Last updated December 13, 2019
ROARK RESERVES THE RIGHT IN ITS SOLE DISCRETION TO MODIFY, ADD TO, OR DELETE ANY OF THESE TERMS AT ANY TIME. WE WILL NOTIFY YOU OF SUCH CHANGES BY POSTING AN UPDATED VERSION OF THESE TERMS ON THE SITE, WHICH SHALL IMMEDIATELY BECOME EFFECTIVE. BY CONTINUING TO USE THE SITE, YOU CONSENT TO SUCH CHANGES.
YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THESE TERMS AND AGREE TO BE BOUND BY THEM IN THEIR ENTIRETY.
These Terms do not amend or supersede any previous written agreements you may have, or are a party to, with Roark or any Roark fund or account (“Other Agreement”). In the event of any inconsistency between these Terms and any Other Agreement, the Other Agreements will govern. Some aspects of the Site contain supplemental terms and conditions and additional disclosures and disclaimers, which are hereby incorporated in these Terms. In the event of a conflict, the supplemental terms and conditions and additional disclosures and disclaimers will govern for those aspects.
2. General Use Restrictions
By accepting these Terms through your use of the Site, you certify that you are 18 years of age or older. If you are under the age of 18, you may not use or access the Site. The Site does not knowingly collect personal information about children under the age of 16.
All information, documents, products, software, content, source code, and services provided on the Site, including trademarks, logos, graphics, and images (the “Materials”), are provided to you by Roark.
Subject to your compliance with all of the provisions of these Terms, Roark grants you a nonexclusive, nontransferable, revocable, limited right to access, use, and display the Materials only on your personal computer and to copy and download the Materials displayed on this Site, provided that: (1) all copyright notices (including the Roark notice stated below) and this permission notice appear in the Materials so displayed, copied, or downloaded, (2) the display, copy, or download is solely for your personal or internal informational use (that is, not distributed or otherwise transmitted outside of your home or company, or otherwise broadcast in any media). You agree that you have no right to modify, edit, alter, enhance, republish, reproduce, distribute, sell, or otherwise prepare any derivative works based upon any of the Materials in any manner, in whole or in part.
This limited license terminates automatically, without notice to you, if you breach any of these Terms or in our sole discretion at any time. Upon termination of this limited license, you agree to immediately destroy any electronic or printed Materials.
Except as stated in these Terms, you acknowledge that you have no right, title, or interest in or to the Materials on any legal basis, without the advance written authorization of Roark.
You shall not use the Site in any manner that could damage, disable, overburden, or impair the Site. You shall not interfere with the security of the Site or the Materials or any servers or networks connected to or accessible from the Site or interfere with any other person’s use of the Site. You shall not post or otherwise transmit through the Site any viruses, Trojan horses, worms, or any objectionable content. You shall not attempt to gain unauthorized access to any portion of the Site that is restricted from general access and shall not attempt to grant such access to any third party. You shall not use any robot, spider, or other automatic or manual process to monitor, extract, collect, harvest, or copy any of the Materials except as expressly authorized herein.
Any violations of system or network security, including attempts to intentionally access a computer without authorization or exceed your authorized access level, may result in civil and criminal charges, including but not limited to charges under the Computer Fraud and Abuse Act (18 U.S.C. § 1030). We may investigate occurrences that might involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. We may, without prior notice or warning of any kind, restrict or terminate the access of any and all users of the Site if we reasonably conclude that such restriction or termination is necessary to prevent, or prevent the further spread of, a virus, security breach, or system malfunction. If we so restrict or terminate access, we will use commercially reasonable efforts to restore access and use to users for proper purposes promptly.
You shall comply with all applicable laws that relate to your use of the Site.
3. Changes to the Site
Roark may change, modify, remove, suspend, discontinue, or terminate any aspect of the Site or any features thereof at any time without notice or liability. We may, in our sole discretion, impose restrictions on services, features, or any of the Materials, terminate your access to the Site or any portion thereof, or terminate all rights and licenses contained in these Terms, without notice or liability.
4. Third-Party Content
ROARK DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIRD-PARTY CONTENT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.
You may not link to the Site from any pornographic, obscene, profane, defamatory, libelous, threatening, unlawful, or other website or material which could constitute or encourage unlawful conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law or regulation. Roark and such parties assume no responsibility or liability which may arise from the content of such websites, including but not limited to claims for defamation, libel, slander, obscenity, pornography, profanity, or misrepresentation. Any link to the Site must, when activated by a user, display the Site full-screen in a fully navigable window, and not within a “frame” on the linking website, and the appearance or other aspects of the link may not create the false appearance that an entity is associated with or sponsored by Roark. We reserve the right to revoke this consent to link at any time in our sole discretion.
Although the Site may link to other websites (“External Sites”), Roark is not, directly or indirectly, implying any approval, association, sponsorship, endorsement, or affiliation with any External Site unless specifically stated otherwise. If you follow links to any External Site, you will leave the Site. You acknowledge and agree that Roark has not reviewed the External Sites and is not responsible for the content contained on any External Site. Your access and use of any External Site is at your own risk and is subject to any terms and conditions provided by the owners of such External Site.
7. Non-Public Investor Sections of the Site
If you are a Roark investor or are a representative of a Roark investor, you may have been granted access to certain non-public portions of the Site through a uniquely assigned investor log-in (“Investor Sections”). In addition to this Site, your use of the Investor Sections may also be governed by applicable Other Agreements and by all applicable laws and regulations. All information available through the Investor Sections of the Website is confidential and proprietary to Roark. This includes all investment information and results, offering materials, financial statements, and other information provided through the Investor Sections of the Site. You will use best efforts to keep all this information strictly confidential. You will not disclose any of this information to any person or use it for any purpose other than those expressly permitted by Roark in writing. If you have been granted access to the Investor Sections by Roark, you must maintain confidentiality of your log-in information and you remain responsible for all usage of the Investor Sections of the Site through your account, whether such use is made by you or anyone else. You must immediately notify us of any known or suspected unauthorized use of your log-in information or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your log-in information.
8. Trademarks and Copyrights
The trademarks, service marks, brands, names, logos, and designs (“Trademarks”) of Roark or others used on this Site are the property of Roark or their respective owners. You may not remove or alter any Trademark. You may not copy, imitate, or use any Trademark displayed on the Site, in whole or in part, without the express prior written permission of Roark or its respective owner, and nothing contained on this Site grants, by implication, waiver, estoppel, or otherwise, any right to use any Trademark.
All of the Materials appearing on this Site, including the selection, assembly, and arrangement thereof, are protected by United States copyright laws, international conventions, and other copyright laws and are the sole property of Roark, unless otherwise stated. All rights not expressly granted in these Terms are reserved. You will abide by this and any additional copyright notices, information, or restrictions contained in any of the Materials. Except as otherwise required by applicable law, any reproduction, distribution, modification, retransmission, display, transmission, sale, or publication of any copyrighted material, and any preparation of derivative works based thereon, is strictly prohibited without the express written consent of the copyright owner. You may not distribute any of the Materials to any other person unless such person accepts all the provisions of these Terms.
Except as expressly provided in these Terms, we do not grant you any express or implied right or license to any intellectual property owned by Roark.
If you believe that anything posted on the Site infringes any intellectual property right that you own or control, please provide Roark with the following written information:
- Name, address, telephone number, email address, and physical or electronic signature of the rights holder or someone authorized to act on the rights holder’s behalf;
- A description of the intellectual property that you claim has been infringed upon;
- A description of where the material that you claim is infringing is located on the Site with enough detail that Roark may find it;
- A written statement that you have a good faith belief that the disputed use is not authorized by the rights holder, its agent, or the law; and
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the rights holder or authorized to act on the rights holder’s behalf.
Roark’s agent for notice of claims of intellectual property right infringement on the Site can be reached by email at firstname.lastname@example.org.
9. Performance Information
a. Past Performance
The information contained on, or comments expressed on, the Site may include certain prior indications of past investment performance. In considering such prior performance information, you should bear in mind that past performance is not necessarily indicative of future results and there can be no assurance that an investment will, or is likely to, achieve comparable results to those achieved in the past or that significant losses will be avoided.
b. Analyses and Opinions
Market analyses and statements of opinions provided on the Site are inherently uncertain and are based on a number of assumptions. You should carefully review information regarding any such analyses and underlying assumptions.
c. Forward-Looking Statements
Certain information in the Site may contain certain “forward-looking statements” about Roark, the funds or accounts it advises, and their underlying investments which can be identified by the use of words such as “may,” “will,” should,” “expect,” “anticipate,” “project,” “estimate,” “intend,” “continue,” “believe,” or similar expressions. Roark undertakes no obligation to update publicly or revise any forward-looking statements. Due to various risks and uncertainties, actual events, results, or performance may differ materially from those reflected or contemplated in such forward-looking statements. No representation or warranty is made as to future performance or such forward-looking statement.
10. Informational Use Only
The Site does not constitute an offer to sell or a solicitation of an offer to buy any security, including, without limitation, any interest in any investment vehicle managed by us or any company in which we, or any of our affiliates, have invested. Nothing on the Site is intended to be, and you should not consider anything on the Site to be, investment, accounting, tax, or legal advice, nor does any information on the Site constitute a comprehensive or complete statement of the matters discussed or the law relating thereto. Although the Site may include investment-related information, nothing on the Site is a recommendation that you purchase, sell, or hold any security or other investment or that you pursue any investment style or strategy.
11. Disclaimer of Warranty
Roark makes no warranties or representations as to the accuracy, completeness, or use of the Materials. You acknowledge and agree that this Site may include certain errors, omissions, and outdated information that may affect the quality of the Materials. You acknowledge that the Materials have not been independently verified or authenticated in whole or in part by Roark, agree that Roark does not warrant the accuracy or timeliness of the Materials, and further agree that Roark has no liability for any errors or omissions in the Materials, whether provided by Roark or by its affiliates.
ROARK, FOR ITSELF AND EACH OF ITS AFFILIATES, MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES AS TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY, OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED ON THE SITE, INCLUDING WITHOUT LIMITATION THE MATERIALS AND ANY THIRD-PARTY CONTENT. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE, THE MATERIALS, AND ANY OTHER INFORMATION OR MATERIAL ACCESSIBLE THROUGH THE SITE IS PROVIDED ON AN “AS IS” AND “WHERE-IS” BASIS AND ARE FOR PERSONAL USE ONLY. ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE DISCLAIMED.
ROARK MAKES NO REPRESENTATION OR WARRANTY THAT THE SITE, ANY MATERIALS, AND ANY OTHER INFORMATION OR MATERIAL ACCESSIBLE THROUGH THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE EQUIPMENT THAT MAKES THE SITE AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
You agree to defend, indemnify, and hold harmless Roark and its affiliates, representatives, partners, agents, and employees from and against all liabilities, claims, costs, and expenses, including attorneys’ fees, that arise out of or in connection with your use of the Site or breach of these Terms.
13. Limitation of Liability
NEITHER ROARK NOR ANY OF ITS PARTNERS, AFFILIATES, OR THIRD-PARTY PROVIDERS WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY FORM OF DAMAGES (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, COMPENSATORY, OR CONSEQUENTIAL DAMAGES) ARISING OUT OF OR RELATED TO THE USE OR ATTEMPTED USE OF THE SITE, ANY EXTERNAL SITES, OR THE MATERIALS, HOWEVER ARISING, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ROARK WAS INFORMED OF THE POSSIBILITY OF THESE DAMAGES. NOTE THAT CERTAIN JURISDICTIONS, INCLUDING NEW JERSEY, RESTRICT COMPANY’S ABILITY TO LIMIT LIABILITY. THIS LIMITATION DOES NOT APPLY TO THE EXTENT PROHIBITED BY LOCAL LAW.
14. Severability and Waiver
If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, then that provision will be construed, as nearly as possible, to reflect the intentions of the parties, with all other provisions remaining in full force and effect.
The failure of Roark to enforce any right or provision in these Terms will not constitute a waiver of this right or provision unless acknowledged and agreed to by Roark in writing.
15. Complete Agreement
These Terms comprise the entire agreement between you and Roark and supersede all prior or contemporaneous negotiations, discussions, or agreements, if any, between the parties hereto regarding the subject matter contained in these Terms.
16. Governing Law and Venue
Roark controls and operates the Site from our offices in the United States, and we make no representation that the Materials are appropriate or will be available for use in locations other than the United States. If you use the Site from outside the United States, you are entirely responsible for compliance with applicable local laws, including but not limited to the export and import regulations of other countries in relation to the Materials.
These Terms shall be governed by Georgia law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. Except as provided in the Class Action and Arbitration section below, the exclusive jurisdiction and venue for all disputes, actions, claims, or causes of action related to these Terms or in connection with the Site shall be the federal and state courts located in Fulton County, Georgia.
17. Class Action and Arbitration
YOU SHOULD READ THIS SECTION CAREFULLY, AS IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
a. Dispute Resolution
You may contact us at email@example.com to address any concerns you may have regarding the Site. Roark is able to resolve most concerns quickly to our users’ satisfaction. You and Roark agree to use best efforts through Roark’s internal dispute resolution processes to settle any dispute, claim, question, or disagreement and engage in good faith negotiations, which shall be a condition to either party initiating a lawsuit or arbitration.
If the parties do not reach an agreed-upon solution within a period of thirty (30) days from the time informal dispute resolution under the initial dispute resolution provision is initiated, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. The Federal Arbitration Act governs this agreement to arbitrate. Any claim that you might have against Roark must be resolved through binding arbitration before the American Arbitration Association using its Commercial Arbitration Rules.
The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this Agreement, including, but not limited to, any claim that all or any part of this Agreement is void or voidable or whether a claim is subject to arbitration. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written and binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
YOU UNDERSTAND AND AGREE THAT YOU WILL ARBITRATE WITH ROARK IN YOUR INDIVIDUAL OR CORPORATE CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS. Your claim may not be joined with any claim of any other person, and there shall not be authority for any dispute to be arbitrated on a class-action basis. If any court or arbitrator determines that the class action waiver set forth in this Section is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions in this Section shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you reside or at another mutually-agreed location. If your claim is successful in arbitration, Roark agrees to reimburse your arbitration costs other than attorneys’ fees and costs. Each party will bear its own attorneys’ fees and costs.
You understand and agree that by entering into this Agreement, you and Roark are each waiving the right to a jury trial or a trial before a judge in a public court. In the absence of this arbitration provision, you and Roark might otherwise have had a right or opportunity to bring disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). Other rights that you would have if you went to court, such as the right to appeal and to certain types of discovery, may be more limited or may also be waived.
Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring an action in state or federal court to protect its intellectual property rights (meaning patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights).
You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth in this Section by sending written notice of your decision to opt out to the following address: Roark Capital Management, Attention: Legal Department, 1180 Peachtree St NE, Suite 2500, Atlanta, Georgia 30309. The notice must be sent within thirty (30) days of your initial access to this Site; otherwise you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt out of these arbitration provisions, Roark also will not be bound by them.
c. Injunctive Relief
Notwithstanding the above provisions, either party may apply for injunctive relief (preliminary or permanent) and orders to compel arbitration or enforce arbitral awards in any court of competent jurisdiction.
Thank you for visiting our Site. Please contact us at firstname.lastname@example.org if you have any questions about our Site or these Terms. Electronic mail or other communications through this Site to Roark (or any of its employees, agents, or representatives) may not be secure and we do not guarantee the confidentiality of such communications.