Terms and Conditions of Use

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS WEBSITE. These Terms and Conditions of Use (“Terms”) are intended to constitute a binding agreement that conditions your use of the website of MidCap Financial Services LLC (together with its subsidiaries and affiliates, “MidCap Financial”, “we”, “us” and “our (collectively, the “Site”).

By using the Site, you acknowledge that you have read these Terms and use and you agree to be bound by them without limitation or qualification. If you do not agree to these Terms, do not use the Site. Our Privacy Policy constitutes part of these Terms and is hereby incorporated by reference. MidCap Financial reserves the right, at our discretion, to change these Terms at any time without prior notice. The revised Terms will become effective at the time of posting, and any use of the Site after the effective date constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, do not continue to use the Site. We suggest that you review these Terms periodically for changes.

MidCap Financial will not treat users of the Site as its clients by virtue of their accessing the Site. Nothing contained in these Terms is intended to modify any other written agreement you may have with MidCap Financial, if any, that may be in effect. In the event of any inconsistency between these Terms and any other written agreements with MidCap Financial, the terms of the other written agreements shall control. Additional terms and conditions of use may be applicable to password-restricted areas of the Site.

Disclaimer and Limitation of Liability

NOTHING CONTAINED IN THE SITE CONSTITUTES INVESTMENT, LEGAL OR TAX ADVICE. NEITHER THE INFORMATION, NOR ANY OPINION CONTAINED IN THE SITE CONSTITUTES A SOLICITATION OR OFFER BY MIDCAP FINANCIAL, ANY OF ITS 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 SITE AND ANY DECISIONS BASED ON SUCH INFORMATION. AS A CONDITION OF ACCESSING THE SITE, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, YOU AGREE TO HOLD MIDCAP FINANCIAL AND ITS 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.

THE SITE AND ALL INFORMATION AND MATERIALS CONTAINED THEREIN ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND (EITHER EXPRESS OR IMPLIED). MIDCAP FINANCIAL MAKES NO WARRANTY THAT THE SITE WILL BE UNINTERRUPTED, RELIABLE, ERROR-FREE, VIRUS-FREE, MALWARE-FREE, CURRENT, ACCURATE OR COMPLETE, OR WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS. YOU AGREE THAT TEMPORARY INTERRUPTIONS OF THE SITE MAY OCCUR AND WE HAVE NO CONTROL OVER ANY THIRD PARTY NETWORKS IN CONNECTION WITH OUR SERVICES OR ANY DELAYS OR DISRUPTIONS OF NETWORK TRANSMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY TYPOGRAPHICAL ERRORS OR OMISSIONS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, MIDCAP FINANCIAL AND ITS AFFILIATES DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MIDCAP FINANCIAL AND ITS AFFILIATES SHALL NOT BE LIABLE IN ANY RESPECT FOR ANY DAMAGES WHATSOEVER ARISING FROM USE OR INABILITY TO USE THE SITE OR MATERIALS CONTAINED THEREIN (INCLUDING WITHOUT LIMITATION, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, DAMAGES ARISING FROM LOST DATA OR BUSINESS INTERRUPTION, OR LIABILITY IN RELATION TO ERRORS OR OMISSIONS IN ANY INFORMATION OR MATERIALS OR THE USE OR INTERPRETATION BY OTHERS OF SUCH INFORMATION OR MATERIALS), WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF MIDCAP FINANCIAL, ITS AFFILIATES OR THEIR AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING, AND IN ADDITION TO THE FOREGOING, IN NO EVENT SHALL THE TOTAL LIABILITY (IF ANY) OF MIDCAP FINANCIAL AND ITS AFFILIATES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED IN THE AGGREGATE THE AMOUNT PAID BY YOU TO MIDCAP FINANCIAL, IF ANY, FOR YOUR ACCESS TO THE SITE. PLEASE NOTE THAT SOME JURISDICTIONS LIMIT OR PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU.

Restrictions on Use of Site and Site Materials

By accessing the Site, you are hereby granted a limited, revocable, non-exclusive, non- sublicensable, personal license to access and use the Site for your informational purposes only. This license is subject to your compliance with these Terms, the Privacy Policy and all other posted terms and conditions on the Site. You may not reproduce, publicly perform, publicly display or distribute any information and materials available on the Site except as otherwise expressly authorized on the Site, or copy, modify or make any derivative works of the Site or information or materials available on the Site, in whole or in part. This license will terminate immediately upon your unauthorized use of the Site or any information or materials available on the Site. All rights not expressly granted to you in these Terms are reserved.

Unless otherwise expressly noted, all information and materials, including, without limitation, images, illustrations, designs, icons, photographs, video clips, and written and other materials, that are part of the Site are copyrights, trademarks, service marks, trade names, trade dress and/or other intellectual property owned, controlled or licensed by MidCap Financial and/or its affiliates. No material from the Site may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way; provided, however, that you may download, where specifically permitted, one copy of the materials on any single computer for your personal, non-commercial use only, provided you keep intact and properly display all copyright and other proprietary notices. You may not distribute, modify, transmit, reuse, repost, or use the content of the Site, including, without limitation, any text, images, audio and video, for public or commercial purposes without MidCap Financial’s written permission. Modification or use of the information or materials for any other purpose may violate the copyright, trademark and other intellectual property rights of MidCap Financial and/or its affiliates. MidCap Financial does not grant any license or right to use any registered or unregistered trademarks or service marks displayed on the Site.

You agree not to: (a) “flood,” “spam,” “mailbomb” or overload any of the Site or otherwise take any action that may result in damage, impairment or overload of any of the Site’ infrastructure; (b) use any device, software or routine to attempt to interfere with any of the Site’ functionality or appearance; (c) data mine, data scrape or otherwise attempt to use any software, device, tool or technique (including without limitation, browsers, spiders, robots, avatars or intelligent agents) to navigate or search any of the Site to harvest, extract or collect information from the Site; (d) attempt to decompile, disassemble or reverse-engineer any of the Site’ source code or software; (e) impersonate any person or entity other than yourself or create a user account for anyone other than yourself; (f) create another user account without permission if MidCap Financial has suspended or terminated your user account; (g) use the Site to violate anyone’s rights or applicable laws or regulations or do anything malicious, misleading, defamatory, libelous, abusive, fraudulent, deceptive or discriminatory; (h) assist or encourage violations of these Terms, the Privacy Policy or applicable laws or regulations; (i) use any hidden text or metatags using “MidCap Financial” or any of our trademarks, service marks or names without our prior written consent or (j) violate or attempt to violate the security of any of the Site (including without limitation, accessing user accounts, servers or data without authorization, probing or testing the vulnerability of any of the Site’ authentication measures, security or system infrastructure without proper authorization, or otherwise interfere with service to any user, host or network).

If you violate any part of these Terms, your permission to access or use the Site and content of the Site automatically terminates and you must immediately destroy any copies of such content in your possession or control. We reserve the right, in our sole discretion and without notice to you, to terminate or suspend your user account and your license to use the Site and prevent your future access to and use of the Site.

Jurisdictional Issues

Unless otherwise specified, the materials in or accessible through the Site are directed at residents of the United States, its territories, possessions, and protectorates. The Site are controlled and operated by MidCap Financial from its offices within the State of Maryland, United States of America. Neither MidCap Financial nor any of its affiliates make any representation that materials in or accessible through the Site are appropriate or available for use in other locations or that access to them where their content is located is not illegal and prohibited. Those who choose to access the Site from other locations do so on their own initiative and are responsible for establishing the legality, usability and correctness of any information or materials under any or all jurisdictions and the compliance of that information or material with local laws, if and to the extent local laws are applicable. You may not use or export the information or materials in violation of U.S. export laws and regulations. The information provided in or accessible through the Site is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject MidCap Financial and/or its affiliates to any registration or other requirement within such jurisdiction or country.

Transmissions to and from the Site

Electronic communications can be intercepted by third parties and, accordingly, electronic mail and other transmissions to and from the Site may not be secure. Any communications to MidCap Financial should be sent to the contact information provided in the “Contact Us” section of the Site. You are responsible for any content that you post on the Site or submit to us via contact forms on the Site, email, social media accounts or otherwise, including your feedback, comments, questions, ideas, suggestions, survey responses or other information or materials (“User Materials”). By submitting any User Materials, you hereby grant to MidCap Financial an irrevocable, perpetual, worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable license to use, display, reproduce, publish, transmit, store, modify and create derivative works of your User Material. Further, if you provide any feedback, suggestions, ideas, know-how or other information (“Feedback”) to MidCap Financial via the Site or otherwise, you hereby assign to MidCap Financial all rights in the Feedback and agree that MidCap Financial may use such Feedback for any purpose without compensation to you. MidCap Financial will treat all User Materials and Feedback as non-confidential and non-proprietary, and you agree that you will not submit to MidCap Financial any information considered to be confidential or proprietary. You hereby represent and warrant that any User Materials and Feedback you submit to us is either your original content or that you have obtained all necessary rights to your User Materials and Feedback, including the right to authorize us to use your User Materials and Feedback as set forth in these Terms.

Links to Other Web Site and Services

MidCap Financial does not review or monitor any website linked from or to the Site and none of them is or will be responsible for the content of any such linked website. If you decide to access linked website, you do so at your sole risk. Neither MidCap Financial nor any of its affiliates are responsible for the information, materials, products or services obtained on or from such other website, nor will any of them be liable in any respect whatsoever for any damages arising from your access to such website. Any links from or to other website are provided merely for the convenience of the users of the Site and the inclusion of these links does not imply an endorsement, representation or warranty by MidCap Financial or any of its affiliates with respect to any such linked website or the content, products or services contained or accessible through, or the operators of, such website. In addition, you agree not to link any of your website or any third-party website to any of the Site without the express prior written consent of MidCap Financial. MidCap Financial reserves the right, at any time, for any reason not prohibited by law, to deny permission to anyone to link a website from or to the Site.

Waiver

No waiver by MidCap Financial or any of its affiliates of any right under or term or provision of these Terms will be deemed a waiver of any other right, term or provision of these Terms at that time or a waiver of that or any other right, term or provision of these Terms at any other time.

Governing Law and Consent to Jurisdiction

THESE TERMS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND. YOU AGREE THAT ANY DISPUTE OR ACTION AT LAW OR IN EQUITY ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SITE SHALL BE COMMENCED ONLY IN THE STATE OR FEDERAL COURTS LOCATED IN MONTGOMERY COUNTY, MARYLAND AND YOU HEREBY CONSENT AND SUBMIT TO THE PERSONAL JURISDICTION OF SUCH COURTS FOR THE PURPOSES OF ANY SUCH DISPUTE OR ACTION.

Other

If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms, together with the Privacy Policy and other posted policies on the Site, together represent the entire agreement between MidCap Financial, on the one hand, and you, on the other, relating to the subject matter hereof. We may assign the Site and our rights and duties under these Terms, the Privacy Policy and other posted policies in connection with any reorganization, change of control or asset sale in our sole discretion. No course of conduct or trade practice will be deemed to modify these Terms in any respect.

Last updated June 2018