This Terms of Use Agreement (“Agreement”) is intended to constitute a binding license agreement that conditions your use of the Ares Websites, including aresmgmt.com, arescapitalcorp.com, arescre.com, and arescreditfunds.com, and any sites that are automatically redirected to them.

Effective as of December 1, 2013

 

Ares Management LLC and its affiliates (the “Company”,  “we” or “Ares”) is pleased to provide you with the information, content, tools products and services on all Ares websites (the term “Ares Sites” refers to all Ares websites and their content).  Because these Terms of Use cover multiple web sites, some terms may refer to items that are available only on certain Ares Sites.

 

This Terms of Use Agreement (“Agreement”) is intended to constitute a binding license agreement that conditions your use of the Ares Websites, including aresmgmt.com, arescapitalcorp.com, arescre.com, and arescreditfunds.com, and any sites that are automatically redirected to them.  By accessing or using the Ares Sites, you agree to be bound by all of the terms, conditions and notices contained in this Agreement.  By using the Ares Sites, you express your understanding and agreement that you are bound by this Agreement.  If you are unwilling to be bound by these general terms and conditions with respect to any Ares Site, do not access or use that Ares Site.

 

No Advisory Services

 

This Internet communication nor any of the Ares Content (as defined below) are intended as an offer to sell, or the solicitation of an offer to purchase, any security, the offer and/or sale of which can only be made by definitive offering documentation. Any offer or solicitation with respect to any securities that may be issued by any investment vehicle managed by Ares Management LLC or any of its affiliated entities will be made only by means of definitive offering memoranda and in accordance with the relevant securities and other laws of applicable jurisdictions. 

 

Intellectual Property Rights and Grant of Limited License

 

The Ares Sites and all of their content (including but not limited to all text, images, graphics, services and other visuals), code, software, data and other materials thereon (collectively, the “Ares Content”), the look and feel of the Ares Sites, and the design and organization of the Ares Sites, and the trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to Ares, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions.    You are hereby granted a non-exclusive license to use the Ares Content, but only while accessing this Ares Sites. You are also granted a limited license to print copies of any Content posted at the site, but only for your personal use. Ares Content is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the Company. Ares reserves all rights not expressly granted in and to the Ares Sites and the Ares Content. You agree to not engage in the use, copying, or distribution of any of the Ares Content other than as expressly permitted by Ares, including any use, copying, or distribution of third parties' materials obtained through the Ares Sites for any commercial purposes. Use of any of the Marks for commercial purposes also is strictly prohibited without prior written consent of the respective owners. If you download or print a copy of any Ares Content for personal use, you must retain all and may not modify any copyright and other proprietary notices contained therein.

 

User Information

 

In order to use certain services or features on the Ares Sites (such as the “Contact” features, requests for information, or to sign up to receive email notifications), you may need to submit certain personal information to the Ares Site. The Ares Sites each contain information collection and use policies with respect to user information that are set forth in each Ares Site’s Privacy Policy, which is incorporated into this Agreement by reference. You agree to provide only true, accurate, current and complete information on any Ares Site.

 

Submitted Materials

 

Unless specifically requested, we do not solicit, nor do we wish to receive, any confidential, secret or proprietary information or other material from you through the Ares Sites, by e-mail, through the “Contact” feature, or in any other way. Any information, proposals, requests, creative works, pictures, documents, demos, ideas, suggestions, concepts, methods, systems, designs, plans, techniques or other materials submitted or sent on or through the Site in any manner other than your personally identifiable information (collectively, “Submitted Materials”) will be deemed not to be confidential or secret, and may be used by us in any manner consistent with this Agreement and the Ares Site’s Privacy Policy.

 

By submitting Submitted Materials on an Ares Site, you: (i) represent and warrant that you have the necessary licenses, rights, consents and permissions to use such Submitted Materials and submit them to the Ares Sites; and (ii) you grant us (and our affiliates) a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use the Submitted Material (in whole or part) in any manner and/or to incorporate it (in whole or in part) in other works (including, without limitation, the Ares Site), products or services in any form, media, or technology now known or later developed. We cannot be responsible for maintaining any Submitted Material that you provide to the Site, and we may delete or destroy any such Submitted Material at any time.

 

User Conduct

 

Without limitation of the other terms and conditions set forth herein, while accessing or using any Ares Site, Ares Content and the various other features available on the Ares Sites, you agree that you shall not:

  • impersonate any person or entity or misrepresent your affiliation with any other person or entity;
  • use, redistribute, republish or exploit any part of the Ares Sites or any Ares Content for any commercial or promotional purposes;
  • obtain or attempt to gain unauthorized access to other computer systems, materials, information or any services available on or through the Site through any means, including through means not intentionally made publicly available or provided for through the Ares Sites;
  • engage in spidering, “screen scraping,” “database scraping,” harvesting of e-mail addresses or other personal information, or any other automatic or unauthorized means of accessing, logging-in or registering on any of the Ares Sites, or obtaining lists of users or other information from or through the Ares Sites, including, without limitation, any information residing on any server or database connected to any Ares Site;
  • interrupt, damage, disable, overburden or impair the Ares Sites or interfere with any other party's use and enjoyment of the Ares Sites, such as sending mass unsolicited messages or “flooding” servers with requests;
  • circumvent, reverse engineer, decrypt, or otherwise alter or interfere with (or attempt, encourage or support anyone else’s attempt to do any of the foregoing) the Ares Sites or their services or any software on the Site;
  • violate, plagiarize or infringe the rights of third parties, including without limitation, copyright, trademark, trade secret, confidentiality, contract, patent, rights of privacy or rights of publicity or any other proprietary or legal right; or
  • submit any information to Ares Sites, in violation of any applicable law, rule or regulation.

 

 

Links To Other Sites

 

The Company has not necessarily reviewed any or all of the sites to which links appear on the Ares Sites and is not responsible for their contents. We provide links from the Ares Site as a convenience to our visitors. We have no control over the content posted at third party sites and make no representations about any content or material available at these locations, the use of and reliance on which is at the user's own risk. Links are not intended to imply sponsorship, affiliation or endorsement. If you believe that we have provided a link to a site that contains infringing or illegal content or which makes available cracker tools or other circumvention devices, we ask that you notify us so that we may evaluate whether (in our sole discretion) to disable it.

 

Third Party Content Providers

 

The Company may use third party content providers, aggregators, and/or uploaders in connection with providing the Ares Content on the Ares Sites or via email notification per your request.  If you are receiving content pursuant your request, third party terms of use may also apply.  

 

Passwords

 

When you register with the private section of any of the Ares Sites where applicable, you will be asked to supply a password. You must keep your password confidential, and are responsible for all use of your password and account.

 

Disclaimers

 

THE MATERIAL, FUNCTIONS, INFORMATION AND ARES CONTENT ON THE ARES SITES MAY CONTAIN TECHNICAL, TYPOGRAPHICAL OR OTHER ERRORS OR INACCURACIES AND MAY NOT BE COMPLETE OR CURRENT. THE COMPANY DOES NOT WARRANT THAT ANY MATERIAL OR INFORMATION ON THE ARES SITES IS ACCURATE, COMPLETE OR CURRENT. THE COMPANY MAY CHANGE ANY MATERIAL OR INFORMATION ON THE ARES SITES AT ANY TIME WITHOUT PRIOR NOTICE, BUT THE COMPANY DOES NOT MAKE ANY COMMITMENT TO UPDATE OR REMOVE MATERIAL OR INFORMATION ON THE ARES SITES. THE COMPANY MAKES NO REPRESENTATION THAT CONTENT PROVIDED ON THE ARES SITES IS APPLICABLE, LAWFUL OR APPROPRIATE FOR ACCESS OR USE IN LOCATIONS OUTSIDE OF THE UNITED STATES AND ITS TERRITORIES AND POSSESSIONS.

 

 

 

WITHOUT LIMITING THE FOREGOING OR ANYTHING ELSE SET FORTH IN THIS AGREEMENT, THE ARES SITES AND ALL OF THEIR CONTENTS ARE MADE AVAILABLE BY THE FUND "AS IS," WITH ALL FAULTS, AND WITHOUT ANY WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED. ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, UNINTERRUPTED USE, QUIET ENJOYMENT, SYSTEM INTEGRATION, OR ACCURACY, SECURITY OF INFORMATION, OR RELIABILITY, ARE SPECIFICALLY EXCLUDED AND DISCLAIMED. THE COMPANY MAKES NO WARRANTY THAT THE ARES SITES, IN WHOLE OR IN PART, WILL MEET USERS’ SYSTEM REQUIREMENTS. USERS OF THE ARES SITES ASSUME ALL RISK AS TO THE QUALITY, ACCURACY, SUITABILITY, AVAILABILITY AND PERFORMANCE OF THE ARES SITES AND THEIR CONTENTS AND ACKNOWLEDGE THAT THE ARES SITES AND THEIR CONTENTS MAY BE REVISED, ALTERED AND CHANGED FROM TIME TO TIME IN THE SOLE DISCRETION OF THE COMPANY. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT ANY ARES SITE WILL OPERATE CONTINUOUSLY OR WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT THE ARES SITES OR ANY SITE REFERRED OR LINKED TO HEREIN IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE COMPANY ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN ANY ARES SITE OR YOUR DOWNLOADING OR UPLOADING OF ANY MATERIALS, DATA, TEXT, OR CONTENTS FROM OR TO THE ARES SITES. IF YOU ARE DISSATISFIED WITH ANY ARES SITE, YOU SHOULD DISCONTINUE USING THE SITE.

 

Limitation of Liability

 

THE COMPANY ASSUMES NO LIABILITY FOR LOSS OR DAMAGE  RESULTING FROM ANY USE OF OR RELIANCE UPON THE SITE OR ITS CONTENTS. IN NO EVENT WILL THE COMPANY OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY LOST PROFITS, LOST SAVINGS, LOST DATA, BUSINESS INTERRUPTION, OR OTHER DIRECT, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR CLAIMS (WHETHER IN CONTRACT, IN TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO YOUR USE OF THE ARES SITES, ARES CONTENT, OR THE INABILITY TO USE THE ARES SITES, EVEN IF YOU CLAIM TO HAVE NOTIFIED THE COMPANY OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IF ANY WARRANTY DISCLAIMER OR LIMITATION ON LIABILITY IN THIS AGREEMENT IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF THE FUND OR ANY OF ITS AFFILIATES UPON ANY CLAIM (WHETHER IN CONTRACT, IN TORT, OR OTHERWISE) ARISING OUT OF THE SITE, ITS USE OR ITS CONTENTS SHALL NOT EXCEED ONE THOUSAND DOLLARS ($1,000.00). ALL USERS OF THIS SITE UNDERSTAND AND AGREE THAT (I) THE MUTUAL AGREEMENTS MADE IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK, AND (II) THE PARTIES HERETO WOULD NOT HAVE ENTERED INTO THESE TERMS OF USE WITHOUT THESE LIMITATIONS ON LIABILITY.

 

Indemnification

 

You agree to defend, indemnify and hold the Company, its affiliates, its investment adviser and their affiliated directors, officers, members, partners, employees, agents and representatives harmless from any and all claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees, arising in any way from (i) your use of the Ares Sites or the Ares Content, (ii) your Submitted Materials, or (iii) your breach or violation of law or this Agreement. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with any such defense.

 

Applicable Law and Dispute Resolution

 

The Company operates the Ares Sites from its facilities in California in the United States of America. Use of the Ares Sites and Ares Content, all transactions arising from use of the Ares Sites, and this Agreement, shall in all respects be governed by and interpreted, construed and enforced in accordance with the laws of the state of California in the United States of America, without regard to any conflicts of laws principles that would result in the application of the law of a different jurisdiction. Any dispute between the Company or its affiliates and any user of the Ares Sites will be resolved by a state or federal court situated within the county of Los Angeles in the state of California, and each user hereby irrevocably submits to the personal jurisdiction of such courts for that purpose. The parties hereby agree to exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.

 

Modifications

 

You agree that we may modify the terms of this Agreement in our sole discretion, without advance notice, and that your right to access the Ares Sites is conditioned on an ongoing basis with your compliance with the then-current version of this Agreement. We will post a notice on this page for thirty (30) days following any revisions or modifications to this Agreement. You will be deemed to have agreed to the new Agreement if you continue to access the Ares Sites the passage of thirty (30) days from the time the revised Agreement is first posted. We assume no responsibility for your failure to actually receive notice. It will be your responsibility to review this page for possible modifications.

 

Termination

 

We may terminate, change, suspend or discontinue any aspect of the Ares Sites at any time. We may restrict, suspend or terminate your access to the Ares Sites and/or to any Ares Content if we believe in our sole discretion that you are in breach of this Agreement or applicable law, or  have otherwise engaged in any activities that may harm or damage the reputation, rights, person, or property of the Company, our users, or any other person.

 

General

 

Every provision of this Agreement shall be construed, to the extent possible, so as to be valid and enforceable. If any provision of this Agreement so construed is held by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, it shall be deemed amended in order to achieve as closely as possible the same effect as originally drafted.  Any invalid or unenforceable portion should be construed as narrowly as possible in order to give effect to as much of the Agreement as possible.

 

Any section headings or titles in this Agreement are inserted for convenience only and shall have no other meaning.

 

This Agreement and the applicable Privacy Policy sets forth the entire agreement and understanding between the Company and the user of the applicable Ares Site regarding its subject matter and supersedes any prior representations, advertisements, statements, proposals, negotiations, discussions, understandings, agreements or other communications regarding the same subject matter.

 

Forward Looking Statements

 

Statements included herein may constitute “forward-looking statements,” which relate to future events or the Company or its affiliates’ future performance or financial condition. These statements are not guarantees of future performance, condition or results, reflect our subjective judgment and should not be relied upon in making investments.   Actual results and condition may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in our filings with the Securities and Exchange Commission.  We can make no assurance that our future performance will match our expectations. You should not rely on the information contained on this site, but rather refer to our official filings with the Securities and Exchange Commission.  Links from the Ares Sites likewise are not intended to incorporate by reference or endorse any third-party statements about our financial condition or future earnings.