Thank you for visiting the website of Brinley Partners, LP (“Brinley”). By accessing this website (the “Site”), you agree to accept the following terms of use for the use of the Site and any material on it (the “Terms of Use”), which constitute a legal agreement between you and Brinley. If you do not accept these Terms of Use, you may not use the Site. Brinley reserves the right to modify these Terms of Use without notice, and each use of the Site constitutes your acceptance to be bound by the terms set forth in the Terms of Use as modified at the time of such use.
Brinley will not treat users of the Site as its clients by virtue of their accessing the Site.
Permitted Uses of Site and Content
The content displayed on the Site, including, without limitation, images, illustrations, designs, icons, photographs, video clips, and written and other materials, that are part of the Site (the “Content”) is the subject of intellectual property protection, including but not limited to trademarks, service marks, trade names, and copyrights, owned by Brinley or by third parties. Brinley reserves the right to change permitted uses at any time. Brinley grants you a limited, revocable, nonexclusive, and nontransferable right to view, store, bookmark, download, copy, and print pages from the Site for your personal and noncommercial use only. All rights not expressly granted to you in these Terms of Use are reserved. Unless you receive written permission in advance from Brinley and/or the relevant third-party owner, you may not exploit any of the Content commercially, forward it as a mass distribution, or post it on another website. If you link other websites to this Site, you may not imply or suggest that Brinley has endorsed or sponsored, or that Brinley is affiliated with, such websites or their owners, and you may not display this Site as “framed” within another website. Likewise, links to other websites from this Site do not imply or suggest that the owners of such other websites endorse or sponsor Brinley or that Brinley is affiliated with such websites or their owners.
You agree not to: (a) “flood,” “spam,” “mailbomb” or overload the Site or otherwise take any action that may result in damage, impairment or overload of any of the Site’s infrastructure; (b) use any device, software or routine to attempt to interfere with any of the Site’s functionality or appearance; (c) introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (d) data mine, data scrape or otherwise attempt to use any software, device, tool or technique (including without limitation, browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Site to harvest, extract or collect information from the Site; (e) attempt to decompile, disassemble or reverse-engineer any of the Site’s source code or software; (f) impersonate any person or entity other than yourself or create a user account for anyone other than yourself; (g) create another user account without permission if Brinley has suspended or terminated your user account; (h) use the Site to violate anyone’s rights or applicable laws or regulations or do anything malicious, misleading, defamatory, libelous, abusive, fraudulent, deceptive or discriminatory; (i) assist or encourage violations of these Terms of Use, Brinley’s Privacy Policy or applicable laws or regulations; (j) use any hidden text or metatags using “Brinley Partners” or any of our trademarks, service marks or names without our prior written consent or (k) violate or attempt to violate the security of any of the Site (including without limitation, accessing user accounts, servers or data without authorization, probing or testing the vulnerability of any of the Site’s authentication measures, security or system infrastructure without proper authorization, or otherwise interfere with service to any user, host or network). Without limiting the generality of the foregoing, any access to the Site by automated inquiry devices, robots, or repetitive data gathering and extraction tools, routines, scripts, or other mechanisms with similar functionality, is expressly prohibited.
If you violate any part of these Terms of Use, your permission to access or use the Site and the Content will automatically terminate and you must immediately destroy any copies of such content in your possession or control. Brinley reserves the right, in its sole discretion and without notice to you, to terminate or suspend your user account and your license to use the Site and Content and prevent your future access to and use of the Site.
Copyright© Brinley Partners, LP 2024. All rights reserved. “Brinley” and “Brinley Partners” are the registered trademarks of Brinley Partners, LP. Trademarks, logos and trade names of third parties may be used on this website to refer to either the entities claiming the marks, logos and/or names or their products and are the property of their respective owners. Brinley disclaims proprietary interest in the marks, logos and names of others. Their use is not intended to indicate, and in no way indicates, any sponsorship, endorsement or affiliation of Brinley, on the one hand, and the owners of such trademarks, logos and trade names, on the other hand
Copyright Infringement Complaints and Notification Procedures
If you believe that any of this Site’s content violates your or a third party’s copyright, please notify us at legalnotices@brinleypartners.com by providing the following information:
- 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 this 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 above information in your notice is accurate and that you are the copyright owner or duly authorized to act on the copyright owner’s behalf.
Important Information
The Content of this Site is provided by Brinley and offers information about Brinley and its personnel and a general overview of its investment strategy. The Content and other information contained on this Site is for informational purposes only and represents the current, good-faith views of Brinley. Under no circumstances should any Content presented on the Site be used or construed as an offer to sell, or a solicitation of an offer to buy, any securities, financial instruments, investments, or other services. Furthermore, no information or materials contained on the Site should be construed or relied upon as investment, legal, accounting, tax, or other professional advice or in connection with any offer or sale of securities. Brinley will not treat users of the Site as partners, clients, customers, or investors by virtue of their accessing the Site. Nothing contained in these Terms of Use is intended to modify any other written agreement you may have with Brinley, if any, that may be in effect. In the event of any inconsistency between these Terms of Use and any other written agreements with Brinley, the terms of the other written agreements shall control.
Limitation of Liability
THE SITE AND ALL CONTENT ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND (EITHER EXPRESS OR IMPLIED). BRINLEY MAKES NO WARRANTY THAT THE SITE WILL BE UNINTERRUPTED, RELIABLE, ERROR-FREE, VIRUS-FREE, MALWARE-FREE, CURRENT, ACCURATE OR COMPLETE, OR WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS. YOU AGREE THAT (1) TEMPORARY INTERRUPTIONS OF THE SITE MAY OCCUR AND WE HAVE NO CONTROL OVER ANY THIRD-PARTY NETWORKS IN CONNECTION WITH OUR SERVICES OR ANY DELAYS OR DISRUPTIONS OF NETWORK TRANSMISSIONS, AND (2) WE MAY DETERMINE TO TAKE DOWN, ALTER OR REPURPOSE THE SITE IN OUR SOLE DISCRETION AT ANY TIME AND WITHOUT NOTICE. WE ARE NOT RESPONSIBLE FOR ANY TYPOGRAPHICAL ERRORS OR OMISSIONS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, BRINLEY AND ITS AFFILIATES DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
BRINLEY’S LIABILITY WITH RESPECT TO THE SITE AND THE CONTENT IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT SHALL BRINLEY OR ITS RELATED PERSONS BE LIABLE TO ANY PARTY FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS, OR DAMAGES (WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY), INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY ACCESS, USE (OR INABILITY TO USE) OR DISTRIBUTION OF THE SITE OR ANY INFORMATION OR MATERIALS OBTAINED THROUGH USE OF THE SITE. THIS IS TRUE EVEN IF BRINLEY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES OR IF ANY REMEDY YOU HAVE FAILS IN ITS ESSENTIAL PURPOSE.
Forward Looking Statements
Brinley reserves the right to make changes to documents, content, or other information on the Site without obligation to notify any person of such changes. The Site may contain projections or other forward-looking statements. Such forward-looking statements are based upon expectations current as of the date statement is made and involve risks and uncertainties. Actual results may differ materially from those stated in any forward-looking statement based on a number of important factors and risks. Although Brinley may indicate and believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate or incorrect and, therefore, there can be no assurance that the results contemplated in the forward-looking statements will be realized.
IN NO WAY DOES BRINLEY ASSUME ANY RESPONSIBILITY FOR ANY INVESTMENT OR OTHER DECISIONS MADE BASED UPON INFORMATION CONTAINED ON THE SITE. USERS ARE ADVISED TO REVIEW ALL AVAILABLE INFORMATION THEMSELVES BEFORE MAKING ANY INVESTMENT OR OTHER DECISIONS.
Indemnification
By using the Site, you agree to indemnify, hold harmless, and defend Brinley and its officers, directors, members, managers, employees, agents, affiliates, suppliers, licensors, successors, and assigns from and against any and all claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to, reasonable attorneys’ fees, resulting directly or indirectly from a claim by a third party that is based on your use of this web site or your violation of these Terms of Use.
Jurisdictional Issues
Unless otherwise specified, the materials in or accessible through the Site are directed at residents of the United States, its territories, possessions, and protectorates. The Site is controlled and operated by Brinley from its offices within the State of New York, United States of America. Neither Brinley nor any of its affiliates make any representation that the Content accessible through the Site is appropriate or available for use in other locations or that access to them where their content is located is not illegal and prohibited. Those who choose to access the Site from other locations do so on their own initiative and are responsible for establishing the legality, usability and correctness of any information or materials under any or all jurisdictions and the compliance of that information or material with local laws, if and to the extent local laws are applicable. You may not use or export information or materials available on or through the Site in violation of U.S. export laws and regulations. The information provided on or accessible through the Site is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Brinley and/or its affiliates to any registration or other requirement within such jurisdiction or country.
Governing Law and Consent to Jurisdiction
These Terms of Use shall be governed by the law of the State of New York, without regard to its choice of law rules. Notwithstanding the foregoing, any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators as provided herein.
YOU AGREE TO RESOLVE BY ARBITRATION ANY CONTROVERSY ARISING BETWEEN YOU AND MANAGER AND/OR ANY OF OUR RESPECTIVE CONTROL PERSONS, PREDECESSORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, AND EMPLOYEES.
With respect to the resolution of any such controversy, you further acknowledge that:
- Arbitration is final and binding on the parties.
- The parties are waiving their right to seek remedies in court, including the right to jury trial.
- Pre-arbitration discovery is generally more limited than and different from court proceedings.
- The arbitrators’ award is not required to include factual findings or legal reasoning and any party’s right to appeal or to seek modification of rulings by the arbitrators is strictly limited.
Any arbitration under this Terms of Use shall be conducted in New York, NY before a panel of three (3) arbitrators pursuant to the Commercial Arbitration Rules of the American Arbitration Association, except to the extent that such rules are modified by this Terms of Use. Arbitration is initiated by a party serving the other party with a written demand for arbitration or a written notice of intention to arbitrate.
No person shall bring a putative or certified class action to arbitration nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated a putative class action in court or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: the class certification is denied; or the class is decertified; or the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under these Terms of Use except to the extent stated herein.
Transmissions to and from the Site
Electronic communications can be intercepted by third parties and, accordingly, electronic mail and other transmissions to and from the Site may not be secure. You are responsible for any content that you post on the Site or submit to us via contact forms on the Site, email, social media accounts or otherwise, including your feedback, comments, questions, ideas, suggestions, survey responses or other information or materials (“User Materials”). By submitting any User Materials, you hereby grant to Brinley an irrevocable, perpetual, worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable license to use, display, reproduce, publish, transmit, store, modify and create derivative works of your User Material. Further, if you provide any feedback, suggestions, ideas, know-how or other information (“Feedback”) to Brinley via the Site or otherwise, you hereby assign to Brinley all rights in the Feedback and agree that Brinley may use such Feedback for any purpose without compensation to you. Brinley will treat all User Materials and Feedback as non-confidential and non-proprietary, and you agree that you will not submit to Brinley any information considered to be confidential or proprietary. You hereby represent and warrant that any User Materials and Feedback you submit to us is either your original content or that you have obtained all necessary rights to your User Materials and Feedback, including the right to authorize us to use your User Materials and Feedback as set forth in these Terms of Use. We have the right to remove or refuse to post any User Materials for any reason or no reason in our sole discretion. User Materials must not: (i) contain any material that is obscene, defamatory, indecent, abusive, harassing, or offensive; (ii) contain or promote sexually explicit or pornographic materials, or promote violence or discrimination based on race, sex, gender, religion, nationality, disability, sexual orientation, or age; (iii) promote any illegal activity; (iv) impersonate any person, misrepresent your identity, or be intended or likely to deceive any person; (v) advertise or involve any commercial activities or sales; or (vi) give the impression that they are endorsed by us.
Password Security and Notification
Access to certain parts of the Site may require a login. If you have a user name, password, Personal Identification Number (PIN), or other login credentials (collectively, “Login Credentials”) for access to non-public areas of the Site, you are solely responsible for all activities that occur in connection with your Login Credentials, and you agree that you will submit complete and accurate registration information as requested by the Site’s registration forms and maintain the accuracy of this information by promptly updating your registration information with any changes. Accordingly, you should take steps to protect the confidentiality of your login credentials. You agree that you will notify Brinley immediately if you become aware of any disclosure, loss, theft or unauthorized use of your login credentials. Brinley is not responsible or liable for any liability, damages, loss or expenses arising in any way from the use of your login credentials.
Links to Other Web Sites and Services
Brinley does not review or monitor any websites linked from or to the Site and is not responsible for the content of any such linked websites. If you decide to access linked websites, you do so at your sole risk. Neither Brinley nor any of its affiliates are responsible for the information, materials, products or services obtained on or from such other websites, nor will any of them be liable in any respect whatsoever for any damages arising from your access to such websites. Any links from or to other websites are provided merely for the convenience of the users of the Site and the inclusion of these links does not imply an endorsement, representation or warranty by Brinley or any of its affiliates with respect to any such linked websites or the content, products or services contained or accessible through, or the operators of, such websites. In addition, you agree not to link any of your websites or any third-party website to the Site without the express prior written consent of Brinley. Brinley reserves the right, at any time, for any reason not prohibited by law, to deny permission to anyone to link a website from or to the Site.
Waiver
Any waiver by Brinley or its affiliates of any part of these Terms of Use must in writing be signed by Brinley (or the applicable affiliate), and any failure by Brinley to enforce any part of these Terms of Use will not be deemed to be a waiver. No waiver by Brinley or any of its affiliates of any right under or term or provision of these Terms of Use will be deemed a waiver of any other right, term or provision of these Terms of Use at that time or a waiver of that or any other right, term or provision of these Terms of Use at any other time.
Other
If any provision of these Terms of Use shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions. These Terms of Use, together with the Privacy Policy and any other policies posted on the Site, together represent the entire agreement between Brinley, on the one hand, and you, on the other, relating to the subject matter hereof. We may assign the Site’s and our rights and duties under these Terms of Use, the Privacy Policy and other posted policies in connection with any reorganization, change of control or asset sale in our sole discretion. No course of conduct or trade practice will be deemed to modify these Terms of Use in any respect. You may not assign the Terms of Use or delegate any of your obligations under the Terms of Use, and any purported assignment of the Terms of Use in violation of the Terms of Use is void.
Contact Us
If you have any questions about these Terms of Use, You can contact us by email at info@brinleypartners.com or by writing to us at:
Brinley Partners, LP 630 Fifth Avenue 26th Floor New York, NY 10111 Attention: General Counsel
Japanese Disclosures
Brinley Partners, LP（以下、「Brinley」といいます。）は、下記特例業務届出者からの委託を受けて、別紙様式第20号の2及び第21号の3に該当する資料（以下、「当該資料」といいます。）を公衆の縦覧に供するための手続きを行います。ご希望の方は下記アドレスまでご連絡ください。
legalnotices@brinleypartners.com
特例業務届出者の名称
Brinley Private Debt Fund II GP LLC
重要事項
当該資料は情報提供のみを目的としており、投資助言の提供に該当するものではありません。また、当該資料に含まれる情報は、販売の申し出もしくは購入の申込みの勧誘に該当するものではなく、日本の適用法令に違反することとなる、Brinley もしくはその関連会社から日本に居住されている方に対する、証券、金融商品その他のサービスの販売の申し出もしくは購入の申込みの勧誘を意図するものでも、また、そのように解釈されるものでもありません。
Brinley Partners, LP, acting in its capacity as a delegate of the following Applicant operating under the Article 63 Exemption (“Brinley”), shall make available the Form 20-2 and Form 21-3 (the “Materials”) to the Japanese public. Any person that wishes to receive a copy of the Materials, please kindly contact the following e-mail address:
legalnotices@brinleypartners.com
Name of Applicant operating under the Article 63 Exemption: Brinley Private Debt Fund II GP LLC
IMPORTANT
The Materials are provided to you for informational purposes only and does not constitute the provision of investment advice. In addition, the information contained in the Materials does not constitute an offer to sell nor a solicitation of any offer to buy and is not intended to be, and should not be construed as, an offer to sell nor a solicitation of an offer to buy any type of securities, financial products or other services offered by Brinley and its affiliates to any person in Japan to whom such offer would be unlawful under the applicable laws of Japan.
