GREYCROFT
TERMS OF USE

Updated November 2022

Except as set forth below, the information on this Website is maintained and kept current and up-to-date. Capitalized terms that are used herein but not otherwise defined shall have the meaning in the Form ADV, Part 2 Brochure of Greycroft LP (together with is affiliates, “Greycroft”, “we”, “us”, or the “Company”).

This website is maintained and operated by Greycroft and has been prepared solely for informational purposes.  All use of this website and other websites maintained by Greycroft that may be accessible through this website, including any password protected areas or data rooms (collectively, the “Website), are subject to the terms and conditions contains in these Terms of Use (the “Agreement”).  Please read this page carefully.  By accessing, browsing or using the Website, you acknowledge that you have read and understood and agree to be bound by this Agreement. If you do not accept the terms and conditions of the Agreement, do not use the Website. 

You understand and agree that we may change this Agreement at any time without prior notice. You may read a current, effective copy of this Agreement at any time by selecting the “Legal Disclaimer” link on the Website. The revised Agreement will become effective at the time of posting. If any change to this Agreement is not acceptable, your sole remedy is to discontinue using the Website. Any use of the Website after such date shall constitute acceptance by you of such revised Agreement.

Nothing in this Agreement or on the Website constitutes (i) an offer, or solicitation of an offer, to purchase or sell any security, other asset or service, or (ii) a basis for making any investment decision. All offers or solicitations will be made only in accordance with the terms and conditions of, and information contained in, the Limited Partnership Agreement, related subscription documents or other similar documents, which terms, conditions, and information supersede the terms, conditions and information contained herein. Nothing contained herein constitutes, investment, legal, financial, or tax advice, nor does any information contained herein constitute a comprehensive or complete statement of the matters discussed or the law relating thereto. 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. 

Nothing contained in this Agreement is intended to modify or amend any other written agreement you may have with Greycroft (including, without limitation, any subscription agreement, non-disclosure or confidentiality agreement, or limited partnership or limited liability company agreement) (“Other Agreements”), if any, that may currently be in effect. In the event of any inconsistency between this Agreement and any Other Agreements, the Other Agreements will govern. To the extent this Agreement conflicts 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.

The information on the Website is being provided Materials are provided for informational purposes only.  The Website and information contained therein are not directed towards any existing or prospective investor in any Greycroft fund.  The Website and information contained therein are provided in summary form and do not purport to be complete.  

Select Portfolio Investments

Please note that any investments or portfolio companies referenced in the Website are illustrative and do not reflect the performance of any Greycroft fund as a whole. No assumptions should be made that these investments were or will be profitable.  Not all Greycroft investments had or have the characteristics, prospects, performance, or projected successes highlighted on the Website.  For a complete list of all Greycroft investments, excluding those in stealth mode please visit https://www.greycroft.com/investments/.

Portfolio Company Endorsements

Certain portfolio company founders who provided their name and opinion as listed on our website are current investors in a Greycroft fund in which they receive a fee reduction. Such fee reductions were not provided in exchange for or an incentive for their feedback, nor contingent upon the individual’s approval for Greycroft’s continued use.

Forward Looking Statements and Past Performance

Statements on the Website (including those relating to current and future market conditions and trends in respect thereof) that are not historical facts are based on current expectations, estimates, projections, opinions, and/or beliefs of Greycroft. Such statements involve known and unknown risks, uncertainties, and other factors, and undue reliance should not be placed thereon. In addition, no representation or warranty is made with respect to the reasonableness of any estimates, forecasts, illustrations, prospects, or returns, which should be regarded as illustrative only, or that any profits will be realized. Certain information contained herein constitutes “forward-looking statements,” which can be identified by the use of terms such as “may”, “will”, “should”, “expect”, “project”, “estimate”, “intend”, “continue”, “target”, or “believe” (or the negatives thereof) or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results may differ materially from those reflected or contemplated in such forward-looking statements. No representation or warranty is made as to future performance or such forward-looking statements. Greycroft undertakes no obligation to update publicly or revise any forward-looking statements, whether because of new information, future developments, or otherwise.

Any transactions described on the Website as having been engaged in by Greycroft are included as representative transactions and are not necessarily reflective of overall results of any of Greycroft’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 like those achieved in the past, or that significant losses will be avoided.

Third Party Sites

We accept no responsibility for third-party sites available through this Website, via hyperlink or otherwise (“External Sites”). You are encouraged to review the terms of use applicable to those External Sites. Any access to, or use of, a third-party site is solely at your own risk.

Links to External Sites are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator for those External Sites if you have any concerns regarding any content located on such External Sites.

We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.

Source of Information

Certain of the information on the Website is from third-party sources. Similarly, this Presentation discusses general activity or industry or sector trends and should not be construed as research or investment advice. While Greycroft believes such sources to be reliable, Greycroft has not updated any such information through the date hereof or undertaken any independent review of such information. 

Limited Liability and Warranty

THE WEBSITE AND ALL INFORMATION PROVIDED THEREIN ARE PROVIDED “AS IS,” AND MAY NOT BE RELIED UPON FOR ANY PURPOSE AND ARE NOT SUBJECT TO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND.  Greycroft and its officers, directors, employees, agents, suppliers, or licensors (collectively, the “Greycroft Parties”) make no warranties or representations about the Website or its content, including but not limited to its accuracy, reliability, completeness, timeliness, non-infringement, or fitness for a particular purpose. 

In no event shall any Greycroft Party be liable for any damages whatsoever (including, without limitation, incidental and consequential damages, lost profits, or damages resulting from lost data or business interruption) resulting from your use or reliance upon the Website or its content, whether based on warranty, contract, tort (including negligence) or any other legal theory, even if a Greycroft Party has been advised of the possibility of such damages.

Some jurisdictions limit our ability to disclaim liability or exclude implied warranties.  With respect to such jurisdictions, the liability of the Greycroft Parties shall be limited to the greatest extent permitted by law.

Use of the Website

In connection with your use of this Website, you agree not to:

  • take any action that imposes an unreasonable or disproportionately large load on this Website’s infrastructure;
  • use any device, software, or routine to interfere or attempt to interfere with the proper working of this Website or any activity being conducted on this Website;
  • use or attempt to use any engine, software, tool, agent or other device or mechanism (including, without limitation, browsers, spiders, robots, avatars, or intelligent agents) to navigate or search this Website to harvest or otherwise collect information from this Website to be used for any commercial purpose; or
  • attempt to decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of this Website.

You further agree not to violate or attempt to violate the security of this Website, including, without limitation:

  • accessing data not intended for you or logging into a server or account that you are not authorized to access;
  • attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or
  • attempting to interfere with service to any user, host, or network, including, without limitation, by way of submitting a virus to, or overloading, “flooding”, “spamming”, “mailbombing” or “crashing”, this Website.

We may investigate occurrences that may involve violations of the security of this Website or of the law and we may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. We reserve the right to disclose any information about you or your use of our website in connection with any investigations by us or law enforcement authorities.

Site Content

This Website may contain and/or make available for download material, such as software, text, graphics, images, works of authorship and other material (collectively referred to as the “Content”). The Content is the property of Greycroft or others and is protected by United States and foreign copyright and other laws. All Content displayed on the Website are the property of their respective owners, who may or may not be affiliated with Greycroft.  Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. You may not (i) modify, transmit, or create derivative works based on any Content, (ii) sell, transfer, assign, license, sublicense or modify the Content, or (iii) reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose, in each case in whole or in part. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.

If you violate any part of this Agreement, your permission to access and/or use the Content and Website automatically terminates and you must immediately destroy any copies you have made of the Content.

Nothing on this Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Content or trademarks displayed on this Website, without the prior written permission of Greycroft or such other third party that may own the Content or trademark displayed on the Website. 

International Use

This Website is operated and controlled by Greycroft in the United States. We make no claims concerning whether the Content may be downloaded, viewed or be appropriate for use outside of the United States. If you access the Website or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.  The information on the Website 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 Greycroft to any registration requirements within such jurisdiction or country.  Any offer for any matter made on this Website is void where prohibited.

Social Media

The information on these pages (Greycroft Twitter, Greycroft LinkedIn, and Greycroft Medium Blog), and other social media sources are for informational purposes only.  Nothing on or within these pages constitutes an offer to sell, or solicitation of an offer to buy, any security or product of Greycroft or any Greycroft-managed funds.  Greycroft is not responsible for any content posted by third parties on these pages. 

Privacy

For more information about our privacy practices, please see the Website’s privacy policy at https://www.greycroft.com/privacy-policy/ 

Severability

If any provision of this Agreement is found to be invalid, void, or for any reason unenforceable, it will be construed in such a manner that would make the provision valid or enforceable.  If it is not possible to construe the provision in such a manner that would make it valid or enforceable, then only the term or portion of the provision that renders it unenforceable will be stricken without affecting the enforceability of the remaining provisions.

Governing Law

You agree that your use of this Website and any disputes relating to any such use shall be governed in all respects by the laws of the State of New York, without giving effect to its conflict of laws principles.  The failure of Greycroft to act with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit Greycroft’s rights with respect to such breach or any subsequent breaches.

NON-WEBSITE MATERIALS

The below disclaimers and disclosures are provided with respect to content, materials, or other information distributed or made available by Greycroft outside of the Website (“Non-Website Materials”), where such Non-Website Materials reference this subpage of the Website.

Definitions

“Gross MOIC” (Multiple on Invested Capital) is the ratio of (i) the fair market value to capital invested, and is based upon carrying values, including carrying values of outstanding escrows and earn-outs and realized values inclusive of the receipt of any items that offset fund management fees, divided by (ii) total capital invested, without (x) deducting carried interest or fund-level expenses and fees incurred or (y) reflecting recycling of proceeds as permitted under the applicable operating agreements of the applicable Greycroft-managed fund. 

Because of the difficulty of allocating certain expenses to individual investments, Net IRRs, and net multiples (whether in the form of MOIC, TVPI or DPI) are unavailable on an investment level basis, only a fund-level basis.

“Realized proceeds” is the consideration received by the Greycroft-managed fund in a realization of a security or asset, including non-cash proceeds, escrowed amounts and earnout payments.

“Capital Raised” and “Capital Commitment” represents all capital across Greycroft-managed funds since inception, (i) excluding sector-specific investment vehicles, and SPVs, and (ii) inclusive of GP Commitment.

“GP Commitment” represents the amount committed to the Greycroft-managed funds by the applicable general partner entities of such funds.

Risk Disclosure

Alternative investments, such as an investment in Greycroft related funds, often are speculative and include a high degree of risk. Investors could lose all or a substantial amount of their investment. Alternative investments are suitable only for eligible, long-term investors who are willing to forgo liquidity and put capital at risk for an indefinite period of time. Alternative investments typically have higher fees than traditional investments. An investment in any Greycroft-managed fund (the “Funds”) should be viewed as an illiquid investment. Losses on unsuccessful investments may be realized before gains on successful investments are realized. Many of the Funds’ portfolio companies are typically developing or rapidly growing companies in high-growth sectors that entail significant risk. There will be substantially less information available about a Funds’ portfolio companies than is ordinarily available regarding publicly traded companies. Many of the Funds’ investments typically represent minority positions in portfolio companies and such Funds do not typically have the power to exert significant control over such portfolio companies’ boards of directors and management. This is especially true in the case of seed investments and certain growth venture investments. The Funds may make investments in portfolio companies, including, but not limited to, venture and start-up companies, which involve several particular risks that may not exist in the case of investments in large public companies or established private companies. The Funds are subject to a variety of litigation risks, particularly due to the substantial likelihood that one or more portfolio companies will face financial or other difficulties. The outcome of such proceedings may materially adversely affect the value of the applicable Funds and may continue without resolution for long periods of time. The business of identifying and structuring investments of the nature that the Funds invest in is highly competitive and involves a high degree of uncertainty. There can be no assurance that any of the Funds will be able to locate suitable investment opportunities, acquire them for an appropriate level of consideration, achieve any particular rate of return or fully invest its committed capital. Each Fund may invest a percentage of its capital commitments in companies organized under the laws of jurisdictions other than the United States. Such foreign investments involve certain risks not typically associated with investing in securities issued by entities domiciled within the United States, such as foreign currency exchanges, certain economic and political risks, foreign taxes, higher costs and greater distance between the portfolio company and the Advisor.  Companies in which a Fund invests may be in regulated industries. Changes in legal, tax, fiscal and regulatory regimes are likely to occur during the life of the Funds and such changes may have an adverse effect on the Funds. General fluctuations in the market prices of securities and economic conditions generally may reduce the availability of attractive investment opportunities for the Funds and may affect the Funds’ ability to make investments and the value of the investments held by the Funds. The ability of the Funds to sell securities and realize investment gains depends, not only on portfolio companies and their historical results and prospects, but also on favorable market and economic conditions. There is no readily available market for most of the Funds’ investments and hence, most of the Funds’ investments will be difficult to value. When estimating fair value in accordance with Greycroft’s valuation policies and procedures, which may be amended from time to time in Greycroft’s discretion, the applicable general partner will apply a methodology that it determines to be appropriate based on its reasonable judgment considering the nature, facts and circumstances of the investments. The process of valuing securities for which reliable market quotations are not available is based on inherent uncertainties and the resulting values determined by Greycroft are likely to differ from values that would have been determined had an active market existed for such securities and may differ from the prices at which such securities may ultimately be sold. Due to the illiquid nature of the investments made by the Funds, Greycroft is unable to predict with confidence what the exit strategy will ultimately be for any given portfolio investment, or that an exit will be available at an attractive price, or at all. Failure to comply with Privacy Laws by the Advisor, the Funds, portfolio companies and service providers could result in fines, sanctions, or other penalties, which could materially and adversely affect the results of operations and overall business, as well as have a negative impact on reputation and Fund performance.  Greycroft and the Funds’ portfolio companies may experience cyber-attacks and other malicious internet threats to their respective data and systems, which could potentially jeopardize the confidential, proprietary and other information processed and stored in, and transmitted through, such computer systems and networks, or otherwise cause interruptions or malfunctions in Greycroft’s, the Funds’ or their portfolio companies’ operations, which could result in damage to Greycroft’s, the Funds’ or their portfolio companies’ reputation, financial losses, litigation, increased costs, regulatory penalties and/or customer dissatisfaction or loss.  Regulation of the venture capital and private equity industry, including regulation applicable to managers of private investment funds such as Greycroft, has increased significantly in recent years and is expected to continue to increase. The SEC is expected to propose additional changes in the future. Any such changes may materially impact Greycroft and its affiliates, the Funds and/or their investments, as well as increasing their expenses. Greycroft may come into possession of material, non-public information that would limit the Funds’ ability to buy and sell investments under applicable securities laws. Greycroft is permitted to use alternative data in its investment process. The analysis and interpretation of alternative data involves a high degree of uncertainty and may entail significant expense, including technological efforts, that are expected to be borne—in whole or in part— by the Funds. No assurance can be given that Greycroft will be successful in utilizing alternative data in its investment process. Investors should carefully review and consider potential risks before investing.