rSquared Website Terms of Use

Effective Date: May 24, 2019

These terms and conditions of use (the “Terms of Use” or “Terms”) govern and apply to anyone accessing or using the rSquared CRE, LLC website located at rsquaredcre.com and any related or successor sites, and any associated mobile sites or applications (collectively, the “Website”). Except as otherwise specified, these Terms do not govern any paid transaction between you and rSquared CRE, LLC. Your use of the Website may also be subject to the terms of a Software as a Service Subscription Agreement entered into by you and rSquared CRE, LLC.

The Website is owned and operated by rSquared CRE, LLC and its subsidiaries and affiliates (collectively, “rSquared,” “we,” “us,” and “our”). While using the Website, please be aware that your access to and use of the various information, documents and services offered by rSquared (the “Materials”) are subject to these Terms of Use. Your use of the Website is expressly conditioned on your compliance with and acceptance of the following Terms of Use. If you do not agree with any part of the following Terms of Use or Privacy Policy, please do not use the Website. Your decision to end your use of the Website because you do not agree with these Terms of Use is voluntary and does not excuse you from any obligations you may have under an applicable Software as a Service Subscription Agreement.

rSquared reserves the right to modify these Terms of Use at any time without notice, and such changes shall be deemed effective immediately upon posting of the modified Terms of Use. Your continued use of the Website following the posting of changes to same will indicate your acceptance those changes.

THE WEBSITE IS NOT INTENDED FOR USE OR ACCESS BY ANYONE UNDER THE AGE OF 13. IF YOU ARE UNDER THE AGE OF 13, YOU MAY NOT USE OR ACCESS THE WEBSITE OR PROVIDE US WITH ANY PERSONALLY IDENTIFIABLE INFORMATION.

1. Account Creation and Information

In consideration of your use of the Website, you agree to: (a) provide true, accurate, current, and complete account registration information about yourself as prompted by the Website; and (b) maintain and promptly update such registration information to keep it true, accurate, current, and complete. If you provide any registration information that is untrue, inaccurate, not current, or incomplete, or if rSquared has a reasonable ground to suspect that such information is untrue, inaccurate, not current, or incomplete, rSquared has the right to suspend or terminate your account and refuse any and all current or future use of the Website (or any portion thereof).

In creating an account through our Website, you will create a password and account designation. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. If you allow third parties to access rSquared’s Website through your username and password, you will defend and indemnify rSquared and its affiliates against any liability, costs, or damages, including attorney

fees, arising out of claims or suits by such third parties based upon or relating to such access and use. You agree to (a) immediately notify rSquared of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. rSquared cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.

2. Ownership and Copyright

Copyrights, trademark rights, database rights, design rights and any and all other intellectual property and other rights relating to the Website and Materials existing now or in the future including but not limited to computer programs, source and object code, documentation, software graphics, text, images, designs, videos, sound, illustrations, animations, databases, logos, domain names, trade names and trade identities (collectively referred to as the “Content”), are the property of rSquared, its parents, subsidiaries, affiliates and/or licensors. All elements of the Website, including without limitation the general design and the Content, are protected by trade dress, copyright, moral rights, trademark and other laws relating to intellectual property rights. The Website may only be used for the intended purpose for which they are being made available.

Images of people or places displayed on the Website are either the property of, or used with permission by, rSquared. The use of these images by you, or anyone else authorized by you, is prohibited unless specifically permitted by these Terms of Use or specific permission provided elsewhere on the Website. Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

With the exception of authorized downloads of data pursuant to an applicable Software as a Service Subscription Agreement, any copying, reproduction, publication, posting, transmission or distribution of any part of the Website in any way is prohibited. Except as provided herein or pursuant to a Software as a Service Subscription Agreement between you and rSquared, no license or right, express or implied, is granted to any person under any intellectual property right. Except as authorized under the copyright laws, you are responsible for obtaining permission before reusing any copyrighted material that is available through the Website. Modification of the Materials or use of the Materials for any other purpose is a violation of rSquared’s copyright and other proprietary rights. rSquared neither warrants nor represents that your use of Materials will not infringe the rights of third parties not owned by or affiliated with rSquared.

3. Use of the Website

The Website and Materials may not be copied, reproduced, republished, uploaded, posted, transmitted or distributed without the prior written permission of rSquared, except as provided herein. “Deep-linking,” “embedding” or using analogous technology is strictly prohibited. You are prohibited from posting to or transmitting from the Website any unlawful, threatening, libelous, defamatory, obscene, indecent, inflammatory, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. You are responsible for complying with

all local rules, laws, and regulations including, without limitation, rules about intellectual property rights, the Internet, technology, data, electronic mail, publicity and privacy. You agree that you will not use any device, software or other instrumentality to interfere or attempt to interfere with the proper working of the Website, and that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. In addition, you may not use any robot, spider, other automatic device, or manual process to monitor, copy or scrape any of our web pages or the content contained herein, without the prior express written consent from an authorized executive of rSquared. You agree you will not interfere or attempt to interfere with or damage, impair or disable the operation of the Website, by any means, including but not limited to providing links to third party sites or uploading or otherwise disseminating viruses, worms, spyware, adware or other malicious code. You may also not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Website or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. You may not make any unsolicited offers, request, advertisements, or spam.

You represent, warrant and agree that you will comply with the above acceptable use requirements. In addition to any remedies that we may have at law or in equity, if we determine, in our sole discretion, that you have violated or are likely to violate the foregoing prohibitions, we may take any action we deem necessary to cure or prevent the violation, including without limitation, the immediate removal of the related materials from the Website.

4. Accuracy of Information

We attempt to ensure that information provided through the Website is complete, accurate and current. We make no representation as to the completeness, accuracy or currency of any information provided through the Website and in the Materials. rSquared shall not be responsible for any errors or omissions in the Materials.

5. Proprietary Rights

rSquared does not claim ownership of any information or data generated by users of our Website (collectively, “User Content”) and transmitted, whether publicly or privately, to or through rSquared, with the exception of feedback and suggestions. Unless otherwise specified, you retain copyright and any other rights you already hold over User Content that you create and submit, post, or display on or through the Website. However, by submitting, posting, or displaying User Content, you give rSquared, its affiliated companies, sublicensees, and successors and assigns a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, distribute, reproduce, edit, reformat, and create derivative works from any de-identified User Content that you submit, post, or display on or through the Website. You acknowledge and agree that this license includes a right for rSquared to make such de-identified User Content available to other companies, organizations, or individuals with whom rSquared has relationships, and to use such User Content in connection with the provision of those services.

6. Links

The Website may contain hyperlinks or other connection devices, which will allow you to use the Website and access other websites. rSquared is not responsible and assumes no responsibility for the contents of any non-rSquared linked Internet website, or for any potential damage arising out of or in connection with the use of any such link. The Internet websites to which links are provided through the Website are not under the control of rSquared. Access to any other Internet websites linked to the website is at the user’s own risk.

In addition, the existence of a link between the Website and any other Internet website is not and shall not be understood to be an endorsement by rSquared of any material, substance, information, or the owner or proprietor of the linked Internet website, and such link shall not imply nor create any relationship nor endorsement between rSquared and the owner or proprietor of such linked website.

7. Privacy

rSquared is committed to ensuring the privacy of its customers. Your use of our Website is subject to our Privacy Policy. Please read the Privacy Policy for information on how your personal information and other information about you will be handled. By accepting these Terms of Use you are also accepting the terms of the Privacy Policy, which is incorporated herein by reference for all purposes. If you do not agree to these Terms of Use, please do not use the Website. Your decision to end your use of the Website because you do not agree with these Terms of Use is voluntary and does not excuse you from any obligations you may have under an applicable Software as a Service Subscription Agreement.

8. Limitation of Liability

WITHIN THE LIMITS ALLOWED BY APPLICABLE LAWS, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT RSQUARED SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF RSQUARED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE WEBSITE; (b) ANY ACTION YOU TAKE BASED ON THE INFORMATION YOU RECEIVE IN, THROUGH, OR FROM THE WEBSITE, (c) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL, (d) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE WEBSITE; (e) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (f) THE IMPROPER AUTHORIZATION FOR THE WEBSITE BY SOMEONE CLAIMING SUCH AUTHORITY; or (g) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE.

9. Disclaimer of Warranty

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT: (1) YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT ALLOWED BY LAW, RSQUARED EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. (2) RSQUARED MAKES NO WARRANTY THAT (a) THE WEBSITE WILL MEET YOUR REQUIREMENTS; (b) THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, UNFAILINGLY SECURE, OR ERROR-FREE; (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE; (d) THE QUALITY OF ANY PRODUCTS, WEBSITE, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE WEBSITE WILL MEET YOUR EXPECTATIONS AND (e) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. (3) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. (4) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM RSQUARED OR THROUGH OR FROM THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS. (5) YOU SHOULD ALWAYS USE CAUTION WHEN GIVING OUT ANY PERSONALLY IDENTIFYING INFORMATION ABOUT YOURSELF OR THOSE FOR WHOM YOU HAVE LEGAL AUTHORITY. RSQUARED DOES NOT CONTROL OR ENDORSE ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE WEBSITE AND, THEREFORE, RSQUARED SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN OR USE OF THE WEBSITE.

You agree that our sole obligation to you is to provide the Website as-is. You agree that unless we do something that is (a) grossly negligent, reckless, or an act of knowing or intentional willful misconduct or (b) a violation of a consumer protection statute in connection with the Website, we will not be liable to you or to any third party for your use of the Website.

10. Release

In the event that you have a dispute with one or more other users of the Website, you release rSquared (and its officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

11. Indemnification

You agree to indemnify, defend and hold rSquared, its officers, directors, shareholders, employees and agents from and against all demands, liabilities, judgments, fines, interest, penalties, damages, losses, costs, claims or expenses (including, without limitation, attorneys’ fees and fees of other professional advisers) resulting from (i) your online conduct and use of the Website and Materials; (ii) your violation, breach or alleged breach of these Terms of Use; (iii) your failure to comply with any applicable laws or regulations; (iv) your negligence, willful misconduct, or violations of the intellectual property or other rights of any person, including without limitation, copyright and trademark infringement, obscene or indecent postings, and online defamation; or (v) any of your dealings or transactions with other persons resulting from use of the Website. You will be required to completely and fully indemnify rSquared for its losses.

12. Jurisdiction and General Terms

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. The Website is intended for use in and by citizens and domiciliaries of the United States of America only. The Materials may contain information about products which may not be available in other countries or may be available under different trademarks in different countries, subject to different indications or restrictions of use. The Terms of Use shall be governed by and construed in accordance with the laws of the State of Illinois, in the United States of America, regardless of where the user is based. You agree that any action at law or in equity arising out of or relating to these Terms of Use shall be filed only in the state or federal courts located in Cook County, Illinois, U.S.A., and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.

If any provision of these Terms of Use shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.

You or we may suspend or terminate your account or your use of the Website at any time, for any reason or for no reason, unless you are bound by the terms of an applicable Software as a Service Subscription Agreement. Unless otherwise stated, any other rules, restrictions, guidelines and terms and conditions that may be posted or made available in connection with a particular feature on the Website are incorporated by this reference into these Terms of Use.

Your use of the Website is independent of rSquared and not as an employee, agent, partner, or joint-venturer with rSquared for any purpose.

No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

13. Changes to the Terms of Use

rSquared may make changes to the Terms from time to time. When these changes are made, rSquared will make a new copy of the Terms available on its website and any new additional terms will be made available to you from within, or through, the affected Website.

You acknowledge and agree that if you use the Website after the date on which the Terms have changed, rSquared will treat your use as acceptance of the updated Terms.

14. Entire Agreement

The Terms of Use constitutes the entire agreement between you and rSquared, with the exception of any applicable Software as a Service Subscription Agreement. If you do not understand any of the foregoing terms and conditions or if you have any questions or comments, we invite you to contact us at:

rSquared CRE, LLC
230 W. Monroe St., Suite 1050 Chicago, IL 60606

All Service design, graphics, text selections, arrangements, and all software are Copyright© 2019 rSquared CRE, LLC.

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