Legal

TERMS OF USE

Welcome to the web site (the “Site”) of Berkshire Global Advisors LP and its affiliates (collectively, “Berkshire” or “we”, “our” or “us”). By accessing or using the Site, you (as a user of the Site) agree to follow and be bound by these Terms of Use and acknowledge that they constitute a binding agreement between you and Berkshire, which governs your access and use of the Site, including any images, graphics, text, illustrations, designs, programs, video and audio clips, downloadable materials, user interfaces, information, data, tools, services and other content available from time to time on the Site (the “Content”). Please read the Terms of Use carefully. If you do not accept the Terms of Use, we do not permit your use of and access to our Site. The Terms of Use may have changed since the last time you visited our Site. Any breach by you of any of the Terms of Use will automatically terminate this agreement and your permission to access and use the Site and/or the Content (defined below).

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SITE, INCLUDING THE POLICIES AND PROCEDURES THAT ARE LINKED BELOW AND WHICH FORM PART OF THESE TERMS OF USE. EACH TIME YOU USE THE SITE, YOUR USE OF THE SITE CONSTITUTES YOUR FULL ACCEPTANCE OF AND AGREEMENT TO ABIDE BY THESE TERMS OF USE. IF YOU DO NOT ACCEPT THESE TERMS OF USE, DO NOT USE THE SITE. IF YOU DO NOT ACCEPT THESE TERMS OF USE, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

YOUR COMPLIANCE WITH THESE TERMS OF USE AND ALL OTHER RULES, PROCEDURES, POLICIES, TERMS AND CONDITIONS THAT GOVERN ALL OR ANY PORTION OF THE SITE IS A CONDITION TO YOUR RIGHT TO ACCESS THE SITE. YOUR BREACH OF ANY PROVISION OF THESE TERMS OF USE OR OTHER RULES, PROCEDURES, POLICIES, TERMS AND CONDITIONS THAT GOVERN ALL OR ANY PORTION OF THE SITE WILL AUTOMATICALLY, WITHOUT THE REQUIREMENT OF NOTICE OR OTHER ACTION, REVOKE AND TERMINATE YOUR RIGHT TO ACCESS THE SITE AND YOU WILL BE FULLY LIABLE FOR ALL CLAIMS AND CAUSES OF ACTION ARISING FROM OR RELATING TO YOUR CONTINUED USE OF THE SITE AFTER SUCH BREACH, REGARDLESS OF THE IDENTITY OF THE CLAIMANT OR INJURED PARTY.

YOUR RIGHT TO USE THE SITE IS A LIMITED RIGHT THAT BERKSHIRE MAY REVOKE AT ANY TIME AND FOR ANY REASON.

Updates

Berkshire reserves the right to make changes to the Site and these Terms of Use at any time and without any prior notice. Each time you use the Site, you should visit and review the then-current Terms of Use that apply to your use of the Site.

Ownership

The Site (including the “look and feel” of the Site) and its Content are the sole property of Berkshire, or of third parties as indicated, and are protected by United States and international copyright laws. The compilation of the Content on the Site is likewise the sole property of Berkshire and is protected by United States and international copyright laws. All product names, names of services, trademarks and service marks (“Marks”) are the property of Berkshire, or the property of their respective owners, as indicated. You may not use the Marks for any purpose whatsoever.

Any Content that is expressly made available for download from the Site is made available solely for your personal use. You may not reproduce, republish, transmit, distribute, display, modify, create derivative works from, or sell or participate in any sale or exploitation of the Content, in whole or in part.

The Site may occasionally display the content, services, products or hyperlinks of other companies or persons. Notwithstanding the presentation of any third-party information on the Site, no such presentation shall be considered an endorsement, representation or warranty, either express or implied, by Berkshire on behalf of any third party. In addition, Berkshire does not endorse, warrant or otherwise guarantee the substance of any information or services provided by third parties.

Cookies

When you use the Site, Berkshire may collect certain aggregate and non-personal information, including by using “cookies”. Cookies are small files that are placed on your computer when you visit certain web sites; most are designed to enhance your online experience by saving your preferences while you are visiting a particular site. Please see our Cookie Notice for details regarding the cookies Berkshire may use, and how you can reject or disable some or all these cookies. Please note, however, if you disable cookies used by the Site, you may not be able to take full advantage of all the Site’s features.

COOKIE NOTICE

What are cookies?

Your privacy is important to Berkshire Global Advisors LP and its affiliates (collectively, “Berkshire” or “we”, “our” or “us”) and this Cookie Notice (the “Cookie Notice”) contains information regarding how we may use “cookies” when you visit our website (the “Site”).

Cookies are small text files. When you visit the Site (and most other websites), cookies may be placed on your device’s hard drive. Each time you return to the Site, your browser can retrieve these cookies and send them the Site’s server. Our Site uses these cookies and other information available from your browser to deliver better service on your return visits and to help us improve the Site.

The information we collect from your browser, including the information provided by cookies, might be about you, your preferences or your device, and is primarily used to make the Site work as you expect it to. Cookies can give you a more personalized and satisfactory browsing experience. Some cookies will operate only for the length of a single browsing session; others are intended to function through multiple visits to the Site. Cookies do not typically identify you directly, but some of the information they collect, such as your IP address, internet service provider and location, could be used to do so. Please note that you can delete and disable our cookies any time you like (and stop any further data collection).

By continuing to use the Site without disabling cookies, you consent to the use of cookies and other tracking technologies for the purposes described below.

Why do we use cookies?

We use cookies to allow us to customize our Site, to learn about user behavior when they use the Site (such as how easily they can find what they are looking for), and to estimate the number of users vising the Site. We also use cookies on our Site to learn about the technology our users employ when they visit the Site – such as their devices, audio and video software, upload speeds, etc. – so we can keep the Site up-to-date and functioning properly. Berkshire does not sell any information that it collects by using cookies on our Site.

Your cookie preferences

Cookies are necessary for you to make full use of the features and content on our Site. If you chose to disable cookies, some of the Site’s functionality might be impaired.

Third party cookies

Please note that third parties also use cookies. The kind of cookies used by third parties (including third parties whose sites may have links on our Site) and the information they collect are subject to their privacy policies, which may not be the same as Berkshire’s. Please note that Berkshire’s Site is free from third party advertising, but we do make certain content available on the Site, such as videos, that are hosted by third parties such as Vimeo. When you access this content, the third-party host may be using its own cookies.

Removing and amending cookie preferences

If you wish to remove cookies that are placed on your device by our Site, you may delete them. You may also manage which cookies to accept and which to disable. This functionality should be built into the browser or device you are using to visit the Site. Accordingly, the instructions for removing and managing cookies will depend on which browser or device you are using. Please note, however, that withdrawing your agreement to the use of cookies on our Site may impair the functionality of the Site.

The site www.allaboutcookies.org includes instructions for managing cookies on many commonly used browsers and devices. You may also find useful information by using the “help”, “settings” or similar function in your browser or on your device.

Do not track

“Do not track” signals are preferences that users can set on their browsers to limit how their activity is tracked across online services. Our Site does not respond to “do not track” signals in your web browser.

Prohibited Uses

The Site and its Content are only for your direct personal use. In connection with such use, you are subject to the following restrictions and conditions:

The Site is not intended for distribution to or use by any person or entity who is a citizen or resident of, or located in, any jurisdiction where the distribution, publication, availability or use of the Site would be contrary to any applicable law, rule or regulation of any governmental, quasi-governmental or self-regulatory authority, or that would subject Berkshire or any of its subsidiaries or affiliates to the registration or licensing requirements of such jurisdiction.
You agree not to use any email address provided on or through the Site to send any spam, chain emails, advertising, or similar email solicitations of any kind.
You may not use the Site or its Content in any manner that violates any applicable laws, rules or regulations.
You may not delete, modify or attempt to change or alter any of the Content on the Site.
You may not provide access to the Site through any hyperlink or other link from any other web site, nor may you frame the Site within or as a portion of any other web site or page, without the express written consent of Berkshire.
You may not use the Site to post or transmit any harmful, unlawful, threatening, offensive, libelous, defamatory, obscene, abusive, pornographic or otherwise objectionable material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or that would violate any applicable law, rule or regulation.

No Offers or Reliance

Berkshire provides the Content on the Site for informational purposes only. No Content should be construed as an offer to sell or the solicitation of an offer to buy any security, or as an offer to provide any of Berkshire’s services.

Berkshire does not utilize the Site to provide investment, legal, tax, accounting or other professional advice. You should not rely on any of the Content on the Site for these purposes. In addition, while Berkshire seeks to provide accurate Content on the Site, it makes no representation or warranty regarding the accuracy or completeness of such Content (either at the time it is posted on the Site or thereafter).

Any representative transactions describe on the Site are for informational purposes only and are not necessarily indicative of Berkshire’s overall performance or of any results that Berkshire might obtain for you should you engage us.

Disclaimers

THE SITE AND ALL CONTENT ON THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. BERKSHIRE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND SECURITY AND ACCURACY, AS WELL AS ALL WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. BERKSHIRE MAKES NO WARRANTY, AND EXPRESSLY DISCLAIMS ANY OBLIGATION, THAT: (A) THE SITE WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (B) THE CONTENT WILL BE UP-TO-DATE, COMPLETE, COMPREHENSIVE, ACCURATE OR APPLICABLE TO YOUR CIRCUMSTANCES; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY CONTENT, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS.

Limitation Of Liability

UNDER NO CIRCUMSTANCES WILL BERKSHIRE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY YOU OR ANY THIRD PARTY, ARISING FROM OR RELATING TO YOUR ACCESS TO OR INABILITY TO ACCESS, OR USE OF, THE SITE OR ANY CONTENT OR SERVICES PROVIDED THROUGH OR IN CONNECTION WITH THE SITE, EVEN IF BERKSHIRE WAS ADVISED THAT SUCH DAMAGES WERE LIKELY OR POSSIBLE AND EVEN IF ANY REMEDY AVAILABLE TO YOU FAILS OF ITS ESSENTIAL PURPOSE. THIS LIMITATION ON LIABILITY APPLIES TO, BUT IS NOT LIMITED TO, THE TRANSMISSION OF ANY DISABLING DEVICE OR VIRUSES WHICH MAY INFECT YOUR EQUIPMENT OR SYSTEM, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS, UNAUTHORIZED ACCESS, THEFT, BODILY INJURY, PROPERTY DAMAGE, OPERATOR ERRORS, STRIKES OR OTHER LABOR PROBLEMS OR ANY EVENTS OF FORCE MAJEURE.

ACCESSING THE SITE, DOWNLOADING CONTENT FROM OR THROUGH THE SITE, VIEWING OR LISTENING TO CONTENT ON THE SITE THAT IS HOSTED BY THIRD PARTIES, AND FOLLOWING LINKS ON THE SITE TO THIRD-PARTY SITES IS DONE AT YOUR SOLE DISCRETION AND RISK. BERKSHIRE GIVES NO GUARANTEE THAT ANY MATERIAL ACCESSED THROUGH THE SITE WILL BE FREE FROM INFECTION, VIRUSES OR WORMS OR OTHER CODE WHICH MAY HAVE CONTAMINATING OR DESTRUCTIVE PROPERTIES. YOU ARE FULLY RESPONSIBLE FOR ENSURING THAT PROTECTIVE STEPS ARE TAKEN, SUCH AS VIRUS CHECKING, AND ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR HARDWARE OR SOFTWARE, AND ANY LOSS OF DATA, THAT MAY RESULT FROM YOUR DECISION TO ACCESS THE SITE.

SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OR EXCLUSIONS OF LIABILITY UNDER CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.

Social Media

Certain areas within the Site may link to various social media sites. These sites are accessible to other users, and any information posted on these sites can be read, collected, shared, or otherwise used by other users who access them. You are solely responsible for any information you choose to submit to these sites.

Links to social media sites from the Site may also include links to Berkshire’s social media channels, including LinkedIn. Any content Berkshire provides on such social media channels is provided for informational purposes only and, as with the Content Berkshire provides on the Site, (i) it should not be construed as an offer to sell or the solicitation of an offer to buy any security, or as an offer to provide any of Berkshire’s services, and (ii) Berkshire does not warrant the accuracy or completeness of such content. In addition, outside of its own channels, Berkshire does not control and is not responsible for any of the third-party content on such channels or on other third-party sites that may be linked to by such channels. Berkshire is not responsible for the ramifications of your use of such channels or such third-party content or sites, or for any third party’s policies or practices regarding security, privacy, use or other matters. The content on such third-party sites should not be presumed to reflect the views of Berkshire.

Security

Any attempt to compromise or tamper with the security of the Site, or to misuse the Site as part of any illegal or fraudulent activity, whether directly or through third parties, is a breach of these Terms of Use. This includes any attempt to: (a) access data not intended for you; (b) disable, remove, defeat, or avoid any security device or system; (c) probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (d) interfere with service to any user, host or network, including, without limitation, by means of submitting a virus to the Site or overloading, “flooding,” “spamming,” “mailbombing” or otherwise attempting to crash the Site or render it inaccessible to other users; (e) forge any TCP/IP packet header or any part of the header information in any email or posting; (f) use any engine, software, tool, agent or other device or mechanism (including, without limitation, browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Site other than the search engine and search agents available on the Site and other than generally available third party web browsers; (g) reverse engineer, decompile or disassemble the underlying software; (h) remove any notices, warnings, labels, annotations or instructions from any portion of the Site or any related material, including, without limitation, any patent, trademark, copyright, or other proprietary notice or license provision; or (i) otherwise invade the privacy of, obtain the identity of, or obtain any personal information about, any user of the Site.

Any violations of system or network security, including attempts to intentionally access a computer or server without authorization or at a level that exceeds 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). Berkshire 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.

Digital Millennium Copyright Act

Pursuant to the United States Digital Millennium Copyright Act (17 U.S.C. §512)(the “DMCA”), Berkshire has implemented procedures for receiving written notification of (a) claimed copyright infringement, (b) claimed violations of other intellectual property rights, or (c) content that is otherwise alleged to be illegal. How you contact Berkshire and the steps required to submit a notice are set out below and will differ depending on the nature of your notice.

Copyright Infringement. Berkshire has designated an agent to receive notices of claimed copyright infringement. If you believe in good faith that your copyright has been infringed by Content (including third-party Content) provided on or through the Site, you may submit a written notice. To be effective under the DMCA, a notice must be a written communication provided to the Berkshire’s Copyright Agent and must contain:

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 specifying the location of the material that you claim is infringing;
Your telephone number and e-mail 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 information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Please note that the notice must contain all the above information for it to be effective.

To submit a notice for copyright infringement, please complete and submit the required information to Berkshire’s copyright agent as follows:

By E-mail to: [email protected]

By Mail to:

Berkshire Global Advisors LP
Attn: Copyright Agent
527 Madison Avenue
3rd Floor
New York, NY 10022

Upon receipt of the notice containing the required information, Berkshire may:

Remove the content that is alleged to be infringing, if Berkshire has control over such content;
Forward your notice to a third-party that is providing the allegedly infringing content, along with your contact information; and/or
Take reasonable steps to promptly notify such a third-party that Berkshire has removed or disabled access to the allegedly infringing content and that such third-party may respond to your allegation.

Violation of Other Rights; Illegal Content. You may also contact us if you believe in good faith that any Content (including third-party Content) provided on or through the Site infringes your or a third party’s rights (excluding copyright infringement, which is addressed above), or if you wish to make Berkshire aware of any illegal activity related to the Site or its Content. This includes, for example, if you become aware of:

trademark infringement; or
defamatory comments or remarks.

Any notice must be in writing and contain:

A detailed description of the infringing or illegal activity including why it is infringing or illegal;
A detailed description specifying the location of the material that you claim is infringing or illegal (if applicable); and
Your name, address, telephone number and e-mail address.

The written notice should be submitted to Berkshire’s copyright agent as follows:

By E-mail to: [email protected]

By Mail to:

Berkshire Global Advisors LP
Attn: Copyright Agent
527 Madison Avenue
3rd Floor
New York, NY 10022

Upon receipt of the notice containing the required information, Berkshire may:

Remove any content that is alleged to be infringing or illegal, if Berkshire has control over such content;
Forward your notice to any third-party that is providing any content that is alleged to be infringing or illegal along with your contact information;
Take reasonable steps to promptly notify such a third-party that Berkshire has removed or disabled access to the allegedly infringing or illegal content and that such third-party may respond to your allegation; and/or
Notify the appropriate authorities of any illegal content or activity.

Indemnification

As a condition of your use of the Site, you agree to indemnify and hold harmless Berkshire and its affiliates from and against any and all liability, claims, causes of actions, damages, losses, costs and expenses, including but not limited to, attorneys’ fees, costs of suit, costs of investigation and costs of enforcement of this provision arising out of your breach of these Terms of Use.

Business Continuity Plan Summary Disclosure Statement

Berkshire has developed a Business Continuity Plan to address how we will respond to events that significantly disrupt our business. Since the timing and impact of disasters and disruptions is unpredictable, we will have to be flexible in responding to actual events as they occur. With that in mind, we are providing you with this information on our business continuity plan:

Contacting Us. If after a significant business disruption, you cannot contact us at our New York office as you usually do at 212.207.1000, please check our Site at www.berkshireglobal.com for contact information for our other office locations or for more information.

Our Business Continuity Plan. Our goal is to quickly recover and resume business operations after a significant business disruption in a manner that safeguards our employees and property, protects our books and records, and provides our clients with continued support. In short, our business continuity plan is designed to permit Berkshire to resume operations as quickly as possible, given the scope and severity of the significant business disruption.

For more information. If you have questions about our business continuity planning, you can contact us at 212.207.1000.

US, UK and Australian Regulation

United States. Berkshire provides independent financial advice and other related services, including valuations and fairness opinions, on mergers, acquisitions, financial restructurings and other corporate finance transactions. Berkshire does not hold customer accounts, conduct underwriting activities, or provide research or analyst reports. Berkshire is a member of FINRA and SIPC.

United Kingdom. The information contained on the Site has been approved for issue in the United Kingdom by Berkshire Global Advisors Limited, a wholly owned subsidiary of Berkshire Global Advisors LP, which is authorized and regulated by the Financial Conduct Authority (Registration Number 188637). Its registered office is at 11 Haymarket, 2nd Floor, London, SW1Y 4BP. Berkshire Global Advisors Limited is registered in England and Wales (Company Registration Number: 3615526) and its VAT registration number is GB 749 0594 01.

Berkshire Global Advisors Limited is subject to the FCA rules and guidance, details of which can be found on the FCA’s website at www.fca.org.uk. The FCA regulates the financial services industry in the United Kingdom and is located at 12 Endeavour Square, London E20 1JN.

Australia. The information contained on the Site has been approved for issue in Australia by Berkshire Capital Australia Pty Ltd (ABN 53 619 895 920), which is licensed and regulated by the Australian Securities Investments Commission (AFSL: 504088). The registered office of Berkshire Capital Australia Pty Ltd is located at Level 9, 28 Margaret Street, Sydney NSW 2000. For users in Australia only: The information on this Site is only for investors who qualify as wholesale clients under section 761G of the Corporations Act 2001 (Cth) or to any other person who is not required to be given a regulated disclosure document under the Corporations Act. The material on the Site is provided for information purposes only, and neither access to the Site nor any material on the Site is an offer or solicitation for the purchase or sale of any financial product or financial service. Such material does not take into account the investment objectives, financial situation or needs of any prospective investor.

General

The information on the Site may contain typographical errors or inaccuracies and may not be complete or current. Berkshire reserves the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice to you.

Berkshire may modify these Terms of Use from time to time and at any time, such modifications to take effect immediately upon the posting thereof on the Site. The terms of your agreement with us when you use the Site are severable to the extent any term is deemed invalid, illegal, or unenforceable.

The failure of Berkshire to enforce any term or condition of these Terms of Use shall not be deemed a waiver thereof and shall not prevent its later enforcement.

Nothing contained in these Terms of Use is intended to modify or amend any other agreement you may have with Berkshire. In the event of any inconsistency between these Terms of Use and any such other agreement, the other agreement will control.

These Terms of Use are governed by the laws of the State of New York, without regard to its conflict of laws principles. Jurisdiction for any claims arising under these Terms of Use shall lie exclusively with the state and federal courts located within New York, New York, except that, to the extent that you have or are threatening to violate, infringe or otherwise misappropriate any intellectual property rights of Berkshire (or the intellectual property rights of any third parties made available on this Site), Berkshire may also seek injunctive or other appropriate relief in any other jurisdiction and venue permitted by law. You expressly consent to service of process in any action relating hereto by registered mail or by any other means provided by law. If any provision of these Terms of Use is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect.