Terms of Use and Disclaimers
These Terms of Use constitute a legally binding agreement between FFL Partners, LLC and its affiliates (together, “FFL,” “our,” “us,” “we” or “company”) and you, the user of https://www.fflpartners.com/ (the “Site”). By accessing the Site, you acknowledge that you have read and agree to these Terms of Use. These Terms of Use govern your use of the Site. Please read these Terms of Use carefully. If you do not agree with any of the terms and conditions contained herein, please do not access the Site.
FFL reserves the right to amend these Terms of Use in its sole discretion. FFL will post any changes to these Terms of Use on the Site, and changes are effective immediately upon posting. Your continued use of the Site after any such changes constitutes your acceptance of the new terms and conditions. You should consult the “Terms of Use” bar on the Site each time you visit the Site.
The Site is offered and available to users who are 18 years of age or older. By using the Site, you represent and warrant that you are of legal age to form a binding contract with FFL. If you do not meet all of these requirements, you must not access or use the Site.
Purpose of the Site; Not Investment Advice; No Recommendations
The information presented on or through the Site is made available solely for informational purposes in relation to FFL and its financing capabilities for prospective portfolio companies. FFL does not warrant the accuracy, completeness, or usefulness of any information on the Site. Any reliance you place on such information is strictly at your own risk. FFL disclaims all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone who may be informed of any of its contents.
This Site is not intended to provide legal, business, tax, accounting, investment, or other advice. You agree not to construe any of the Content (as defined below) provided in connection with the Site as legal, business, tax, accounting, investment, or other advice. You agree that the Content provided in connection with the Site does not, and shall not be deemed to, constitute an offer to sell, or a solicitation to any person to buy, any security or similar investment. You understand that none of the Content constitutes a recommendation that you or any other person purchase, sell or hold any security, company, investment product or similar investment, or that you should pursue any investment strategy, and the Content is not to be relied upon for the purpose of making investment or other decisions. In addition, you understand and agree that all Content provided in connection with the Site is published without consideration of your individual circumstances, financial, or otherwise. Accordingly, you agree that you are solely responsible for any investment decisions or other determinations made, including, the evaluation of any investment or other risks, with respect to any of the Content provided in connection with the Site. You agree to consult your own professional advisors as to any legal, business, tax, accounting, financial, or other advice regarding any Content provided in connection with the Site.
Regulatory Disclosures
FFL does not solicit or make its services available to the public. Any past performance information on the Site is not necessarily indicative, or a guarantee, of future results. See also “Portfolio Companies” below.
Certain information contained on this Site constitutes “forward-looking statements.” All forward-looking statements represent only the intent and belief of FFL as of the date such statements were made. None of FFL or any of its affiliates (i) assumes any responsibility for the accuracy and completeness of any forward-looking statements or (ii) undertakes any obligation to disseminate any updates or revisions to any forward-looking statement contained on the Site to reflect any change in their expectation with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Due to various risks and uncertainties, actual events or results may differ materially from those reflected or contemplated in such forward-looking statements.
This website identifies a number of benefits inherent in FFL’s services and operations, although FFL is also subject to a number of material risks associated with these benefits. FFL believes that FFL and its personnel and Operating Team (as defined below) used, employed or retained by FFL will have competitive advantages in identifying, diligencing, monitoring, consulting, and improving, and ultimately selling portfolio companies; however, there can be no guarantee that FFL will be able to maintain such advantages over time, outperform third parties or the financial markets generally, or avoid losses.
FFL is registered with the U.S. Securities and Exchange Commission as an investment adviser, which does not imply a certain level or skill or training.
Privacy Policies
In addition to these Terms of Use, your use of and access to the Site is also subject to our Website Privacy Policy (the “Privacy Policy”), Privacy Notice at Collection Supplement for California Residents (the “CA Privacy Policy”) and our Privacy Notice Supplement for EU Residents (the “EU Privacy Policy”), which are incorporated by reference herein, as applicable. Our Privacy Policy, our CA Privacy Policy and our EU Privacy Policy contain additional terms relating to our potential collection, use and disclosure of your personal information, as applicable. You agree that you have read, agreed to and understand our Privacy Policy, CA Privacy Policy and EU Privacy Policy, as applicable.
User Accounts
If you choose, or are provided with, a username, password or any other piece of information as part of FFL’s security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Site or portions of it using your username, password or other security information. You agree to notify FFL immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
FFL has the right to disable any user at any time in FFL’s sole discretion for any or no reason, including if, in FFL’s opinion, you have violated any provision of these Terms of Use.
Ownership
The trade names, trademarks, service marks, trade dress, logos and other indicia of source (collectively, “Marks”) found on the Site and any and all information and content available through the Site (including strategies, policies, business plans, research, concepts, and other information (collectively, the “Content”)) are proprietary to FFL or its licensors and are protected by intellectual property rights and unfair competition and other laws. You may not use any Mark or Content without the express written permission of the owner (whether FFL or otherwise), and nothing contained in these Terms of Use or anywhere on the Site shall be construed as granting any license or right to use any Mark or Content.
PORTFOLIO COMPANIES
Portfolio company information presented on this Site may contain the opinions of past and present FFL portfolio company executives and are intended to be viewed by potential portfolio company executives. Portfolio company information presented herein is for illustrative purposes only. Portfolio companies have been selected in order to provide examples of the types of investments made by FFL and do not purport to be a complete list thereof. The portfolio company information presented herein include investments that align with the current strategy of FFL, namely, to invest exclusively in Healthcare and Tech-Enabled Services Sector Exploration & Expertise Development (“SEED”). FFL makes no representation or warranty as to the accuracy or completeness of the information presented here. It should not be assumed that the portfolio companies discussed in these case studies were profitable or that future portfolio companies will be comparable in quality or performance. Past performance is not necessarily indicative, or a guarantee, of future results. Under no circumstances should any portfolio company information be construed as an offer to sell, or a solicitation to buy, any security or as opinions regarding the provision of investment advisory services by FFL. Further, portfolio company information included herein should not be construed as a recommendation of any particular investment or security.
Third Party Awards, Ratings and Designations
The awards, ratings and designations presented on this website are the opinion of the respective parties conferring the certification, award, rating or designation and not of FFL. The awards do not reflect the experience of any client and is not based on, or indicative of investment returns. There can be no assurance that other providers or surveys would reach the same conclusions as the foregoing.
BluWave Top Private Equity Innovator Recognition – The award was bestowed by BluWave in consultation with investors, investment bankers, and other thought leaders in the private equity ecosystem. BluWave evaluated firms by assessing their proactive due diligence practices, transformative value creation, modern private equity firm operations and corporate citizenship. BluWave reviewed more than 5,000 PE firms in the U.S. and Canada and granted the award to 82 PE firms. FFL did not pay a fee for the award. FFL is not affiliated with BluWave. For more information about BluWave’s awards and selection process, please visit its website: https://www.bluwave.net/awards/.
FFL Operating Team
Any fees, compensation (including incentive equity), reimbursements or other amounts received by FFL Operating Partners and Operating Advisors (collectively, the “Operating Team”) generally will be paid by a portfolio company or prospective portfolio company and/or the applicable FFL Fund and do not offset such FFL Fund’s management fee. Accordingly, the fees and expenses of Operating Team members are not covered by the FFL Fund’s management fee and will not otherwise reduce the management fee. There can be no assurance that no other service provider is more qualified to provide such services or could provide such services at a lesser cost. Similarly, there can be no assurance that FFL Operating Team services will be deployed on behalf of a portfolio company, or if deployed, that they will lead to investor returns. Operating Team members may not be exclusive to FFL.
Environmental, Social and Governance (“ESG”)
FFL maintains an ESG policy and intends to apply that policy to certain Funds’ investment activities, consistent with and subject to its fiduciary duties and applicable legal, regulatory and contractual requirements. Depending on the investment, certain ESG factors, such as product environmental and conservation considerations, corporate governance and employee relations, could have a material effect on the return and risk of the investment. FFL endeavors to consider material ESG factors in connection with its investment activities. However, the act of selecting and evaluating material ESG factors is subjective by nature, and there is no guarantee that the criteria utilized or judgment exercised by FFL or a third-party ESG specialist will reflect the beliefs or values, internal policies, or preferred practices of any particular Limited Partner or other asset managers or reflect market trends. Although FFL believes its ESG policy will enhance and protect the performance of the Portfolio companies in which a Fund invests over the long term, FFL cannot guarantee that its ESG program will positively impact the financial or ESG performance of any individual investment or any Fund as a whole. Similarly, to the extent FFL or a third-party ESG specialist engages with portfolio companies on ESG-related practices and potential enhancements thereto, there is no guarantee that such engagements will improve the financial or ESG performance of the investment. Successful engagement efforts on the part of FFL or a third-party ESG specialist will depend on the relevant General Partner’s skill in properly identifying and analyzing material ESG and other factors and their value, and there can be no assurance that the strategy or techniques employed will be successful. In addition, the General Partner’s ESG programs and policies may change over time. FFL is permitted to determine in its discretion that it is not feasible or practical to implement or complete certain of its ESG initiatives based on cost, timing or other considerations. It is also possible that market dynamics or other factors will make it impractical, inadvisable or impossible for the Manager to adhere to all elements of the General Partner’s investment strategy, including with respect to ESG considerations, whether with respect to one or more individual investments or to the Fund’s portfolio generally. Similarly, in evaluating a company, FFL often depends upon information and data provided by the company or obtained via third-party reporting or advisors, which may be incomplete or inaccurate and could cause FFL to incorrectly assess the company’s ESG practices and/or related risks and opportunities. Further, FFL does not independently verify all ESG information it receives from investments or third-party advisors or data sources, and it may decide in its discretion not to utilize, report on, or consider certain information provided by such investments. Any ESG-related statements, initiatives and goals with respect to FFL’s investment strategy, portfolio and investments are aspirational and not guarantees or promises that all or any such initiatives and goals will be achieved, other than as set out in any applicable regulatory disclosures, including those made pursuant to Regulation (EU) 2019/2088. Any ESG measures, targets, programmes, commitments, incentives, initiatives, or benefits referenced are not promoted to investors and do not bind any investment decisions or the management or stewardship of any funds advised or managed by FFL for the purpose of Regulation (EU) 2019/2088 unless otherwise specified in the relevant fund documentation or regulatory disclosures. FFL makes no representation or warranty, express or implied, with respect to the accuracy, fairness, reasonableness, fitness for use, or completeness of any of the information contained herein, and expressly disclaims any responsibility or liability therefor. Although FFL will endeavor to present material ESG reports to investors, the issuance of such reports will be based on its sole and subjective determination of whether a material ESG issue has occurred in an investment. Further, FFL is not obligated to produce such reports. Any ESG reporting will be provided in FFL’s sole discretion.
Further, ESG integration and responsible investing practices as a whole are evolving rapidly and there are different principles, frameworks, methodologies, and tracking tools being implemented by asset managers, and FFL’s adoption of and adherence to such principle, frameworks, methodologies, and tools may vary over time. For example, FFL’s status as a PRI signatory does not necessarily mean that the General Partner will gradually improve its ESG program or process over time, reduce ESG-related risk or otherwise create positive ESG outcomes through its investment activities. FFL pays an annual fee for all certifications. There can be no assurance FFL will maintain any rating or certifications. For more information on the certification criteria of the UNPRI, please visit https://www.unpri.org/pri/about-the-pri. There can be no guarantee that FFL will continue to be a PRI signatory in the future or of any other initiative or similar industry frameworks.
Third-Party Links
From time to time, FFL may provide links from this Site to websites operated by third parties. FFL’s decision to do so is in no way an endorsement of these sites. FFL does not monitor, edit or control such third-party sites and is not responsible in any way for the suitability of their content or for the quality of the products or services offered therein. Your choice to follow links to such websites is at your sole risk. When you click on a link to another website you will be leaving the Site. If you have any questions regarding a linked site, please direct them to the administrator of the relevant site. FFL reserves the right to terminate any link at any time.
Disclaimer of Warranties
THE SITE AND CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND, TO THE MAXIMUM EXTENT PERMITTED UNDER LAW, PROVIDED WITHOUT WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY FFL, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SITE, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. FFL FURTHER DOES NOT REPRESENT OR WARRANT THAT THE SITE OR CONTENT WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE OR ERROR- FREE. YOU ACKNOWLEDGE THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SITE REMAINS WITH YOU TO THE MAXIMUM EXTENT PERMITTED UNDER LAW.
Limitation of Liability
FFL DOES NOT ASSUME ANY LIABILITY OR RESPONSIBILITY FOR THE SITE OR THE CONTENT. TO THE FULLEST EXTENT PERMITTED BY LAW, FFL IS NOT LIABLE TO YOU OR ANYONE ELSE FOR ANY CLAIM OF ANY NATURE WHATSOEVER BASED ON (1) THE SITE OR THE CONTENT, INCLUDING ANY DECISION MADE OR ACTION TAKEN IN RELIANCE ON THE CONTENT OR ANY FEATURE OF THE SITE OR (2) YOUR BREACH OF ANY PROVISION OF THESE TERMS OF USE.
UNDER NO CIRCUMSTANCES WILL FFL BE LIABLE FOR ANY DAMAGES OR LOSSES (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, LOST REVENUES, LOST PROFITS, LOSS OF BUSINESS, LOSS OF DATA OR ANY OTHER DAMAGES OR LOSSES) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR YOUR USE OF ANY SERVICE OR CONTENT, REGARDLESS OF THE THEORY OF LIABILITY, WHETHER TORT (INCLUDING NEGLIGENCE OF ANY KIND), CONTRACT OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF THE DAMAGES OR IF THE DAMAGES COULD HAVE BEEN FORESEEN.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Indemnity
You agree that you will be solely responsible for, and that you will defend, indemnify and hold FFL, its parents, subsidiaries and other affiliates and each of their respective officers, directors, agents, employees and representatives harmless from and against any and all claims, demands, liabilities, costs or expenses, including reasonable attorneys’ fees, resulting from your violation of these Terms of Use or otherwise resulting from your use of the Site. FFL reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which it is entitled to indemnification, but you must still indemnify FFL for all liabilities, losses, or damages. You agree to provide FFL with whatever cooperation it reasonably requests.
Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED, UNLESS OTHERWISE REQUIRED BY LAW.
Miscellaneous
You may not assign or otherwise transfer these Terms of Use or your rights or obligations under it without FFL’s prior written consent, and any attempted assignment or other transfer in violation of this provision shall be null and void. FFL may assign these Terms of Use or any rights under these Terms of Use without your content and without notice. Nothing in these Terms of Use may be used to construe you and FFL as joint venturers, co-employers, partners, or agents of each other, and neither you nor FFL has the power to obligate or bind the other in any way whatsoever. Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of these Terms of Use shall nonetheless remain in full force and effect. The failure of FFL at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing. These Terms of Use shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its conflict of law rules. Any legal proceeding arising out or relating to these Terms of Use against or relating to FFL or any indemnified party under these Terms of Use will be subject to the exclusive jurisdiction of any state or federal court sitting in San Francisco, California and you irrevocably consent to the jurisdiction of such courts. The terms and conditions set forth in these Terms of Use and any agreements included or referred to in these Terms of Use constitute the final, complete and exclusive agreement with respect to the Site and may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms.
Headings and captions throughout these Terms of Use are for convenience only and should not be considered part of these Terms of Use. The word “including” means “including without limitation.”
If you have any questions or concerns about these Terms of Use or any issues raised in these Terms of Use or on the Site, please contact FFL’s compliance team at [email protected].