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Terms of Use

Effective on: September 27, 2021

The Vitae group of companies, including Vitae Capital, LLC, Vitae Capital II, LLC, Vitae Capital III-A, LLC, and Vitae Capital III-Q, LLC (the group or any individual company in the group hereafter “Vitae Capital” or “we” or “us”) is providing this website, www.vitae-capital.com (the “Site”), as an information service. By accessing the Site and/or using the information, tools, content, and features located on it, you accept and agree to be bound by this terms of use agreement (“Terms”), as may be amended from time to time. You represent that (1) you have read, understand, and agree to be bound by these Terms, (2) you are of legal age to form a binding contract with us, and (3) you have the authority to enter into the Terms personally or on behalf of the company you have named as the user, and to bind that company to these Terms. It is your responsibility to be aware of, and to comply with, these Terms and all applicable laws and regulations of any relevant jurisdiction, when using the Site and related services. If you do not agree to be bound by these Terms, you may not access or use this Site.

Please note that these Terms are subject to change by Vitae Capital in its sole discretion at any time. When changes are made, we will make the revised Terms available at the Site. We will also update the “Last Updated” date at the top of the Terms. PLEASE REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT TERMS.

We may terminate, change, restrict, suspend or discontinue any aspect of the Site, or your access to it, at any time without notice or liability to you.

Use of the Site

The Site, the Site Content (as defined below), and all other information and content available through the Site, are protected by copyright laws throughout the world.

You agree not to: (a) take any action that imposes an unreasonable load on this Site’s infrastructure; (b) use any device, software or routine to interfere or attempt to interfere with the proper working of this Site or any activity being conducted on this Site; (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up this Site; (d) delete or alter any material posted on this Site by Vitae Capital or any other person or entity; (e) frame or link to any of the materials or information available on this Site; (f) impersonate any person or entity or misrepresent your affiliation with any other person or entity, whether actual or fictitious, including anyone from this Site or Vitae Capital; (g) obtain or attempt to gain unauthorized access to other computer systems, materials, information or any services available on or through this Site through any means, including through means not intentionally made publicly available or provided for through this Site; (h) 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 this Site, or obtaining lists of users or other information from or through this Site including, without limitation, any information residing on any server or database connected to this Site; (i) use this Site or the content of this Site, including but not limited to the text and images herein and their arrangement, to violate, plagiarize or in any other manner infringe upon 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; (j) upload, post, publish, distribute or otherwise transmit any information or material which constitutes or contains a virus, spyware, or other harmful component, or which contains any embedded links, advertising, chain letters or pyramid schemes of any kind; (k) disclose any sensitive, proprietary or confidential information, about yourself or anyone else, (l) attempt (or encourage or support anyone else’s attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with this Site; or (m) use this Site or its services (or any Site Content (as defined below)), in whole or in part, or submit any information to this Site, in violation of any applicable law, rule or regulation.

Business Plans and Other Information Provided By You

We welcome communication with you. However, any information or materials that you consider trade secrets, confidential or proprietary should not be submitted to us. Absent an express written agreement to the contrary, any information or materials that you provide to us will not be considered confidential or proprietary and will not be returned or safeguarded. We reserve the right to turn down investment opportunities in our sole discretion. We receive many similar plans, proposals and ideas, and your idea may already have been submitted to us or be under consideration by us. We are not limited or restricted in any way from pursuing opportunities with others.

Our personal information collection, storage, and use policies with respect to this Site are set forth in our Privacy Policy, which is incorporated herein by reference for all purposes.

No Solicitation or Investment Advice

The purpose of this Site (including any portion of this Site available only to investors) is limited to providing you with general information on our services and philosophy. We do not render or offer to render investment advice through this Site. Nothing on this Site constitutes or forms a part of any offer for sale or subscription to, or any invitation to offer to buy or subscribe for, any securities or other financial instruments, nor should it or any part of it form the basis of, or be relied upon in connection with, any contract or commitment whatsoever. We may only transact business or render investment advice in those jurisdictions where we are appropriately registered and/or licensed or where we are otherwise excluded or exempted from registration and/or licensing requirements. The investments highlighted on this Site were selected for illustrative purposes in order to underscore the investment themes utilized by Vitae Capital. The selected investments are not meant to imply the returns of any fund on an individual or aggregate basis. The information provided on the Site is illustrative and no assurance can be provided that any of the future events referenced herein will occur on the terms contemplated herein or at all. Any statistical information contained on the Site has been supplied for information purposes only and is not intended to be and does not constitute investment advice or an opinion regarding appropriateness of an investment in any Vitae Capital fund. There is no implication that any information contained on this Site is accurate or that there has been no change in such information since the date first posted. Certain places on this Site may contain information created and published by institutions or organizations independent of us. We do not endorse, approve, certify, or control these materials. In addition, we do not guarantee or assume responsibility for the accuracy, completeness, efficacy, timeliness or correct sequencing of information in any material on our website. Use of such information is voluntary, and reliance on it should be undertaken after an independent review of its accuracy, completeness, efficacy, and timeliness. Finally, reference in this Site to any specific commercial product, process, or service by trade name, trademark, service mark, manufacturer, or otherwise does not constitute or imply endorsement, recommendation, or favoring by us.

Third-Parties Sites

As a convenience to you, we may provide links from this Site to websites operated by other entities, including websites of our portfolio companies and websites that publish blogs, tweets, or other social media content written by Vitae Capital’s personnel. You agree that it is impossible for Vitae Capital to monitor such materials and that you access these materials at your own risk. We make no warranty or representation regarding any material or information in websites linked to or from this Site or any of the products or services described or offered for sale thereon, nor do we endorse or accept any responsibility for the information, material, products or services offered on such websites. The content published in any blogs written by our personnel does not necessarily represent our positions, strategies or opinions, regardless of whether or not we provide links to these blogs on our Site. Links do not imply that any linked website is authorized to use any trademark, trade name, logo or copyright symbol of Vitae Capital or any of our affiliates.

Vitae Capital Generated Content

The information posted on this Site is provided for informational and discussion purposes only and is not intended to be, and shall not be regarded or construed as, a recommendation for a transaction or investment or financial, tax, legal, or other advice of any kind. Vitae Capital makes no warranty or representation regarding any such information or the data presented in such materials. In addition, it does not constitute or imply any commitment whatsoever, including without limitation an offer to purchase, sell or hold any security investment, loan or other financial product or to enter into or arrange any type of transaction.

Intellectual Property

As between you and us, we own all rights, title and interest in and to this Site, all the content (including, without limitation, any and all text, audio, photographs, images, renderings, RSS feeds, podcasts, reports, charts, logos, widgets, gadgets, applets, and video), software, code, data and other materials thereon (collectively, the “Site Content”), the look and feel, design and organization of the Site, and the compilation of the Site Content. Your use of the Site does not grant to you ownership or title of, in, or to any Site Content or any other part of the Site.

Subject to these Terms, you may access, view, and display the Site and Site Content on your computer or other Internet-capable device for your own, non-commercial purposes, provided that you comply fully with these Terms. You may not copy or display for redistribution to third parties any portion of the Site or the Site Content without the prior written permission of Vitae Capital.

Security

While we endeavor to protect the security and integrity of the information we may collect from you via the Site, as described in our Privacy Policy below, due to the inherent nature of the Internet as an open global communications vehicle, we cannot guarantee that any information, during transmission through the Internet or while stored on our system or otherwise in our care, will be absolutely safe from intrusion by others, such as hackers. A third party could view the information you send in transit by electronic means. We will have no liability for disclosure of your information due to errors or unauthorized acts of third parties during or after transmission.

Release

You hereby release and forever discharge Vitae Capital (and our managers, officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site (including any interactions with, or act or omission of, other Site users or any Third-Party Sites). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

Disclaimer

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SITE IS AT YOUR SOLE RISK, AND THE SITE AND SITE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. VITAE CAPITAL EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SITE.

YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND SITE CONTENT IS AT YOUR SOLE RISK. NEITHER WE NOR ANY OF OUR MANAGERS, OFFICERS, EMPLOYEES, AGENTS, OR CONTENT OR SERVICE PROVIDERS WARRANT THAT USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR FREE. THE SITE MAY BE SUBJECT TO DELAYS OR OTHER DISRUPTIONS. IN ADDITION, ALTHOUGH THE INFORMATION PROVIDED TO YOU ON THIS SITE IS OBTAINED OR COMPILED FROM SOURCES (INCLUDING, WITHOUT LIMITATION, INFORMATION FROM THIRD PARTIES) WE BELIEVE TO BE RELIABLE, NEITHER WE NOR ANY OF OUR MANAGERS, OFFICERS, EMPLOYEES, AGENTS, OR CONTENT OR SERVICE PROVIDERS MAKE ANY WARRANTY AS TO (I) THE RESULTS THAT MAY BE OBTAINED FROM YOUR USE OF THE SITE OR SITE CONTENT, (II) THE ACCURACY, CURRENCY OR COMPLETENESS OF THE INFORMATION ON OUR SITE, OR (III) THE RELIABILITY OF ANY ADVICE, OPINION, STATEMENT OR OTHER MATERIALS DISPLAYED ON, OR DISTRIBUTED THROUGH, OUR SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM VITAE CAPITAL OR THROUGH THE SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU ACKNOWLEDGE AND AGREE THAT VITAE CAPITAL IS NOT LIABLE, AND YOU AGREE NOT TO HOLD VITAE CAPITAL LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES THAT ARE LINKED TO THE SITE, AND THAT THE RISK OF INJURY FROM SUCH PARTIES RESTS ENTIRETY WITH YOU. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE. YOU UNDERSTAND THAT VITAE CAPITAL DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE.

International Use

Due to the global nature of the Internet, this Site may be accessed by users in countries other than the United States. We make no warranties that materials on this website are appropriate or available for use in such locations. If it is illegal or prohibited in your country of origin to access or use this Site, then you should not do so. Those who choose to access this Site outside the United States do so on their own initiative and are responsible for compliance with all local laws and regulations. This website is not targeted at individuals living in the European Union or the offer of goods or services to such individuals.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL WE, OR ANY OF OUR MANAGERS, OFFICERS, EMPLOYEES, AGENTS, OR CONTENT OR SERVICE PROVIDERS (COLLECTIVELY, THE “PROTECTED PERSONS”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO: (1) THE USE OR INABILITY TO USE THE SITE; (2) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (3) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR (4) ANY OTHER MATTER RELATED TO THE SITE, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PROTECTED PERSON HAS BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH THIS SITE, OR ANY MATERIALS OR SERVICES ON THIS SITE, OR WITH ANY OF THE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

Restricted Websites

We may provide through the Site a link or connect you directly to a password-protected third-party website designed specifically to provide investors with certain information (the “Restricted Website”). Your use of the Restricted Website is governed by these Terms. The information contained in the Restricted Website is confidential and is subject to the confidentiality provisions contained in the governing documents and agreements of private investments funds managed by Vitae Capital (such funds, the “Vitae Funds”). As a member or limited partner of one or more of the Vitae Funds, or a representative of such a member or limited partner, you are subject to those confidentiality provisions. By use of the Restricted Website you agree that the information relating to any Vitae Funds in which you are not a member or limited partner is subject to the same confidentiality restrictions that apply to you as a member or limited partner in any of the Vitae Funds. The information contained in the website may not be reproduced or redistributed in any manner unless expressly permitted by the governing documents and agreements of the applicable Vitae Fund or as otherwise agreed to by Vitae Capital. You are responsible for all activity occurring when the Restricted Website is accessed through your account, whether authorized by you or not. Therefore, be sure to protect the confidentiality of your account password. We are not liable for any loss or damage arising from your failure to protect your password or account information. The information contained in the Restricted Website may include material non-public information regarding the Vitae Funds and their underlying portfolio companies. It is a violation of U.S. securities laws for a person in possession of material non-public information concerning an issuer to purchase or sell securities of such issuer or to communicate such information to another person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell securities.

Electronic Communications

The communications between you and Vitae Capital use electronic means, whether you visit the Site or send Vitae Capital e-mails, or whether Vitae Capital posts notices on its properties or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Vitae Capital in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Vitae Capital provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

Dispute Resolution

Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Vitae Capital and limits the manner in which you can seek relief from us.

  • Applicability of Arbitration Agreement. This Arbitration Agreement is only applicable to U.S. Residents. You agree that any dispute or claim relating in any way to your access or use of the Website, to any products sold or distributed through the Website, or to any aspect of your relationship with Vitae Capital, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, and (2) you or Vitae Capital may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the effective date of this Arbitration Agreement or any prior version of these Terms.
  • Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to Vitae Capital, 211 7th Street, Suite 620, Austin, Texas 78701, Attention: Manager. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Vitae Capital will pay them for you. In addition, Vitae Capital will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $2,000 unless the arbitrator determines the claims are frivolous.

You may choose to have the arbitration conducted by telephone, based on written submissions, or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

  • Authority of Arbitrator. The arbitrator shall have exclusive authority to (i) determine the scope and enforceability of this Arbitration Agreement and (ii) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Vitae Capital. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
  • Waiver of Jury Trial. YOU AND VITAE CAPITAL HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Vitae Capital are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the first bulleted paragraph above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
  • Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE PERSON CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER PERSON. If a decision is issued stating that applicable law precludes enforcement of any of the limitations stated in this bulleted paragraph as to a given claim for relief, then the claim must be severed from the arbitration and brought into the State or Federal Courts located in Austin, Texas. All other claims shall be arbitrated.
  • Severability. Except as provided in the fifth bulleted paragraph above, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
  • Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Vitae Capital.
  • Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Vitae Capital makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Vitae Capital at the following address: P.O. Box 200157; Austin, Texas 78720, Attention: Manager.

Exclusive Venue

To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Vitae Capital agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in Austin, Texas.

Governing Law

THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF TEXAS, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.

Exclusive Venue

To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Vitae Capital agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in Austin, Texas.

Miscellaneous

Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in that provision and the other provisions of these Terms remain in full force and effect. The Terms are the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

Questions

If you have any questions, complaints, or claims, relating to the Site, please contact us. We will do our best to address your concerns.