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Terms

Last Update Date: 1/23/2024

Thank you for visiting this website, provided to you solely for informational purposes by OEP Capital Advisors, L.P. (with its affiliates, "OEP").

By using this website (together with any other websites maintained by OEP that may be accessed through this website, including any password-protected areas, this “Website”), you agree to abide by these terms and conditions (the “Terms and Conditions of Use”). If you do not agree to abide by these Terms and Conditions of Use, you agree that your sole and exclusive remedy is to discontinue using this Website. Your compliance with these Terms and Conditions of Use and any Other Agreements (as defined below) is a condition to your right to access this Website. Your breach of any provision of these terms of use or other agreements will automatically, without the requirement of notice or other action, revoke and terminate your right to access the site and you will be fully liable for conversion, misappropriation, trespass to chattels and all other claims and causes, regardless of the identity of claimant or injured party, arising from or relating to your continued use of the Website after such breach. OEP reserves the right, in its sole discretion, to change, modify, add or remove any portion of this Website, including the Terms and Conditions of Use, in whole or in part, at any time, without prior notice to you. Changes will be effective when posted. For this reason, each time you use the Website, you should visit and review the then current Terms and Conditions of Use that apply to your use of the Website. The date of the last revision or update appears at the top of the Terms and Conditions of Use under the title. Nothing contained in these Terms and Conditions of Use is intended to modify or amend any other written agreement you may have with OEP (including without limitation any customer agreement, participation agreement or account agreement) (“Other Agreements”) if any, that may currently be in effect. In the event of any inconsistency between these Terms and Conditions of Use and any Other Agreements, the Other Agreements will govern. To the extent these Terms and Conditions of Use conflict with the terms and conditions of use relating to any password-protected area of this Website, the more specific terms and conditions of use relating to such password-protected area shall control.

Use of the Website
All materials, including but not limited to images, text, data, illustrations, designs, icons, photographs, programs, downloads, services and content (each “Content” and collectively, the “Contents”) that are part of the Website are intended solely for personal, non-commercial use. OEP authorizes you to view and access a single copy of the Content available on this Website for your own use. You are not permitted to reproduce, publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any such Content for commercial use. Please be advised that OEP may record certain usage information, such as the number and frequency of visitors to this Website.

Linked Sites
This Website may provide links to websites operated by other entities. In addition, third-party sites may be linked to this Website, with or without OEP’s consent. OEP makes no warranty or representation regarding, does not endorse, and does not accept any responsibility for, any websites linked to or from this Website or the information appearing thereon or any of the products or services described thereon.

Intellectual Property
“۰ͼ” is a registered trademark of OEP. All trademarks and all logos and copyrighted materials displayed on this Website, other than those of OEP, are the property of their respective owners, who may or may not be affiliated with OEP. Access to this Website does not confer any license under any of OEP’s or any third party’s intellectual property rights or otherwise authorize anyone to use any trademark or logo.

No Offers or Advice/Forward-Looking Statements/Historical Information
The information and services provided on this Website are made solely for informational purposes in relation to OEP and its financing capabilities for prospective portfolio companies. The content provided on or through the Website may include information regarding past and/or present portfolio companies or investments managed by OEP, its affiliates and/or its personnel. It should not be assumed that investments made in the future will be comparable in quality or performance to the investments described herein. Nothing contained herein constitutes an offer to sell or a solicitation of an offer to buy any interest in any investment vehicle managed by OEP or any company in which OEP or its affiliates have invested. Further, references to past and present portfolio companies should not be construed as a recommendation of any particular investment or security. Current and previous portfolio companies listed on the Website are not to be considered a complete list of all investments historically made by OEP. The portfolio companies listed should not be assumed to have been profitable. Any past performance information on the Site is not necessarily indicative, or a guarantee, of future results.

Nothing contained herein constitutes professional, tax or financial advice nor does any information contained herein constitute a comprehensive or complete statement of the matters discussed or the law relating thereto. Any decision to invest or take any other action with respect to the securities or investments discussed in this commentary may involve risks not discussed herein and no such decisions should be made based on the information contained herein. It should not be assumed that any securities or investments discussed in this commentary will increase in value. While OEP uses reasonable efforts to obtain information from sources believed to be reliable, OEP does not independently verify the accuracy of such information and makes no representation that the information or opinions contained in the Website are accurate, reliable or complete. You are solely responsible for evaluating the risks and merits regarding use of the Website and should obtain relevant and specific professional advice before making any investment decision. Certain information on this Website may contain forward-looking statements, which are subject to risks and uncertainties and speak only as of the date of this Website’s publication. The words “believe”, “expect”, “anticipate”, “optimistic”, “intend”, “aim”, “will” or similar expressions are intended to identify forward-looking statements. OEP undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future developments or otherwise. Any transactions described on the Website as having been engaged in by OEP are included as representative transactions and are not necessarily reflective of overall results of any of OEP’s businesses. Past performance is not indicative of future results; no representation is being made that any investment or transaction will or is likely to achieve profits or losses similar to those achieved in the past, or that significant losses will be avoided. This commentary has not been reviewed or approved by any regulatory authority and has been prepared without regard to the individual financial circumstances or objectives of persons who may receive it. The appropriateness of a particular investment or strategy will depend on an investor’s individual circumstances and objectives. No representation is being made as to the suitability of any investment.

Regulatory Disclosures
Certain statements about OEP made by portfolio company executives herein are intended to illustrate OEP’s business relationship with such persons, including with respect to OEP’s facilities as a business partner, rather than OEP’s capabilities or expertise with respect to investment advisory services. Portfolio company executives were not compensated in connection with their participation, although they generally receive compensation and investment opportunities in connection with their portfolio company roles, and in certain cases are also owners of portfolio company securities and/or investors in OEP-sponsored vehicles. Such compensation and investments subject participants to potential conflicts of interest in making the statements herein.

Compliance with Applicable Law
Unless otherwise expressly set forth herein, OEP makes no representation that materials on this Website are appropriate or available for use in any particular location. If it is illegal or prohibited in your country of origin to access or use this Website, then you should not do so. Those who choose to access this Website do so on their own initiative and are responsible for compliance with local laws.

Password and Security Notification
Certain additional information and services available on this Website may be accessible to you only if you have been provided with a Username and Password (“Password User”). Use of such additional information and services shall be subject to additional terms and conditions. You, as a Password User, are solely responsible for (1) maintaining the confidentiality of the password and user ID and (2) all activities that occur by users of the password and user ID. The Password User shall immediately notify OEP of any loss or theft of the password, or if the confidentiality of the password has otherwise been compromised in any way. OEP will not be responsible or liable for any loss, expense or damage arising in any way from use of the password and user ID and/or the accessing of information or materials therewith.

Disclaimer and Indemnity
This website and the information and materials on this website are provided “as is” and without warranties or representations of any kind either expressed or implied and OEP and its affiliates disclaim all warranties, expressed or implied, including but not limited to, implied warranties of merchantability and fitness for a particular purpose. OEP does not warrant the accuracy, completeness, reliability, availability at all times or timeliness of any information on this website or that this website will operate “error free.” In no event shall OEP or its affiliates, or any of their respective partners, stockholders, members, managers, officers, directors, employees, agents, funds and such funds’ limited partners (collectively, the “OEP Parties”), be responsible for any damages, liabilities or injury, including indirect, incidental, special, punitive, multiple, consequential or other damages, however caused or arising out of your use of (or inability to use) this website. If your use of this Website gives rise to any third party claim against you or any OEP Party, you agree to (i) indemnify and hold harmless the OEP Parties with respect to any such claim, (ii) release the OEP Parties from any such claim and (iii) waive all laws that may limit the efficacy of such release.

Limitation of Liability
To the maximum extent permitted by law, OEP disclaims all liability arising out of your use of the Website and OEP’s liability is limited even if OEP has been advised of the possibility of the damages, liability or injury that you suffer, including any damages, defect, interruption, delay in operation, computer virus, line failure or other computer malfunction.

Governing Law
These Terms and Conditions of Use shall be governed by the laws of the State of Delaware, without giving effect to its conflict of laws provisions. Any dispute relating to these Terms and Conditions of Use shall be brought solely in the state or federal courts located in Delaware and you agree that such courts shall have jurisdiction over you in connection with any such dispute. You must commence any cause of action you may have with respect to your use of this Website within one year after the claim or cause of action arises. If, for any reason, a court of competent jurisdiction finds any provision in these Terms and Conditions of Use to be unenforceable, such provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms and Conditions of Use, and the remainder of these Terms and Conditions of Use shall continue in full force and effect. The failure of OEP to act with respect to a breach of these Terms and Conditions of Use by you or others does not constitute a waiver and will not limit OEP’s rights with respect to such breach or any subsequent breaches.

Arbitration
By using this Website, you agree that OEP, at its sole discretion, to the maximum extent permitted by applicable law, may require you to submit any disputes arising from the use of this Website, related services or these Terms and Conditions of Use, including disputes arising from or concerning their interpretation, violation, nullity, invalidity, non-performance or termination, as well as disputes about filling gaps in this contract or its adaptation to newly arisen circumstances, to final and binding arbitration under the International Rules of Arbitration of the American Arbitration Association (the “Rules”), by one or more arbitrators appointed in accordance with the said Rules. Notwithstanding these Rules, however, such proceeding shall be governed by the laws of the state as set forth above.

Important Information Concerning JPMC
This Website contains certain information about the investment activities, investment performance and the investment portfolio of OEP Parent LLC ("JPMCS") and its affiliates that was managed by certain JPMorgan Chase & Co ("JPMC") personnel, including investment professionals and other professionals who have formed, advised and assisted OEP (collectively, the "OEP Investment Personnel"). OEP is not an affiliate of JPMC, JPMCS or any of their affiliates. Portions of the information that may appear on this Website, including the investment performance, were derived from the books and records of JPMC and JPMCS available to the OEP Investment Personnel during the time of their employment by JPMC. In light of the independence of OEP from JPMC, none of JPMC, JPMCS or any of their affiliates assumes responsibility for the compilation, review or preparation of any of the performance or other information contained herein. Consequently, in no respects should JPMC, JPMCS or any of their affiliates be considered to have approved or disapproved any of the information set forth herein or the offering of any interests in any fund sponsored or advised by OEP or to have assumed any responsibility therefor.

No consideration of adverse impacts of investment decisions on sustainability factors
OEP Capital Advisors, L.P. (“OEP”) does not consider adverse impacts of investment decisions on sustainability factors as specifically set out in the SFDR. OEP has chosen not to do so for the present time, since OEP considers its existing due diligence processes and ESG Policy approach to be appropriate and proportionate in the context of its investment strategy and investors’ expectations. OEP continues to monitor regulatory developments with respect to the SFDR and other applicable ESG-focused laws and regulations, including the implementation of related and secondary legislation and regulatory guidance, and will, where required or otherwise appropriate, make changes to existing policies and procedures.