NYCE

Acceptance of the Terms of Use

These terms of use (“Terms of Use”) govern your use of services controlled by REIFY, LLC and its subsidiaries (collectively, “REIFY,” “we,” “us,” and “our”). We provide services to users, members and visitors to our Site (together “User” or “you”) through our site located at https://100kmillionaires.com, mobile applications and related technology and services (collectively, including any new features and applications, the “Site”). Your compliance with these Terms of Use is a condition to your use of the Services. If you do not agree to be bound by these Terms of Use, promptly exit this Site. We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Site thereafter. Your continued use of the Site following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you. Any of the material on the Site may be out of date at any given time, and we are under no obligation to update such material. By accessing the Site, you affirm that you are at least 18 years of age and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Use. Furthermore, you affirm that you will in fact abide by and comply with these Terms of Use.

PLEASE BE ADVISED: THESE TERMS OF USE CONTAIN PROVISIONS THAT GOVERN HOW CLAIMS BETWEEN YOU AND REIFY CAN BE BROUGHT. THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST REIFY TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING.

Please consult our Privacy Policy for a description of our privacy practices and policies. All such terms are hereby incorporated by reference into these Terms of Use.

Accessing the Site and Account Security

Access. We reserve the right to withdraw or amend this Site, and any service or material we provide on the Site, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Site, or the entire Site, to users, including registered users. You are responsible for both: (a) making all arrangements necessary to access to the Site; and (b) ensuring that all persons who access the Site through your internet connection are aware of these Terms of Use and comply with them

Registration. To access the Site or the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Site that all the information you provide on the Site is correct, current, and complete. You agree that all information you provide to register with this Site or otherwise, including, but not limited to, through the use of any interactive features on the Site, will be true, accurate, current and complete, and shall be governed by our Privacy Policy. You consent to all actions we take with respect to your information consistent with our Privacy Policy

Account. If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Site or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

General Practices. You acknowledge that we may establish general practices and limits concerning use of the Site, including without limitation the maximum period of time that data or other content will be retained by the Site and the maximum storage space that will be allotted on our servers on your behalf. You agree that we have no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Site. You acknowledge that we reserve the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that we reserve the right to change these general practices and limits at any time, in our sole discretion, with or without notice. All information we collect on this Site is subject to our Privacy Policy. By using the Site, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy

Mobile Services. The Site includes certain services that are available via a mobile device, including (i) the ability to monitor and make adjustments to your investment portfolio, (ii) the ability to browse the Site from a mobile device and (iii) the ability to access certain features through a mobile application downloaded and installed on a mobile device (such application, the “Application”, and such services collectively, the “Mobile Services”). To the extent you access the Site through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. In the event you change or deactivate your mobile telephone number, you agree to promptly update your REIFY account information to ensure that your messages are not sent to the person that acquires your old number.

License. Subject to these Terms of Use, REIFY hereby grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to (a) install the Application on one mobile device and (b) use the Application for your own personal use. For clarity, the foregoing is not intended to prohibit you from installing the Application for another device on which you also agreed to the Terms of Use. Each instance of the Terms of Use that you agree to grants you the aforementioned rights in connection with the installation and use of the Application on one device.

Open Source. The Application may contain or be provided together with open source software. Each item of open source software is subject to its own applicable license terms, which can be found in the Application documentation or the applicable help, notices, about or source files. Copyrights to the open source software are held by the respective copyright holders indicated therein

Conditions of Use

User Contributions. The Site may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, "Interactive Services") that allow users to post, submit, upload, publish, display, or transmit (hereinafter, "post") code, video, images, information, data, text, software, music, sound, photographs, graphics, content, messages or other materials (collectively, "User Contributions") on or through the Site. All User Contributions must comply with the Content Standards set out in these Terms of Use. Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Site, you grant us and our affiliates and service providers, and each of their, and our, respective licensees, successors, and assigns the unrestricted, royalty-free right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose. You represent and warrant that: (a) you own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their, and our, respective licensees, successors, and assigns; and (b) all of your User Contributions do and will comply with these Terms of Use. You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the REIFY, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. Under no circumstances will REIFY be liable in any way for any User Contributions, content or materials of any third parties including, without limitation, for any errors or omissions in any content, or loss or damage of any kind incurred as a result of the use of any such content.

You agree to not use the Site to:

email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) 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; (iv) poses or creates a privacy or security risk to any person; or (v) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable;
interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site; or
violate any applicable local, state, national or international law, or any regulations having the force of law;
impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or
obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Site.

Fees: There may be fees associated with investments you may make through the Site. Any such fees will be disclosed in the offering documents with respect to such investments.

International Use; Export Controls. Software available in connection with the Site and the transmission of applicable data, if any, is subject to United States export controls. No software may be downloaded from the Site or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Site, including as it concerns online conduct and acceptable content.

Commercial Use: Unless otherwise expressly authorized herein or in the Site, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Site, use of the Site, or access to the Site. The Site is for your personal use.

Electronic Transactions and Disclosures: Because REIFY operates only on the Internet, it is necessary for you to consent to transact business with us online and electronically. Therefore, we also need you to consent to our giving you certain disclosures electronically, either via our Site or to the email address you provide to us. By agreeing to the Terms of Use, you agree to receive electronically all documents, communications, notices, contracts, and agreements (including any IRS Forms, including Form 1099 and Schedule K-1) arising from or relating to your use of the Site, including any notes you have purchased, your use of the Site, and the servicing of any notes you have purchased as either an investor of REIFY (each, a “Disclosure”), from us, whether we are acting in the capacity as trustee or otherwise, or our affiliates. An IRS Form refers to any Form 1099, Schedule K-1 or other Form, Schedule or information statement, including corrections of such documents, required to be provided pursuant to U.S. Internal Revenue Service rules and regulations and that may be provided electronically (each, an “IRS Form”), provided that you consent to such electronic delivery, as more fully described in the subscription document(s) applicable to you. You will keep us informed of any change in your email or home mailing address so that you can continue to receive all Disclosures in a timely fashion. If your registered email address changes, you must notify us of the change by sending an email to hello@nycegroup.co. You also agree to update your registered residence address and telephone number on the Site if they change. You will print a copy of these Terms of Use for your records and you agree and acknowledge that you can access, receive and retain all Disclosures electronically sent via email or posted on the Site.

Electronic Communications. Any Disclosures will be provided to you electronically through our Site or via electronic mail to the verified email address you provided. If you require paper copies of such Disclosures, you may write to us at the mailing address provided below and a paper copy will be sent to you at a cost of up to $20.00. A request for a paper copy of any Disclosure will not be considered a withdrawal of your consent to receive Disclosures electronically. Any IRS Forms provided electronically will remain accessible for twelve months following the end of the tax year to which the IRS Forms relate, or six months after the date of issuance of the IRS Forms, whichever is later; after that time the IRS Forms may no longer be accessible electronically. We may discontinue electronic provision of Disclosures at any time in our sole discretion, in which case we will provide you with paper copies.

Scope of Consent: Your consent to receive Disclosures and transact business electronically, and our agreement to do so, applies to any transactions to which such Disclosures relate, whether between you and REIFY or between you and our affiliates. Your consent will remain in effect for so long as you are a User and, if you are no longer a User, will continue until such a time as all Disclosures relevant to transactions that occurred while you were a User have been made, subject to any special rules regarding consent to electronic delivery of IRS Forms, as more fully described in the subscription document(s) applicable to you.

Consenting to Do Business Electronically: Before you decide to do business electronically with REIFY or our affiliates, you should consider whether you have the required hardware and software capabilities described below.

Hardware and Software Requirements: In order to access and retain Disclosures electronically, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related software capable of receiving email through the Internet; supported Web browsing software (three most recent versions of Google Chrome, Microsoft Edge or Firefox, Internet Explorer version 11 or higher, or Safari version 10 or higher); and hardware capable of running this software.

TCPA Consent: You expressly consent to receiving calls and messages, including auto-dialed and prerecorded message calls, and SMS messages (including text messages) from us, our affiliates, agents and others calling at their request or on their behalf, at any telephone numbers that you have provided or may provide in the future (including any cellular telephone numbers). Your cellular or mobile telephone provider will charge you according to the type of plan you carry.

Additional Mobile Technology Requirements: If you are accessing our Site and the Disclosures electronically via a mobile device (such as a smart phone, tablet, and the like), in addition to the above requirements you must make sure that you have software on your mobile device that allows you to print and save the Disclosures presented to you during the application process. These applications can be found for most mobile devices in the device’s respective “app store”. If you do not have these capabilities on your mobile device, please access our Site through a device that provides these capabilities.

Withdrawing Consent: You may not withdraw such consent as long as you have outstanding any investments made through the Site; provided, however, that you may withdraw consent to receive electronic delivery of IRS Forms, as more fully described in the subscription document(s) applicable to you. If you have no outstanding investments made through the Site and wish to withdraw consent to doing business electronically, we will terminate your registered user account with us.

How to Contact Us regarding Electronic Disclosures: You can contact us via email at support@100Kmillionaires.com.

Third Party Material. Under no circumstances shall REIFY be liable in any way for any content or materials of any third parties including, without limitation, for any errors or omissions in any content, or loss or damage of any kind incurred as a result of the use of any such content. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content

Third Party Websites. The Site may provide, or third parties may provide, links or other access to other sites and resources on the Internet. REIFY has no control over such sites and resources and REIFY is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that REIFY 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 content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Site are between you and the third party, and you agree that REIFY is not liable for any loss or claim that you may have against any such third party.

Reliance on Information Posted. The information presented on or through the Site is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone who may be informed of any of its contents.

Linking to the Site and Social Media Features. You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent. This Site may provide certain social media features that enable you to: (a) link from your own or certain third-party sites to certain content on this Site; (b) send emails or other communications with certain content, or links to certain content, on this Site; or (c) cause limited portions of content on this Site to be displayed or appear to be displayed on your own or certain thirdparty Sites. You may use these features solely as they are provided by us and otherwise in accordance with any additional terms and conditions we provide with respect to such features Subject to the foregoing, you must not: (a) establish a link from any Site that is not owned by you; (b) cause the Site or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking; (c) link to any part of the Site other than the homepage; or (d) otherwise take any action with respect to the materials on this Site that is inconsistent with any other provision of these Terms of Use. The Site from which you are linking, or on which you make certain content accessible, must comply in all respects with the content standards set out in these Terms of Use. You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our discretion.

Links from the Site. If the Site contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party sites linked to this Site, you do so entirely at your own risk and subject to the terms and conditions of use for such sites.

Geographic Restrictions. The owner of the Site is based in the State of New York, in the United States. We provide this Site for use only by persons located in the United States. We make no claims that the Site or any of its content is accessible or appropriate outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Monitoring and Enforcement; Termination

We have the right to:

Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Site or the public, or could create liability for the REIFY.
Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site.
Terminate or suspend your access to all or part of the Site for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site. YOU WAIVE AND HOLD HARMLESS REIFY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review all material before it is posted on the Site, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Securities Offering Matters

General. Notwithstanding anything to the contrary in these Terms of Use, in no event shall anything in these Terms of Use be deemed to be a waiver, and we will not assert there has been a waiver, that would not be permissible under Section 14 of the Securities Act of 1933, as amended (the “Securities Act”), Section 29(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any other applicable provision of federal and state securities laws.

The securities offered on the Site have not been registered under the Securities Act, in reliance on the exemptive provisions of (i) Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder (“Regulation D” or “private placements”), and/or (ii) Regulation A promulgated under the Securities Act (“Regulation A”). Securities sold through private placements are restricted and not publicly traded, and are therefore illiquid. Neither the U.S. Securities and Exchange Commission nor any state securities commission or other regulatory authority has approved, passed upon or endorsed the merits of any offering on this Site.

Persons who are resident outside of the United States are not allowed access to investment opportunities on the Site. Our services (and certain pages of the Site) that relate to the viewing of actual investment opportunities or to making investments in the securities offered therein may not be used by any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where REIFY is not authorized to provide such information or services.

Investment overviews on the Site contain summaries of the purpose and principal business terms of the investment opportunities. Such summaries are intended for informational purposes only and do not purport to be complete, and each is qualified in its entirety by reference to the more detailed discussions contained in the investor document package relating to such investment opportunity. The information contained in the Site has been prepared by REIFY without reference to any particular user’s investment requirements or financial situation, and potential investors are encouraged to consult with professional tax, legal and financial advisors before making any investment.

YOU ARE URGED TO REVIEW OUR FULL DISCLOSURE AND OFFERING CIRCULARS WITH RESPECT TO THE SECURITIES OFFERINGS ON THE SITE

Eligibility.

Private Placements. Only "accredited investors" as defined in Rule 501 of Regulation D are authorized to access such services and web pages relating to offerings conducted under Regulation D (such persons being "Accredited Investors"). In general, to qualify as an Accredited Investor, individuals must have a net worth of more than $1 million (excluding their primary residence), or gross income for each of the last two years of at least $200,000 ($300,000 jointly with their spouse) with the expectation of a similarly qualifying income during the current year.
Regulation A. "Tier II" Investment opportunities registered pursuant to Regulation A of the Securities Act, including real estate investment trusts and other funds sponsored by one of Our Affiliates, are offered only to "Qualified Purchasers" as defined in Regulation A. "Qualified Purchasers" include: (i) Accredited Investors and (ii) all other investors so long as their investment in one of our offerings does not represent more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons).
Covered Persons. You may not become a beneficial owner of 20% or more of any issuer’s outstanding voting equity securities (an “Issuer Covered Person”) without becoming subject to certain “bad actor” disqualifying events described in Rule 506(d) of Regulation D or Rule 262(a) of Regulation A (a “Disqualifying Event”). You represent that you are not subject to a Disqualifying Event and that you will promptly notify REIFY in writing should any Disqualifying Events be applicable to you. REIFY is not liable or responsible for making Rule 506(e) under Regulation D or Rule 262(e) disclosures under Regulation A, nor for determining whether any Issuer Covered Person is subject to a Disqualifying Event.
Documentation. You may be required to provide supporting documents to issuers that provide proof that you are an Accredited Investor or Qualified Purchaser and as to your status with respect to being an Issuer Covered Person. Such proof will require your completion of a subscription agreement and may require completion of a questionnaire and satisfactory background information screening. Your failure to provide any information and documentation requested to confirm your status will be cause for REIFY to immediately discontinue your use of the Site.

Investment Adviser Matters

REIFY IS NOT REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION AS AN INVESTMENT ADVISER UNDER THE INVESTMENT ADVISERS ACT OF 1940 AND, AS SUCH, IS NOT ENGAGED IN THE BUSINESS OF PROVIDING ADVICE TO OTHERS OR ISSUING REPORTS OR ANALYSES REGARDING SECURITIES FOR COMPENSATION.

PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, AND ANY EXPECTED RETURNS OR HYPOTHETICAL PROJECTIONS MAY NOT REFLECT ACTUAL FUTURE PERFORMANCE. FURTHERMORE, PAST RETURNS MAY REFLECT THE PERFORMANCE OF ASSETS FOR A FINITE TIME, OR DURING A PERIOD OF EXTREME MARKET ACTIVITY. ALL INVESTMENTS INVOLVE RISK AND MAY RESULT IN PARTIAL OR TOTAL LOSS. There can be no assurance that an investment mix or any projected or actual performance shown on the Site will lead to the expected results shown or perform in any predictable manner. It should not be assumed that investors will experience returns in the future, if any, comparable to those shown or that any or all investors on the Site experienced such returns.

Third Party Distribution Channels

REIFY offers software applications that may be made available through certain distribution channels (“Distribution Channels”). If you obtain such software through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. These Terms of Use are between you and us only, and not with the Distribution Channel. To the extent that you utilize any other third party products and services in connection with your use of the Site, you agree to comply with all applicable terms of any agreement for such third party products and services.

Intellectual Property Rights

The Site and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the REIFY, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Site for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Site, except as follows:

Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
You may store files that are automatically cached by your web browser for display enhancement purposes.
You may print or download one copy of a reasonable number of pages of the Site for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not: (a) modify copies of any materials from this site; (b) use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text; or (c) delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site; or access or use the Site or any part thereof for any commercial purposes. If you wish to make any use of material on the Site other than that set out in this section, please submit such request using the contact information provided below.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Site in breach of the Terms of Use, your right to use the Site will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Site or any content on the Site is transferred to you, and all rights not expressly granted are reserved by the REIFY. Any use of the Site not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Trademarks. The REIFY name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the REIFY or its affiliates or licensors. You must not use such marks without the prior written permission of the REIFY. All other names, logos, product and service names, designs, and slogans on this Site are the trademarks of their respective owners.

Copyright Infringement. We disclaim any responsibility or liability for copyrighted materials posted on our Site. If you believe that your work has been copied in a manner that constitutes copyright infringement, please follow the procedures set forth below. REIFY respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act (“DMCA”), we will respond promptly to notices of alleged infringement that are reported to REIFY’s designated copyright agent.

If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through our Site by sending us a notice (“Copyright Notice”) including the following information:

A description and identification of the copyrighted work which is claimed to have been infringed;
The identification and location of the copyrighted material on the Site;
Contact information for the copyright holder including address, telephone number, facsimile number, and email address;
A statement that you, the complainant, believe in good faith that the use of the allegedly infringed material is not authorized by the copyright owner, its agent, or the law;
A statement by you, under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or other intellectual property owner or are authorized to act on behalf of the copyright or other intellectual property owner, and
An electronic or physical signature of the copyright holder or the person authorized to act on behalf of the copyright holder.
Notification should be sent to us by email using the contact information provided below.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS 10 OBTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SITE LINKED TO IT.

YOUR USE OF THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE REIFY NOR ANY PERSON ASSOCIATED WITH THE REIFY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE REIFY NOR ANYONE ASSOCIATED WITH THE REIFY REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE REIFY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT REIFY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF REIFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SITE; (II) 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 SITE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR (V) ANY OTHER MATTER RELATING TO THE SITE. IN NO EVENT WILL REIFY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID REIFY IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100.00).

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE OR WITH THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE.

Indemnification

You agree to defend, indemnify, and hold harmless the REIFY, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Site, including, but not limited to, your User Contributions, any use of the Site's content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Site. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

Governing Law and Jurisdiction

All matters relating to the Site and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Site shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York, in each case located in the City of New York and County of New York. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Dispute Resolution by Arbitration

You agree that any and all disputes or claims that have arisen or may arise between you and REIFY, whether arising out of or relating to this Terms of Use (including any alleged breach thereof), the Site, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Terms of Use, you and REIFY are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

YOU AND REIFY AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND REIFY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

Arbitration shall be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, applying New York law. If your claim is for $10,000 or less, REIFY agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

Any changes to the dispute resolution provisions set forth herein will not apply to any disputes for which the parties have received actual notice on or before the date the change is posted on the Site.

Miscellaneous

Waiver. No waiver by the REIFY of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the REIFY to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision

Severability. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Assignment. You may not assign these Terms of Use without the prior written consent of REIFY, but REIFY may assign or transfer these Terms of Use, in whole or in part, without restriction.

Entire Agreement. These Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and REIFY, LLC regarding the Site and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Site.

Terms & Condition