By accessing or using this Overland Advantage (“Overland,” “our,” “us” or “we”) website (the “Site”), you hereby accept and agree to comply with the terms and conditions set forth in these Terms of Use (this “Agreement”). This Agreement is a binding agreement between you and Overland, and governs your access and use of the Site, which includes any text, graphics, videos, live events, user interfaces, visual interfaces, information, data, tools, products, services and other content (together, “Content”) and the design, structure, selection, coordination, expression and arrangement of the Content on or through the Site. You may contact Overland by e-mail legalnotices@centerbridge.com with questions about the terms and conditions of this Agreement.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SITE. WE CAN UPDATE THIS AGREEMENT AT ANY TIME WITHOUT PRIOR NOTICE AND THE UPDATED AGREEMENT WOULD GOVERN ANY AND ALL USE BY YOU OF THIS SITE. YOU ARE ADVISED TO PERIODICALLY REVIEW THESE TERMS FOR ANY CHANGES. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS STATED IN THIS AGREEMENT, DO NOT USE THE SITE.
1. Overland grants you a limited right to use the Site.
Your right to use the Site is subject to your agreement to abide by this Agreement in its entirety, as well as any other rules, procedures, policies, terms or conditions that govern all or any portion of the Site. You may not disclose any Content to any third party, except to your financial, legal or tax advisors, and others with whom you share investment decisions. At any time and for any reason we may revoke your right to use all or any portion of the Site. You may not violate or attempt to violate the security of the Site.
2. The Site, and the Information on this Site, is owned by Overland, its affiliates and/or third parties.
The Site and the Content is protected by one or more copyrights, patents, database rights, trademarks, servicemarks and/or other intellectual property and proprietary rights that are owned by Overland, its affiliates and/or third parties. You may not decompose, decompile, reverse engineer, disassemble or otherwise deconstruct all or any portion of the Site. You may not publish, broadcast, retransmit, reproduce, repackage, frame, commercially exploit, use, create any derivative of or otherwise redistribute all or any portion of the Site except as explicitly permitted in this Agreement. You may print copies of any accessible portion of the Site only for your own personal use. You may discuss information that you learn from the Site with your financial, legal, accounting or tax advisors, and others with whom you share investment information for purposes of their advice to you. You may not remove or use any copyright, trademark or other proprietary notice or legend contained on (or printed from) the Site.
3. You make certain representations and warranties regarding your use of the Site.
You represent and warrant that: (i) you have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to this Agreement; (ii) you have not entered and you will not enter into any agreement or perform any act which might contravene the purposes and/or effects of this Agreement; and (iii) you will not delete any Content from the Site.
The Content may contain information, including fund terms, relating to funds in which you are not currently invested. By accessing this website, you acknowledge that you have requested for the Content to be made available to you and that this request does not arise from any Overland marketing.
4. Limitations on your use of the Site.
You agree (i) abide by all applicable laws and regulations in your use of the Site; (ii) not to interfere with the Sites’ functionality or appearance; (iii) not to data mine, page scrape or use any automatic or manual process to access, acquire, copy or monitor any Content or any portion of the Site; and (iv) not to attempt to gain unauthorized access to any portion or feature of the Site.
5. All Content is for informational purposes only.
Nothing on the Site constitutes an offer to sell or a solicitation to buy any security or other investment. Although the Site may include investment-related information, nothing on the Site is a recommendation that you purchase, sell or hold any security or other investment, or that you pursue any investment style or strategy. We do not give any advice or make any representations as to whether any security or investment is suitable for you or will be profitable. Nothing on the Site is intended to be, and you should not consider anything on the Site to be, legal, tax, investment or accounting advice. You should consult with your own advisors with respect to legal, tax, regulatory, financial, accounting and other similar matters.
YOU SHOULD BEAR IN MIND THAT PAST PERFORMANCE OF ANY INVESTMENT, INVESTMENT STRATEGY OR INVESTMENT STYLE IS NOT INDICATIVE OF FUTURE RESULTS.
6. There are various risks you assume in relying on the Content.
Dated Content speaks only as of the date indicated. We make reasonable efforts to provide accurate Content, but at times we may not promptly update or correct the Site even if we are aware that it is inaccurate, outdated or otherwise inappropriate. We may change all or any portion of the Site at any time without notice to you. We do not endorse the opinions of, or warrant the accuracy of facts or other Content contributed by, any third party. You agree that we are not liable for any action you take or decision you make in reliance on any Content.
7. Overland is not liable for any technological problems and any impact that they may have.
All or any portion of the Site may not be available and may not function properly at any time. We make reasonable efforts to avoid technological problems, but at any time the Site may have and may cause technological problems such as viruses and other damaging computer programming routines or engines. We take reasonable security precautions when using the Internet, telephone or other means to transport data or other communications, but we disclaim liability for any interception of data or communications. We make reasonable efforts to ensure that the Site is secure, but we do not guarantee the security of the Site. We are not liable for any damage or injury caused by the performance or failure of performance of all or any portion of the Site. We are not liable for any defects, delays or errors in or resulting from your use of the Site.
8. Overland is not responsible for information on any third-party web site that is referred in, or accessible or connected by hyperlink to, the Site.
Overland may provide links from the Sites to certain websites operated by third parties who may or may not be affiliated with Overland (the “Third Party Sites”). Overland is providing such links solely as a convenience to you. Accordingly, Overland makes no representations concerning the content of the Third-Party Sites. The fact that Overland has provided a link to the Third-Party Site does not constitute an endorsement, authorization, sponsorship, or affiliation by Overland with respect to the Third-Party Site, its owners, or its providers. Overland has not tested any information, software, or products found on any of the Third-Party Sites and therefore does not make any representations with respect thereto, including any representations regarding the content or sponsors of the Third-Party Site, or the suitability or appropriateness of the products or transactions described therein.
9. Overland has the right but not the obligation to monitor and record activity on the Site and respond as it deems appropriate.
We may monitor and record activity on the Site for any reason or for no reason. We may investigate any complaint or reported violation of our policies. We may report any activity that we suspect may violate any law or regulation to regulators, law enforcement officials or other persons or entities that we deem appropriate. We may issue warnings, suspend or terminate use of the Site, deny access to all or part of the Site or take any other action that we deem appropriate.
10. Non-Public Investor Sections of the Site.
If you are an Overland investor or are a representative of an Overland investor, you may have been granted access to certain non-public portions of the Site through a uniquely assigned investor log-in (“Investor Portal”). Your use of the Investor Portal Site is also governed by the “Important Information and Terms of Use for the Overland Investor Portal.” If you have been granted access to the Investor Portal by Overland, you must maintain confidentiality of your log-in information and you remain responsible for all usage of the Investor Portal through your account, whether such use is made by you or anyone else. You must immediately notify us of any known or suspected unauthorized use of your log-in information or any known or suspected breach of security, including loss, theft or unauthorized disclosure of your log-in information.
11. OVERLAND DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SITE THAT THE LAW ALLOWS IT TO DISCLAIM.
THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE SITE INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS. WITHOUT LIMITING OUR GENERAL DISCLAIMER, WE DO NOT WARRANT THE AVAILABILITY, ACCURACY, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OF THE SITE OR ANY PART OF THE CONTENT OR THAT THE SITE WILL BE VIRUS AND/OR MALWARE-FREE.
OVERLAND’S LIABILITY WITH RESPECT TO THE SITE IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT WILL WE OR ANY OF OUR AFFILIATES, AGENTS OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED ARISING OUT OF THIS AGREEMENT, THE SITE, OR THE INABILITY TO USE THE SITE. OUR LIABILITY IS LIMITED EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES THAT YOU SUFFER OR IF ANY REMEDY YOU HAVE FAILS OF ITS ESSENTIAL PURPOSE. UNDER ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF OVERLAND, ITS AGENTS AND EMPLOYEES TO ANY USER OF THE SITE WITH RESPECT TO THE SITE IS $100. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY AND ALL DAMAGES OR INJURY, INCLUDING THOSE CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF OR USE OF ANY ASSET, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION.
12. You will be responsible for any liability to Overland that arises out of your breach of this Agreement or your use of the Site.
You agree to indemnify and hold harmless Overland and its affiliates, agents, officers, employees and third-party sources from and against any and all suits, losses, claims, demands, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) that arise from or relate to: (i) your use of the Site, (ii) your breach of this Agreement or any representation, warranty or covenant made by you in this Agreement, (iii) your violation of any applicable law, statute, ordinance, regulation or of any third party’s rights, or (iv) claims asserted by third parties which, if proven, would place you in breach of representations, warranties, covenants or other provisions contained in this Agreement.
13. New York law and jurisdiction govern this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard for the conflict of laws principles thereof. Each party hereby consents to the exclusive jurisdiction of the state and federal courts of New York. Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this Agreement.
14. You are bound by certain other general conditions.
We may assign this Agreement in whole or in part at any time without your consent. You may not assign this Agreement or delegate any of your obligations under this Agreement. Any purported assignment of this Agreement in violation of its terms is void. If any provision of this Agreement is found invalid or unenforceable, that provision shall be enforced to the maximum extent possible, and the remaining provisions of this Agreement shall remain in full force and effect. No waiver by Overland of any term of these Terms of Use shall be deemed a waiver of any other term of these Terms of Use. This Agreement constitutes the entire understanding, and supersedes all other understandings, between you and Overland concerning the subject matter hereof.
Last Revised: August 2023
