners, members or shareholders be liable for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use, the website, any websites linked to it, any content on the website or such other websites, including any direct, indirect, special, incidental, consequential, or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable.

The foregoing does not affect any liability that cannot be excluded or limited under applicable law.

Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, managers, partners, members, shareholders, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, any use of the Website’s content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Website.

Governing Law and Jurisdiction

All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Tennessee without giving effect to any choice or conflict of law provision or rule (whether of the State of Tennessee or any other jurisdiction).

Class Action and Arbitration

By using the Website, you agree that if any dispute should arise between you and the Company, you will bring your claim on an individual basis and waive your right to pursue any claim in a class action. Regardless of any statute or law to the contrary, you must commence any cause of action you may have with respect to your use of the Website within one year after the claim or cause of action arises.

You agree that the Company, at its sole discretion, may require you to submit any disputes arising from the use of the Website, related services or these Terms of Use, including disputes arising from or concerning their interpretation, violation, nullity, invalidity, non-performance or termination, as well as disputes about filling gaps in this contract or its adaptation to newly arisen circumstances, to confidential, final and binding arbitration before a single arbitrator selected from and administered by JAMS, Inc., in accordance with its then existing arbitration rules and procedures regarding commercial or business disputes (the “Rules”). You agree with the Company that this section satisfies the writing requirement of the Federal Arbitration Act. Notwithstanding the Rules, however, such proceeding shall be governed by the laws of the State of Tennessee and will take place in Nashville, Tennessee.

Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use (and any other terms and conditions referenced herein) constitute the sole and entire agreement between you and the Company regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.

Your Comments and Concerns

This website is operated by Highland Rim Capital L.P., whose principal place of business is 5115 Maryland Way, Suite 100, Brentwood, TN 37027.

All other feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: [email protected].