Terms of Use

AGREEMENT TO TERMS OF USE
 
Please read the following terms and conditions (“Terms of Use”) before using the Rialto Capital Management, LLC (“Rialto” or “We”) website (the “Website”). The term “Rialto Capital” refers to the Rialto family of companies which includes Rialto Holdings, LLC and all of its affiliates, including Rialto and Rialto Capital Advisors, LLC.
 
RIALTO HAS THE RIGHT TO CHANGE THE WEBSITE OR THESE TERMS OF USE AT ANY TIME WITHOUT PRIOR NOTICE, WHETHER AS A RESULT OF CHANGES IN LAW OR POLICY OR OTHERWISE. THEREFORE, EACH TIME YOU USE THE WEBSITE, YOU SHOULD VISIT AND REVIEW THE THEN CURRENT TERMS OF USE. YOUR CONTINUED USE OF THE WEBSITE CONSTITUTES ACCEPTANCE OF SUCH CHANGES.
 
RIALTO MAY, WITHOUT NOTICE, IN ITS SOLE DISCRETION CHANGE OR DISABLE YOUR ACCESS TO THE WEBSITE AT ANY TIME FOR ANY REASON IT DEEMS ADVISABLE OR APPROPRIATE.
 
Your access to and use of the Website is subject to these Terms of Use and all applicable laws and regulations. These Terms of Use constitute a legal agreement between you and Rialto. The Website is available only to, and may only be used by, individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, the Website is not available to persons under age 18. By accessing and using the Website, you accept, without qualification, these Terms of Use. If you do not approve and accept these Terms of Use without qualification, you should exit the Website immediately.
 
Rialto is a registered investment advisor. Rialto may only transact business or render personalized investment advice in those states and international jurisdictions where it is registered/filed notice or otherwise excluded or exempted from registration requirements. Any communications with prospective clients residing in states or international jurisdictions where Rialto and its advisory affiliates or registered representatives are not registered or licensed shall be limited so as not to trigger registration or licensing requirements.
 
The Website may contain information which is confidential, proprietary and legally privileged within the meaning of applicable law, and as such, any information contained herein may not be reproduced, republished, uploaded, posted, transmitted or distributed in any way without the express prior written consent of Rialto. You may not distribute, modify, transmit, reuse, report or use the content of the Website for public or commercial purposes, including the text, images, audio and video, without Rialto’s prior written consent.
 
While We endeavor to keep the information contained in the Website up to date and correct, We make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the Website or the information, products or services contained in the Website for any purpose. Such information includes opinions, observations and/or assumptions that involve significant elements of subjective judgment and analysis. Any reliance you place on such information is therefore strictly at your own risk. Further, any references to past performance or activities of Rialto, its affiliates or its or their personnel are provided for illustrative purposes and are not indicative of future results that may be obtained by Rialto, its affiliates or its or their personnel. Moreover, wherever there is the potential for profit there is also the possibility of loss. Certain of the Rialto’s strategies involve investments that are illiquid, are subject to a substantial risk of loss and are not suitable for many investors.
 
PERSONAL AND NON-COMMERCIAL USE LIMITATION
 
The Website is for your personal and non-commercial use. Rialto grants you a non-exclusive, non-transferable, revocable and limited personal license to access and use the Website, conditioned on your continued compliance with these Terms of Use. You may not modify, copy (except as set forth below), distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, products or services obtained from the Website. You may not link other websites to the Website without Rialto’s prior written permission. You may print one hard copy of the information and download one temporary copy of the information into one single computer’s memory solely for your own personal, non-commercial use, provided that all relevant copyright, trademark and other proprietary notices are kept intact. You may not allow others to use your user name or password to access or use any part of the Website. If your password has been compromised for any reason, you should contact Rialto immediately for a new password. You are responsible for all actions taken in respect of your user name and password. All information on the non-public (i.e., password-restricted) areas of the Website is confidential and private and you may not disclose or distribute any such information to any other person or entity for any purpose and is made available solely for your personal use in connection with your investment activities.
 
You are prohibited from using the Website to advertise or perform any commercial solicitation. You also are prohibited from using any robot, spider, scraper or other automated means to access the Website for any purpose without the prior written permission of Rialto. Tampering with any portion of the Website, providing untruthful or inaccurate information, misrepresenting Your identity, or conducting illegal or fraudulent activities in the Website are prohibited and constitute a breach of these Terms of Use. You are prohibited from violating or attempting to violate the security of the Website, including, (a) accessing data not intended for you or logging onto a server or an account which you are not authorized to access; (b) disabling, removing, defeating, or avoiding any security device or system, including, without limitation, the password and login functionality used to authenticate users; (c) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (d) attempting to interfere with service to any user, host or network, including, but not limited to, via means of submitting a virus to the Website, overloading, “flooding,” “spamming,” “mailbombing” or “crashing;” (e) sending unsolicited email, including but not limited to, promotions and/or advertising of products or services; (f) forging any transmission control protocol/Internet protocol packet header or any part of the header information in any email or posting; (g) using or attempting to use any engine, software, tool, agent or other device or mechanism (including but not limited to, browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Website other than the search engine and search agents available in the Website and other than generally available third party web browsers; (h) reverse engineering, decompiling or disassembling the underlying software, models or data; (i) removing, obscuring, or altering any logos, notices, warnings, labels, annotations or instructions from any portion of the Website or any related, downloaded or printed material, including, but not limited to, any patent, trademark, copyright, or other proprietary notices or license provisions; (j) impersonating any person or entity, including without limitation any representative of Rialto, falsely stating or otherwise misrepresenting affiliation with any person or entity in connection with the Website, or expressing or implying that Rialto or any representative thereof has endorsed you or any of your statements; or (k) otherwise invading the privacy of, obtaining the identity of, or obtaining any personal information about any user of the Website.
 
Any violations of system or network security including attempts to intentionally access a computer without authorization or exceed your authorized access level may result in civil and criminal charges, including, but not limited to, charges under the Computer Fraud and Abuse Act (18 U.S.C. §1030). We may investigate occurrences that might involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. We may, without prior notice of any kind, restrict or terminate the access of any and all users of the Website if we reasonably conclude that (i) You or any user engaged or attempted to engage in any of the activities identified in (a) through (k) above in the previous paragraph or (ii) such restriction or termination is necessary to prevent, or prevent the further spread, of a virus, security breach or system malfunction. In the event that we restrict or terminate access under these circumstances, in our sole discretion, we will use commercially reasonable efforts to restore access and use for proper purposes.
 
Any rights not expressly granted herein are reserved.
 
OWNERSHIP OF CONTENT
 
The Website and all of its content, including but not limited to all text, graphics, charts, audio, logos, images, data compilations, icons, code and software (“Content”), are the property of Rialto or its licensors and are protected by U.S. and international copyright laws, with all rights reserved unless otherwise noted. All trademarks, service marks, trade names and other product and service names and logos displayed in the Website are proprietary to Rialto, including all registered and unregistered trademarks and service marks of Rialto. If the Website includes any trademarks, service marks, trade names or logos of any third parties, such items are the proprietary marks and names of their respective owners, and are protected by applicable trademark and intellectual property laws. Your use of any Content, whether owned by Rialto or any third party, without Rialto’s express written permission, is strictly prohibited except as otherwise expressly permitted in these Terms of Use. Without limiting the foregoing, you are prohibited from using any of Rialto’s copyrighted material or trademarks for any purpose, including, but not limited to, use as metatags, links or otherwise on any website, without the prior written permission of Rialto.
 
PRIVACY
 
To the extent that Rialto collects any information from users of the Website, the collection and use of such information is governed by Rialto’s Website Privacy Policy http://rialtocapital.com/en/firm/privacy.aspx (“Privacy Policy”), which you should read before providing any information to Rialto.
 
NO SECURITIES OFFERING OR INVESTMENT ADVICE
 
This Website does not constitute an offer to sell or the solicitation of an offer to buy securities described in the Website, which will only be made by means of an offering memorandum and/or subscription documents. You may not rely on the Website as the basis upon which to make an investment decision. The Website does not purport to be complete on any topic addressed. The information in the Website is provided to you as of the dates indicated and Rialto has no obligation to update any information. By using the Website, you agree to maintain the confidentiality of its information.
 
There can be no assurance that Rialto’s investment strategies will achieve results that are referenced in the Website. Past performance is not indicative of future results. There is no guarantee that any Rialto investment products or future offerings by Rialto will have access to similar types of investments or opportunities to achieve comparable results. An investment with Rialto will be highly speculative, and there can be no assurance that investment objectives will be achieved. Investors must be prepared to bear the risk of a total loss of their investment. An investment with Rialto will be suitable only for certain financially sophisticated investors who meet certain eligibility requirements, have no need for immediate liquidity in their investment and can bear the risk of an investment for an extended period of time. Before deciding to invest, prospective investors should carefully read the applicable offering documents and pay particular attention to the risk factors contained therein. The Website is not intended to provide, and should not be relied upon for, tax, legal, accounting or investment advice.
 
No statement contained in the Website concerning U.S. tax matters is intended or written to be used, and cannot be used, for the purpose of
 
(i) avoiding penalties under the Internal Revenue Code, or (ii) promoting, marketing or recommending to another party any transaction or matter addressed in the Website.
 
Rialto’s investment strategies involve investing in real estate debt, and as such investments with Rialto may experience more volatility and be exposed to greater risk than investments in a more diversified investment portfolio. The investments will be subject to the risks incident to debt investments, including, among other things: (i) mismanagement or decline in value of collateral; (ii) risks arising out of a borrower default; (iii) changes in availability of replacement “takeout” financing upon maturity of loans; (iv) changes in interest rates; (v) risks of underlying commercial mortgage loans; and (vi) the risk that that investments in mezzanine loans may become unsecured upon a foreclosure by a senior lender.
 
Certain information contained in the Website constitute “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “project,” “seek,” “target,” the negatives thereof, other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results of the actual performance of an investment vehicle or strategy may differ materially from those reflected or contemplated in such forward-looking statements. Accordingly, there can be no assurance that estimated returns, targeted returns or projections will be realized or that actual returns or performance results will not materially differ from those included in the Website. Certain assumptions and forward looking statements may have been made either for modelling purposes, to simplify the Website and/or calculations and Rialto does not represent that any such assumptions or statements will reflect actual future events or that all assumptions have been considered or stated.
 
Certain information contained in this Website has been obtained from published and non-published sources prepared by third parties, which, in certain cases, have not been updated through the date hereof. While such information is believed to be reliable, Rialto has not independently verified such information nor does it assume any responsibility for the accuracy or completeness of such information. Except as otherwise indicated herein, the information, opinions and estimates provided in the Website are based on matters and information as they exist as of the date such materials were prepared and not as of any future date, and will not be updated or otherwise revised to reflect information that is subsequently discovered or available, or for changes in circumstances occurring after the date hereof.
 
The information disclosed in representative transactions reflect specific properties during a particular point in time and there can be no assurance that properties acquired in the future will share similar characteristics. The Funds managed by Rialto will invest in different economic conditions and in different securities than those incorporated in the representative transactions and average actual performance results that are shown. There is no assurance that any Fund managed by Rialto will perform as the representative transactions or average actual performance results indicate.
 
TRUTHFUL INFORMATION
As a condition to your use of the Website, you represent and warrant to, and agree with, Rialto that, all of the information that you provide shall be truthful, accurate and complete.
 
NO WARRANTIES; NO RESPONSIBILITY TO UPDATE
NEITHER RIALTO CAPITAL OR ANY OF ITS PROVIDERS MAKES ANY WARRANTY, EXPRESS OR IMPLIED, CONCERNING THE WEBSITE, ITS SERVICES OR CONTENT. THE WEBSITE, ITS SERVICES AND CONTENT ARE PROVIDED STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS AT YOUR SOLE RISK. THE WEBSITE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME DUE TO REQUIRED MAINTENANCE, TELECOMMUNICATIONS INTERRUPTIONS OR OTHER REASONS. RIALTO CAPITAL AND THEIR RESPECTIVE PROVIDERS DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND IN CONNECTION WITH THE WEBSITE, ITS SERVICES, THE CONTENT OR THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, CORRECTNESS, QUALITY, ACCURACY, COMPLETENESS, RELIABILITY, SECURITY, PERFORMANCE, TIMELINESS, OR CONTINUED AVAILABILITY OF THE WEBSITE, ITS SERVICES OR CONTENT OR THAT USE OF THE WEBSITE, ITS SERVICES AND CONTENT WILL NOT INFRINGE, MISAPPROPRIATE OR VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS. RIALTO CANNOT ENSURE THAT THE WEBSITE, ITS SERVICES OR CONTENT (INCLUDING, WITHOUT LIMITATION, FILES, INFORMATION OR OTHER DATA) YOU ACCESS OR DOWNLOAD RELATED TO THE WEBSITE WILL BE FREE OF ERRORS, DEFECTS, VIRUSES, CONTAMINATION OR DESTRUCTIVE FEATURES. NEITHER RIALTO CAPITAL NOR ANY OF ITS PROVIDERS SHALL HAVE ANY RESPONSIBILITY TO MAINTAIN THE WEBSITE, ITS SERVICES OR CONTENT MADE AVAILABLE IN THE WEBSITE OR TO SUPPLY ANY CORRECTIONS, UPDATES, OR RELEASES IN CONNECTION THEREWITH.
 
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT WILL RIALTO CAPITAL, ITS OFFICERS, DIRECTORS,
 
MANAGING DIRECTORS, PARTNERS, EMPLOYEES, ASSOCIATED PERSONS AND AGENTS (COLLECTIVELY, THE “RIALTO PARTIES”) OR PROVIDERS OF THE WEBSITE, ITS SERVICES OR CONTENT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR PENALTIES WHATSOEVER, INCLUDING DAMAGES FROM DELAY OF DELIVERY, LOSS OF PROFITS, DATA, BUSINESS OR GOODWILL, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES, FROM THE CORRUPTION, DAMAGE OR RECOVERY OF DATA, FROM BREACHES OF DATA OR SYSTEM SECURITY, OR FOR THE FAILURE OF ANY CONNECTION OR COMMUNICATION SERVICE TO PROVIDE OR MAINTAIN YOUR ACCESS TO THE WEBSITE, ITS SERVICES OR CONTENT OR FOR ANY INTERRUPTION OR DISRUPTION OF SUCH ACCESS OR ANY ERRONEOUS COMMUNICATION BETWEEN THE WEBSITE AND YOU, REGARDLESS OF WHETHER THE CONNECTION OR COMMUNICATION SERVICE IS PROVIDED BY RIALTO OR A THIRD PARTY SERVICE PROVIDER, OR LOSSES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR INABILITY TO ACCESS OR USE THE WEBSITE, ITS SERVICES OR CONTENT HOWEVER CAUSED, WHETHER UNDER A THEORY OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY OR OTHERWISE, EVEN IF ANY OF THE RIALTO PARTIES OR PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. YOUR USE OF THE WEBSITE OR INABILITY TO USE THE WEBSITE IS AT YOUR OWN RISK. THE RIALTO PARTIES AND PROVIDERS SHALL HAVE NO LIABILITY, CONTINGENT OR OTHERWISE, TO YOU OR TO THIRD PARTIES, FOR THE CORRECTNESS, QUALITY, ACCURACY, TIMELINESS, RELIABILITY, PERFORMANCE, CONTINUED AVAILABILITY, COMPLETENESS OR DELAYS, OMISSIONS, OR INTERRUPTIONS IN THE DELIVERY OF CONTENT AND SERVICES AVAILABLE IN THE WEBSITE OR FOR ANY OTHER ASPECT OF THE PERFORMANCE OF THE WEBSITE OR FOR ANY FAILURE OR DELAY IN THE EXECUTION OF ANY TRANSACTIONS THROUGH THE WEBSITE. NONE OF THE RIALTO PARTIES OR PROVIDERS WILL HAVE ANY RESPONSIBILITY TO INFORM YOU OF ANY DIFFICULTIES EXPERIENCED BY RIALTO OR THIRD PARTIES WITH RESPECT TO THE USE OF THE WEBSITE OR TO TAKE ANY ACTION IN CONNECTION THEREWITH. HOWEVER NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR RESTRICT ANY DUTY OR LIABILITY THAT RIALTO HAS UNDER THE REGULATORY SYSTEM UNDER APPLICABLE LOCAL REGULATORY RULES OR WHICH MAY NOT BE EXCLUDED OR RESTRICTED AS A MATTER OF APPLICABLE LAW. IF YOU ARE DISSATISFIED WITH THE WEBSITE, ITS SERVICES OR CONTENT OR WITH THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF AND ACCESS TO THE WEBSITE. IN NO EVENT SHALL ANY OF THE RIALTO PARTIES’ CUMULATIVE TOTAL LIABILITY TO YOU UNDER THIS AGREEMENT FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF TEN DOLLARS ($10.00).
 
NO UNLAWFUL OR PROHIBITED USE
 
As a condition to your use of the Website, you represent and warrant to, and agree with, Rialto that you will not use the Website for any purpose that is unlawful or prohibited by these Terms of Use.
 
REFERENCES TO PUBLICATIONS AND OTHER COMPANIES
 
References to any publication or any other company in the Website are for reference and informational purposes only and are not intended to suggest that any of such companies endorse, recommend or approve of the services, analysis or recommendations of Rialto or that Rialto endorses, recommends or approves the services or products of such companies. News stories reflect only the author’s opinion and not necessarily that of Rialto.
 
LINKS TO THIRD PARTY WEBSITES
 
The Website may contain hyperlinks to websites operated by parties other than Rialto, which Rialto may not have been screened or reviewed and which may contain inaccurate, inappropriate or offensive material, products or services. Rialto does not control such websites, and Rialto assumes no responsibility or liability regarding the accuracy, reliability, legality or decency of such third-party websites, content, products or services. We have no control over the nature, content and availability of those sites. Such hyperlinks are provided for your convenience only. Rialto’s inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites or any association with their operators. Rialto makes no representations whatsoever about these third-party websites. The inclusion of any links does not necessarily imply a recommendation or endorse the views expressed within them.
 
MODIFICATION AND MONITORING OF WEBSITE
 
Rialto may, at its discretion, change, modify, add or remove portions of these Terms of Use at any time without notice to you. We suggest that you check these Terms of Use periodically for changes. These Terms of Use can be accessed from the link at the bottom of each page. If you use the Website after we post changes to these Terms of Use, you accept the changed Terms of Use. Rialto expressly reserves the right to monitor any and all use of the Website.
 
COPYRIGHT INFRINGEMENT NOTIFICATION
 
Rialto is committed to complying with U.S. copyright law and to responding to claims of copyright infringement. Rialto will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c) (“DMCA”).
 
Pursuant to the DMCA, notifications of claimed copyright infringement in respect of the Website should be sent to Rialto’s designated agent in the manner described below:
 
By Email: investorrelations@rialtocapital.com
 
For a complaint to be valid under the DMCA, the complaining party must provide all of the following information in a written communication to Rialto’s designated agent when providing notice of the claimed copyright infringement:
         a)      A physical or electronic signature of a person authorized to act on behalf of the owner of an
                  exclusive right that is allegedly infringed;
         b)      Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted
                  works at a single online site are covered by a  single notification, a representative list of such works
                  at that site;
         c)      Identification of the material that is claimed to be infringing or to be the subject of the infringing
                  activity, and that is to be removed or access to which is to be disabled, as well as information
                  reasonably sufficient to permit Rialto to locate the material;
         d)      Information reasonably sufficient to permit Rialto to contact the complaining party, such as an
                  address, telephone number, and, if available, an electronic mail address at which the complaining
                  party may be contacted;
         e)      A statement that the complaining party has a good faith belief that use of the material in the manner                     complained  of is not authorized by the copyright owner, its agent, or the law; and
         f)       A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
For more details on the information required for valid notification, see 17 U.S.C. 512(c)(3).
You should be aware that, under the DMCA, claimants who make misrepresentations concerning copyright infringement may be liable for damages incurred as a result of the removal or blocking of the material, including costs and attorneys’ fees.
 
TERMINATION AND CANCELLATION
 
These Terms of Use are effective unless and until terminated by either you or Rialto. You may terminate these Terms of Use at any time with notice to Rialto, whereupon you must immediately cease using or accessing the Website, Content and/or any services provided through the Website. Rialto may terminate these Terms of Use, in Rialto’s sole discretion, at any time and deny you access to the Website. Upon any termination of these Terms of Use by either you or Rialto, or if you cease to invest with Rialto, you must promptly destroy all reasonably accessible copies of Content downloaded or otherwise obtained from the Website, whether made under these Terms of Use or otherwise, except to the extent necessary to comply with any applicable laws and regulations. Notwithstanding any termination of these Terms of Use, the provisions which by their nature should survive termination of these Terms of Use shall survive any such termination, including, but not limited to, the following: Ownership of Content, No Securities Offering or Investment Advice, No Warranties; No Responsibility to Update; Limitation of Liability, Modification and Monitoring of Website, Termination and Cancellation, Indemnity, Jurisdictional Issues and Applicable Law, and General.
 
INDEMNITY
 
You agree, at your own expense, to indemnify, defend and hold harmless Rialto Capital and its officers, partners, managers, members, employees, agents, distributors, licensees and successors, from and against any judgments, losses, deficiencies, damages, liabilities, costs, claims, demands, suits, and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred in, arising out of or in any way related to your violation of these Terms of Use or the Privacy Policy, your use of or inability to use the Website or any product or service related thereto, or any of your other acts or omissions.
 
USE OF THE WEBSITE OUTSIDE THE UNITED STATES
 
USE OF THE WEBSITE OR CONTENT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS. THE WEBSITE IS NOT TO BE USED, AND IS NOT INTENDED FOR ANY PERSON RESIDENT, IN ANY LOCATION OR JURISDICTION WHERE SUCH USE MAY BE CONTRARY TO LOCAL LAW, REGULATION OR BUSINESS PRACTICES. RIALTO DISCLAIMS ALL RESPONSIBILITY IF YOU ACCESS, USE OR DOWNLOAD ANY CONTENT FROM THE WEBSITE IN VIOLATION OF ANY LAW OR REGULATION IN THE JURISDICTION OF WHICH YOU ARE A CITIZEN OR IN WHICH YOU ARE RESIDING OR DOMICILED.
 
JURISDICTIONAL ISSUES AND APPLICABLE LAW
 
Unless otherwise specified, Rialto controls and operates the Website from its offices within the State of Florida, United States of America.
 
Rialto does not claim that materials in the Website are appropriate or available for use in locations other than Florida. If you choose to access the Website from other locations, you do so on your own initiative, and you are responsible for compliance with any applicable local laws.
These Terms of Use are governed by the laws of the State of Florida, without regard to its choice of law provisions. You hereby consent to the exclusive and personal jurisdiction and venue of courts in the City of Miami, Florida which shall have exclusive jurisdiction over any and all disputes arising out of or relating to these Terms of Use, the access or use of the Website or any product or service related thereto. Use of the Website is not authorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including, without limitation, this paragraph.
 
GENERAL
You agree that no joint venture, partnership, employment or agency relationship exists between you and Rialto as a result of these Terms of Use or access or use of the Website.
 
Rialto’s performance of these Terms of Use is subject to existing laws and legal process, and nothing in these Terms of Use is in derogation of Rialto’s right to comply with law enforcement requests or requirements relating to your use of the Website or information provided to or gathered by Rialto with respect to such use.
 
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 set forth above, then the invalid or unenforceable provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use shall continue in effect.
 
By reviewing or using the information in the Website after accessing the Website, you represent and warrant that (a) you have the authority to enter into these Terms of Use and create a binding contractual obligation, (b) you understand and intend these Terms of Use to be the legal equivalent of a signed, written contract equally binding, and (c) you will use the information in the Website in a manner consistent with applicable laws and regulations in accordance with these Terms of Use, as Rialto may amend them online or otherwise from time to time. 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 on or relating to these 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.
 
These Terms of Use constitute the entire agreement between you and Rialto with respect to the Website and information contained thereon, and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Rialto with respect to the same. 
 
You agree to be bound by any agreement or consent you transmit to or through the Website via any media or electronic device, including internet, telephone and wireless devices.