Terms and Conditions

AGREEMENT TO TERMS OF USE

Please read the following terms and conditions (“Terms of Use”) before using the Parsifal Capital Management LP (“Parsifal”) website (the “Website”). Your access to and use of the Website is subject to these Terms of Use and all applicable laws and regulations. The Terms of Use constitute a legal agreement between you and Parsifal. The Website is available only to, and may only be used by, individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, the Website is not available to persons under age 18. By accessing and using the Website, you accept, without qualification, these Terms of Use. If you do not approve and accept these Terms of Use without qualification, you should exit the Website immediately.

PERSONAL AND NON-COMMERCIAL USE LIMITATION

The Website is for your personal and non-commercial use. Parsifal grants you a non-exclusive, non-transferable and limited personal license to access and use the Website, conditional on your continued compliance with these Terms of Use. You may not modify, copy (except as set forth in this paragraph), distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, products or services obtained from the Website. You may not link other websites to the Website without Parsifal’s prior written permission. You may print one hard copy of the information and download one temporary copy of the information into one single computer’s memory solely for your own personal, non-commercial use and not for distribution, provided that all relevant copyright, trademark and other proprietary notices are kept intact. You may not access any password protected portion of the Website unless you received a password from and are authorized by Parsifal. You may not allow others to use your user name or password to access or use any part of the Website (other than your qualified legal, tax or financial advisor). If your password has been compromised for any reason, you should contact Parsifal immediately for a new password. If you provide your password to any third party, you will be solely responsible for any actions taken by such third party using your password. All information on the non-public (i.e., password-restricted) areas of the Website is confidential and private and you may not disclose or distribute such information to any other person for any purpose and is made available solely for your personal use in connection with your investment activities.

You are prohibited from using the Website to advertise or perform any commercial solicitation. You also are prohibited from using any robot, spider, scraper or other automated means to access the Website for any purpose without the prior written permission of Parsifal. You may not take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure, interfere or attempt to interfere with the proper working of the Website or any activities conducted on the Website, or bypass any measures that we may use to prevent or restrict access to the Website. Any rights not expressly granted herein are reserved.

NO ADVICE, OFFERS OR SOLICITATIONS

You acknowledge that the information contained in the Website is not and should not be construed as legal, tax, accounting or investment advice (including any advice concerning the suitability or profitability of any security or investment). The information in the Website should not be construed as Parsifal’s endorsement, recommendation or sponsorship of any company. There are inherent risks in relying on, using or retrieving any information found on the Website, and Parsifal urges you to make sure that you understand these risks before relying on, using or retrieving any information on the Website. You acknowledge that the information contained on the Website is not and should not be construed as an offer or solicitation of any kind to buy or sell any securities or other financial instruments. Any such offer can and will be made by means of a Confidential Offering Memorandum and related Subscription Documents of each such investment fund and only to investors that meet the investor suitability and sophistication requirements of each such investment fund, including qualifying as accredited investors within the meaning of the Securities Act of 1933, as amended. USERS SHOULD CONSULT WITH AND SEEK PROFESSIONAL ADVICE FROM, THEIR OWN ATTORNEYS, ACCOUNTANTS AND FINANCIAL ADVISORS WITH RESPECT TO THEIR INDIVIDUAL CIRCUMSTANCES AND NEEDS.

PERFORMANCE

Past performance is no indication of future performance, and nothing on the Website should be interpreted to state or imply otherwise. There can be no assurances that investors will have returns on invested capital similar to the returns presented because of, among other reasons, differences in economic conditions, regulatory climate, portfolio size, leverage, expenses and structure, as well as investment policies and techniques.

An investment in the funds managed by Parsifal is speculative and involves a high degree of risk. Parsifal will employ certain trading techniques such as short selling and the use of leverage which may increase the risk of investment loss. As a result, performance may be volatile and an investor could lose all or a substantial amount of his or her investment. Further, the funds managed by Parsifal have substantial limitations on an investor’s ability to redeem or transfer their shares, and there is no secondary market for an interest in the funds and none is expected to develop. Finally, the funds’ fees and expenses may offset trading profits. These risks and other important risks are described in detail in a Confidential Offering Memorandum available for each of the funds. Prospective investors are strongly urged to review the relevant Confidential Offering Memorandum and related Subscription Documents carefully, and consult with their own financial, legal and tax advisors before making an investment in the funds.

Certain of the performance information presented is estimated, unaudited and is subject to adjustment.

TRUTHFUL INFORMATION

As a condition to your use of the Website, you represent and warrant to, and agree with Parsifal that any and all of the information that you provide shall be truthful, accurate and complete.

DISCLAIMERS

THE INFORMATION, SOFTWARE AND SERVICES PUBLISHED ON THIS WEBSITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. DUE TO VARIOUS FACTORS, INCLUDING THE INHERENT POSSIBILITY OF HUMAN AND MECHANICAL ERROR, THE ACCURACY, COMPLETENESS, TIMELINESS AND CORRECT SEQUENCING OF SUCH INFORMATION, SOFTWARE AND SERVICES AND THE RESULTS OBTAINED FROM THEIR USE ARE NOT GUARANTEED BY THE FIRM OR ANY PERSONS CREATING OR TRANSMITTING SUCH INFORMATION, SOFTWARE AND SERVICES.

PARSIFAL AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE CONTENT AND OPERATION OF THE SITE AT ANY TIME WITHOUT NOTICE. THE SITE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME DUE TO REQUIRED MAINTENANCE, TELECOMMUNICATIONS INTERRUPTIONS OR OTHER REASONS.

PARSIFAL AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES CONTAINED ON THIS WEBSITE FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. PARSIFAL AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND AVAILABILITY.

OWNERSHIP OF CONTENT

The Website and all of its content, including but not limited to all text, graphics, charts, audio, logos, images, data compilations, icons, code and software (“Content”), are the property of Parsifal and are protected by U.S. and international copyright laws, with all rights reserved unless otherwise noted. All trademarks, service marks, trade names and other product and service names and logos displayed on the Website are proprietary to Parsifal, including all registered and unregistered trademarks and service marks of Parsifal. If the Website includes any trademarks, service marks, trade names or logos of any third parties, such items are the proprietary marks and names of their respective owners, and are protected by applicable trademark and intellectual property laws. Your use of any Content, whether owned by Parsifal or any third party, without Parsifal’s express written permission, is strictly prohibited except as otherwise expressly permitted in these Terms of Use. Without limiting the foregoing, you are prohibited from using any of Parsifal’s copyrighted material or trademarks for any purpose, including, but not limited to, use as metatags, links or otherwise on any website, without the prior written permission of Parsifal.

PRIVACY

Information we gather from you via your use of the site is governed by our Privacy Policy.

NO UNLAWFUL OR PROHIBITED USE

As a condition to your use of the Website, you represent and warrant to, and agree with, Parsifal that you will not use the Website for any purpose that is unlawful or prohibited by these Terms of Use.

REFERENCES TO PUBLICATIONS AND OTHER COMPANIES

References to any publication or any other company in the Website are for reference and informational purposes only and are not intended to suggest that any of such companies endorse, recommend or approve of the services, analysis or recommendations of Parsifal or that Parsifal endorses, recommends or approves the services or products of such companies. News stories reflect only the author’s opinion and not necessarily that of Parsifal.

LINKS TO THIRD PARTY WEBSITES

The Website may contain hyperlinks to websites operated by parties other than Parsifal, which Parsifal may not have screened or reviewed and which may contain inaccurate, inappropriate or offensive material, products or services. Parsifal does not control such websites, and Parsifal assumes no responsibility or liability regarding the accuracy, reliability, legality or decency of such third-party websites, content, products or services. Such hyperlinks are provided for your convenience only. Parsifal’s inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites or any association with their operators.

MODIFICATION AND MONITORING OF WEBSITE

Parsifal may, at its discretion, change, modify, add or remove portions of these Terms of Use at any time without notice to you. We suggest that you check these Terms of Use periodically for changes. These Terms of Use can be accessed from the link at the bottom of each page. If you use the Website after we post changes to these Terms of Use, you accept the changed Terms of Use. Parsifal expressly reserves the right to monitor any and all use of the Website.

TERMINATION AND CANCELLATION

Parsifal may modify or terminate the Website and terminate your access to the Website, without notice at any time and for any reason. The Terms of Use will continue to apply to your past use of the Website in the form in which it then existed at the time of the subject use. Termination of your access to and use of the Website shall not relieve you of any obligations arising or accruing prior to such termination or limit any liability that you otherwise may have to Parsifal.

INDEMNITY

You agree, at your own expense, to indemnify, defend and hold harmless Parsifal, its parents, subsidiaries and affiliates, and their officers, partners, managers, members, employees, agents, distributors and licensees, from and against any judgments, losses, deficiencies, damages, liabilities, costs, claims, demands, suits, and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred in, arising out of or in any way related to your breach of these Terms of Use or the Privacy Policy, your use of the Website or any product or service related thereto, or any of your other acts or omissions.

JURISDICTIONAL ISSUES AND APPLICABLE LAW

Unless otherwise specified, Parsifal controls and operates the Website from its offices within the State of New York, United States of America.

Parsifal does not claim that materials in the Website are appropriate or available for use in locations other than New York. If you choose to access the Website from other locations, you do so on your own initiative, and you are responsible for compliance with any applicable local laws.

Software from the Website is further subject to United States export controls. Software from the Website may not be downloaded or otherwise exported or reexported outside the United States. By downloading or using such software, you represent and warrant that you are not located in, under the control of, or a national or resident of any country or territory outside of the United States.

These Terms of Use are governed by the laws of the State of New York, without regard to its choice of law provisions. You hereby consent to the exclusive and personal jurisdiction and venue of courts in the City and county of New York, New York which shall have exclusive jurisdiction over any and all disputes arising out of or relating to these Terms of Use, the use of the Website or any product or service related thereto. Use of the Website is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph.

GENERAL

You agree that no joint venture, partnership, employment or agency relationship exists between you and Parsifal as a result of these Terms of Use or use of the Website.

Parsifal’s performance of these Terms of Use is subject to existing laws and legal process, and nothing in these Terms of Use is in derogation of Parsifal’s right to comply with law enforcement requests or requirements relating to your use of the Website or information provided to or gathered by Parsifal with respect to such use.

If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use shall continue in effect.

By reviewing or using the information on the Website after accessing the Website, you represent and warrant that (a) you have the authority to enter into these Terms of Use and create a binding contractual obligation, (b) you understand and intend these Terms of Use to be the legal equivalent of a signed, written contract equally binding, and (c) you will use the information on the Website in a manner consistent with applicable laws and regulations in accordance with these Terms of Use, as Parsifal may amend them online or otherwise from time to time. A printed version of these Terms of Use and of any notice given in electronic form shall 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.

These Terms of Use constitute the entire agreement between you and Parsifal with respect to the Website and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Parsifal with respect to the Website.

You agree to be bound by any agreement or consent you transmit to or through the Website via any media or electronic device, including internet, telephone and wireless devices.