User Terms

Updated March 23, 2022

THESE TERMS OF USE (THESE “TERMS OF USE”) CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS SET FORTH IN THE SECTION ENTITLED “BINDING ARBITRATION AND APPLICABLE LAW” BELOW, REQUIRES YOU TO ARBITRATE CLAIMS YOU MAY HAVE AGAINST RESORCITY ON AN INDIVIDUAL BASIS, MEANING YOU CANNOT BRING CLAIMS AGAINST RESORCITY IN COURT, AND CONFIRMS YOUR AGREEMENT TO A CLASS ACTION WAIVER IN ARBITRATION. IT AFFECTS YOUR LEGAL RIGHTS. PLEASE READ IT CAREFULLY.

THESE TERMS OF USE DEFINE THE RELATIONSHIP BETWEEN RESORCITY LLC (THE “COMPANY” OR “WE” OR “US”) AND YOU, THE PERSON ACCESSING THE RESORCITY WEBSITE LOCATED AT RESORCITY.COM (THE “SITE”) AND/OR DOWNLOADING OUR MOBILE APPLICATION (THE “APPLICATION”) AND/OR REGISTERING FOR OUR SERVICES IN CONNECTION WITH THE SITE AND/OR THE APPLICATION (“SERVICES”). YOU MAY USE THE SERVICES (DEFINED BELOW) ONLY IF YOU CAN FORM A BINDING CONTRACT WITH US AND ARE NOT A PERSON BARRED FROM RECEIVING SERVICES UNDER THE LAWS OF THE UNITED STATES OR OTHER APPLICABLE JURISDICTION. IF YOU ARE ACCEPTING THESE TERMS OF USE ON BEHALF OF A COMPANY, ORGANIZATION, GOVERNMENT, OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO DO SO. IF YOU CANNOT CONFIRM THE FOREGOING, THEN YOU MUST NOT ACCEPT THESE TERMS OF USE AND MAY NOT USE THE SITE, THE APPLICATION OR SERVICES. YOU MAY USE THE SERVICES ONLY IN COMPLIANCE WITH THESE TERMS OF USE AND ALL APPLICABLE LAWS AND REGULATIONS.

We may amend these Terms of Use at any time by posting the revised Terms of Use on the Site and Application. We may terminate these Terms of Use at any time by suspending or terminating access to the Site, Application, and/or Services and/or notifying you. You can see when these Terms of Use were last revised by referring to the “Updated” legend above. Your continued use of the Site, Application or Services after we have posted revised Terms of Use signifies your acceptance of such revised Terms of Use. No amendment or modification of these Terms of Use will be binding unless in writing and posted to the Site and Application by our duly authorized representative.

Services

The Services in connection with the Site and the Application include, but are not limited to, our interactive platform to access promotions, rewards, points opportunities, and other forms of incentives and information, whether provided by the Site or third parties. As we are always working on new ways to improve our Services, we reserve the right to modify or change our Site, the Application or any of the incentives or information, temporarily or permanently, with or without notice to you, and we are not obligated to support or update the Site, the Application or any Services. You acknowledge and agree that we shall not be liable to you or any third party in the event that we exercise our right to modify, change or discontinue the Site, the Application or any Services.

Agreement with Respect to Terms of Use

These Terms of Use constitute a legally binding agreement between the Company and you. You are responsible for regularly reviewing these Terms of Use. You can review the most current version of the Terms of Use at any time on the resorcity.com website. Additional terms, including without limitation those set forth in the Agreements, may govern your use of certain web pages within the Site or sections within the Application. In the event that any provision, term or guideline contained on a particular web page in the Site or section of the Application conflicts with these Terms of Use, the terms of such Web page or section shall control over these Terms of Use. You acknowledge that you have read these Terms of Use, and accept, understand and will be bound by such terms and conditions. You further acknowledge that these Terms and Conditions, together with our Privacy Policy (which is separately posted on our Site), and terms governing any individual Web page or Application feature, represent the complete and exclusive statement of the agreement between us and supersede any proposal or prior agreement oral or written, and any other communications between us relating to your access or use of the Site, the Application and/or Services.

Registration

Certain features or services offered on or through the Site and Application may require you to open an account and set up a profile, providing certain personally-identifiable information, including but not limited to your name, mobile number, and email address, (collectively, your “User Information”). We reserve the right to restrict certain areas of information on the Site and Application to such registered users. You agree that you will maintain and promptly update your User Information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect such, we reserve the right to terminate your account and refuse any and all current or future use of the Site and/or Application by you. We are committed to your privacy, and our Privacy Policy explains how we collect, use, and protect your information as you visit and use the Site, the Application, and/or our Services. You are solely responsible for maintaining the confidentiality of your password. You agree to notify us immediately of any unauthorized use of your account. The Company will not be responsible for any losses arising out of the unauthorized use of your account and you agree to indemnify and hold harmless the Company and its managing members, officers, equity holders, employees, partners, parents, subsidiaries, agents, affiliates, and licensors (collectively, “Affiliates”), as applicable, for any improper, unauthorized or illegal uses of your account and as otherwise set forth in these Terms of Use.

Miscellaneous Promotions and Referrals

We may, at our sole discretion, make available promotions with different features to any users or prospective users of our Site, Application or Services. These promotions, unless made to you, shall have no bearing whatsoever on your relationship with us. From time to time, we may offer you with incentives to refer new users to our Site, Application or Services. These incentives may come in the form of reward shares, and we may set or change the incentive types, amounts, terms, restrictions, and qualification requirements for any incentives at our sole discretion. We reserve the right to withhold or deduct reward shares or other benefits obtained through a promotion the event that we determine or believe that the receipt of the reward or benefit was in error, fraudulent, illegal, or in violation of these Terms of Use or an applicable referral agreement or program agreement.

Alerts and Notifications

As part of the Services, or in connection with the actions necessary to apply for the Services, you may receive notifications, alerts, emails, or other types of messages regarding the Services (for example, Two-Factor Verification, suspicious activity alerts, or money movement confirmations). We may also periodically send you emails that directly promote the Services (for example, new offerings or features we provide, recommendations, special offers or promotions). When you receive such promotional emails from us, you will have the opportunity to “opt-out” by following the unsubscribe instructions provided in the email you receive. When you access the Site, the Application, or the Services through a mobile network, your network or roaming provider’s messaging data and other rates and fees may apply. You are solely responsible for any carrier charges incurred as a result of phone and/or text communications from Resorcity. Resorcity and Carriers are not liable for delayed or undelivered messages.

Resorcity Multi-factor Authentication

During signup, Resorcity will send verification codes to the phone number on file via SMS text messages.

You can cancel the SMS service at any time. Just text “STOP” to the short code. After you send the SMS message “STOP” to us, we will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us. If you want to join again, just sign up as you did the first time and we will start sending SMS messages to you again.

Use and Restrictions

All about being a community host

To summarize: A community host is someone who creates a support plan page on Resorcity to engage with community members who have purchased support plans from Resorcity to support the community host’s creations. There are a lot of details below involving payments, fees, taxes and restrictions that you should read in full if you are a community host.

Support plan

To become a community host, you must apply to become one by contacting Resorcity through our contact form on our website. When you join Resorcity, you become part of the Resorcity community. You can use community host tools that Resorcity provides, showcase your business and receive recurring revenue from your page. Support plans are for your most passionate fans. On Resorcity, you can provide your community members something exciting that gives them unique benefits they want, like additional access, merchandise, exclusivity, and engaging experiences. In turn, you will receive loyal support from your community members, and recurring revenue from support plans that community members have activated through Resorcity.

Payments

As a community host you make your support plan available on Resorcity, and we provide support plan to your community members on a subscription basis. We also handle payments issues such as fraud, chargebacks and resolution of payments disputes. We try to provide timely access to your funds, but you may occasionally experience delays in accessing your funds. We may also block or hold payments for violations of our policies or for compliance reasons, including collecting tax reporting information. When payments are delayed or blocked we try to communicate the reason to you promptly. If you have questions about a payments block, please reach out to us. In order to protect community hosts, we may block community members’ payments if we believe them to be fraudulent. Sometimes activities like refunds can put your account balance into the negative. If your balance becomes negative then we reserve the right to recover those funds from future payments. If you are a community host of 18+ content, to comply with payment processing rules you must verify that participants in your content are the age of majority, and you must store their consent to participate.

Fees

As a community host there are two fees associated with your support plan on Resorcity. The first is the platform fee. The second is the payment processing fee, which is dependent on the currency selected by the community host.

  • The payment processing fee in US Dollars is 2.9% plus $0.30 per successful pledge for pledges over $3, and 5% fee plus $0.10 per successful pledge for pledges of $3 or less. PayPal payments from non-US community members have an additional 1% fee.

Tax

We collect tax identification information and report this to tax authorities as legally required. You are responsible for reporting any income or withholding taxes which may be due as a result of payments received. members, pledges processed from community members will reflect the tier or custom pledge amount plus the applicable tax. Applicable tax will not be taken from a pledge, but rather will be charged in addition to the pledge. Once settled, the tax amount will be automatically deducted for remittance to the applicable taxing authority. A record of the transaction tax portion of the pledge will be available on your earnings details page. As a community host on our site, it is your responsibility to provide accurate information when you are engaging with the sales tax weighting tool and, generally, when listing benefits transferred within your tiers.

Restrictions

We don’t allow creations and benefits that violate our policies. A summary of those rules is that we don’t allow:

  • Illegal creations or benefits.
  • Creations or benefits that are abusive towards other people.
  • Creations or benefits that use others’ intellectual property, unless you have written permission to use it, or your use is protected by fair use.
  • Creations or benefits with real people engaging in sexual acts.
  • Benefits that involve raffles or prizes based on chance.

If your fans include people under the age of 18, then please remind them that they need permission to join your support plan, and those under the age of 13 cannot use Resorcity. We are not required to allow any particular person or group of persons to be your community member.

As a community host you are also responsible for keeping community member data safe.

All about being a community member

To summarize: A community member is someone who purchases support plans from Resorcity to support their favorite community hosts’ creations. Through a paid support plan on Resorcity, community members directly interact with community hosts they support, using tools supplied by Resorcity, and through our platform have the opportunity to engage with a greater community of community members and community hosts. As a community member, you’re joining Resorcity to be part of an exciting movement to support a community host’s support plan while you get special benefits, which may include access to your community host, merchandise (when offered), exclusivity, and engaging experiences with the community host and community member community. In exchange, you pay Resorcity for support plan programs, on a subscription basis, to access and support community hosts you like. The timing and amount of each support plan subscription depends on the type of support plan agreement you enter into, and the community host you support. You can see the details as you join, as well as in the receipt sent to you after each successful payment. You can view all your active support plan subscriptions and billing history in your user settings. To become a community member, simply create an account, add your preferred payment method, and join a support plan program on Resorcity to start supporting your community host! There are three types of support plan subscriptions. One is a monthly subscription where you pay per month. The second is a per creation subscription where you pay based on the number of creations a community host posts in that month. You can set a limit on the number of creations you pay for in a single month under the per subscription model. The third support plan option is an annual support plan, where you pay for a year of access up front, at a discounted rate. Not all offerings allow for all three subscription types. Your options will be presented to you in the payment flow. You may cancel your support plan payments at any time. Annual support plans may be cancelled, or increased, but not lowered. Terminating or lowering the tier support of support plan will go into effect in the subsequent (not current) payment term, except for monthly support plans which can be terminated or increased but not lowered. Increasing your payment to a higher tier level in an annual support plan will go into effect in the current payment term. When you increase your payment for an annual support plan during the term, you will get a credit for any payment already made in that term. For monthly or per creation payments, canceling your support may result in your loss of access to a community host’s community member-only posts and benefits. These include when you cancel your support plan subscription, your payment method fails, the community host blocks you, or the community host deletes their account. We are not required to allow you to be a community member of any particular community host. Community hosts’ support plans vary and we have limited control over the quality and specific offerings. We attempt to screen for fraudulent community host pages, but cannot guarantee the identity of community hosts or the validity of any claims they make. We appreciate your help reporting suspicious community host pages so we can keep Resorcity safe. If you are located in the jurisdiction in which Resorcity is required to charge and collect tax (e.g. VAT or, sales tax), then this tax is added to the total charge. Except in limited circumstances, this tax is shown when you set up the initial support plan subscription. Resorcity remits all tax collected to the applicable taxing authority. As tax is largely dependent on your location, you are responsible for keeping your address complete and up to date. Depending on your location, some banks may charge you a foreign transaction fee for your support plan subscription. Resorcity does not control this charge, but it is typically around 3% . Please contact your bank for more information.

Refunds. Our policy is No Refunds, though we will allow for some exceptions where refunds are granted in our sole discretion.

Content and Materials

All text, videos, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, artwork, algorithms, functionalities, features and computer code, including but not limited to design, structure, “look and feel” and arrangement of the content available on the Site or Application (collectively, “Content”) is owned, controlled, or licensed by or to us, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. The Content, the Site and the Application are owned by the Company and its Affiliates, and/or their licensors and suppliers (which may include lessors, lessees, owners, sellers, buyers, agents, brokers, multiple listing services, builders, service providers, content providers, vendors and others) (collectively, “Licensors and Suppliers”). Except as expressly provided in these Terms of Use, no part of the Site, the Application or the Content may be copied, reproduced, republished, posted, publicly displayed, translated, or distributed in any way. Subject to the limited rights to use the Site, the Application and Services pursuant to these Terms of Use, we retain all right, title and interest in and to the Site, the Application and Services, including all related intellectual property contained therein. Certain features of the Services allow you to upload, post, publish, share, store, or manage data or visual content (collectively “Materials”). By posting or publishing Materials, you represent and warrant to us that you have all necessary rights to distribute such Materials to us, either because you are the author and have the right to distribute the same, or because you have the appropriate distribution rights, licenses, consents, and/or permissions to use, in writing, from the copyright or other owner of such Materials. You hereby grant to us and our authorized personnel a worldwide, royalty-free, fully-paid, exclusive, transferable, sublicensable (as necessary to perform the Services) license to copy, publicly perform, publicly display, publish, distribute, create derivative works of, and use Materials as we deem appropriate to perform the Services and in accordance with these Terms of Use. You acknowledge and agree that we will own all right, title, and interest in and to any Materials, content, or other works of authorship created by us or on our behalf and used in connection with the Services. All Materials are the sole responsibility of the person who originated such Materials whether publicly posted or privately transmitted. Any use or reliance on any Content or Materials of other users posted via the Services or obtained by you through the Services is at your own risk. We do not endorse, support, represent ,or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or Materials posted via the Services or endorse any opinions expressed via the Services. You understand that by using the Services, you may be exposed to Materials that might be offensive, harmful, inaccurate or otherwise inappropriate.

We respect the intellectual property of others and ask that users of our Site, Application and Services do the same. In connection with our Site, Application, and Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing Materials and for the termination, in appropriate circumstances, of users of our Site, Application and Services who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Site, Application and Services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing Material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated copyright agent: (a) your physical or electronic signature; (b) identification of the copyrighted work(s) that you claim to have been infringed; (c) identification of the Materials on our services that you claim is infringing and that you request us to remove; (d) sufficient information to permit us to locate such Material; (e) your address, telephone number, and email address; (f) a statement that you have a good faith belief that use of the objectionable Materials are not authorized by the copyright owner, its agent, or under the law; and (g) a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner. Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

The Site, Application, and Services contain links to other independent third-party web sites, and we provide links to third-party websites as part of the Services (in all cases “Linked Sites”). These Linked Sites are provided solely as a convenience to you and based upon your information or the Content you elect to view. Such Linked Sites are not under our control, and we are not responsible for and do not endorse the content of such Linked Sites, including any products, information or materials contained on such Linked Sites. You will need to make your own independent judgment regarding your interaction with these Linked Sites. Some of the content served by us will be from merchant sites, and sales through these sites may generate a commission payable to us. We accept no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of third party web sites, including, without limitation, Linked Sites and websites linking to the Site or Application. You should review applicable terms and policies, including privacy and data gathering practices, of third party web sites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

Permitted Uses

Subject to the provisions in these Terms of Use, you may use the Site and Application to: (i) access certain information regarding participating business, organizations, institutions, government agencies or other entities (“Other Organizations”) (ii) learn about and access promotions, rewards, and other opportunities provided by Resorcity and Other Organizations; (iii) open an account to participate in the Services; (iv) earn points that may be redeemable for certain promotions, rewards, or other incentives offered either by Resorcity or Other Organizations; (vi) access and print or download copies of the current version of these Terms of Use, the Agreements, and other documentation relating to the Services; and (vii) make such other use of the Site and Application as we may expressly permit from time to time in furtherance of the objectives and growth of the Services. Subject to these Terms of Use, we hereby grant you a personal, nontransferable, nonexclusive, non-sublicensable license to use the user interface of the Site, the Application, and theServices in accordance with these Terms of Use, and for no other purpose. All rights, title and interest in and to the user interface and Content, including any software, on or through the Site and Application shall belong to us or our Licensors and Suppliers, including all modifications thereof and enhancements thereto. The Content and user interface made available from, on or through the Site or Application may not be copied, modified, republished, assigned, sold or distributed to you, nor may derivative works be prepared therefrom. The license granted to you pursuant to these Terms of Use is solely for your personal use (but not for resale or redistribution) as a user of the Site or Application and may not be used for any other purposes. You shall not reverse engineer, de-compile, or otherwise translate, in any way, the Content and user interface made available from, on or through the Site or Application. You have no right or claim of right to the Content or any unique ideas found on the Site or Application. No ownership rights are granted to you hereunder and no title is transferred hereby.

Prohibited Uses

You may not use the Site, Application, or Services for illegal or unlawful or malicious activities, or for activities that we deem improper for any reason whatsoever in our sole judgment, including, without limitation, the commission of fraud or market manipulation, the harassing or making disparaging comments to any user of the Site or Application. We reserve the right to take preventative or corrective actions to protect ourselves and our users. Your use of the Site, the Application, and Services is conditioned in part on your compliance with the rules of conduct provided herein, and your failure to comply may result in termination of your access to and use of the Site, the Application, and Services and liability for damages caused by your noncompliance. In addition to the foregoing, while using the Site, the Application and Services, you may not, except as may be expressly set forth above under “Permitted Uses” (a) impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity, or use or provide any fraudulent, misleading or inaccurate information; (b) defame, abuse, harass, stalk, intimidate, bully, threaten or otherwise violate the rights of others, including without limitation others’ privacy rights or rights of publicity; (c) access or use (or attempt to access or use) another user’s account without permission, or solicit another user’s login information; (d) transmit any software or materials that contain any viruses, worms, trojan horses, defects, or other items of a destructive nature; (e) modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Site, Application or Services; (f) “frame” or “mirror” any portion of the Site, Application, or Services; (g) use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Site, Application or Services; (h) harvest or collect information about or from other users of the Site, Application or Services; (i) use the Site, Application or Services for any illegal activity; (j) probe, scan, or test the vulnerability of the Site or Application, nor breach the security or authentication measures on the Site or Application or take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or Application, such as a denial of service attack; (k) send or otherwise post unauthorized commercial communications (such as spam); (l) engage in unlawful multi-level marketing, such as a pyramid scheme; (m) post content that is hateful, threatening or pornographic, incites violence, or contains nudity or graphic or gratuitous violence; (n) access or use any portion of the Content if you are a direct or indirect competitor of the Company, or provide, disclose or transmit any portion of the Content to any direct or indirect competitor of the Company; (o) use or distribute any Content, including Content that has been verified or confirmed by you or anyone else, to directly or indirectly create or contribute to the development of any database or product; or (p) facilitate or encourage any violations of this Section.

Resorcity’s Anti-Money Laundering Policy

It is the policy of the firm to prohibit and actively prevent money laundering and any activity that facilitates money laundering or the funding of terrorist or criminal activities by complying with all applicable requirements under the Bank Secrecy Act (BSA) and its implementing regulations. Money laundering is generally defined as engaging in acts designed to conceal or disguise the true origins of criminally derived proceeds so that the proceeds appear to have derived from legitimate origins or constitute legitimate assets. Generally, money laundering occurs in three stages. Cash first enters the financial system at the “placement” stage, where the cash generated from criminal activities is converted into monetary instruments, such as money orders or traveler’s checks, or deposited into accounts at financial institutions. At the “layering” stage, the funds are transferred or moved into other accounts or other financial institutions to further separate the money from its criminal origin. At the “integration” stage, the funds are reintroduced into the economy and used to purchase legitimate assets or to fund other criminal activities or legitimate businesses. Although cash is rarely deposited into securities accounts, the securities industry is unique in that it can be used to launder funds obtained elsewhere, and to generate illicit funds within the industry itself through fraudulent activities. Examples of types of fraudulent activities include insider trading, market manipulation, ponzi schemes, cybercrime and other investment-related fraudulent activity. Terrorist financing may not involve the proceeds of criminal conduct, but rather an attempt to conceal either the origin of the funds or their intended use, which could be for criminal purposes. Legitimate sources of funds are a key difference between terrorist financiers and traditional criminal organizations. In addition to charitable donations, legitimate sources include foreign government sponsors, business ownership and personal employment. Although the motivation differs between traditional money launderers and terrorist financiers, the actual methods used to fund terrorist operations can be the same as or similar to methods used by other criminals to launder funds. Funding for terrorist attacks does not always require large sums of money and the associated transactions may not be complex. Our AML policies, procedures and internal controls are designed to ensure compliance with all applicable BSA regulations and FINRA rules and will be reviewed and updated on a regular basis to ensure appropriate policies, procedures and internal controls are in place to account for both changes in regulations and changes in our business. Rules: 31 C.F.R. § 1023.210; FINRA Rule 3310.

Giving AML Information to Federal Law Enforcement Agencies and Other Financial Institutions

a. FinCEN Requests Under USA PATRIOT Act Section 314(a)

Pursuant to the BSA and its implementing regulations, financial institutions are required to make certain searches of their records upon receiving an information request from FinCEN. Describe your firm’s procedures for FinCEN requests for information on money laundering or terrorist activity.

In order for a firm to obtain information requests from FinCEN, the firm must first designate an AML Contact Person in FCS. You should be aware that if you want to change the person who receives FinCEN requests, you must change the AML contact information in FCS. When you are faced with a change in personnel who will receive this information, you should be aware that FinCEN receives a data feed of this revised information from FCS every other week and that it may take several weeks for a firm’s new AML contact person to receive information from FinCEN. Therefore, it is advisable for a firm that is aware that a person who had been receiving FinCEN requests is leaving the firm to change the information on FCS as soon as practical to ensure continuity of receiving FinCEN information.

We will respond to a Financial Crimes Enforcement Network (FinCEN) request concerning accounts and transactions (a 314(a) Request) by immediately searching our records to determine whether we maintain or have maintained any account for, or have engaged in any transaction with, each individual, entity or organization named in the 314(a) Request as outlined in the Frequently Asked Questions (FAQ) located on FinCEN’s secure website. We understand that we have 14 days (unless otherwise specified by FinCEN) from the transmission date of the request to respond to a 314(a) Request. We will designate through the FINRA Contact System (FCS) one or more persons to be the point of contact (POC) for 314(a) Requests and will promptly update the POC information following any change in such information. (See also Section 2 above regarding updating of contact information for the AML Compliance Person.) Unless otherwise stated in the 314(a) Request or specified by FinCEN, we are required to search those documents outlined in FinCEN’s FAQ. If we find a match, Resorcity will report it to FinCEN via FinCEN’s Web-based 314(a) Secure Information Sharing System within 14 days or within the time requested by FinCEN in the request. If the search parameters differ from those mentioned above (for example, if FinCEN limits the search to a geographic location), Resorcity will structure our search accordingly. If Resorcity searches our records and does not find a matching account or transaction, then Resorcity will not reply to the 314(a) Request. We will maintain documentation that we have performed the required search by [add the details on how your firm will document its searches here. For example, printing a search self-verification document from FinCEN’s 314(a) Secure Information Sharing System confirming that your firm has searched the 314(a) subject information against your records OR maintaining a log showing the date of the request, the number of accounts searched, the name of the individual conducting the search and a notation of whether or not a match was found]. We will not disclose the fact that FinCEN has requested or obtained information from us, except to the extent necessary to comply with the information request. Resorcity will review, maintain and implement procedures to protect the security and confidentiality of requests from FinCEN similar to those procedures established to satisfy the requirements of Section 501 of the Gramm-Leach-Bliley Act with regard to the protection of customers’ nonpublic information. We will direct any questions we have about the 314(a) Request to the requesting federal law enforcement agency as designated in the request. Unless otherwise stated in the 314(a) Request, we will not be required to treat the information request as continuing in nature, and we will not be required to treat the periodic 314(a) Requests as a government provided list of suspected terrorists for purposes of the customer identification and verification requirements.

Rule: 31 C.F.R. § 1010.520. Resources: FinCEN’s 314(a) web page; NTM 02-80;. FinCEN also provides financial institutions with General Instructions and Frequently Asked Questions relating to 314(a) requests through the 314(a) Secured Information Sharing System or by contacting FinCEN’s Regulatory Helpline at (800) 949-2732 or via email at sys314a@fincen.gov.

Warranties, Disclaimers and Limitations of Liability

Your Warranties

You represent and warrant to the Company that (a) all information that you provide to us is accurate and truthful, (b) you have the authority to share any information you share with us and to grant us the right to use such information as provided in these Terms of Use and Privacy Policy, (c) you have the right to grant us the licenses specified in the Section titled “Content and Materials” above, if applicable, (d) your acceptance and use of the Site and/or Application pursuant to these Terms of Use does not violate any applicable law or other contract or obligation to which you are a party or are otherwise bound, and (e) the Materials do not infringe the intellectual property rights, including any copyrights, trademarks, trade secrets, right of privacy, or right of publicity, of any person.

Disclaimer of Warranties

ALTHOUGH THE COMPANY MAKES EFFORTS TO PROVIDE AN ACCURATE SITE AND APPLICATION, THE SITE AND APPLICATION AND ALL RESPECTIVE PARTS THEREOF ARE PROVIDED “AS IS”, “WITH ALL FAULTS”, AND “AS AVAILABLE”. THE COMPANY AND ITS AFFILIATES AND THEIR RESPECTIVE MANAGING MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES AND THIRD PARTY SUPPLIERS (COLLECTIVELY, THE “COMPANY PARTIES”) DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION (1) AS TO TITLE, MERCHANTABILITY, FITNESS FOR ORDINARY PURPOSES AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, (2) THE QUALITY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE SITE, THE APPLICATION AND THEIR RESPECTIVE CONTENT, (3) THOSE ARISING THROUGH COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, (4) THE SITE AND APPLICATION AND THEIR RESPECTIVE CONTENT CONFORMING TO ANY FUNCTION, DEMONSTRATION OR PROMISE BY ANY COMPANY PARTY AND (5) THAT ACCESS TO OR USE OF THE SITE, THE APPLICATION OR THEIR RESPECTIVE CONTENT WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE. ANY RELIANCE UPON THE SITE, THE APPLICATION AND THEIR RESPECTIVE CONTENT IS AT YOUR OWN RISK AND

THE COMPANY MAKES NO WARRANTIES. THE COMPANY RESERVES THE RIGHT TO RESTRICT OR TERMINATE YOUR ACCESS TO THE SITE, THE APPLICATION AND THEIR RESPECTIVE CONTENT OR ANY FEATURE OR PART THEREOF AT ANY TIME. IF YOU DOWNLOAD THE APPLICATION OR ANY CONTENT FROM THIS SITE, YOU DO SO AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT.

Your reliance upon the information available on the Site or Application or located through utilization of the Services and your interactions with third users identified through the Services is SOLELY AT YOUR OWN RISK. Your interactions with other users or advertisers, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the other person or entity, and you agree that we will not be responsible for any loss or damage incurred as the result of any such dealings or with respect to any other person’s or entity’s use or disclosure of your personally identifiable information. If there is a dispute between you and any third party, we are under no obligation to become involved, and you agree that you will manage any such dispute or disagreement directly, and that you will not make any claims against us with respect to products or services purchased through your use of the Services.

The Services may be subject to limitations, delays, and other problems inherent in the use of the Internet, mobile devices and electronic communications. We are not responsible for any delays, delivery failures or other damages resulting from such problems. We do not guarantee the Site, the Application or Services will be operable at all times. We reserve the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Site, Application and Services, or any portion of the Site or Application; (2) to modify or change the Site, Application or Services, or any portion of the Site, Application or Services, and any applicable policies or terms (except as described in the Privacy Policy); and (3) to interrupt the operation of the Site, Application and/or provision of Services, or any portion of the Site, Application or Services, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

THESE DISCLAIMERS ARE INDEPENDENT OF ANY OTHER TERM IN THESE TERMS OF USE.

Limitation of Remedies

IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, APPLICATION OR THEIR RESPECTIVE CONTENT, WITH THE DELAY OR INABILITY TO ACCESS OR USE THE SITE, THE APPLICATION OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY CONTENT, SOFTWARE, PRODUCTS AND SERVICES MADE AVAILABLE OR OBTAINED THROUGH THE SITE, THE APPLICATION OR THEIR RESPECTIVE CONTENT, OR OTHERWISE ARISING OUT OF THE USE OR ACCESS OF THE SITE, USE OF THE APPLICATION OR USE OF THE SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. ANY SERVICES OR CONTENT MADE AVAILABLE OR OBTAINED THROUGH THE USE OF THE SITE OR THE APPLICATION, AND ALL OTHER USE OF THE SITE OR APPLICATION, IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS THEREFROM.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, THE APPLICATION OR THEIR RESPECTIVE CONTENT, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND UNINSTALL THE APPLICATION.

Indemnification

Content and Materials

You will indemnify and hold the Company and its Affiliates harmless with respect to any suits or claims arising out of (i) your breach of these Terms of Use, including, but not limited to, any infringement by you of the copyright or intellectual property rights of any third party; (ii) your fraudulent or malicious use of the Site, the Application and/or Services or your misuse or abuse of the Site, Application and/or Services; (iii) your violation of applicable laws, rules or regulations in connection with your use of the Site, Application or Services, or (iv) our use of Materials generated or uploaded by you in accordance with these Terms of Use. YOU AGREE TO INDEMNIFY AND HOLD THE COMPANY, ITS THIRD-PARTY VENDORS, CORPORATE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS HARMLESS FROM ANY AND ALL CLAIMS AND DEMANDS, INCLUDING, BUT NOT LIMITED TO REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD-PARTY DUE TO OR ARISING OUT OF ANY CONTENT SUBMITTED, POSTED, OR OTHERWISE PROVIDED BY YOU TO THE COMPANY AND/OR ITS THIRD PARTY ADVERTISERS AND ANY BREACH BY YOU OR YOUR AFFILIATES, EMPLOYEES, AGENTS AND REPRESENTATIVES OF ANY PROVISIONS OF THESE TERMS OF USE.