TERMS OF USE
February 2023
Please read these Terms of Use (these “Terms of Use”) carefully, as they constitute a binding contract between you (“you” or “your”), and Canyon Partners, LLC, Canyon Capital Advisors LLC, Canyon Partners Real Estate LLC, Canyon CLO Advisors LP and River Canyon Fund Management LLC, and any their respective affiliates (collectively “Canyon” or “We,” “Us,” or “Our”). These Terms apply to your use of the website made available at www.canyonpartners.com, our investor portal, and any other website that links to these Terms of Use (collectively, the “Sites”), and includes any information, data, tools, products, services and other content that we make available to you on or through the Sites (together, “Content”).
If you are an investor, these Terms of Use supplement your existing agreement with Us and apply except to the extent that they conflict with your existing agreements, in which case your existing agreements will govern.
THESE TERMS OF USE CONTAIN IMPORTANT PROVISIONS THAT LIMIT OUR LIABILITY AND THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF CERTAIN DISPUTES. BY CLICKING “I ACCEPT” OR BY ACCESSING OR USING THE SITES, YOU AGREE TO BE BOUND BY THESE TERMS IN THEIR ENTIRETY. If you do not agree to these Terms of Use, you may not access or use the Sites. You may contact Canyon at the address provided below with questions about these Terms of Use.
1. Accounts, Account Security and Communication Preferences
You may need to register for an account (“Account”) to access some or all of our services. It is your responsibility to select a robust password and to prevent disclosure of your login and password, and to change your password if you feel that its security has been compromised. You may change your password at any time. We are not responsible for any damages that result from your failure to keep your password secure. You must maintain the security of your Account, not share your Account credentials, and promptly notify us if you discover or suspect that someone has accessed your Account without your permission. If you permit others to use your Account credentials, you are responsible for the activities of such users that occur in connection with your Account.
As part of activating your Account, you are required to provide us with a valid email address and to update your email address if it changes. By creating an Account, you also consent to receive electronic communications from Canyon (e.g., via email, text message, or by posting notices to the Sites). These communications may include operational notices about your Account, and are part of your relationship with us. You agree that any communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. When permitted by applicable law, we may also send you promotional communications via email, including newsletters, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided.
Certain portions of these Sites are password protected and the content of such areas are subject to the confidentiality provisions of the respective Canyon fund documents. By entering those portions of the Sites you are agreeing to be bound by the confidentiality provisions of the respective fund documents. Without limiting the generality of any other disclaimers in these Terms of Use, Canyon is not responsible for any loss to you that arises from such use or action or from your failure to comply with these provisions regarding maintaining the security and confidentiality of your password.
2. Privacy
Please see our Privacy and Cookie Policy for a description of how we collect, use, and disclose your personal information when you access or use the Sites. The Privacy and Cookie Policy is incorporated into these Terms of Use.
3. Limited License to Use the Sites
The Sites are owned by Canyon. The Sites and the Content are protected by one or more copyrights, patents, database rights, trademarks, service marks and/or other intellectual property and proprietary rights that are owned by Canyon, its affiliates and/or third parties.
Canyon grants you a limited right to use the Sites and Content only for your own private, non-commercial informational purposes only, and to print pages from the Sites only in connection with that use. You may not modify, distribute, transmit, perform, reproduce, publish, license, create derivative works from, transfer or sell any Content, including any text, graphics, logos and other source-identifying symbols, designs, icons, images, or other information, software or code obtained from the Sites. You are prohibited from removing any copyright, trademark or other proprietary notice or legend contained on (or printed from) the Sites or on any printed pages. In addition, you are prohibited from decomposing, decompiling, reverse engineering, disassembling or otherwise deconstructing all or any portion of the Sites.
All Content on the Sites is meant to be reviewed in its entirety, including any footnotes, legal disclaimers, restrictions or disclosures, and any copyright or proprietary notices. Any disclaimers, restrictions or disclosures apply to any partial document or material in the same manner as they do the whole, and will be deemed incorporated in the portion of any material or document that you consult or download.
Your continuing right to use the Sites is subject to your agreement to abide by these Terms of Use in their entirety, as well as any other rules, procedures, policies, terms or conditions that govern all or any portion of the Sites. At any time and for any reason we may revoke your right to use all or any portion of the Sites.
The “Canyon Partners” name and logo and all other Canyon names, marks, logos, and other identifiers are trademarks and service marks of Canyon. You may not use or display any Canyon trademarks, trade names, or logos without our prior written permission. We reserve all rights.
If you choose to provide us with any comments, suggestions, ideas, or other feedback, you agree that we have an unrestricted right to use them, and you are not entitled to receive any compensation.
4. Prohibited Uses
We want to make sure the Sites are safe places for us and our users. For this reason, we need to have certain rules about the use of the Sites, including certain conduct that is prohibited. You agree not to (a) use the Sites in any way that is unlawful, illegal, or unauthorized; (b) engage in any conduct is likely to disrupt our Sites in any way; (c) Use our Sites in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Sites or that could damage, disable, overburden or impair the functioning of our Sites in any manner; (d) reverse engineer any aspect of our Sites or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Sites; (e) attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Sites that you are not authorized to access; or (f) use our Sites for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms of Use.
5. No Offer of Securities
Canyon manages funds for high net worth families, funds and institutions. Nothing on the Sites or in these Terms of Use shall be construed (i) as an offer to sell securities, a recommendation regarding any securities, or a solicitation of an offer to buy securities in any Canyon fund or account; or (ii) as an offer by Canyon to act as an investment advisor for any person. All such offers may be made only to privately solicited investors who have been pre-qualified as to both investment suitability and net worth, including, without limitation, qualifying as accredited investors within the meaning of the Securities Act of 1933, as amended, after delivery of required disclosure documents and offering memoranda, and only in such jurisdictions in which such an offer would be lawful.
6. No Reliance
All Content provided on the Sites is for informational purposes only. Any estimates, projections or predictions on these Sites are intended to be forward-looking statements. Although Canyon believes that the expectations in such forward-looking statements are reasonable, it can give no assurance that any forward-looking statements will prove to be correct. Such estimates are subject to actual known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those projected. Canyon expressly disclaims any obligation or undertaking to update or revise any forward-looking statement contained herein to reflect any change in its expectations or any change in circumstances upon which such statement is based.
No statements contained on the Sites should be construed as a guarantee or assurance of future performance or future results. Canyon’s past performance is not indicative of future results.
There are various risks you assume when reviewing the Content on the Sites.
Dated Content speaks only as of the date indicated. We may modify the Content on the Sites at any time and without notice to you.
We make reasonable efforts to provide accurate Content, but at times we may not promptly update or correct the Sites even if we are aware that it is inaccurate, outdated or otherwise inappropriate. In addition, 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 on the Sites.
The Content on the Sites is not intended to be, and you should not consider anything on the Sites to be, investment, accounting, tax or legal advice. You are encouraged to discuss information that you learn from the Sites with your financial, legal or tax advisors and others with whom you share investment decisions.
7. Your Representations and Warranties
You represent and warrant that you have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to these Terms of Use.
You represent and warrant that you have not and you will not enter into any agreement or perform any act which might contravene the purposes and/or effects of these Terms of Use.
You represent and warrant that you will not delete any Content from the Sites.
8. Third Party Links
The Sites may contain links to third-party websites, products, and services (each, a “Linked Third-Party Site”). Such links do not constitute or imply Canyon’s approval, sponsorship or endorsement of any Linked Third-Party Site. Canyon is not responsible for, and makes no representations or warranties, express or implied, with respect to any Linked Third-Party Site. Your access and use of Linked Third-Party Sites is solely at your own risk. When you access and use a Linked Third-Party Site, you are subject to the terms and conditions of use and privacy policy for such Linked Third-Party Site. Any rights, claims or actions you may have in respect of a Linked Third-Party Site can only be brought directly against the provider of that Linked Third-Party Site.
9. No Warranty
CANYON DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SITES THAT THE LAW ALLOWS IT TO DISCLAIM. THE SITES ARE PROVIDED “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS.”
WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE SITES INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING OUR GENERAL DISCLAIMER, WE DO NOT WARRANT THE AVAILABILITY, ACCURACY, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OF THE SITES OR ANY PART OF THE CONTENT. CANYON’S LIABILITY WITH RESPECT TO THE SITES IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
10. Limitation of Liability
IN NO EVENT SHALL CANYON, ITS AFFILIATES, OR ITS OR THEIR OFFICERS, DIRECTORS, MANAGERS, PRINCIPALS, AGENTS AND EMPLOYEES BE LIABLE FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES, INCLUDING INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SITES OR WITH ANY DELAY OR TECHNICAL PROBLEMS IN USING THE SITES, OR ANY INFORMATION AND MATERIALS OBTAINED THROUGH THE SITES, OR OTHERWISE ARISING OUT OF THE USE OF THE SITES; IN ANY CASE WHETHER BASED ON THEORIES ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. SUCH LIMITATIONS APPLY EVEN IF CANYON, ITS AFFILIATES, OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, MANAGERS, PRINCIPALS, AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. SOME STATES AND OTHER JURISDICTIONS LIMIT THE APPLICABILITY OF DISCLAIMERS OR LIMITATIONS OF LIABILITY, IN WHICH CASE SUCH LIMITATIONS SHALL APPLY ONLY TO THE MAXIMUM EXTENT LEGALLY ENFORCEABLE IN THE APPLICABLE JURISDICTION.
11. Breach and Indemnification
You will be responsible for any liability to Canyon that arises out of your breach of these Terms of Use or your use of the Sites.
You agree to indemnify, defend and hold harmless Canyon and its affiliates, agents, 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 Sites (ii) your breach of these Terms of Use or any representation, warranty or covenant made by you in these Terms of Use, (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 these Terms of Use.
12. Updates to the Sites and Modifications to the User Agreement
We reserve the right to change or otherwise modify these Terms of Use at any time, although we are bound by the terms posted when you visit the website with respect to that visit. You acknowledge that Canyon may update the Sites and the Content, and may modify the terms of these Terms of Use at any time. Modifications to these Terms of Use will be effective immediately upon posting unless we indicate otherwise. You agree to review periodically the terms of these Terms of Use.
By entering any of the Sites you agree to and fully accept these Terms of Use in its then current form each time you enter the Sites.
13. Managing Disputes
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT LIMITS THE MANNER IN WHICH YOU MAY SEEK RELIEF FROM US.
WAIVER OF RIGHT TO PURSUE CLASS ACTION CLAIMS
YOU AND CANYON AGREE THAT EACH MAY BRING CLAIMS OR OTHERWISE RESOLVE DISPUTES AGAINST THE OTHER PARTY ONLY ON AN INDIVIDUAL BASIS, AND WAIVE ANY RIGHT TO PURSUE ANY CLAIMS AS A PLAINTIFF OF CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. FURTHER, YOU AND CANYON AGREE THAT A DISPUTE WILL NOT BE BROUGHT AS A CLASS OR OTHER TYPE OF REPRESENTATIVE ACTION ON BEHALF OF YOU OR ANY OTHER INDIVIDUAL OR GROUP OF INDIVIDUALS.
GOVERNING LAW; VENUE
You and Canyon agree that these Terms of Use and any claim or dispute between you and Canyon relating to your use of the Sites will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws’ provisions. Any litigation arising out of or connected in any way with these Terms shall take place on an individual basis in a State or Federal court of competent jurisdiction located in Los Angeles, California. Notwithstanding the foregoing, however, you and the Canyon agree that Canyon may commence and maintain an action or proceeding seeking injunctive or other equitable relief in any court of competent jurisdiction. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Use remain in full force and effect.
LIMITATION ON TIME TO BRING AN ACTION
YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITES BROUGHT BY YOU MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR SUCH CLAIM OR CAUSE OF ACTION WILL BE FOREVER BARRED.
14. General
Canyon may monitor and record activity on the Sites and respond in compliance with our Privacy Policy as we deem appropriate.
Any notice to Canyon shall be to the Legal Department, at legal@canyonpartners.com.
If any provision of these Terms of Use is held to be invalid or unenforceable in any jurisdiction, such provision shall be deemed modified to the minimum extent necessary so that such provision shall no longer be held to be invalid or unenforceable, and these Terms of Use shall be interpreted so as to achieve the intent expressed herein to the greatest extent possible in the jurisdiction in question. Any such modification, invalidity or unenforceability shall be strictly limited both to such provision and to such jurisdiction.
15. Contact Us
If you have any questions regarding our Sites or these Terms of Use, you can contact us.
