Terms of Service
RAI Terms of Service
Last Updated: February 24, 2020
SECTION 11 OF THESE TERMS CONTAINS AN ARBITRATION CLAUSE THAT REQUIRES MOST DISPUTES BETWEEN US TO BE RESOLVED ON AN INDIVIDUAL, NON-CLASS ACTION BASIS THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT. SEE SECTION 11 FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE, AND HOW TO OPT OUT.
THIS SITE DOES NOT PROVIDE FINANCIAL ADVICE. Any information, data, text and/or other materials (“Content”) accessible through the RAI Properties (as defined below) are for informational purposes only. The Content is not intended to be a substitute for professional financial advice. Always seek the advice of a qualified professional with any questions you may have regarding a financial matter. Never disregard professional financial advice or delay in seeking it because of something you have read on RAI’s Website.
Subject to Section 11.9 of these Terms, RAI reserves the right to modify these Terms or its policies relating to the Services at any time, effective upon posting of an updated version of these Terms. You should regularly review these Terms, as your continued use of the Services after any such changes constitutes your agreement to such changes.
1. USE OF THE SERVICES AND RAI PROPERTIES. The Website, the Services, and the information and Content available on the Website and in the Services (collectively, the “RAI Properties”) are protected by copyright laws throughout the world. RAI grants you a limited license to access and use the Website and the Services in accordance with these Terms unless otherwise specified by RAI in a separate license.
1.1 Updates. You understand that the RAI Properties are evolving. As a result, RAI may require you to accept updates to the RAI Properties that you have installed on your computer or mobile device. You acknowledge and agree that RAI may update the RAI Properties with or without notifying you. You may need to update third-party software from time to time in order to receive the Services or use the RAI Properties.
1.2 Certain Restrictions. The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the RAI Properties or any portion of the RAI Properties, including the Website, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other RAI Properties (including images, text, page layout or form) of RAI; (c) you shall not use any metatags or other “hidden text” using RAI’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the RAI Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) access the RAI Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of the RAI Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the RAI Properties. Any future release, update or other addition to the RAI Properties shall be subject to the Terms. RAI, its suppliers and contractors reserve all rights not granted in the Terms. Any unauthorized use of the RAI Properties terminates the licenses granted by RAI pursuant to the Terms.
1.3 Third-Party Materials. As a part of the RAI Properties, you may have access to materials that are hosted by another party. You agree that it is impossible for RAI to monitor such materials and that you access these materials at your own risk.
2.1 Registering Your Investor Account. If you are an investor in a fund owned or managed by RAI (“Investor”) and you want to access confidential and/or non-public information regarding your investment(s), you must become a Registered User. For purposes of the Terms, a “Registered User” is an Investor who has registered an account on the Website (“Account”).
2.2 Verification. We may require an Investor to provide additional and/or more detailed information to verify his or her identity when we deem it necessary or appropriate to do so in order to comply with applicable law, including without limitation the Uniting and Strengthening America by Providing Appropriate Tools to Intercept and Obstruct Terrorism Act of 2001 (“USA Patriot Act”).
2.3 Registration Data. In registering for the Services, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the Services’ registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (1) at least thirteen (13) years old; (2) of legal age to form a binding contract; and (3) not a person barred from using the RAI Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the RAI Properties by minors. You may not share your Account or password with anyone, and you agree to (1) notify RAI immediately of any unauthorized use of your password or any other breach of security; and (2) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or 3 RAI has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, RAI has the right to suspend or terminate your Account and refuse any and all current or future use of the RAI Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. RAI reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third-party that a username violates the third-party’s rights. You agree not to create an Account or use the RAI Properties if you have been previously removed by RAI, or if you have been previously banned from any of the RAI Properties.
3.1 RAI Properties. You agree that RAI and its suppliers own all rights, title and interest in the RAI Properties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Services, or the RAI Properties.
3.2 Trademarks. RAI’s stylized name and other related graphics, logos, service marks and trade names used on or in connection with the RAI Properties are the trademarks of RAI and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the RAI Properties are the property of their respective owners.
3.3 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to RAI through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that RAI has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to RAI a fully paid, royalty-free, perpetual, irrevocable, worldwide, nonexclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the RAI Properties.
4. THIRD-PARTY WEBSITES. The RAI Properties may contain links to third-party websites (“Third-Party Websites”). When you click on a link to a Third-Party Website, we may not warn you that you have left the RAI Properties and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites are not under the control of RAI. RAI is not responsible for any Third-Party Websites. RAI provides these Third-Party Websites only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to ThirdParty Websites, or their products or services. You use all links in Third-Party Websites at your own risk. When you leave our Website, our Terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third-party.
5. INDEMNIFICATION. You agree to indemnify and hold RAI, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “RAI Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) your use of, or inability to use, the RAI Properties; (b) your violation of the Terms; or (c) your violation of any applicable laws, rules or regulations, including but not limited to any federal or state securities law, rule or regulation. RAI reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with RAI 4 in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, the Terms, or your access to the RAI Properties.
6. DISCLAIMER OF WARRANTIES.
6.1 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE RAI PROPERTIES IS AT YOUR SOLE RISK, AND THE RAI PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. RAI PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
(a) THE RAI PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE RAI PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE RAI PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERRORFREE; (3) INFORMATION THAT MAY BE OBTAINED FROM USE OF THE RAI PROPERTIES WILL BE ACCURATE, ERROR-FREE, OR RELIABLE; OR (4) ANY ERRORS IN THE RAI PROPERTIES WILL BE CORRECTED.
(b) ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE RAI PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE RAI PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
(c) THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. THE RAI MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
6.2 No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT THE RAI PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE RAI PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
6.3 No Investment Advice or Offers. NOTHING ON THE WEBSITE IS INTENDED TO CONSTITUTE AN OFFER, OR SOLICITATION OF AN OFFER, TO PURCHASE OR SELL ANY SECURITY, OTHER ASSET OR SERVICE; INVESTMENT ADVICE OR AN OFFER TO PROVIDE SUCH ADVICE; OR A BASIS FOR MAKING ANY INVESTMENT DECISION. NEITHER THIS WEBSITE NOR ANY OF THE CONTENT, MATERIALS AND INFORMATION AVAILABLE ON OR THROUGH THIS WEBSITE MAKES ANY EFFORT TO PRESENT A COMPREHENSIVE OR BALANCED DESCRIPTION OF RAI OR ITS INVESTMENT ACTIVITIES. NOTHING ON THE WEBSITE IS INTENDED TO BE, AND YOU SHOULD NOT CONSIDER ANYTHING ON THE SITE TO BE, INVESTMENT, ACCOUNTING, TAX OR LEGAL ADVICE.
6.4 Past Performance Not Indicative of Future Results. PAST PERFORMANCE MAY NOT BE INDICATIVE OF FUTURE RESULTS. THEREFORE, NO USER SHOULD ASSUME THAT FUTURE PERFORMANCE OF ANY SPECIFIC INVESTMENT, INVESTMENT STRATEGY OR 5 PRODUCT MADE REFERENCE TO DIRECTLY OR INDIRECTLY ON THE WEBSITE, OR INDIRECTLY VIA A LINK TO AN UNAFFILIATED THIRD PARTY WEBSITE, WILL BE PROFITABLE OR EQUAL THE CORRESPONDING INDICATED PERFORMANCE LEVEL(S). DIFFERENT TYPES OF INVESTMENTS INVOLVE VARYING DEGREES OF RISK, AND THERE CAN BE NO ASSURANCE THAT ANY SPECIFIC INVESTMENT WILL EITHER BE SUITABLE OR PROFITABLE FOR A USER’S INVESTMENT PORTFOLIO. HISTORICAL PERFORMANCE RESULTS FOR INVESTMENT INDICES AND/OR CATEGORIES GENERALLY DO NOT REFLECT THE DEDUCTION OF TRANSACTION AND/OR CUSTODIAL CHARGES, THE DEDUCTION OF AN INVESTMENT MANAGEMENT FEE, NOR THE IMPACT OF TAXES, THE INCURRENCE OF WHICH WOULD HAVE THE EFFECT OF DECREASING HISTORICAL PERFORMANCE RESULTS.
6.5 Forward Looking Information. CERTAIN CONTENT ON RAI PROPERTIES MAY CONTAIN FORWARD-LOOKING STATEMENTS, WHICH ARE SUBJECT TO RISKS AND UNCERTAINTIES AND SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE WORDS “BELIEVE,” “EXPECT,” “ANTICIPATE,” “OPTIMISTIC,” “INTEND,” “AIM,” “WILL” OR SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. USERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. RAI UNDERTAKES NO OBLIGATION TO UPDATE PUBLICLY OR REVISE ANY FORWARDLOOKING STATEMENTS. IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM A RAI’S FORWARD-LOOKING STATEMENTS ARE DESCRIBED IN SUCH RAI’S PERIODIC REPORTS, INCLUDING THE ANNUAL REPORT ON FORM 10-K AND QUARTERLY REPORTS ON FORM 10-Q FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE ANNUAL REPORT TO STOCKHOLDERS.
7. LIMITATION OF LIABILITY.
7.1 Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL RAI PARTIES BE LIABLE FOR ANY LOSS OF USE, DATA, OR PROFITS OR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE RAI PROPERTIES, WHETHER OR NOT RAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE RAI PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE RAI PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD-PARTY ON RAI PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO THE RAI PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. RAI SHALL IN NO EVENT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY ANY PARTY (INCLUDING, WITHOUT LIMITATION, ANY USER) IN RELIANCE ON INFORMATION POSTED ON RAI PROPERTIES.
7.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE AMOUNT THAT THE RAI PARTIES ARE LIABLE TO YOU EXCEED ONE HUNDRED DOLLARS ($100). 6
7.3 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN RAI AND YOU.
8.1 Violations. If RAI becomes aware of any possible violations by you of the Terms, RAI reserves the right to investigate such violations. If, as a result of the investigation, RAI believes that criminal activity has occurred, RAI reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. RAI is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in RAI Properties, in RAI’s possession in connection with your use of RAI Properties, to (a) comply with applicable laws, legal process or governmental request; (b) enforce the Terms, (c) respond to your requests for customer service, or (d) protect the rights, property or personal safety of RAI, its Registered Users or the public, and all enforcement or other government officials, as RAI in its sole discretion believes to be necessary or appropriate.
8.2 Breach. In the event that RAI determines, in its sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for RAI Properties, RAI reserves the right to:
(a) Warn you via e-mail (to any e-mail address you have provided to RAI) that you have violated the Terms;
(b) Discontinue your registration(s) with any of RAI Properties, including any Services or any RAI portal;
(c) Notify and/or send Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or
(d) Pursue any other action which RAI deems to be appropriate.
9.1 Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof). Upon termination of any Service, your right to use such Service will automatically terminate immediately. RAI will not have any liability whatsoever to you for any suspension or termination. All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
9.2 No Subsequent Registration. If your registration(s) with or ability to access RAI Properties is discontinued by RAI due to your violation of any portion of the Terms or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access RAI Properties or any RAI community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those RAI Properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, RAI reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
10. INTERNATIONAL USERS. RAI Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references 7 do not imply that RAI intends to announce such Services or Content in your country. RAI Properties are controlled and offered by RAI from its facilities in the United States of America. RAI makes no representations that RAI Properties are appropriate or available for use in other locations. Those who access or use RAI Properties from other countries do so at their own volition and are responsible for compliance with local law.
11. DISPUTE RESOLUTION. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with RAI and limits the manner in which you can seek relief from us.
11.1 Applicability of Arbitration Agreement. You agree that any dispute, claim, or request for relief relating in any way to your access or use of the Website, to any products sold or distributed through the Website, or to any aspect of your relationship with RAI, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims or seek relief in small claims court if your claims qualify,; and (2) you or RAI may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of these Terms or any prior version of these Terms.
11.2 Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to our registered agent: Chief Compliance Officer, Resource America Inc., 717 Fifth Avenue, 18th Floor, New York, New York. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, RAI will pay them for you. In addition, RAI will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for disputes, claims, or requests for relief totaling less than $10,000 unless the arbitrator determines the claims are frivolous.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
11.3 Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and RAI. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and 8 conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
11.4 Waiver of Jury Trial. YOU AND RAI HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and RAI are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 11.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
11.5 Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE FOR CLAIMS COVERED BY THIS ARBITRATION AGREEMENT, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER OR PERSON. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given dispute, claim or request for relief, then such aspect must be severed from the arbitration and brought in the state or federal courts located in New York in accordance with Section 12.5. All other disputes, claims or requests for relief shall be arbitrated.
11.6 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: firstname.lastname@example.org, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your RAI account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
11.7 Severability. Except as provided in subsection 11.5, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
11.8 Survival of Terms. This Arbitration Agreement will survive the termination of your relationship with RAI.
11.9 Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if RAI makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing RAI at the following address: Resource America Inc., Attn: Chief Compliance Officer, 717 Fifth Avenue, 18th Floor, New York, New York 10022.
12. GENERAL PROVISIONS.
12.1 Electronic Communications. The communications between you and RAI may take place via electronic means, whether you visit RAI Properties or send RAI e-mails, or whether RAI posts notices on RAI Properties or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from RAI in an electronic form; and (b) agree that all terms and conditions, 9 agreements, notices, disclosures, and other communications that RAI provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).
12.2 Release. You hereby release RAI Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of RAI Properties, including but not limited to, any interactions with third-party websites of any kind arising in connection with or as a result of the Terms or your use of RAI Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a RAI Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or any Services provided hereunder.
12.3 Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without RAI’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
12.4 Force Majeure. RAI shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
12.5 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to RAI Properties, please contact us at Resource America Inc., Attn: Chief Compliance Officer, 717 Fifth Avenue, 18 th Floor, New York, New York 10022. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
12.6 Exclusive Venue. To the extent the parties are permitted under these Terms to initiate litigation in a court, both you and RAI agree that all claims and disputes arising out of or relating to the Terms will be litigated exclusively in the state or federal courts located in New York, New York.
12.7 Governing Law. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE TERMS.
12.8 Notice. Where RAI requires that you provide an e-mail address, you are responsible for providing RAI with your most current e-mail address. In the event that the last e-mail address you provided to RAI is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, RAI’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to RAI at the following address: Resource America Inc., Attn: Chief Compliance 10 Officer, 717 Fifth Avenue, 18 th Floor, New York, New York 10022. Such notice shall be deemed given when received by RAI by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
12.9 Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
12.10 Severability. If any portion of this Terms is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
12.11 Export Control. You may not use, export, import, or transfer RAI Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained RAI Properties, and any other applicable laws. In particular, but without limitation, RAI Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using RAI Properties, you represent and warrant that (y) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (z) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use RAI Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by RAI are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer RAI products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
12.12 Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
12.13 Entire Terms. The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.