Last updated: 7th of September 2018
1. THE SERVICES
2. USE OF SERVICES
3. POSTING CONTENT; USER CONDUCT
You acknowledge and agree that all information, data, text, photographs, images, files, software, sounds, recordings, graphics, video, messages, tags and other materials, in whatever form and technical structure, whether publicly posted or privately transmitted or stored using the Services (“Content”), are the sole responsibility of the person(s) originating such Content and introducing such Content into the Services.
We reserve the right, but shall have no obligation, to pre-screen, reject, review, quarantine, delete or move any Content posted or submitted to the Services, without obligation to any person.
You further agree to NOT:
1. use our products or the Services for illegal purposes or for promotion of dangerous activities;
2. impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with Rialto or any other person or entity;
3. upload, post or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual duties (such as insider trading regulations, internal corporate policies or nondisclosure agreements);
4. upload, post or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
5. upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
6. interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected or applicable to the Services;
7. violate through use of the Services any applicable local, state, national or international law;
8. “stalk” or otherwise harass another person or user of the Services, or take any action invasive to another’s privacy (by posting, for example, another’s photograph, address, email, phone number or any other contact information) without permission from such other person;
9. promote illegal activities, promote physical harm or injury against any government, legal entity, group or individual;
10. solicit passwords or personal identifying information from other users for unintended, commercial or unlawful purposes;
11. exceed the scope of the Services you (or your employer or principal pursuant to an Subscriber Agreement) have signed up for, for example, accessing and using portions of the website, groups or features that you do not have a right to use, or deleting, adding to or otherwise changing another person’s entries or other Content when you have not been granted the right to do so;
12. access (or attempt to access) any of the Services by any means other than through the interface(s) provided by Rialto, or access (or attempt to access) any of the Services through any automated means (including use of scripts, web crawlers or the like) or otherwise engage the Services in a manner reasonably likely to be harmful to the systems operating the Services or the access or use of the Services by others;
13. reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion or use of, or access to, the Services; and
14. you further agree NOT to upload or display publicly Content that:
i. contains nudity, sexually graphic material, or material that is otherwise deemed explicit by Rialto; or
ii. contains threatening, abusive, harassing, defamatory, libellous, invasive, hateful, or racially, ethnically or otherwise objectionable.
If you encounter any of these prohibited uses, we encourage you to report them to us immediately.
5. PROPRIETARY RIGHTS, LICENCES AND LIMITATIONS
Without limiting the generality of the foregoing, you agree not to access, use, copy, reverse engineer, create derivative works from, share or assist any third party to use the Services or any component thereof to design, create, program, market or promote any product, software or service in competition with Rialto (including but not limited to independent or internal networks).
In order to enable Rialto to operate the Services, we must obtain from you certain licence and other rights to the Content you submit (so that our processing, maintenance, storage, technical reproduction, back-up and distribution, and related handling of your Content does not infringe applicable copyright and other laws). Accordingly, by using the Services and posting Content, you grant Rialto a licence to display, process, perform and distribute your Content, and to modify (for technical purposes) and reproduce such Content to enable Rialto to operate and provide the Services. You also agree that Rialto has the right to elect not to process, post, store, display, publish or transmit any Content in our sole discretion. You agree that these rights and licences are royalty free, irrevocable and worldwide, and include a right for Rialto to make such Content available to, and pass these rights along to, others with whom Rialto has contractual relationships related to the provision of the Rialto Services, solely for the purpose of providing such services, and to otherwise permit access to your Content to third parties if Rialto determines such access is necessary to comply with its legal obligations or to:
1. respond to your requests for service;
2. enforce this Agreement;
3. respond to claims that your Content violates the rights of third parties; or
4. protect the rights, property, or personal safety of us, other Users, or the public.
Where we are required to access and disclose your account information and Content, Rialto will, to the extent we are permitted to do so, give you as much notice of this disclosure as possible.
Notwithstanding any provision hereof to the contrary, Rialto may use and disclose anonymous, aggregated data and statistics regarding use of the Services, provided no individual organization or person can be identified and no Content is disclosed in connection with such data and statistics.
By submitting to Rialto any feedback, comments, ideas, suggestions, documents and/or proposals through the “Contact Us” interface or otherwise (collectively, “Contributions”), you acknowledge and agree that:
1. your Contributions do not contain confidential or proprietary information;
2. Rialto is not under any obligation of confidentiality, express or implied, with respect to the Contributions;
3. Rialto shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide;
4. Rialto already may possess or have received or considered something the same as or similar to the Contributions;
5. your Contributions automatically become the property of Rialto without any obligation of Rialto to you; and
6. you are not entitled to any accounting, compensation or reimbursement of any kind from Rialto for Contributions.
6. PROVISION OF SERVICES; MODIFICATIONS
We retain the right to implement limits on the number of users with whom you may share Content, the number of real estate assets you manage, the amount of storage available to you, and other limitations at any time. Rialto may engage certain affiliates, subcontractors or other third parties to provide all or part of the Services to you, and you hereby acknowledge and agree that such third party involvement is acceptable. Further, you acknowledge that in using the Services to send message or transmit other Content, you will be causing communications to be sent through computer networks owned by Rialto and third parties that are located throughout the United Kingdom and other countries. In performing the required technical steps to provide the Services to our users, Rialto may make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media.
We reserve the right at any time and in our sole discretion to modify or discontinue, temporarily or permanently, the Services or any part thereof (including Software), with or without notice. We may take any measures we deem necessary or appropriate in connection with operation of the Services, including for maintenance or security reasons, which may affect availability of the Services. You agree we shall not be liable to you or to any third party for any modification, suspension or discontinuance of any part of the Services. Rialto may install software updates from time to time with the intention of improving, enhancing, repairing and/or further developing the Services, and you agree to permit us to deliver these to you (and you to receive them) as part of your use of the Services.
7. COMPLIANCE WITH LAWS
You acknowledge and agree that your access to and use of the Services may be subject to applicable foreign, national and/or local laws, ordinances, rules, and regulations, as well as the rules and regulations of non-governmental regulators such as the Financial Services Authority (each such agency, a "Regulatory Agency"). You agree to comply with all laws, ordinances, rules, regulations, and/or requirements imposed by any government or Regulatory Agency on your use, transmission, and disclosure of any data or information via the Services. You also represent and warrant that any data, media, or other content you disseminate through the Services does not violate the intellectual property rights or other proprietary rights of any third party.
Rialto may terminate the Services, or your access to or use of the Services or your account, with or without notice. Reasons for Rialto terminating your account or the Services include, without limitation:
2. your request or self-effecting account deletion,
3. breach or termination of the Subscriber Agreement governing your access to the Services,
4. non-payment of any fees or other sums due to Rialto or any other party related to your use of the Services,
5. requests by law enforcement or other government agencies,
6. the discontinuance or material modification to the Services (or any part thereof), or
7. unexpected technical or security issues or problems
In the event of any termination, we will close your account and you will no longer be able to retrieve Content contained in that account or otherwise use the Services.
We may include the use of third party resources and/or links to third party websites as part of the Services. We have no control over such sites and resources and, accordingly, you acknowledge and agree that:
1. we are not responsible for the availability of such external sites or resources;
2. we do not endorse and are not responsible or liable for any content or other materials available from such sites or resources and
3. we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content or materials available on or through any such site or resource.
11. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
1. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, RIALTO EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
2. RIALTO DOES NOT WARRANT THAT (i) THE SERVICES WILL MEET ALL OF YOUR REQUIREMENTS; (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE; OR (iii) ERRORS IN THE SOFTWARE WILL BE CORRECTED.
3. ANY TRANSMISSION OF CONTENTS THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM ANY SUCH TRANSMISSION.
12. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT RIALTO, ITS SUBSIDIARIES, AFFILIATES AND LICENSORS, AND OUR AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, AGENTS, SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COVER OR OTHER INTANGIBLE LOSSES (EVEN IF RIALTO OR ANY AFFILIATE OF OURS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM:
i. THE USE OR THE INABILITY TO USE THE SERVICES;
ii. THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES;
iii. UNAUTHORIZED ACCESS TO OR THE LOSS, CORRUPTION OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT OR DATA;
iv. STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR USING THE SERVICES;
v. ACTIONS OR OMISSIONS BY RIALTO OR ITS AFFILIATES BASED ON YOUR ACCOUNT INFORMATION OR ANY CHANGES THERETO OR NOTICES RECEIVED THEREFROM;
vi. YOUR FAILURE TO PROTECT THE CONFIDENTIALITY OF ANY PASSWORDS OR ACCESS RIGHTS TO YOUR ACCOUNT INFORMATION;
vii. THE ACTS OR OMISSIONS OF ANY THIRD PARTY USING THE SERVICES;
ix. ANY OTHER MATTER RELATING TO THE SERVICES.