Agreement to Terms of Use

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS (“TERMS OF USE”) BEFORE USING THE RIALTO MANAGEMENT GROUP, LLC WEBSITE (THE “WEBSITE”). THE TERMS “RIALTO CAPITAL”, “WE”, “US”, OR “OUR” REFERS TO RIALTO MANAGEMENT GROUP LLC AND ITS SUBSIDIARIES, RIALTO CAPITAL MANAGEMENT, LLC AND RIALTO CAPITAL ADVISORS, LLC

BY USING THE WEBSITE YOU AGREE TO BE BOUND BY THIS AGREEMENT AND THE PRIVACY POLICY, AVAILABLE AT WWW.RIALTOCAPITAL.COM/ABOUT/PRIVACY/ THE “PRIVACY POLICY”) (WHICH IS INCORPORATED HEREIN BY REFERENCE), AND ALL DISCLAIMERS AND TERMS AND CONDITIONS THAT APPEAR ELSEWHERE ON THE WEBSITE NOW OR IN THE FUTURE. IF YOU DO NOT AGREE WITH ALL OF THE FOREGOING, YOU MUST IMMEDIATELY DISCONTINUE USING THE WEBSITE.

Notices

RIALTO CAPITAL 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 CAPITAL RESERVES THE RIGHT TO MONITOR ALL USE OF THE WEBSITE.

RIALTO CAPITAL 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 Capital. 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.

Rialto Capital Management (“RCM”) is a registered investment adviser. RCM 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 RCM 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 Capital. 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 Capital’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 Capital, 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 Capital, 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 RCM’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 Capital 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 Capital’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 Capital 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 Capital. 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 Capital, falsely stating or otherwise misrepresenting affiliation with any person or entity in connection with the Website, or expressing or implying that Rialto Capital 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 the information and materials contained therein, including, without limitation, text, graphics, charts, audio, logos, images, data compilations, icons, code and software, any information generated from the Website, any information derived from the information and materials contained therein (“Content”), as well as the software used to make the Website available are the property of Rialto Capital or its licensors and are protected by U.S. and international copyright laws. You do not acquire any right, title or interest in any Content by virtue of accessing the Website or making use of the Content, and you may not take any action inconsistent with Rialto Capital’s (or any licensor’s or supplier’s) ownership of the Website or Content. All trademarks, service marks, trade names and other product and service names and logos displayed in the Website are proprietary to Rialto Capital, including all registered and unregistered trademarks and service marks of Rialto Capital. 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. You agree not to use any Rialto Capital Marks. Notwithstanding any of the foregoing, any goodwill arising out of your use of the Rialto Capital Marks shall inure to the benefit of and belong to Rialto Capital. No trademark or service mark license is granted in connection with the right to use Content as set forth herein. Access to the Website does not authorize anyone to use any name, logo or mark in any manner. You also will not use any trademark, service mark, trade name, domain name or logo of any company or organization in a way that is likely or intended to cause confusion with the Rialto Capital Marks.

Subject to the terms and conditions of this Agreement, you are permitted to store, display, analyze, reformat and print Content only for your own internal business uses or as expressly permitted in writing by Rialto Capital. You are not permitted to publish, disclose, transmit, or otherwise reproduce any Content, in whole or in part, in any form outside of Your organization, other than to agents or representatives who are acting on Your behalf and that have agreed in writing to maintain its confidentiality.

Representations

As a condition to your use of the Website, you represent and warrant to, and agree with, Rialto Capital that, all of the information that you provide shall be truthful, accurate and complete. You have the sophistication, expertise and investment knowledge required by applicable laws and regulations to qualify as a professional/qualified/sophisticated (as applicable) investor in your home jurisdiction and, by extension, to evaluate the Content made available through the Website and, if you are investing for others, making investment decisions for others or offering the products available on the Website to others, you have the ability and expertise to determine and will determine, prior to purchasing or offering such products to others, that the products you have selected are suitable and appropriate for your customers and that your customers are eligible to invest in the products you have selected.

You agree to cooperate with any reasonable request made by Rialto Capital in order to respond to any inquires made by any third-party service providers, exchanges, or other regulatory, self-regulatory or governmental authorities in connection with the Website.

You (and, if applicable, accounts on whose behalf you are acting or who you manage) are a resident in a jurisdiction which permits you to view the Content and use the services provided by or through the Website.

By agreeing to this Agreement, you represent and warrant that you (i) have the authority to bind the party on whose behalf you are accessing the Website, (ii) accept these terms on your own behalf as an individual and on behalf of the authorized client or service provider on whose behalf you are accessing the Website, and/or (iii) are acting at the express instruction of the authorized client or service provider on whose behalf You are accessing the Website and agreeing to this Agreement.

No Warranties; No Responsibility to Update

NEITHER RIALTO CAPITAL NOR 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 CAPITAL 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 CAPITAL 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 CAPITAL 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 CAPITAL 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 Capital that you will not use the Website for any purpose that is unlawful, in breach of any applicable regulations 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 Capital or that Rialto Capital 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 Capital.

Links to Third Party Websites

The Website may contain hyperlinks to websites operated by parties other than Rialto Capital, which Rialto Capital may not have been screened or reviewed and which may contain inaccurate, inappropriate or offensive material, products or services. Rialto Capital does not control such websites, and Rialto Capital 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 Capital’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 Capital 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.

Copyright Infringement Notification

Rialto Capital is committed to complying with U.S. copyright law and to responding to claims of copyright infringement. Rialto Capital 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 Capital’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 Capital’s designated agent when providing notice of the claimed copyright infringement:

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
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;
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 Capital to locate the material;
Information reasonably sufficient to permit Rialto Capital 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;
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
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 Capital. You may terminate these Terms of Use at any time with notice to Rialto Capital, whereupon you must immediately cease using or accessing the Website, Content and/or any services provided through the Website. Rialto Capital may terminate these Terms of Use, in Rialto Capital’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 Capital, or if you cease to invest with Rialto Capital, 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, 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, any Content 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 AND/OR REGULATIONS IN CERTAIN JURISDICTIONS. THE WEBSITE IS NOT TO BE ACCESSED AND NO MATERIAL INCLUDED ON THIS WEBSITE MAY BE DOWNLOADED, STORED AND/OR USED BY, 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 CAPITAL 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 Capital controls and operates the Website from its offices within the State of Florida, United States of America.

Rialto Capital 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 applicable to contracts to be performed wholly within such state. You hereby consent to the exclusive and personal jurisdiction and venue of courts in the City of Miami, Florida and waive any objection to such courts, including without limitation, on the basis of personal jurisdiction, venue or inconvenience of the forum.

You agree that Rialto Capital may, in its sole discretion, require You to submit all controversies and claims arising under or relating to Your access and use of the Website and this Agreement to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. If so requested by us, the arbitration is to be conducted in the State of Florida. Each party shall submit to any court of competent jurisdiction for purposes of the enforcement of any award, order or judgment. Any award, order or judgment pursuant to any arbitration is final and may be entered and enforced in any court of competent jurisdiction.

Each party, to the extent permitted by law, knowingly, voluntarily, and intentionally waives its right to a trial by jury in any action or other legal proceeding arising out of or relating to Your access and use of the Website, this Agreement and the transactions it contemplates. This waiver applies to any action or legal proceeding, whether sounding in contract, tort or otherwise.

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 Capital as a result of these Terms of Use or access or use of the Website.

Rialto Capital’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 Capital’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 Capital with respect to such use.

If any provision of this Agreement is for any reason held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall be unimpaired and shall remain in full force and effect, and the invalid, illegal or unenforceable provision shall be replaced by a valid, legal and enforceable provision that comes closest to the intent of the parties underlying the invalid, illegal or unenforceable provision. The failure of Rialto Capital to act with respect to a breach of this Agreement does not constitute a waiver and will not limit Rialto Capital’s rights with respect to such breach or any subsequent breaches. You may not assign, transfer or sublicense this Agreement, any or all of Your rights under this Agreement, or delegate any of your obligations under this Agreement. Any such attempted assignment, transfer, sublicense or delegation is void. We may assign, transfer or sublicense any or all of our rights or this Agreement or delegate any of our obligations under this Agreement. Notices to you may be made via posting to this website, by email, or by regular mail in Rialto Capital’s discretion. A printed version of this Agreement and any notice given in electronic form is admissible in judicial or administrative proceedings relating to this Agreement to the same extent as in printed form. Except as otherwise agreed in writing, this Agreement is the sole, final and entire agreement between you and Rialto Capital relating to the Website and Content and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Rialto Capital relating to the Website and Content. Rialto Capital may amend this Agreement as set forth herein. You may not amend or modify this Agreement.

These Terms of Use constitute the entire agreement between you and Rialto Capital 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 Capital 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.