PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE.
These Terms of Use govern your access to and use of www.stapleinvestments.com (this “Website”) and the Restricted Areas described below. This Website is operated by STAPLE Investments LLC (together with its affiliates, “STAPLE Investments,” “we,” “us,” or “our”). By accessing or using this Website, you acknowledge that you have read and understood these Terms of Use and agree to be bound by them. These Terms of Use form a legally binding agreement between you and STAPLE Investments. If you do not agree to them, do not use this Website.
By using this Website, you represent that you are authorized to enter into these Terms of Use, and you agree not to use this Website for any purpose that is unlawful or prohibited by these Terms of Use. In these Terms of Use, “Funds” means the private investment funds sponsored or managed by STAPLE Investments, including STAPLE Evergreen Fund I, LP, and “Fund” means any one of them.
This Website provides general information about STAPLE Investments, its approach to long-term ownership, and the Funds for prospective investors, business owners, and other interested parties. Nothing on this Website is an offer to sell, or a solicitation of an offer to buy, any security, including an interest in any Fund. Any offer of interests in a Fund will be made only to eligible persons by means of that Fund’s confidential private placement memorandum, limited partnership agreement, and subscription documents (together, the “Offering Documents”). The Offering Documents contain important information, including risk factors, that is not on this Website. The information on this Website is qualified in its entirety by the Offering Documents, which control in the event of any inconsistency. Eligible prospective investors may request the Offering Documents by contacting STAPLE Investments at contact@stapleinvestments.com.
Interests in the Funds are offered privately in reliance on Rule 506(c) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and are available only to persons who are “accredited investors,” as defined in Rule 501(a) of Regulation D, and who meet the other eligibility requirements described in the Offering Documents. Each Fund will take reasonable steps to verify that each investor is an accredited investor before accepting a subscription. Interests in the Funds have not been registered under the Securities Act or the securities laws of any state or other jurisdiction, and the Funds are not registered under the Investment Company Act of 1940, as amended. Neither the U.S. Securities and Exchange Commission nor any state or other securities regulator has approved or disapproved of interests in the Funds or passed upon the accuracy or adequacy of the information on this Website.
An investment in a Fund is speculative and involves a high degree of risk, including the possible loss of the entire amount invested, and is suitable only for persons who can bear that risk. Interests in the Funds are illiquid; there is no public market for them, and transfers and withdrawals are subject to significant restrictions described in the Offering Documents. Past performance is not necessarily indicative of future results. Any targeted or expected results referred to on this Website are objectives, not guarantees, and may not be achieved. References to specific portfolio companies or investments are for illustrative purposes only, do not represent all investments made by the Funds, and should not be assumed to have been, or to be, profitable.
Nothing on this Website is a recommendation to buy, sell, or hold any security or other investment or to pursue any investment strategy, and nothing on this Website is investment, accounting, tax, or legal advice. STAPLE Investments provides investment advisory services only to the privately offered Funds and does not make its advisory services available to the public.
Certain information on this Website constitutes “forward-looking statements,” which can be identified by words such as “may,” “will,” “should,” “expect,” “anticipate,” “target,” “project,” “estimate,” “intend,” “continue,” or “believe,” or the negatives of these words or other variations or comparable terminology. Because of various risks and uncertainties, actual events or results may differ materially from those reflected or contemplated in any forward-looking statement. STAPLE Investments undertakes no obligation to update any forward-looking statement.
This Website is directed to persons in the United States. The information on this Website is not intended for distribution to, or use by, any person in any jurisdiction where such distribution or use would be contrary to local law or regulation or would subject STAPLE Investments or any Fund to any registration or licensing requirement in that jurisdiction. Interests in the Funds may be offered outside the United States only where permitted by applicable law and only by means of the Offering Documents. We make no representation that the materials on this Website are appropriate or available for use outside the United States. If you access this Website from outside the United States, you do so on your own initiative and are responsible for complying with all applicable local laws and regulations.
Certain areas made available through or linked from this Website are password-protected, including the investor portal accessed through the “Investor Portal” link and any online data room or diligence site made available to prospective investors, whether operated by STAPLE Investments or by a third-party service provider on its behalf (each, a “Restricted Area”). These Terms of Use apply to each Restricted Area in addition to any terms of use of the service provider that operates it. If you have not been issued login credentials for a Restricted Area, you agree not to attempt to access it.
Information in a Restricted Area is confidential. If you are an investor in a Fund, or a representative of an investor, that information is subject to the confidentiality provisions of the Fund’s governing documents and your subscription agreement, and you agree that information relating to any Fund in which you are not an investor is subject to the same restrictions. If you are a prospective investor, or an adviser or consultant acting on behalf of one, you agree to keep information obtained from a Restricted Area confidential, to use it solely to evaluate a potential investment in a Fund, and not to disclose it to anyone other than your professional advisers who are obligated to keep it confidential. These obligations are in addition to those under any confidentiality agreement between you and STAPLE Investments or a Fund. You may not reproduce or redistribute information from a Restricted Area except as those provisions permit.
Information in a Restricted Area may include material non-public information regarding the Funds and their portfolio companies. It is a violation of U.S. securities laws for a person in possession of material non-public information concerning an issuer to purchase or sell securities of that issuer, or to communicate that information to another person under circumstances in which it is reasonably foreseeable that the person is likely to purchase or sell such securities.
If you are issued login credentials for a Restricted Area, you are granted limited access to the specific information made available to you (“Approved Information”), and you agree not to attempt to access any information other than the Approved Information. You are responsible for all activity that occurs under your credentials. You agree to take all reasonable steps to keep your credentials confidential, not to share them with or permit their use by any other person, and to notify STAPLE Investments immediately at contact@stapleinvestments.com or (703) 344-0558 if you become aware of any disclosure, loss, theft, or unauthorized use of your credentials.
You may access and use this Website, and view, download, and print its content, for your own informational purposes, including to evaluate a potential investment in a Fund or a potential transaction with STAPLE Investments, whether on your own behalf or on behalf of an entity or client you represent, provided that you keep all copyright, trademark, and other proprietary notices intact. Except as these Terms of Use expressly permit, you may not copy, modify, distribute, transmit, display, publish, license, sell, or create derivative works from any content on this Website without the prior written permission of STAPLE Investments.
You may not use this Website or its content (a) for any unlawful purpose or in any manner inconsistent with these Terms of Use; (b) in any manner that could compete with the business of STAPLE Investments, any Fund, or any portfolio company; (c) to decompile, reverse engineer, disassemble, or otherwise attempt to derive the source code of this Website, or to interfere with its operation or security; or (d) to frame this Website, or to use the STAPLE Investments name or logo in any manner that suggests an endorsement or affiliation, without our prior written permission. You may link to the home page of this Website, provided that the link is fair and not misleading and does not suggest any endorsement by, sponsorship by, or affiliation with STAPLE Investments that does not exist.
This Website and its content, including text, documents, charts, graphics, logos, and other materials, are owned by STAPLE Investments or its licensors and are protected by copyright, trademark, and other laws. The STAPLE Investments name and logo are trademarks of STAPLE Investments LLC. Other trademarks and logos displayed on this Website are the property of their respective owners, who may or may not be affiliated with STAPLE Investments.
Information on this Website speaks only as of the date indicated or, if no date is indicated, as of the date it was posted. While we make reasonable efforts to provide accurate information, we may not promptly update or correct information on this Website even if we become aware that it is inaccurate or outdated. Information obtained from third-party sources is believed to be reliable, but STAPLE Investments has not independently verified it and makes no representation as to its accuracy or completeness. You agree that STAPLE Investments is not responsible for any action you take or decision you make in reliance on information on this Website.
While we use commercially reasonable efforts to protect this Website, we cannot guarantee its security or the security of information transmitted to or from it. Email and other electronic communications may be intercepted by third parties. Please do not send confidential or sensitive personal or financial information through this Website or by unencrypted email. If you need to provide confidential information, please contact us first at contact@stapleinvestments.com so that we can arrange a secure method of delivery.
Except for information that is subject to a written confidentiality agreement with STAPLE Investments or a Fund, a Fund’s governing documents, or our Privacy Policy, any ideas, suggestions, or other unsolicited materials you submit through this Website will be treated as non-confidential, and STAPLE Investments may use them for any purpose without obligation to you.
This Website may contain links to websites operated by third parties. Except for the Restricted Areas, these Terms of Use do not apply to those websites, which are governed by their own terms of use and privacy policies. STAPLE Investments does not control third-party websites and is not responsible for their content or for any products or services offered through them. A link to a third-party website does not imply endorsement of, sponsorship by, or affiliation with that website or its operator, and you access any third-party website at your own risk. References on this Website to any publication or other company are for informational purposes only and do not constitute an endorsement, recommendation, or approval of that company or its products or services. News articles and other third-party content reflect the views of their authors and not necessarily those of STAPLE Investments.
STAPLE Investments reserves the right to monitor any and all use of this Website and the Restricted Areas. Our Privacy Policy, available at https://stapleinvestments.com/privacy/, describes the types of information we collect about visitors to this Website and how we use that information.
This Website and its content are provided on an “as is” and “as available” basis, without warranties of any kind. To the fullest extent permitted by law, STAPLE Investments disclaims all representations and warranties, express or implied, with respect to this Website and its content, including warranties of merchantability, fitness for a particular purpose, and non-infringement. Without limiting the foregoing, we do not warrant the availability, accuracy, completeness, timeliness, functionality, reliability, or speed of this Website or any information on it. Your use of this Website, and any reliance on its content, is at your own risk.
To the maximum extent permitted by law, none of STAPLE Investments or its members, managers, partners, officers, employees, or agents will be liable for any damages, liabilities, or injury, including indirect, incidental, special, exemplary, punitive, or consequential damages, or lost profits, however caused, arising out of your use of, or inability to use, this Website or these Terms of Use, even if advised of the possibility of such damages and even if any remedy fails of its essential purpose. This limitation applies to damages caused by any failure of performance, error, omission, interruption, defect, delay in operation, computer virus, line failure, or other computer malfunction. Without limiting the foregoing, in no event will the total liability of STAPLE Investments and its members, managers, partners, officers, employees, and agents to any user with respect to this Website exceed $100.
Nothing in these Terms of Use waives or limits any rights you may have under U.S. federal or state securities laws or under any other law that cannot be waived or limited by contract.
You agree to indemnify and hold harmless STAPLE Investments and its members, managers, partners, officers, employees, and agents from and against any and all claims, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from (a) your violation of these Terms of Use, (b) your misuse of this Website or any Restricted Area, or (c) your violation of any law or the rights of any third party.
STAPLE Investments may change these Terms of Use from time to time by posting a revised version on this Website and updating the “Last Updated” date above. Changes are effective when posted unless we state otherwise. Your use of this Website after changes are posted constitutes your acceptance of the revised Terms of Use, so we encourage you to review them periodically.
STAPLE Investments may modify, suspend, or discontinue this Website, or terminate your access to this Website or any Restricted Area, at any time and without prior notice.
These Terms of Use, and any dispute relating to this Website or these Terms of Use, are governed in all respects by the laws of the Commonwealth of Virginia, without regard to its conflict-of-laws principles. Any such dispute must be brought exclusively in the state or federal courts located in the Commonwealth of Virginia, and you consent to the jurisdiction of those courts. Use of this Website is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms of Use, including this section.
If any provision of these Terms of Use is held to be unlawful, void, or unenforceable for any reason, that provision will be severed from these Terms of Use and will not affect the validity and enforceability of the remaining provisions.
STAPLE Investments’ performance under these Terms of Use is subject to existing laws and legal process, and nothing in these Terms of Use limits STAPLE Investments’ right to comply with law enforcement or other governmental requests or requirements relating to your use of this Website or to information provided to or collected by STAPLE Investments in connection with that use.
No joint venture, partnership, employment, or agency relationship exists between you and STAPLE Investments as a result of these Terms of Use or your use of this Website.
These Terms of Use constitute the entire agreement between you and STAPLE Investments with respect to this Website and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, with respect to this Website. Nothing in these Terms of Use limits or supersedes any Fund’s governing documents, any subscription agreement, or any confidentiality or other written agreement between you and STAPLE Investments or a Fund, which will control in the event of any conflict with these Terms of Use. A printed version of these Terms of Use, and of any notice given in electronic form, will be admissible in judicial or administrative proceedings based on or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Any rights not expressly granted in these Terms of Use are reserved.