Terms of Use

Welcome to the website of MSD Capital, L.P. These Terms of Use represent the entire understanding between (i) you and (ii) MSD Capital, L.P. ( "MSD," "We," or "Us") regarding your use of www.msdcapital.com (the "Site"). Your access to the Site is subject to these Terms of Use, the Site's Privacy Policy and the Site's Submissions Policy (collectively, the "Terms and Policies"). By accessing the Site, you signify your acceptance of these Terms of Use as well as your acceptance of the Privacy Policy and Submissions Policy. If you disagree with these Terms of Use or the Privacy Policy or Submissions Policy, please discontinue use of the Site, as discontinuing your use of the Site is your sole and exclusive remedy. At any time, we may modify these Terms of Use, the Privacy Policy, and the Submissions Policy. If and when we modify the Terms of Use, Privacy Policy or Submissions Policy, we will change the date listed at the top of the applicable page. Changes shall be deemed effective once posted. Your continued use of the Site signifies acceptance by you of any changed terms.

No Offer
The information, tools and material presented in the Site are provided to you for informational purposes only and under no circumstances should any material at this Site be used or considered as an offer to sell or solicitation of any offer to by an interest in any investment fund managed by MSD. Any such offer or solicitation will only be made by means of the Confidential Private Offering Memorandum relating to the particular fund. Access to information about the funds is limited to non-U.S. investors and to U.S. investors who qualify as "qualified purchasers" within the meaning of the Investment Company Act of 1940, as amended.

Limited License; Intellectual Property Rights
Subject to the terms of these Terms and Policies, 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 contains 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), and the Site itself is protected as a copyrighted work under the copyright laws of the United States and other international copyright laws. Trademarks including, but not limited to, "MSD CAPITAL," and any accompanying logos (the "Trademarks") are the exclusive property of MSD Capital, L.P. and/or its affiliates, and unauthorized use of any such Trademarks, including reproduction, imitation, dilution, or confusing or misleading uses, is prohibited under the trademark laws of the United States. You are expressly prohibited from using any Trademarks, except as may be provided in these Terms and Policies, and nothing otherwise stated or implied on the Site or in these Terms and Policies confers on you any license or right to do so. All other trademarks appearing on the Site are the property of their respective owners. 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.

Notice of Potential Infringement
You may not use the Site for any purpose or in any manner that infringes the rights of any third party.

If you believe that content on the Site infringes your copyright, please notify MSD's designated copyright agent at:

Marc R. Lisker
MSD Capital, L.P.
645 Fifth Avenue, 21st Floor
New York, NY 10022-5910
E-mail: designatedagent@msdcapital.com
Telephone: 212-303-1650
Fax: 212-303-1772


Your notice must include:
  • a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • identification of the copyrighted work(s) claimed to have been infringed;
  • identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit us to locate the material;
  • information reasonably sufficient to permit us to contact the complaining party;
  • a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.


Upon receipt of a notice of claimed infringement that satisfies these requirements (or any statement in conformance with 17 U.S.C. § 512(c)(3)), we will act expeditiously to remove or disable access to any content that is claimed to be infringing upon the copyright of any person under the laws of the United States, and will terminate the access privileges of those who repeatedly infringe on the copyrights of others.

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.