PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THE WEBSITE. By using the website, you acknowledge that you have read these terms and conditions of use and you agree to be bound by them without limitation or qualification. If you do not agree to these terms and conditions of use, you do not have our consent and should exit the website immediately. Praesidium reserves the right, at its discretion, to change, modify, add or remove portions of these terms at any time. Therefore, we suggest that you review these terms periodically for changes. By using the website after we have posted changes to these terms and conditions of use, you are agreeing to be bound by these terms as amended.
Terms and Conditions of Use
Praesidium Investment Management Company, LLC, along with its affiliates and service providers (collectively referred to herein as “Praesidium” “we” or “us”), provide the information on this website (the “website”) as a service to our investors and other visitors to be used for informational purposes only. This agreement on the Terms and Conditions of Use (this “Agreement”) describes the terms and conditions under which Praesidium will permit persons who visit this website to use the site and the services that we make available on or through it (the “Services”), including, without limitation, (i) persons who are authorized to use specified secure areas of this site (“Authorized Users”) and (ii) other persons who visit the website but who are not authorized to use such secure areas (Authorized Users and other visitors collectively referred to as “you”). Please read this Agreement carefully and refer to it as often as necessary. This Agreement provides all of the applicable Praesidium requirements and comprises the entire agreement between you and Praesidium with respect to the website and the Services.
- ACCEPTANCE OF TERMS THROUGH USE; ACKNOWLEDGEMENTS AND DISCLOSURES
By using the website, you signify your agreement to all terms, conditions, disclosures and notices contained or referenced in this Agreement. If you do not agree to this Agreement, you are not permitted to use the website. Praesidium reserves the right, at its discretion, to update or revise this Agreement. Please check this Agreement periodically for changes. Your continued use of the website following the posting of any changes to this Agreement constitutes acceptance of those changes.
You acknowledge that the information, materials, products and Services on this website are subject to change. Not all products and Services are available in all geographic areas. Your eligibility for particular products and Services is subject to determination by and the approval of Praesidium.
You acknowledge that investment products and Services available through Praesidium (i) are not FDIC-insured, (ii) are not deposits or obligations of, or guaranteed by, any bank, and (iii) involve investment risks, including: performance can be volatile, and an investor could lose a substantial amount of his or her investment. Our strategies may use leverage. The investor does not retain any trading authority over assets placed with us. Our strategy is not intended, by itself, to provide an investor with an investment program that is diversified or otherwise tailored to suit any investor’s overall investment needs. An investor’s account may not be liquid or transferable. Fees and expenses may offset trading profits. We may be subject to certain conflicts of interest.
You understand that the information contained herein does not constitute a distribution, an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction in which such distribution or offer is not authorized. In particular, the information herein is not for distribution and does not constitute an offer to sell or the solicitation of any offer to buy any securities in the United States (“US”) to or for the benefit of any US person (being residents of the US or partnerships or corporations organized under the laws of the US).
While the material on this website is often about investments, none of it is offered as investment advice. For members of the public, this means that neither the receipt nor the distribution of information though this website constitutes the formation of an investment advisory relationship, or any similar client relationship. No information in this website constitutes investment, legal, tax or other advice nor is it to be relied upon in making an investment decision. Subscriptions for shares or interests in any Praesidium portfolio, fund or other investment product will only be made on the basis of the current relevant prospectus, offering circular or other offering document. Any broker, agent, investment advisor, financial planner or other financial intermediary using this website remains solely responsible for protecting the interests of its clients in connection with any communication via this website.
The Praesidium website may contain performance and other data. Unless otherwise specified (i) all figures are estimated and unaudited, (ii) net results reflect the net realized and unrealized returns after deduction of all operational expenses (including brokerage commissions), management fees and incentive compensation, and (iii) performance data assume reinvestment of all distributions. Actual returns will vary from one investor to the next. Past performance is not necessarily indicative of future results and investors risk loss of their investment. Management team quotes made available on the website do not include feedback from all management teams held in Praesidium’s portfolio and are not endorsements of Praesidium’s investment advisory services. There is no assurance that all management teams will view Praesidium’s private equity approach positively. No assumptions should be made that effective collaborations with management teams indicate that Praesidium’s investment recommendations or decisions were profitable. Additionally, it should not be assumed that any mention on the Praesidium website, or any linked materials, of an increase in operating margins, cash flow or value of companies or the share prices of the securities mentioned indicate that the investment recommendations or decisions that Praesidium made or may make in the future were or will be profitable. Past performance is not indicative of future returns. There is no guarantee that Praesidium will be successful in achieving its investment objectives.
Investors should seek financial advice regarding the appropriateness of making any investments discussed in this website and should understand that statements regarding future prospects may not be realized. Investors should note that income from such investments may fluctuate and that the value of each investment may rise or fall. Accordingly, investors may receive back less than originally invested. Past performance is not necessary a guide to future performance.
This website may contain forward-looking statements on our current expectations and projections about future events. Statements that are predicative in nature, that depend upon or refer to future events or conditions or that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “thinks,” and similar expressions are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results and performance to be materially different from any future results or performance expressed or implied by these forward-looking statements. These factors include, among other things, those matters discussed as “Risk Factors,” in our materials, as well as (i) general economic and business conditions; (ii) new governmental regulations and changes in, or the failure to comply with existing governmental regulation, (iii) legislative proposals that impact our industry or the way we do business, (iv) competition, and (v) our ability to attract and retain qualified personnel.
Although we believe that these statements are based upon reasonable assumptions, we can give no assurance that our goals will be achieved. Given these uncertainties, prospective investors are cautioned not to place undue reliance on these forward-looking statements. We assume no obligation to update or revise any forward-looking statements contained on the Praesidium web site or provide reasons why actual results may differ.
The quotes from management teams of prior portfolio companies on this website were specifically solicited by Praesidium for inclusion in materials. It should be noted that Praesidium did not seek quotes from all prior portfolio companies and therefore the quotes do not reflect the opinion of all relevant management teams. Praesidium also did not seek quotes from any currently held portfolio company management teams. Some of the quotes included in this presentation, including from Culp, Inc. and JDA Software Group, Inc., came from portfolio companies where Praesidium actively sought to effect change or influence the management of the portfolio company. In the case of each of (1) Epicor Software Corporation, (2) Thor Industries, Inc., and (3) Waters Corporation, Praesidium’s clients collectively owned less than 5% of the total outstanding stock of each such company. In the case of Culp, Inc., Praesidium made Section 13D filings and its clients collectively owned more than 5% of the total outstanding stock of such company. In the case of each of (1) Comfort Systems USA, Inc., (2) JDA Software Group, Inc., and (3) Meadow Valley Corporation, Praesidium made Section 13G filings and its clients collectively owned more than 5% of the total outstanding stock of each such company. In the case of JDA Software Group, Inc., Praesidium subsequently made Section 13D filings.
- USER CONDUCT
If you are an Authorized User, your user name and password will be your identity for purposes of interacting with the website. You will use your password solely in accordance with this Agreement and notify Praesidium if you learn of or suspect any loss, theft or unauthorized use of your password.
You agree not to use the website for any unlawful purpose. You agree not to attempt to gain access to any area of the website and any information for which you have not previously received authorization in writing. You also acknowledge and agree that Praesidium has put into place security measures designed to prevent unauthorized access to the information of other Authorized Users, and should you gain access to any information for which you have not received prior authorization, you will not view, download, print, harvest or collect, or attempt to view, download, print, harvest or collect, any such information. You also agree that you will not upload or attempt to upload any content (including text, communications, software, images, sounds, data, or other information) that contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party.
You acknowledge and agree that, although Praesidium has implemented and uses its best efforts to maintain security measures designed to prevent the unauthorized access by visitors and other Authorized Users to the information that you are authorized to access and use, no security measures are available that can be 100% guaranteed to prevent such unauthorized access. Praesidium therefore does not warrant that such security measures will prevent such unauthorized access in each and every instance.
You further agree that you will not harvest or collect, or attempt to harvest or collect, information about other Authorized Users and other visitors to the website or use such information for the purpose of transmitting or facilitating transmission of unsolicited bulk electronic mail or communications.
- THIRD PARTY SITES
The website may link you to other sites on the Internet. These sites may contain information or material that some people may find inappropriate or offensive. These other sites are not under the control of Praesidium, and you acknowledge that Praesidium is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites. The inclusion of such a link does not imply endorsement of the site by Praesidium or any association with its operators.
- PROPRIETARY RIGHTS
You acknowledge and agree that all content and materials available on the website are protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws. Except as may be expressly authorized by Praesidium under a separate written agreement, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from such materials or content. Notwithstanding the foregoing sentence, and unless Praesidium grants you broader rights under such separate written agreement, you are granted a limited license to print or download one copy of the materials or content on the Website on any single computer for your personal, non-commercial use, provided you keep intact all copyright and other proprietary notices; subject, however, to any express terms and conditions displayed with such materials or content. Systematic retrieval of data or other content from the website to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from Praesidium is prohibited. In addition, use of the content or materials for any purpose not expressly permitted in this Agreement is prohibited. Except as expressly provided above, all rights are reserved.
As discussed above, reproduction, copying, or redistribution for commercial purposes of any materials or design elements on the website is strictly prohibited without the express written permission of Praesidium or as provided in a separate written agreement with Praesidium. Among other things, except to the extent required for the limited purpose of reviewing material on the website, electronic reproduction, adaptation, distribution, performance or display is prohibited. Use of any of Praesidium’s trademarks as metatags on other websites is also strictly prohibited. You may not display this website in frames (or any of the content or materials via in-line links) without our express written permission. Permission to use certain content or materials in a manner prohibited by this Section 5 is granted only when certain limited criteria are met.
All information collected in the course of your using the website or otherwise, including any individual logging or click-stream data gathered in course of navigating the website, is strictly for internal purposes and will be kept confidential at all times. We may capture and record information on our server logs from your browser when you interact and use the website including your IP address, cookie information and the page(s) you request regarding your IP address generally for use in administering the website, customizing the content you see, fulfilling your requests for certain services and information, and contacting you. Cookies are alphanumeric identifiers that we may transfer to your computer hard drive through your web browser to enable our systems to recognize that browser. Your IP address may be used to help identify you and your patterns and processes and to gather broad demographic and current interest information that we may then use for generic reports posted on the website.
We collect nonpublic personal information about our clients from the following sources:
- Information we receive from a client’s completed application or other form, as well as from written and electronic correspondence and telephone contacts with the client. This includes information such as name, address, social security number, assets, income, net worth, copies of financial documents and other information deemed necessary to evaluate the client’s financial needs.
- Information about a client’s transactions with us, our affiliates, or others; and
- Information we may receive from a consumer reporting agency.
We do not disclose any nonpublic personal information about our prospective, existing or former client to anyone, except as permitted or required by law and regulation.
We restrict access to nonpublic personal information about our clients to those employees and agents who have been advised as to the proper handling of such information and who need to know that information in order to provide services to our clients. We may also disclose such information to our affiliates and to service providers and financial institutions that provide us with services. We will require such third party service providers and financial institutions to protect the confidentiality of the clients’ nonpublic personal information and to use the information only for purposes for which it is disclosed to them. We may also disclose nonpublic personal information to regulatory authorities as required or permitted by applicable law. We maintain physical, electronic, and procedural safeguards that comply with federal standards to safeguard the clients’ nonpublic personal information and which we believe are adequate to prevent unauthorized disclosure of such information.
We do not otherwise provide information about current, former and prospective individual clients to outside firms, organizations or individuals except at the client’s request or to attorneys, accountants and auditors of any current, former and prospective individual client.
- DISCLAIMER OF WARRANTIES
ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE WEBSITE (THE “CONTENT”) ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE. THE CONTENT IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. PRAESIDIUM AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE WEBSITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; THAT UNAUTHORIZED ACCESS TO OR MISAPPROPRIATION OF THE CONTENT WILL NOT OCCUR; OR THAT THE CONTENT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE WEBSITE IS SOLELY AT YOUR RISK. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU.
- LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES WILL PRAESIDIUM, ITS SUBSIDIARIES, OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE WEBSITE, OR THE UNAUTHORIZED ACCESS TO OR THE MISAPPROPRIATION OF ANY CONTENT MADE AVAILABLE ON OR THROUGH THE WEBSITE. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF PRAESIDIUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, PRAESIDIUM’S LIABILITY IN SUCH JURISDICTIONS WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
Upon a request by Praesidium, you agree to defend, indemnify, and hold harmless Praesidium, its subsidiaries and other affiliated companies, and the employees, contractors, officers, and directors of each of them from all liabilities, claims, and expenses, including attorney’s fees, that arise from your use or misuse of the Website. Praesidium reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Praesidium in asserting any available defenses.
- INTERNATIONAL USE
Praesidium makes no representation that materials on the website are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access the website from other locations do so on their own initiative and are responsible for compliance with local laws.
- CHOICE OF LAW AND FORUM
This Agreement will be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules. You expressly agree that the exclusive jurisdiction for any claim or action arising out of or relating to this Agreement or your use of the website will be filed only in the state or federal courts located in the State of New York, and you further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.
- DISPUTE RESOLUTION
All disputes arising out of or relating to this Agreement or your use of the website (“Disputes”) will be settled by final and binding arbitration conducted in New York, New York, by a neutral arbitrator, in accordance with this Agreement and the then-current commercial arbitration rules of the American Arbitration Association. Each party will bear its own expenses, except that the prevailing party may recover the filing costs and the expenses of the arbitrator from the other party. Any award of the arbitrator will be in writing and will state the reasons for the award. Judgment upon an award may be entered in any court having competent jurisdiction. The arbitrator will not have the power to order pre-hearing discovery of documents or the taking of depositions, but may compel attendance of witnesses and the production of documents at the hearing. The parties, their representatives and participants and the arbitrator will hold the existence, content and result of the arbitration in confidence, except to the limited extent necessary to enforce a final settlement agreement or to obtain or enforce a judgment on an arbitration decision and award. Any Disputes relating to your failure to pay billed charges for the Services are exempt from the requirement of binding arbitration. You agree that Praesidium will be entitled to obtain preliminary injunctive relief to enforce any of the terms of this Agreement against you pending a final determination in arbitration.
- SEVERABILITY AND INTEGRATION
Unless otherwise specified herein, this Agreement under which you are authorized to use the Services constitutes the entire agreement between you and Praesidium with respect to the website and the Services, and supersedes all other prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and Praesidium with respect to the website and the Services. If any part of this Agreement is held invalid or unenforceable, that portion will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions will remain in full force and effect.
Praesidium reserves the right, in its sole discretion, to terminate your access to all or part of the Website, with or without notice.
Revised April 2020