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AGREEMENT OF TERMS AND CONDITIONS OF USE

1. INTRODUCTION


Monroe Capital LLC along with its affiliates, affiliated advisers and service providers (collectively referred to herein as “Monroe Capital,” “we” or “us”) provide the information on this web site (the “Website”) as a service to our customers and other visitors to be used for informational purposes only.  This agreement of terms and conditions of use (this “Agreement”) describes the terms and conditions under which Monroe Capital will permit persons to use the Website and the services that we make available on or through it (the “services”), including, without limitation, (1) persons who are authorized to use specified secure areas of the Website (“Authorized Users”) and (2) other persons who visit the Website but who are not authorized to use such secure areas (Authorized Users and other visitors are collectively referred to in this Agreement as “you”). 

BY ACCESSING AND USING THE WEBSITE, YOU SIGNIFY YOUR AGREEMENT TO ALL TERMS, CONDITIONS, DISCLOSURES AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT, AS WELL AS OUR PRIVACY POLICY, WHICH IS INCORPORATED HEREIN BY REFERENCE. PLEASE READ THIS AGREEMENT CAREFULLY AND REFER TO IT AS OFTEN AS NECESSARY. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU ARE NOT PERMITTED TO ACCESS OR USE THE WEBSITE.


Monroe Capital reserves the right, at its discretion, to update or revise this Agreement without notice.  Please check this Agreement periodically for changes.  You acknowledge that the information, materials, products and services on the Website are subject to change.  Your continued use of the Website following the posting of any changes to this Agreement constitutes acceptance of those changes.  Not all products and services described on the Website are available in all geographic areas.  Your eligibility for particular products and services is subject to determination by and the approval of Monroe Capital.


PLEASE NOTE THAT THE “ARBITRATION AND JURISDICTION” SECTION BELOW REQUIRES ALL CONTROVERSIES OR CLAIMS ARISING BETWEEN YOU AND MONROE CAPITAL AND ITS SUBSIDIARIES, OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS OR EMPLOYEES (WITH LIMITED EXCEPTIONS) TO BE RESOLVED IN BINDING ARBITRATION. BY ACCESSING AND USING THE WEBSITE, EXCEPT AS OTHERWISE NOTED BELOW, YOU WAIVE, KNOWINGLY AND VOLUNTARILY, ALL RIGHTS TO PROCEED IN A COURT OF LAW IN CONNECTION WITH ANY SUCH CONTROVERSY OR CLAIM, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO A JURY TRIAL OR TO BRING OR PARTICIPATE IN A CLASS ACTION.

2. INTELLECTUAL PROPERTY; LIMITED LICENSE TO USE WEBSITE

Except as specifically permitted below, nothing contained in this Agreement or the Website either grants or will be construed to grant to you or any third party any title or interest in, or any license or right to use or reproduce any information, content and materials available on the Website, including any image, text, software, code, trademark, logo or service mark contained in the Website, including without limitation the name or logo of Monroe Capital (collectively, “Site Content”). Monroe Capital reserves, and will enforce to the fullest extent possible, all rights that it may have with respect to all Site Content.  You acknowledge and agree that all Site Content are protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary and intellectual property rights and laws.


The trademarks, trade dress, logos, service marks and trade names of Monroe Capital (collectively, the “Monroe Capital Marks”), including, without limitation, the name and logo of Monroe Capital, may not be used, altered, modified or copied in any manner without our prior written permission and are protected under intellectual property laws.  All other trademarks that appear on the Website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.


Monroe Capital grants you a limited, nonexclusive license to display and otherwise use portions of the Website solely for your own private, non-commercial informational purposes only, and to print pages from the Website only in connection with that use, provided you keep intact all copyright and other proprietary notices. You may not modify, distribute, transmit, perform, reproduce, publish, license, create derivative works from, transfer or sell any Site Content.

3. RESTRICTIONS ON USE


Except as may be expressly authorized by Monroe Capital under a separate written agreement, you agree not to:

  • sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, broadcast, publish, adapt, edit, or create derivative works from any Site Content;  
  • systematically retrieve data or other content from the Website to create or compile, directly or indirectly, a collection, compilation, database or directory;
  • use spiders, robots, data mining techniques or other automated devices or programs to catalog, download, scrape, mine, or otherwise reproduce, store or distribute any Site Content, or use any such automated means to manipulate the Website, such as automating what are otherwise manual or one-off procedures;
  • circumvent, disable, or otherwise interfere with security-related features of the Website, including features that prevent or restrict the use or copying of any Site Content or enforce limitations on the use of the Website or the Site Content; or
  • take any action to interfere with, or disrupt, the Website or any other user’s use of the Website, including, without limitation, via means of overloading, “flooding,” “mailbombing” or “crashing” the Website, or circumvent any security or user authentication measures on the Website, or otherwise attempt to exceed the limited authorization and access granted to you under this Agreement;
  • use or attempt to use the Website or Site Content in any manner that violates applicable laws or regulations;
  • attempt to gain access to any area of the Website or any information for which you have not previously received authorization in writing from Monroe Capital; 
  • upload or attempt to upload to the Website any content (including text, communications, software, images, sounds, data, or other information) that contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of Monroe Capital or any third party;
  • upload or attempt to upload to the Website any information or content that infringes the intellectual property rights of any third party, or defames, slanders, violates privacy rights, or otherwise violates the rights of any third party;
  • display the Website in frames (or any of the Site Content via in-line links); and
  • use Site Content for any purpose not expressly permitted by this Agreement.  

4. NO OFFERING OF SECURITIES AND NO ADVICE


Neither the Website nor any Site Content is intended as an offer to sell, or the solicitation of an offer to purchase, any security, the offer and/or sale of which can only be made by definitive offering documentation. Any offer or solicitation with respect to any securities that may be issued by any investment vehicle managed by Monroe Capital or any of its affiliated entities will be made only by means of definitive offering memoranda and in accordance with the relevant securities and other laws of applicable jurisdictions.


Neither the Website nor the Site Content is intended to provide any investment, financial, legal, regulatory, accounting, tax or similar advice, and nothing on this Website should be construed as a recommendation, by Monroe Capital, any of its affiliated entities or any third party, to acquire or dispose of any investment or security, or to engage in any investment strategy or transaction.  Neither the receipt nor the distribution of information through the Website constitutes the formation of a partnership, investment advisory relationship, or any similar client relationship with Monroe Capital.  You should consult your own investment, legal, tax and/or similar professionals regarding your specific situation and any specific decisions.


You acknowledge that investment products and services available through Monroe Capital (i) are not FDIC-insured, (ii) are not deposits or obligations of, or guaranteed by, any bank, and (iii) involve a substantial degree of risk, including the risk of complete loss.  Past performance is not indicative of future results, and there can be no assurance that any investment objectives will be achieved.

5. SECURITY


You acknowledge and agree that Monroe Capital has put into place security measures designed to prevent unauthorized access to the information of other Authorized Users and, should you gain access to any information for which you have not received prior authorization, you will not view, download, print, harvest or collect, or attempt to view, download, print, harvest or collect, any such information.  You acknowledge and agree that, although Monroe Capital has implemented and uses commercially reasonable efforts to maintain security measures designed to prevent the unauthorized access by visitors and other Authorized Users to the information that you are authorized to access and use, no security measures are available that can be 100% guaranteed to prevent such unauthorized access.  Monroe Capital therefore does not warrant that such security measures will prevent such unauthorized access in each and every instance.

Certain areas of the Website may require registration or login credentials. You are responsible for maintaining the confidentiality of your account information, including your username and password. You agree to notify Monroe Capital immediately of any unauthorized use of your account or any other breach of security. Monroe Capital reserves the right to suspend or terminate accounts that violate this Agreement or pose security risks.

6. PRIVACY


In using portions of the Website, you may provide Monroe Capital with, or we may collect, personal information about you. Our Privacy Policy explains how we collect, use and store personal information and such Privacy Policy is incorporated herein by reference.

7. SUBMITTED MATERIALS


Unless specifically requested, we do not solicit, nor do we wish to receive, any confidential, secret or proprietary information or other material from you through the Website, by e-mail, through the “Contact” feature, or in any other way. Any information, proposals, requests, creative works, pictures, documents, demos, ideas, suggestions, concepts, methods, systems, designs, plans, techniques or other materials submitted or sent on or through the Website in any manner other than your personally identifiable information (collectively, “Submitted Materials”) will be deemed not to be confidential or secret, and may be used by us in any manner.

By submitting Submitted Materials on the Website, you: (i) represent and warrant that you have the necessary licenses, rights, consents and permissions to use such Submitted Materials and submit them to the Website; and (ii) you grant us a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use the Submitted Material (in whole or part) in any manner and/or to incorporate it (in whole or in part) in other works (including, without limitation, the Website), products or services in any form, media, or technology now known or later developed. We cannot be responsible for maintaining any Submitted Material that you provide to the Website, and we may delete or destroy any such Submitted Material at any time.

8. NO RELIANCE


While Monroe Capital uses commercially reasonable efforts to update the information contained in the Website, Monroe Capital makes no representations or warranties as to the accuracy, reliability or completeness of any information on the Website. Any Site Content is subject to change without notice. As noted above, permission by Monroe Capital to access this Website should not be construed as, or relied upon as, investment, financial, legal, regulatory, accounting, tax or similar advice.

9. MATERIALS TO BE CONSULTED IN THEIR ENTIRETY

All materials on the Website are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions, disclosures, hedge clauses, and any copyright or proprietary notices, including those contained in this Agreement. Any disclaimers, restrictions, disclosures or hedge clauses 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.

10. THIRD-PARTY SITES


The Website may link you to other sites on the internet.  Monroe Capital does not review or monitor any of the sites that link you to third-party sites.  These sites may contain information or material that some people may find inappropriate or offensive.  These other sites are not under the control of Monroe Capital, and you acknowledge that Monroe Capital is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites, nor will Monroe Capital be liable for any damages arising out of your access to such third-party sites.  The links herein are only for your convenience.  The inclusion of such a link does not imply endorsement, representation or warranty of the site or any of the site’s content, products or services by Monroe Capital or any association with its operators.  Monroe Capital disclaims any responsibility for the privacy, terms of use, and customer information practices of the linked third-party sites.

11. DISCLAIMER OF WARRANTIES

ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE. THE SITE CONTENT IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, MONROE CAPITAL DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR COMPLETENESS WITH RESPECT TO ALL SITE CONTENT.


You acknowledge that you are aware that by using this Website you may be subject to security and privacy exploitations, including, eavesdropping, sniffing, spoofing, hacking, breaking passwords, harassment, exposure to objectionable material, posturing, and/or other security or privacy hazards.

Monroe Capital and its licensors do not warrant that the Site Content is accurate, reliable or correct; that the Website will be available at any particular time or location; that any defects or errors will be corrected; that unauthorized access to or misappropriation of the content will not occur; or that the content is free of viruses or other harmful components. Your use of the Website is solely at your risk. Monroe Capital disclaims all liability for damages to your computer, server, electronic mail, electronic communications, or other technical difficulties that may arise from use of the Website, including any Site Content.  Monroe Capital reserves the right to correct any errors or omissions, and to change or update information or Site Content, at any time without prior notice, but is under no obligation to do so and does not represent that it shall correct any errors or omissions.

The Website is provided from the United States of America.  The laws of other countries may differ regarding the access and use of the Website.  We make no representations regarding the legality of the Website in any other country and it is your responsibility to ensure that your use complies with all applicable laws outside of the U.S.A.

12. LIMITATION OF LIABILITY; INDEMNIFICATION


TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES OR EVENT SHALL MONROE CAPITAL, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS OR EMPLOYEES BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF (INCLUDING RELIANCE ON THE INFORMATION OR MATERIALS ACCESSED THROUGH THE WEBSITE), OR INABILITY TO USE, THE WEBSITE, INCLUDING THE SITE CONTENT, OR THE UNAUTHORIZED ACCESS TO OR THE MISAPPROPRIATION OF ANY CONTENT MADE AVAILABLE ON OR THROUGH THE WEBSITE. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND GROSS NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OF LEGAL LIABILITY, EVEN IF MONROE CAPITAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND WILL REMAIN IN EFFECT EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.


IN NO EVENT WILL OUR AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND GROSS NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OF LEGAL LIABILITY, EXCEED $10.00. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE PROVISION FAILS OF ITS ESSENTIAL PURPOSE.


Your sole remedy for dissatisfaction with your use of the Website is to stop using the Website.

You hereby agree, at your own expense, to indemnify, defend and hold Monroe Capital and its subsidiaries, officers, directors, members, principals, investors, agents and employees harmless from and against any and all damages, liabilities, costs and expenses incurred by these parties in connection with any claim arising out of any breach by you of this Agreement or any of the representations, warranties and covenants made by you herein, including, without limitation, attorneys’ fees and costs. You shall cooperate as fully as reasonably required or requested in the defense of any such claim. Monroe Capital reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of Monroe Capital.

13. ACCESSIBILITY.


Monroe Capital is committed to ensuring that the Website is accessible to users with disabilities. If you encounter any accessibility barriers or need assistance accessing any content on the Website, please contact us at the address provided in the General section below, and we will work to provide you with the information in an alternative format.

14. ARBITRATION AND JURISDICTION


In the event of any dispute between you and Monroe Capital regarding this Agreement, including the Privacy Policy, the Website and/or any Site Content, you agree to first send Monroe Capital a notice of dispute, which is a written statement setting forth your name, address and contact information, and the facts giving rise to the dispute and the relief requested. You must send any notice of dispute by e-mail to legal@monroecap.com or by mail to Monroe Capital Partners LLC, 155 North Wacker Drive, 35th Floor, Attention: General Counsel. You and Monroe Capital will attempt to resolve any dispute through informal negotiation within thirty (30) days from the date that the notice of dispute is sent. If the parties are unable to resolve a dispute by negotiation, you agree that disputes must be resolved through binding arbitration rather than by a court, provided that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this Agreement. There is no judge or jury in arbitration and court review of an arbitration award is limited. It is important that you understand that the arbitrator’s decision will be binding and may be entered as a judgment in any court of competent jurisdiction.

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim by e-mail to legal@monroecap.com or by mail to Monroe Capital Partners LLC, 155 North Wacker Drive, 35th Floor, Chicago, Illinois 60606, Attention: General Counsel, in each case with “Arbitration Request” in the subject line.

The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in Chicago, Illinois.

ALL CLAIMS MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION.


Notwithstanding the foregoing, if more than one arbitration is commenced under this Agreement and a party contends that two or more arbitrations are substantially related and that the issues should be heard in one proceeding, the arbitrator selected in the first-filed proceeding shall determine whether, in the interests of justice and efficiency, the proceedings should be consolidated before that arbitrator.

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.


This Agreement shall be governed by the internal laws of the State of Illinois, without reference to its conflicts of laws provisions that would require the application of the laws of any other jurisdiction. TO THE FULLEST EXTENT PERMITTED BY LAW, ANY CLAIMS ASSERTED BY YOU IN CONNECTION WITH THE SITE OR THESE TERMS OF USE MUST BE ASSERTED IN WRITING TO MONROE CAPITAL WITHIN ONE (1) YEAR OF THE DATE SUCH CLAIM FIRST AROSE, OR SUCH CLAIM IS FOREVER WAIVED BY YOU.


Notwithstanding the foregoing, you acknowledge that any breach or threatened breach of this Agreement will result in irreparable harm for which damages would not be an adequate remedy, and, therefore, in addition to its rights and remedies otherwise available at law, Monroe Capital will be entitled to seek immediate equitable relief, including injunctive relief, as appropriate in any court of competent jurisdiction. If Monroe Capital seeks any equitable remedies, it will not be precluded or prevented from seeking remedies at law, nor will it be deemed to have made an election of remedies.

If any portion of the arbitration provisions in this Agreement is found to be invalid or unenforceable, the remainder of the arbitration provisions shall continue in full force and effect. If the class action waiver is found to be unenforceable, then the entirety of this arbitration provision shall be null and void, and any dispute shall be resolved in court. If any other portion of the arbitration provisions is found to be unenforceable, such portion shall be severed and the dispute shall be resolved through arbitration in accordance with the remaining enforceable provisions.

15. GENERAL


Any notice to Monroe Capital shall be given in writing and sent by registered mail to Monroe Capital Partners LLC, 155 North Wacker Drive, 35th Floor, Chicago, Illinois 60606, Attention: General Counsel.

If any provision of this Agreement 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 this Agreement 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.

Any waiver by Monroe Capital of a breach of any provision of this Agreement will not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement.  Any waiver must be in writing.  Failure by Monroe Capital to insist upon strict adherence to any term of this Agreement on one or more occasions will not be considered a waiver or deprive Monroe Capital of the right to insist upon strict adherence to that term or any other term of this Agreement.

Monroe Capital reserves the right, in its sole discretion, to terminate your access to all or part of the Website, with or without notice, for any reason or no reason, including without limitation your violation of this Agreement.

You may not assign or transfer any of your obligations or rights under this Agreement to any person without Monroe Capital’s prior written consent.  You understand and agree that Monroe Capital may suspend or terminate your access to and use of the Website at any time and for any reason, including by blocking your IP address and disabling and terminating any user account that you may have created.  In addition, Monroe Capital may terminate this Agreement at any time and for any reason, and Monroe Capital may notify you about such termination by any means, provided that any obligations and rights which by their nature should survive termination of this Agreement will survive and remain in effect after termination.

Statements included herein may constitute “forward-looking statements,” which relate to future events or our future performance or financial condition. These statements are not guarantees of future performance, conditions or results, reflect our subjective judgment, involve a number of risks and uncertainties and should not be relied upon in making investment decisions. Actual results and conditions may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in our filings with the Securities and Exchange Commission. We can make no assurance that future performance will match expectations. You should not rely on the information contained on the Website, but rather refer to our or our applicable affiliate’s official filings with the Securities and Exchange Commission. Links from the Website likewise are not intended to incorporate by reference or endorse any third-party statements about any of our or our affiliates’ financial condition or future earnings. Monroe Capital undertakes no duty to update any forward-looking statements made herein.

This Agreement or your use of the Website shall not be construed to create any joint venture, partnership, or agency or employment relationship between you and us, or between you and our parent, subsidiaries and affiliates, and its and their officers, directors, members, principals, investors, clients, agents or employees.

This Agreement and the Privacy Policy constitutes the entire and only agreement between Monroe Capital and you as a user of the Website with respect to the subject matter of this Agreement.

Last updated: November 2025