RUNWAY GROWTH FINANCE CORP. 

RUNWAY GROWTH CAPITAL LLC 

TERMS OF USE 

Last updated April 28, 2022 

THESE TERMS OF USE (THESE “TERMS OF USE” OR “TERMS”) DEFINE THE RELATIONSHIP BETWEEN RUNWAY GROWTH FINANCE CORP. (“RWAY”), RUNWAY GROWTH CAPITAL LLC (“ADVISER” AND, TOGETHER WITH RWAY, THE “COMPANIES,” “OUR,” “US” OR “WE”) AND YOU (“YOU” OR “YOUR”), THE PERSON ACCESSING THE COMPANIES WEBSITE LOCATED AT RUNWAYGROWTH.COM (THE “WEBSITE”) NOTHING CONTAINED IN THE WEBSITE CONSTITUTES INVESTMENT, LEGAL OR TAX ADVICE. NEITHER THE INFORMATION, NOR ANY OPINION CONTAINED IN THE WEBSITE CONSTITUTES A SOLICITATION OR OFFER BY THE COMPANIES, ANY OF THEIR AFFILIATES OR ANY FUND OR OTHER ENTITY MANAGED DIRECTLY OR INDIRECTLY BY ANY OF THE FOREGOING, TO BUY OR SELL ANY PARTNERSHIP INTEREST, SECURITIES, FUTURES, OPTIONS OR OTHER FINANCIAL INSTRUMENTS. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING THE INFORMATION PROVIDED ON THE WEBSITE AND ANY DECISIONS BASED ON SUCH INFORMATION. AS A CONDITION OF ACCESSING THE WEBSITE, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, YOU AGREE TO HOLD THE COMPANIES AND THEIR OFFICERS, DIRECTORS, MANAGERS, PARTNERS, MEMBERS, SHAREHOLDERS, EMPLOYEES, AFFILIATES AND AGENTS HARMLESS FROM AND AGAINST ANY CLAIMS WHATSOEVER AND OF ANY NATURE FOR DAMAGES ARISING FROM ANY DECISIONS THAT YOU MAKE BASED ON SUCH INFORMATION.

THESE POLICIES DO NOT COVER OUR RELATIONSHIP WITH COMPANIES IN WHICH WE’VE ALREADY INVESTED; THE DEFINITIVE LEGAL DOCUMENTS  COVER THOSE CASES. 

We may amend these Terms of Use at any time by posting the revised Terms of Use on the Website. We may terminate these Terms of Use at any time by suspending or terminating access to the Website and/or notifying you. You can see when these Terms of Use were last revised by referring to the “Updated” legend above. Your continued use of the Website after we have posted revised Terms of Use signifies your acceptance of such revised Terms of Use. No amendment or modification of these Terms of Use will be binding unless in writing and signed by our duly authorized representative or posted to the Website by our duly authorized representative.

By using the Website, you acknowledge that you have read these Terms and you agree to be bound by them without limitation or qualification. If you do not agree to these Terms, you  should please exit the Website, and not use the Website in the future. We reserve the right to modify or change our Website, temporarily or permanently, with or without notice to you, and we are not obligated to support or update the Website. You acknowledge and agree that we shall not be liable to you or any third party in the event that we exercise our right to modify, change or discontinue the Website.

Agreement with Respect to Terms of Use 

These Terms of Use constitute a legally binding agreement between the Companies and you. You are responsible for regularly reviewing these Terms of Use. You can review the most current version of the Terms of Use at any time at: www.runwaygrowth.com. You acknowledge that you have read these Terms of Use, and accept, understand and will be bound by such terms and conditions. You further acknowledge that these Terms and Conditions, together with the Privacy Policy (as defined below) and terms governing any individual Web page, represent the complete and exclusive statement of the agreement between us and supersede any proposal or prior agreement oral or written, and any other communications between us relating to your access or use of the Website.

Registration 

The Website will allow you to provide certain contact information, including your name and email address. You may be asked to provide certain additional information, including the amount of investment you are seeking, your company’s financial information, and the purpose of the investment (all such information collectively, your “Information”). We reserve the right to restrict certain areas of information on the Website to such registered users. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect such, we reserve the right to terminate your access to the Website. We are committed to your privacy, and our “Privacy Policy” www.runwaygrowth.com, which is incorporated by reference herein and explains our privacy practices with respect to your personal information.

Use and Restrictions

Content

All text, videos, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, artwork and computer code, including but not limited to design, structure, “look and feel” and arrangement of the content available on the Website (collectively, “Content”) is owned, controlled or licensed by or to us, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. The Content and the Website are owned by the Adviser and/or its licensors and suppliers (which may include lessors, lessees, owners, sellers, buyers, agents, brokers, multiple listing services, builders, service providers, content providers, vendors and others) (collectively, “Licensors and Suppliers”). Subject to the limited rights to use the Website pursuant to these Terms of Use, we retain all right, title and interest in and to the Website including all related intellectual property contained therein. Except as expressly provided in these Terms of Use, you have no other rights in the Website or any Content and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Website or Content in any manner.

Links to Other Sites

As further described in our Privacy Policy, the Website contain links to other independent third party web sites (in all cases “Linked Sites”). You should review applicable terms and policies, including privacy and data gathering practices, of third-party web sites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

Permitted Uses 

Subject to these Terms of Use, we hereby grant you a personal, nontransferable, nonexclusive, non-sublicensable license to use the user interface of the Website and Content in accordance with the Terms of Use, and for no other purpose. All rights, title and interest in and to the user interface and Content, on or through the Website shall belong to us or our Licensors and Suppliers, including all modifications thereof and enhancements thereto. The Content and user interface made available from, on or through the Website may not be copied, modified, republished, assigned, sold or distributed to you, nor may derivative works be prepared therefrom. The license granted to you pursuant to these Terms of Use is solely for your personal use (but not for resale or redistribution) as a user of the Website and may not be used for any other purposes. You shall not reverse engineer, de-compile, or otherwise translate, in any way, the Content and user interface made available from, on or through the Website. You have no right or claim of right to the Content or any unique ideas found on the Website. No ownership rights are granted to you hereunder and no title is transferred hereby.

Prohibited Uses 

You may not use the Website for illegal or unlawful or malicious activities, or for activities that we deem improper for any reason whatsoever in our sole judgment. We reserve the right to take preventative or corrective actions to protect ourselves and our users. Your use of the Website is conditioned in part on your compliance with the rules of conduct provided herein, and your failure to comply may result in termination of your access to and use of the Website and liability for damages caused by your noncompliance. In addition to the foregoing, while using the Website, you may not:

• Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
• Use racially, ethnically, or otherwise offensive language.
• Engage in, discuss or incite illegal activity.
• Use explicit/obscene language or solicit/post sexually explicit images (actual or simulated).
• Post anything that exploits children or minors or that depicts cruelty to animals.
• Post any copyrighted or trademarked materials without the express permission from the owner.
• Disseminate any unsolicited or unauthorized advertising, promotional materials, ‘junk mail’, ‘spam’, ‘chain letters’, ‘pyramid schemes’, or any other form of such solicitation.
• Use any robot, spider, scraper or other automated means to access the Website.
• Take any action that imposes an unreasonable or disproportionately large load on our infrastructure.
• Alter the opinions or comments posted by others on this Website.
• Post anything clearly false or misleading.
• Post anything unrelated to our business, products or services.
• Post anything contrary to our public image, goodwill or reputation, provided that the foregoing will not apply to you if applicable law prohibits such limitations and restrictions.

This list of prohibitions provides examples and is not complete or exclusive. The Companies reserve the right to terminate your access with or without cause and with or without notice, for any reason or no reason, or for any action that the Companies determine is inappropriate or disruptive to this Website or to any other user of this Website. The Companies may report to law  enforcement authorities any actions that may be illegal, and any reports it receives of such  conduct. When legally required or at the Companies’ discretion, the Companies will  cooperate with law enforcement agencies in any investigation of alleged illegal activity on  this Website or on the Internet. 

You agree to indemnify and hold its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) the Companies or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third-party that your use of this Website or the use of this Website by any person using your user name and/or password (including without limitation, your participation in the posting areas or, your Submissions) violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third-party.

Intellectual Property Infringement. 

The Companies respect the intellectual property rights of others, and we ask you to do the same. The Companies may, in appropriate circumstances and at our discretion, terminate service and/or access to this Website for users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and/or trademark infringement and appears on our Website, please provide the Companies’ designated agent the following information:

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site.

Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at the Website, and information reasonably sufficient to permit the Companies to locate the material.

Information reasonably sufficient to permit the Companies to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.

A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law.

A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

The Companies’ agent for notice of claims of copyright or trademark infringement on this Website can be reached as follows:

Runway Growth Capital LLC
205 N. Michigan Ave
Suite 4200
Chicago, IL 60601
ATTN: Chief Compliance Officer

Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

Submitting a DMCA Counter-Notification

We will notify you that we have removed or disabled access to copyright-protected material that you provided, if such removal is pursuant to a valid DMCA take-down notice that we have received. If you receive such notice from us, you may provide us with a counter-notification in writing to the Companies designated agent that includes all of the following information:

1. Your physical or electronic signature;
2. Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
3. A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
4. Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which the Companies may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

Termination of Repeat Infringers

The Companies reserve the right, in its sole discretion, to terminate the account or access of any user of our web site and/or service who is the subject or repeated DMCA or other infringement notifications.

Warranties, Disclaimers and Limitations of Liability 

Your Warranties 

You represent and warrant to the Companies that (a) all Information, that you provide to us is accurate and truthful, (b) you have the authority to share your Information with us and to grant us the right to use your Information as provided in these Terms of Use and Privacy Policy and (c) your acceptance and use of the Website pursuant to these Terms of Use does not violate any applicable law or other contract or obligation to which you are a party or are otherwise bound.

Disclaimer of Warranties 

Your use of this Website and/or our services is at your own risk. The Content have not been verified or authenticated in whole or in part by the Companies, and they may include inaccuracies or typographical or other errors. The Companies does not warrant the accuracy of timeliness of the Content contained on this Website. The Companies have no liability for any errors or omissions in the Content, whether provided by the Companies, our licensors or suppliers or other users.

THE COMPANIES, FOR THEMSELVES AND ITS LICENSORS, MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THIS WEBSITE, OUR SERVICES, OR ANY MATERIALS RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS WEBSITE, INCLUDING WITHOUT LIMITATION THE MATERIALS. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS WEBSITE, OUR SERVICES, AND MATERIALS, AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS WEBSITE IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. THE COMPANIES DO NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER.

Limitation of Liability

THE COMPANIES SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS TO OR FROM THIS WEBSITE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANIES BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF THE COMPANIES KNOW THERE IS A POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL THE LIABILITY EXCEED THE GREATER OF $100 AND THE AMOUNTS YOU PAY THE COMPANIES FOR USE OF, OR IN CONNECTION WITH, THE WEBSITE.

Indemnification 

You will indemnify and hold the Companies harmless with respect to any suits or claims arising out of (i) your breach of these Terms of Use; (ii) your fraudulent or malicious use of the Website or your misuse or abuse of the Website or (iii) your violation of applicable laws, rules or regulations in connection with your use of the Website. YOU AGREE TO INDEMNIFY AND HOLD THE COMPANIES, ITS THIRD-PARTY VENDORS, CORPORATE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS HARMLESS FROM ANY AND ALL CLAIMS AND DEMANDS, INCLUDING, BUT NOT LIMITED TO REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD-PARTY DUE TO OR ARISING OUT OF ANY CONTENT SUBMITTED, POSTED, OR OTHERWISE PROVIDED BY YOU TO THE COMPANIES AND/OR ITS THIRD PARTY ADVERTISERS AND ANY BREACH BY YOU OR YOUR AFFILIATES, EMPLOYEES, AGENTS AND REPRESENTATIVES OF THESE TERMS OF USE.

Feedback

If you send or transmit any communications, comments, questions, suggestions, or related materials to the Companies, whether by letter, email, telephone, or otherwise (collectively, “Feedback”), suggesting or recommending changes to the Website, any services offered through the Website or Content, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. Except as prohibited by applicable law, you hereby assign all right, title, and interest in, and the Companies is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. Where the foregoing assignment is prohibited by law, you hereby grant Us an exclusive, transferable, worldwide, royalty-free, fully paid up license (including the right to sublicense) to use and exploit all Feedback as We may determine in our sole discretion. Notwithstanding the foregoing, you understand and agree that the Companies is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

Language

The Parties hereto have expressly required that these Terms and all documents and notices relating thereto be drafted in the English language.

Interpretation 

The Federal Arbitration Act and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to these Terms. 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 contained herein, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms of Use shall continue in effect. 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 upon or relating to the 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. Except as otherwise specified in these Terms of Use, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email. Notices to us must be sent in writing to the following address:

Runway Growth Capital LLC
205 N. Michigan Ave
Suite 4200
Chicago, IL 60601
ATTN: Chief Compliance Officer

or via email addressed to Joe McDermott, Chief Compliance Office, jm@runwaygrowth.com.

Notices to you will be sent to the email address you provide to us, which addresses may be updated from time to time upon written notice to the other party. The Content and derivatives thereof may be subject to laws and regulations of the United States and other jurisdictions. No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach. You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise. We may assign our rights and privileges under these Terms of Use (including your user registration), without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets, or to an affiliate, or in connection with a change in control. Subject to the foregoing, these Terms of Use shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

Term and Termination 

The term of these Terms of Use will continue for as long as we allow you access to and use of the Website. Sections titled “Content,” “Warranties, Disclaimers and Limitations of Liability,” “Interpretation,” and “Indemnification,” and this Section shall survive any termination or expiration of these Terms of Use.

(Please note that these policies do not cover our relationship with companies in which we have already invested; the definitive legal documents govern those cases.)

Questions? Contact Joe McDermott, Chief Compliance Office, jm@runwaygrowth.com.