Ares Commercial Real Estate Corporation
Effective as of July 1, 2020
This Agreement is intended to constitute a binding agreement that governs your use of the Ares Sites. By accessing or using the Ares Sites, you agree to be bound by all of the terms, conditions and notices contained in this Agreement. By using the Ares Sites, you express your understanding and agreement that you are bound by this Agreement. If you are unwilling to be bound by these general terms and conditions with respect to any Ares Site, do not access or use that Ares Site.
PLEASE READ THE BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER SECTION TITLED ‘DISPUTE RESOLUTION’. IT AFFECTS HOW DISPUTES ARE RESOLVED.
No Advisory Services
The Ares Sites, the information contained therein, and the Ares Content (as defined below) are not intended as an offer to sell, or the solicitation of an offer to purchase, any security, the offer and/or sale of which can only be made by definitive offering documentation. Any offer or solicitation with respect to any securities that may be issued by any investment vehicle managed by the Company or any of its affiliated entities will be made only by means of definitive offering memoranda and in accordance with the relevant securities and other laws of applicable jurisdictions.
Intellectual Property Rights and Grant of Limited License
The Ares Sites and all of their content (including but not limited to all text, images, graphics, services and other visuals), code, software, data and other materials thereon (collectively, the "Ares Content"), the look and feel of the Ares Sites, and the design and organization of the Ares Sites, and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Ares, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. You are hereby granted a non-exclusive license to use the Ares Content, but only while accessing the Ares Sites. You are also granted a limited license to print copies of any Ares Content posted on the Ares Sites, but only for your personal use. Ares Content is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the Company. Ares reserves all rights not expressly granted in and to the Ares Sites and the Ares Content. You agree to not engage in the use, copying, or distribution of any of the Ares Content other than as expressly permitted by Ares, including any use, copying, or distribution of third parties’ materials obtained through the Ares Sites for any commercial purposes. Use of any of the Marks for commercial purposes is strictly prohibited without prior written consent of the respective owners. If you download or print a copy of any Ares Content for personal use, you must retain all and may not modify any copyright and other proprietary notices contained therein.
By submitting Submitted Materials on the Ares Sites, you: (i) represent and warrant that you have the necessary licenses, rights, consents and permissions to use such Submitted Materials and submit them to the Ares Sites; and (ii) you grant us (and our affiliates) a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use the Submitted Material (in whole or part) in any manner and/or to incorporate it (in whole or in part) in other works (including, without limitation, the Ares Sites), products or services in any form, media, or technology now known or later developed. We cannot be responsible for maintaining any Submitted Material that you provide to the Ares Sites, and we may delete or destroy any such Submitted Material at any time.
Without limitation of the other terms and conditions set forth herein, while accessing or using the Ares Sites, Ares Content and the various other features available on the Ares Sites, you agree that you shall not:
- • impersonate any person or entity or misrepresent your affiliation with any other person or entity;
- • use, redistribute, republish or exploit any part of the Ares Sites or any Ares Content for any commercial or promotional purposes;
- • obtain or attempt to gain unauthorized access to other computer systems, materials, information or any services available on or through the Ares Sites through any means, including through means not intentionally made publicly available or provided for through the Ares Sites;
- • engage in spidering, "screen scraping," "database scraping," harvesting of e-mail addresses or other personal information, or any other automatic or unauthorized means of accessing, logging-in or registering on any of the Ares Sites, or obtaining lists of users or other information from or through the Ares Sites, including, without limitation, any information residing on any server or database connected to any Ares Site;
- • interrupt, damage, disable, overburden or impair the Ares Sites or interfere with any other party’s use and enjoyment of the Ares Sites, such as sending mass unsolicited messages or "flooding" servers with requests;
- • circumvent, reverse engineer, decrypt, or otherwise alter or interfere with (or attempt, encourage or support anyone else’s attempt to do any of the foregoing) the Ares Sites or their services or any software on the Site;
- • violate, plagiarize or infringe the rights of third parties, including without limitation, copyright, trademark, trade secret, confidentiality, contract, patent, rights of privacy or rights of publicity or any other proprietary or legal right;
- • or submit any information to Ares Sites, in violation of any applicable law, rule or regulation.
The Ares Sites are not intended for use by anyone under age 18. YOU MUST BE AT LEAST AGE 18 TO ACCESS AND USE THE ARES SITES. By accessing, using and/or submitting information to or through the Ares Site you represent that you are at least age 18.
Provision or Suspension/Withdrawal of the Ares Sites
You understand and agree that: (a) the Ares Sites may change from time to time without notice to you. Any new feature that augments, enhances or modifies the current Ares Sites is subject to this Agreement ; (b) we may decline to provide access to the Ares Sites (permanently or temporarily) or provide the Ares Sites (or any feature, program or content within the Ares Sites) intermittently to you or other users at our sole discretion, without notice or liability to you; and (c) if we disable access to your account, you may be prevented from accessing the Ares Sites, your account details, or any files or other content which are contained in your account.
Links To Other Sites
The Company has not necessarily reviewed any or all of the sites to which links appear on the Ares Sites and is not responsible for their contents. We provide links from the Ares Sites as a convenience to our visitors. We have no control over the content posted at third party sites and make no representations about any content or material available at these locations, the use of and reliance on which is at the user’s own risk. Links are not intended to imply sponsorship, affiliation or endorsement. If you believe that we have provided a link to a site that contains infringing or illegal content or which makes available cracker tools or other circumvention devices, we ask that you notify us so that we may evaluate whether (in our sole discretion) to disable it.
Third Party Content Providers
The Company may publish content on social media platforms, including, but not limited to, Twitter and LinkedIn (collectively, “Social Media Sites”), however the Company is not affiliated with any Social Media Sites or any of their services.
By accessing one of the Company’s channels, content, posts or information on Social Media Sites, you signify your agreement with all applicable terms and conditions of this Agreement, as well as the relevant terms and conditions of use that govern the respective Social Media Site.
Content and information posted by the Company on Social Media Sites is for information purposes only. The Company does not make any representation or warranty as to the accuracy or completeness of the content posted on its channels on Social Media Sites, and the Company shall have no liability for any action taken (or inaction) in reliance on any such content. The Company reserves the right to modify or delete any content posted on the Company’s channels on the Social Media Sites at any time in its sole discretion. The Company’s posts on Social Media Sites are not, and should not be considered to be, investment advice, an offer to sell, solicitation to buy, or recommendation to invest in any particular security, strategy, or investment product.
The Company does not control and is not responsible for any third party content on Social Media Sites, including content that may be posted on its channels or linked to through such channels. The Company makes no representations about third party content and your use or of reliance on any such content is at your own risk.
You are responsible for your use of Social Media Sites and for any content you provide, including compliance with applicable laws, rules, and regulations. You should only provide content that you are comfortable sharing with others. Please do not include non-public or account information in posts or other messages directed to the Company on Social Media Sites. Additionally, please do not post any testimonials concerning the Company, our products or services. If you share, post, or upload content that is covered by intellectual property rights on Social Media Sites, you grant us a non-exclusive, transferable, sub-licensable, royalty-free, and worldwide license to host, use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of your content.
When you register with the private section of any of the Ares Sites where applicable, you will be asked to supply a password. You must keep your password confidential and are responsible for all use of your password and account. If your password is compromised or inappropriately shared with someone, you agree to notify us immediately.
If you use a mobile device to access the Ares Sites, you acknowledge and agree that: (a) you are solely responsible for all message and data charges that apply to use of your mobile device to access the Ares Sites; and (b) all such charges are billed by and payable to your mobile service provider. Please contact your participating mobile service provider for pricing plans, participation status and details. You further understand that service may not be available in all areas at all times and may be affected by product, software, coverage or service changes made by your mobile service provider or otherwise. By accessing or using any Ares Sites via a mobile device, you agree to this Agreement and to any applicable terms of a mobile app you may use.
United States Sites
The Ares Sites are owned and operated by the Company in the United States. You are responsible for compliance with any local laws if you access or use Ares Sites from anywhere else. You understand that your information will be transferred and stored in the United States, subject to the laws of the United States.
THE MATERIAL, FUNCTIONS, INFORMATION AND ARES CONTENT ON THE ARES SITES MAY CONTAIN TECHNICAL, TYPOGRAPHICAL OR OTHER ERRORS OR INACCURACIES AND MAY NOT BE COMPLETE OR CURRENT. THE COMPANY DOES NOT WARRANT THAT ANY MATERIAL OR INFORMATION ON THE ARES SITES IS ACCURATE, COMPLETE OR CURRENT. THE COMPANY MAY CHANGE ANY MATERIAL OR INFORMATION ON THE ARES SITES AT ANY TIME WITHOUT PRIOR NOTICE, BUT THE COMPANY DOES NOT MAKE ANY COMMITMENT TO UPDATE OR REMOVE MATERIAL OR INFORMATION ON THE ARES SITES. THE COMPANY MAKES NO REPRESENTATION THAT CONTENT PROVIDED ON THE ARES SITES IS APPLICABLE, LAWFUL OR APPROPRIATE FOR ACCESS OR USE IN LOCATIONS OUTSIDE OF THE UNITED STATES AND ITS TERRITORIES AND POSSESSIONS.
WITHOUT LIMITING THE FOREGOING OR ANYTHING ELSE SET FORTH IN THIS AGREEMENT, THE ARES SITES AND ALL OF THEIR CONTENTS ARE MADE AVAILABLE BY THE FUND "AS IS," WITH ALL FAULTS, AND WITHOUT ANY WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED. ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, UNINTERRUPTED USE, QUIET ENJOYMENT, SYSTEM INTEGRATION, OR ACCURACY, SECURITY OF INFORMATION, OR RELIABILITY, ARE SPECIFICALLY EXCLUDED AND DISCLAIMED. THE COMPANY MAKES NO WARRANTY THAT THE ARES SITES, IN WHOLE OR IN PART, WILL MEET USERS’ SYSTEM REQUIREMENTS. USERS OF THE ARES SITES ASSUME ALL RISK AS TO THE QUALITY, ACCURACY, SUITABILITY, AVAILABILITY AND PERFORMANCE OF THE ARES SITES AND THEIR CONTENTS AND ACKNOWLEDGE THAT THE ARES SITES AND THEIR CONTENTS MAY BE REVISED, ALTERED AND CHANGED FROM TIME TO TIME IN THE SOLE DISCRETION OF THE COMPANY. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE ARES SITES WILL OPERATE CONTINUOUSLY OR WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT THE ARES SITES OR ANY SITE REFERRED OR LINKED TO HEREIN IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE COMPANY ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING THE ANY ARES SITES OR YOUR DOWNLOADING OR UPLOADING OF ANY MATERIALS, DATA, TEXT, OR CONTENTS FROM OR TO THE ARES SITES. IF YOU ARE DISSATISFIED WITH ANY OF THE ARES SITES, YOU SHOULD DISCONTINUE USING IT.
Limitation of Liability
THE COMPANY ASSUMES NO LIABILITY FOR LOSS OR DAMAGE RESULTING FROM ANY USE OF OR RELIANCE UPON THE ARES SITES OR THE ARES CONTENT. IN NO EVENT WILL THE COMPANY OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY LOST PROFITS, LOST SAVINGS, LOST DATA, BUSINESS INTERRUPTION, OR OTHER DIRECT, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR CLAIMS (WHETHER IN CONTRACT, IN TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO YOUR USE OF THE ARES SITES, ARES CONTENT, OR THE INABILITY TO USE THE ARES SITES, EVEN IF YOU CLAIM TO HAVE NOTIFIED THE COMPANY OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IF ANY WARRANTY DISCLAIMER OR LIMITATION ON LIABILITY IN THIS AGREEMENT IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF THE COMPANY OR ANY OF ITS AFFILIATES UPON ANY CLAIM (WHETHER IN CONTRACT, IN TORT, OR OTHERWISE) ARISING OUT OF THE ARES SITES, ITS USE OR ITS CONTENTS SHALL NOT EXCEED ONE THOUSAND DOLLARS ($1,000.00). ALL USERS OF THE ARES SITES UNDERSTAND AND AGREE THAT (I) THE MUTUAL AGREEMENTS MADE IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK, AND (II) THE PARTIES HERETO WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON LIABILITY.
You agree to defend, indemnify and hold the Company, its affiliates, its investment adviser and their affiliated directors, officers, members, partners, employees, agents and representatives harmless from any and all claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees, arising in any way from (i) your use of the Ares Sites or the Ares Content, (ii) your Submitted Materials, or (iii) your breach or violation of law or this Agreement. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with any such defense.
The Company operates the Ares Sites from its facilities in California in the United States of America. Use of the Ares Sites and Ares Content, all transactions arising from use of the Ares Sites, and this Agreement, shall in all respects be governed by and interpreted, construed and enforced in accordance with the laws of the state of California in the United States of America, without regard to any conflicts of laws principles that would result in the application of the law of a different jurisdiction. Any dispute between the Company or its affiliates and any user of the Ares Sites will be resolved pursuant to the Dispute Resolution section in this Agreement. If the Dispute Resolution section does not apply to the claim in question or if the agreement to arbitrate has been cancelled pursuant to the terms of this Agreement, all disputes will be resolved by a state or federal court situated within the county of Los Angeles in the state of California, and each user hereby irrevocably submits to the personal jurisdiction of such courts for that purpose. The parties hereby agree to exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.
If you believe you have a dispute or claim against us arising out of your use of the Ares Sites and the Ares Content or under this Agreement, you agree to first discuss the matter informally with the Company for at least 30 days. To do that, you must give us written notice, which will include your full name and contact information, the nature and basis giving rise to your dispute or claim and your proposed resolution, sent to 2000 Avenue of the Stars, 12th Floor, Los Angeles, CA 90067 Attn: General Counsel.
If you are located in, are based in, have offices in, or do business in a jurisdiction in which this section is enforceable, you understand and agree that any dispute, claim, or controversy arising under or in connection with this Agreement, including your use and access to the Ares Sites or any other Ares Content, including, but not limited to, claims as to whether any services rendered by Ares or persons employed or engaged by Ares were unnecessary or unauthorized or were improperly, negligently, or incompetently rendered, shall be finally and exclusively resolved by binding arbitration under the American Arbitration Association’s (“AAA”) Commercial Arbitration Rules and Mediation Procedures and Consumer-Related Disputes Supplementary Procedures, and not by a lawsuit or resort to court process, except as California law provides for judicial review of arbitration proceedings. Any such arbitration will take place in Los Angeles, California. Each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. It is your responsibility to pay any AAA filing, administrative and arbitrator fees as set forth in the AAA Rules.
YOU ACKNOWLEDGE AND AGREE THAT BOTH PARTIES TO THIS AGREEMENT WAIVE THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. The parties further agree that the arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this agreement to arbitrate.
If you are not located in, are not based in, do not have offices in, and do not do business in the United States, any arbitration between you and Ares will be finally settled under the Rules of Arbitration of the International Chamber of Commerce (“ICC Rules”) by one or more arbitrators appointed in accordance with the ICC Rules and will be administered by the International Court of Arbitration of the International Chamber of Commerce.
You may cancel this agreement to arbitrate by giving written notice to Ares within 30 days of the date of your acceptance. Should you choose to withdraw from the arbitration provision, all other provisions of this Agreement shall remain in full force and effect.
You agree that we may modify the terms of this Agreement in our sole discretion, without advance notice, and that your right to access the Ares Sites is conditioned on an ongoing basis with your compliance with the then-current version of this Agreement. We will post a notice on this page for thirty (30) days following any revisions or modifications to this Agreement. You will be deemed to have agreed to the new Agreement if you continue to access the Ares Sites after the passage of thirty (30) days from the time the revised Agreement is first posted. We assume no responsibility for your failure to actually receive notice. It will be your responsibility to review this page for possible modifications.
We may terminate, change, suspend or discontinue any aspect of the Ares Sites at any time. We may restrict, suspend or terminate your access to the Ares Sites and/or to any Ares Content if we believe in our sole discretion that you are in breach of this Agreement or applicable law, or have otherwise engaged in any activities that may harm or damage the reputation, rights, person, or property of the Company, our users, or any other person.
Every provision of this Agreement shall be construed, to the extent possible, so as to be valid and enforceable. If any provision of this Agreement so construed is held by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, it shall be deemed amended in order to achieve as closely as possible the same effect as originally drafted. Any invalid or unenforceable portion should be construed as narrowly as possible in order to give effect to as much of this Agreement as possible.
Any section headings or titles in this Agreement are inserted for convenience only and shall have no other meaning.
Forward Looking Statements
Statements included herein may constitute "forward-looking statements," which relate to future events or the Company or its affiliates’ future performance or financial condition. These statements are not guarantees of future performance, condition or results, reflect our subjective judgment and should not be relied upon in making investments. Actual results and condition may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in our filings with the Securities and Exchange Commission. We can make no assurance that our future performance will match our expectations. You should not rely on the information contained on the Ares Sites, but rather refer to our official filings with the Securities and Exchange Commission. Links from the Ares Sites likewise are not intended to incorporate by reference or endorse any third-party statements about our financial condition or future earnings.