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Privacy
& Terms of Use

First Radiant Corporation

Website Privacy Notice
Last Updated August 14, 202

First Radiant Corporation and its affiliates (the “Company”, “we”, “us” or “our”) uses this Privacy Notice to describe how we may collect, use, share, and otherwise process personal information we collect through our website at https://www.firstradiant.com/ (the “Site”), as well as information that we may collect about you via other means, as described below (“you” or “your”). If you are an investor in a SPAC directly or indirectly (or, in either case, their representative), please refer to the Investor Privacy Notice (as available in our investor portal or otherwise provided to you) for further information about how the Company collects and processes personal information about its current, prospective and former investors. If you are our employee, please refer to the employee privacy notice.

  1. Personal information we collect

“Personal information” is any kind of information that allows us to identify you or your household, directly or indirectly, such as your name, contact details, or address. We may collect and process the following personal information about you:

  • Identifiers, such as your name, address, email address and telephone numbers;
  • Professional or employment information, such as your job title and place of work;
  • Internet or other electronic network activity information, such as your internet protocol (IP) address, login data, unique device identifiers, browser type and version, time zone setting and location, browser plug-in types and versions, operating system and platform, mobile device carrier, and other technology on the devices you use to access the Site; as well as usage information, such as information about how you use the Site and our products and services, referring/exit web pages, date/time stamps, error logs, and the frequency of your use of the Site; and
  • Marketing and communications information, such as your preferences in receiving marketing communications from us.

We also collect, use, and share aggregated information such as statistical or demographic data for any purpose. This information could be derived from your personal information but will not directly or indirectly reveal your identity. For example, we may aggregate your usage information to calculate the percentage of users accessing a specific Site feature. However, if we combine or connect information with your personal information so that it can directly or indirectly identify you, we treat the combined information as personal information which will be used in accordance with this Privacy Notice.

  1. How we collect your personal information

We collect personal information from you via the following:

  1. Personal information you provide to us
    • Forms you complete (or which are completed by your authorized representatives on your behalf) on the Site or otherwise; and
    • Your correspondence and interactions with us, including by letter, email, and telephone.
  1. Personal information collected from third parties and service providers

We may collect personal information about you from third parties and service providers, such as business partners, vendors, or from publicly available information. The conditions under which we may obtain such information are governed by the third party source.

  1. Personal information collected from our Portfolio Companies and other sources

In connection with the provision of management and advisory services or otherwise for the purposes of our legitimate business interests, we may collect personal information about directors, executives and other employees of the companies that we manage and/or in which we (or any funds that we directly or indirectly manage or advise) invest or are considering investing (“Portfolio Companies”).

In addition to the personal information described in section I above, the personal information we collect about such individuals (“Portco Personal Information”) may include work contact details (including telephone numbers and email addresses), age, employment history and qualifications, data relating to appraisals, details of disciplinary actions or complaints, data relating to salary and other remunerations and benefits, details for administration of Company sponsored 401k plan and related, age and photographs (where provided to us as part of investment marketing materials, or otherwise made publicly available). Portco Personal Information may also include personal information of a sensitive nature, such as details of physical or mental health or condition, religious or other similar beliefs, sexual like, or political information that we may collect and process to the extent permitted by law and for the specific purposes set forth below.

In some cases we collect Portco Personal Information directly from you, for example when we are conducting diligence into a potential investment, we may ask you to provide certain information to us. Similarly, we may be provided with this information from other third parties, connected to you, including from your employer, your legal advisors, your employer’s legal advisers, your referees, and any related fundraisers, placement agents and capital introduction services.

In other cases we may collect Portco Personal Information from research conducted by third parties in connection with potential investments (such as broker research), as well as subscription services and freely available news sources. Where you have been involved with or referenced in any regulatory filings, we may collect Portco Personal Information about you published in such filings. We may also conduct internet searches about you when conducting diligence on investments or providing management and advisory services – this may involve us collecting personal information about you that you have published on professional social networks, such as LinkedIn.

  1. Information collected automatically

We may automatically collect certain information about the devices you use to access the Site, as well as information on how you interact with the Site, through cookies, web server logs, and other similar tracking technologies. This information may include the IP address used to connect your computer to the Internet; computer and connection information such as your browser type and version; operating system and platform; confirmation when you open email that we send you; and the URLs which lead you to and around the Site including the date and time of access.

  1. Cookies and other data collection technologies

“Cookies” are a feature of web browser software that allows web servers to recognize the computer used to access a website. They are small text files that are stored by a user’s web browser on the user’s hard drive. Cookies can remember what information a user accesses on one website to simplify subsequent interactions with that site by the same user or to use the information to streamline the user’s transactions on related websites. The number of cookies we use last only for the duration of your web session and expire when you close your browser. Other cookies last longer and are used to recognize your computer when you return to the Site. Cookies are designed to make your online experience easier and more personalized. They can only be read by the server that placed them and are unable to execute any code or virus.

Web server logs are files that store the activity on a certain website.

Information gathered through cookies and web server logs may include information such as the date and time of visits to the Site, the pages viewed, time spent at the Site, and the websites visited just before and just after the Site. We use cookies and web server logs to manage your login session, help you move between websites in a smooth and secure manner, and to gather information about the browsing activities of users of the Site in order to continually improve it and better serve the needs of its users. We do not link cookies to personally identifiable information.

Most web browsers automatically accept cookies. You can change your browser settings to notify you of the cookies being set or updated, and to block cookies. Please note that if you have turned off all cookies, some features of the Site may not be available to you or otherwise function as intended. To learn more about how to manage cookies on different types of browsers, you can visit the website www.allaboutcookies.org.

A web beacon is a web page element (such as a clear gif, pixel tag or single-pixel gif) that may be embedded into our Site or email messages, newsletters, and other electronic communication. They help us to determine whether a message has been opened and to analyze and personalize our interactions with you. Instructions on how to unsubscribe are included in each email.

We may use third-party web analytics services (such as those of Google Analytics) and other technologies on our Services to collect and analyze usage information through cookies and similar tools; engage in activities such as auditing, research, or reporting; and provide certain features to you. To prevent Google Analytics from using your information for analytics, you may install the Google Analytics Opt-out Browser Add-on by clicking here.

We use the following categories of cookies on the Site:

  • Analytics cookies: These cookies collect information that helps us understand how you use our services, and to customize the Site and our services for you. The functionality of the Site is not impacted by the rejection of such cookies.
  • Targeting cookies:These cookies record your visit to the Site, the pages you have visited and the links you have followed. They recognize you as a previous visitor and track your activity on the Site as well as other websites you visit. The functionality of the Site is not impacted by the rejection of such cookies.
  1. “Do Not Track” Browser Settings

We do not currently use technology that recognizes “do not track” signals from your web browser.

III. How we use your personal information

We will only use your personal information when and how the law allows us to. Any of the personal information we collect about you may be used in one of the following ways:

  • Where the processing is necessary for us to enter into or to perform a contract with you, or to take steps at your request prior to entering into a contract – for example, to provide information you have requested or to respond to your questions;
  • Where necessary for the purposes of the Company’s legitimate interests, including to operate and facilitate our business and services, communicate with you, undertake business management, planning, statistical analysis, market research and marketing activities, administer and maintain the Company’s core records, protect the Company’s rights and interests, ensure the security of the Company’s assets, systems and networks, prevent, detect and investigate fraud, unlawful or criminal activities in relation to our services, and enforce our terms and conditions;
  • Where required by applicable laws and regulations, including laws relating to know-your-client requirements, tax, the prevention of money laundering, fraud, terrorist financing and sanctions; and
  • Where the processing is necessary for the establishment, exercise or defense of legal claims.

In some circumstances, we may also process your personal information where we have received your consent. For example, depending where you are located, in order to send you marketing materials or to place cookies or similar tracking technologies on your devices. Where processing is based on your consent, you have the right to withdraw that consent at any time.

In addition to the bases discussed above, we may process the Portco Personal Information in order to provide management and advisory services to our Portfolio Companies or otherwise for our legitimate interests, which also include: conducting research and due diligence into potential investment targets; preparing reports on investment targets; reviewing, monitoring and managing our investment portfolio; business management and planning; administration and maintenance of our core records.

  1. How we protect your personal information

We are committed to maintaining the confidentiality, integrity and security of your personal information and take precautions to protect such information. These precautions include the adoption of certain physical, electronic, and procedural safeguards and procedures designed to maintain and secure your personal information from inappropriate disclosure in accordance with applicable laws and regulations.

Our policies require that access to personal information be restricted to those employees and agents of the Company who need to know that information in order to provide the Company’s services. We may disclose such information to our service providers (including financial, technical, marketing, professional service providers, and consultants) and financial institutions that provide services to the Company. We require such third party service providers and financial institutions to protect the confidentiality of your personal information and to use the information only for purposes for which it is disclosed to them.

  1. When we disclose your personal information

We do not sell personal information obtained about you to any third parties and have not done so in the twelve (12) months preceding the effective date of this policy.

We do not disclose any personal information to anyone other than our affiliates, service providers and relevant counterparties without your consent, or as required by applicable law or regulation. This means that we may disclose your personal information to other third parties, including:

  • Any governmental agency, regulatory authority or self-regulatory organization having jurisdiction over the Company [or its affiliates], if (i) the Company determines that such disclosure is necessary or advisable pursuant to or in connection with any U.S. federal, state or local, or non-U.S., law, rule, regulation, executive order or policy, including without limitation any anti-money laundering law and the USA PATRIOT Act and (ii) such disclosure is not otherwise prohibited by law, rule, regulation, executive order or policy;
  • Persons acting in a fiduciary or representative capacity on behalf of an investor, such as an IRA custodian or Trustee of a grantor trust; and
  • Certain other persons to the extent authorized by you.

On all occasions when it is necessary for us to share your personal information with other parties, we will require that such information only be used for the limited purpose for which it is shared and will advise such third parties not to further share your information with others except to fulfill that limited purpose.

We do not disclose personal information except as may be required or permitted by law, rule or regulation. We may disclose for a business purpose and have disclosed in the preceding twelve (12) months, personal information, including contact information, employment information, identification information, background information, and financial information to third parties, as listed above.

We may aggregate survey responses for publication. However, this will not include any non-public personal information or any information identifiable to a particular Site user.

If Company sells all or part of its business or makes a sale or transfer of assets or is otherwise involved in a merger, restructuring or business transfer, you agree that Company may transfer Your personal information to a third party as part of that due diligence and transaction process.

  1. How we transfer your personal information

Because the Internet and our operations are global, your personal information that we collect or that you submit may be transferred to, processed in, and held in countries (including the United States) other than the one in which you reside. The European Union and United Kingdom do not consider the United States and many other countries to provide essentially equivalent privacy protections. Such transfers are a necessary part of the services that we provide.

When we transfer personal information internationally, and to the extent required by applicable data protection laws, we rely on appropriate or suitable safeguards, including:

  • Where the relevant country or recipient has been deemed to provide an adequate level of protection for your personal information by relevant authorities;
  • Using standard contractual clauses approved by relevant authorities as ensuring adequate safeguards;
  • Obtaining your consent to transfer personal information after first informing you about the possible risks of such a transfer;
  • Transferring the personal information because it is necessary for the performance of (or to enter into) a contract between you and the Company, or because the transfer is necessary for the performance of a contract between the Company and a third party, and the contract was entered into in your interest; and
  • Transferring the personal information because it is necessary to establish, exercise or defend legal claims.

For more information on the safeguards we have in place, please contact us using the details below.

VII. Retention of your personal information

We will retain your personal information only for as long as is necessary for the purposes set out in this Privacy Notice, or as long as we are legally required or permitted to do so. Under certain circumstances, you may have the right to have your personal information erased.

When deciding how long to retain your personal information, we take into account our legal and regulatory obligations, the amount, nature, and sensitivity of the personal information, the potential risk of harm from unauthorized use or disclosure of your personal information, the purposes for which we process your personal information described above and whether we can achieve those purposes through other means. We may also retain your personal information to investigate or defend against potential legal claims in accordance with the limitation periods of countries where legal action may be brought.

VIII. Third party links

The Site may contain links to third party websites, products and services. These third party websites and services have separate and independent privacy policies, which we encourage you to read. We have no responsibility or liability for the content and activities of such linked sites. However, we want to protect the integrity of our Site and thus welcome any feedback you may have about third-party sites we link to.

  1. Children’s Privacy

The Site is not directed toward children under the age of 18. We do not promote our products or services online to minors, and we do not intentionally collect any personally identifiable information from any person under 18. If we become aware of having collected personal information from children under the age of 18 without valid consent from their respective parents or guardians, we will delete is as soon as practicable.

  1. Changes to your personal information

You are not required to supply any of the personal information that we may request, except where such information is necessary for the performance of (or to enter into) a contract with you or is otherwise required by applicable law. However, failure to do so may result in our being unable to accept your business or provide services to you. We will make reasonable efforts to ensure that all information that we hold about you is accurate, complete and up to date. You can help in this regard by promptly notifying us at the address listed below if there are any changes to your personal information.

  1. Changes to this Privacy Notice

We may update this Privacy Notice periodically, without prior notice, so please review it frequently. If we decide to change our Privacy Notice, we will post those changes on the Site so that you are aware of what kinds of personal information we collect, use, share, and otherwise process. If we make material changes to this Privacy Notice, we will notify you on this Site, update the effective date above, and provide you with notice as required by applicable law.

XII. Data Subject Rights

We are committed to providing individuals with reasonable and appropriate access to their personal information. If you believe that we are processing personal information about you and wish to have access to that information, we can provide you with that data or at least an explanation of why we cannot do so in the particular context, such as where the request is manifestly unfounded or excessive. We are happy to correct inaccurate data or delete information that is not appropriate to retain. Individuals in Andorra, Argentina, Australia, California, Canada, Europe, Faroe Islands, Guernsey, Hong Kong, Israel, Isle of Man, Japan, Jersey, Mexico, New Zealand, Singapore, South Korea, Switzerland, the United Kingdom, Uruguay, and certain other jurisdictions may have certain data subject rights. These rights vary, but they may include the right to: (i) request access to and rectification or erasure of their personal information; (ii) restrict or object to the processing of their personal information; (iii) obtain a copy of their personal information in a portable format; and (iv) object to certain personal information processing activities. Individuals may also have the right to lodge a complaint about the processing of personal information with a data protection authority. We are always open to dialogue to resolve issues short of formal disputes. If your concerns cannot be resolved, we can enter into appropriate third party neutral dispute resolution. If you need to reach us about a privacy or data protection issue, please contact us using the details below.

If you wish to exercise any of these rights please email contact@firstradiant.com. The rights described herein are not absolute and we reserve all of our rights available to us at law in this regard. Additionally, if we retain your personal information only in de-identified form, we will not attempt to re-identify your data in response to a Data Subject Rights request.

The California Consumer Privacy Act (“CCPA”) prohibits covered businesses from discriminating against you for exercising applicable CCPA rights.

If you make a request related to personal information about you, we will need to verify your identity. To do so, we will request that you match specific pieces of information you have provided to us previously, as well as, in some instances, provide a signed declaration under penalty of perjury that you are the individual whose personal information is the subject of the request. If it is necessary to collect additional information from you, we will use the information only for verification purposes and will delete it as soon as practicable after complying with the request. For requests related to particularly sensitive information, we may require additional proof of identification. If you make a request through an authorized agent, we will require written proof that the agent is authorized to act on your behalf. We will process your request within the time provided by applicable law.

XIII. Contact Us

If you have any questions or concerns about this Privacy Notice, please contact us at:

First Radiant Corporation
Email: contact@firstradiant.com

First Radiant Corporation
Website Terms of Use
Last Updated August 14, 2021

Thank you for visiting the website of First Radiant Corporation (together with its affiliates, the “Company”, “we,” “us” or “our”).  By accessing or using this website (together with its subdomains, the “Site”), you hereby accept and agree to comply with these Company Website Terms of Use (“Terms of Use”) and acknowledge your understanding of same. If you do not agree with these Terms of Use, please do not use the Site.

Our Website Privacy Notice, as may be amended from time to time, is located above. Our Website Privacy Notice is incorporated by reference into these Terms of Use.

We may update these Terms of Use at any time, and it is your obligation to review these Terms of Use from time to time.  Your continued use of the Site after any such modifications shall constitute your acceptance of these Terms of Use as modified.

If you have any questions or comments about these Terms of Use, please contact us at contact@firstradaint.com

  1. Uses of the Site and Content

The Site is intended solely for persons who are 18 years of age or older. Access to or use of the Site by anyone under 18 years of age is expressly prohibited. If you are under 18 years of age, you may not access or use the Site. By accessing or using the Site, you represent and warrant that you are 18 years of age or older.

The Company grants you a personal, limited, revocable, non-exclusive, nontransferable right to use and download a single copy of the Site, which includes any images, text, illustrations, designs, icons, photographs, graphics, video clips, downloads, systems and methods, interfaces, information, data, tools, products, services, and other content (collectively, the “Content”) for your personal and noncommercial use only.

All Content on the Site is the intellectual property of the Company or other parties and is protected by copyright and other intellectual property law.  All trademarks, service marks, logos and other indicia of source displayed on the Site (“Trademarks”) are the property of their respective owners, who may or may not be affiliated with our organization.  You may not use any such Trademarks without our prior written consent.

You may not (1) make any commercial use of the Site or the Content; (2) post or use a scraper, spider, bot, or other automated means to access the Site or forge any TCP/IP packet header; (3) interfere with the functioning of the Site or restrict or inhibit others from using the Site (including, without limitation, via means of submitting a virus to the Website, overloading, “flooding,” “mailbombing,” or “crashing”); (4) modify or alter the Content, post or “frame” it on or in another website, or remove or obscure copyright or other notices or legends therefrom; (5) access data not intended for you or log into a server or account which you are not authorized to do access; or (6) attempt to probe, scan or test the vulnerability of a system or network, or to breach security or authentication measures without proper authorization.

Any unauthorized use of the Site or the Content may also violate copyright laws, trademark laws, the laws of privacy and publicity, and/or communications regulations and statutes.

You agree that when using the Site, you will not violate or facilitate any violation of any applicable local, state, federal or international law, rule or regulation, including, without limitation, regulations or rules of any securities exchange (“Applicable Laws”).  Fraudulent conduct may be reported to law enforcement, and the Company will cooperate to ensure that violators are prosecuted to the fullest extent of the law.  The Company does not grant, by implication, estoppel or otherwise, any license or right to use the Site or material on the Site other than as set forth above, and you shall not make any other use of the Site or such material without the Company’s written permission.

We may modify the Site or Content, or any portion thereof, with or without notice. The Company has the right, but not the obligation, to monitor use of the Site, and may at any time suspend, revoke, or terminate your right to use it.  We may report any activity relating to the Site to regulators, law enforcement officials, or other persons or entities that we deem appropriate.  The Company may investigate any complaint or reported violation of these Terms of Use and take any action that it deems appropriate.  Such action may include, but is not limited to, issuing warnings, suspension or termination of service, and denying access and/or removal of materials from the Site.

The Company reserves the right to remove anything that violates these Terms of Use or is otherwise objectionable and to report to appropriate law enforcement officials, regulators or other third parties any activity that it suspects violates any law or regulation.  In order to cooperate with governmental requests, to protect the Company’s systems or to ensure the integrity and operation of the Company’s business, the Company may access and disclose in accordance with Applicable Laws any information it considers necessary or appropriate, including, without limitation, user contact details, Internet Protocol addressing and traffic information, usage history, and posted content.

  1. Notice of Copyright Infringement

If you believe that any Content on the Site infringes on any copyright which you own or control, or that any link on the Site directs users to another website that contains material that infringes on any copyright which you own or control, you may file a notification of such infringement with us as set forth below. Notifications should include the following information:

    • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
    • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works.
    • Identification of the material that is claimed to be infringing or to be the subject of infringing activities and that is to be removed or access to which is to be disabled, and information sufficient to permit us to locate the material.
    • Contact information for the notifying party, including name, address, telephone number, and email address.
    • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
    • A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Please submit this notice to the Company at contact@firstradaint.com

III. No Offer or Advice

You acknowledge that this Site and the Content are solely for general, informational purposes and do not constitute or form part of an offer to issue or sell, or of a solicitation of an offer to subscribe, buy or acquire an interest in any securities or other financial instruments, including any fund directly or indirectly managed or advised by the Company (a “Fund”) and other products or services offered by the Company, nor does it constitute a financial promotion, investment advice or an inducement or incitement to participate in any product, offering or investment.

  1. Past Performance

Any performance data or comments expressed on this Site or in the Content are an indication of past performance. PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS, and no representation is being made that any investment or transaction will or is likely to achieve profits or losses similar to those achieved in the past, or that significant losses will be avoided.

  1. Forward-Looking Statements

Certain information contained in this Site constitutes “forward-looking statements” that can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “target,” “project,” “estimate,” “intend,” “continue,” or “believe” or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results or the actual performance of any Company investment may differ materially from those reflected or contemplated in such forward-looking statements. No person or entity should rely on these forward-looking statements when making any investment decision. There is no obligation for the Company to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements contained herein are qualified in their entirety by the foregoing cautionary statements.

Dated Content speaks only as of the date indicated. While we make reasonable efforts to provide accurate information, we undertake no obligation to update or correct the Site even if we are aware that it is inaccurate, outdated or otherwise inappropriate, whether as a result of new information, future developments or otherwise. While we believe that the information on the Site is reliable, we do not warrant its completeness, timeliness, or accuracy.

Any forecasts and estimates (including, without limitation, any targeted rates of return) contained herein are necessarily speculative in nature, involve elements of subjective judgment and analysis, and are based upon certain assumptions and the best judgment of the Company. It can be expected that some or all such assumptions will not materialize or will vary significantly from actual results. Accordingly, these targeted rates of return are only an estimate. Actual results will differ and may vary substantially from the results shown herein or projected.

  1. Third Party Websites and Content

The Company does not review or monitor any websites linked from or to the Site and is not responsible for the content of any such websites.  You acknowledge that such content is the sole responsibility of the third party person or organization that created it and that we assume no responsibility for any third party content or information.  Although the Company reserves the right to review all Content that appears on the Site and to remove any Content at our discretion, we do not necessarily review all or any of it.  Access and use of third party content made available through the Site, including news articles, is solely at your own risk and the Company makes no warranties, express, statutory, or implied, with respect to such third party content or information.  Any links from or to other websites are provided merely for the convenience of the users of the Site and the inclusion of these links does not imply an endorsement, representation or warranty by the Company with respect to any such linked websites or the content, products or services contained or accessible through such websites or their operators.

These Terms of Use do not govern your use of any site or service other than the Site.  You should review applicable terms and policies of any linked third party content, information or websites.  The Company DISCLAIMS RESPONSIBILITY FOR THE PRIVACY POLICIES AND CUSTOMER INFORMATION PRACTICES OF THIRD PARTY INTERNET WEBSITES HYPERLINKED FROM THE SITE.

To the maximum extent permitted by Applicable Law, we disclaim any liability for any content submitted, posted, linked to, shared or otherwise made available via the Site, including, but not limited to, any inaccuracies, errors or omissions in any content, any intellectual property infringement with relation to the linked content, or any loss or damage of any kind incurred as a result of the use of any content linked in or otherwise made available via the Site.  If you link other websites to the Site, you may not imply or suggest that the Company has endorsed or is affiliated with such websites, and you may not display the Site as “framed” within another website.  The Company reserves the right to terminate any link or linking program at any time.  Similarly, links or copies of third party articles regarding the Company, its affiliates or its portfolio companies have generally been prepared without the input of the Company and are provided for convenience purposes only.  By inclusion on the Site, the Company does not represent or warrant the accuracy of such information or take responsibility for its content.

VII. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SITE, ACCESS TO THE SITE, AND ALL RELATED CONTENT, SERVICES AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, OR ANY GUARANTY OR ASSURANCE THE SITE WILL BE AVAILABLE FOR USE OR THAT ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS, SERVICES, FEATURES, FUNCTIONS OR OPERATIONS WILL BE AVAILABLE OR PERFORM AS DESCRIBED.  THE COMPANY DOES NOT WARRANT THAT ANY PART OF THE SITE WILL OPERATE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED.  THE COMPANY DOES NOT WARRANT THAT THE SITE, INFORMATION, CONTENT, MATERIALS, PRODUCTS OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE, OR ELECTRONIC COMMUNICATIONS SENT FROM THE SITE ARE FREE OF VIRUSES, MALICIOUS CODE OR OTHER HARMFUL COMPONENTS.  YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE OR RELIANCE UPON ANY OF THE MATERIALS ON THE SITE IS AT YOUR SOLE RISK.

VIII. Limitations of Liability

WE ARE NOT RESPONSIBLE FOR ANY DAMAGES OR INJURY, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, THAT RESULT FROM YOUR USE OF (OR INABILITY TO USE) THE SITE, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE, INCLUDING ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION, COMPUTER VIRUS, LINE FAILURE, OR OTHER COMPUTER MALFUNCTION.

  1. Indemnity

To the maximum extent permitted by law, you agree to indemnify, defend and hold harmless the Company, its members, licensors, officers, directors, employees, agents, trustees, subsidiaries, parent companies and affiliates (the “Indemnitees”) from and against all third party complaints, charges, claims, losses, expenses, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) due to, arising out of, or relating in any way to: (1) your access to or use of, or inability to access or use, the Site or (2) your breach of these Terms of Use, in each case unless caused by such Indemnitee’s misrepresentation, gross negligence, willful misconduct or fraud. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defense.

  1. Governing Law and Venue

The validity, construction, performance, enforcement, and remedies of or relating to these Terms, and the rights and obligations of the parties hereunder, shall be governed by the laws of the State of New York, without regard to the conflict of laws, rules, or statutes of any jurisdiction.  Both parties consent to jurisdiction in the State of New York and agree that all issues arising under this Agreement shall be within the sole venue of the courts of the New York County, District of New York.

  1. Termination

These Terms of Use are effective unless and until terminated by either you or the Company.  You may terminate the Terms of Use at any time, provided that you discontinue any further use of the Site.  We also may terminate the Terms of Use, in our sole discretion, at any time and may do so immediately and without notice, and accordingly deny you access to the Site.  The following provisions survive the expiration or termination of the Terms of Use: Uses of The Site and Content (except for the second paragraph thereof); No Offer or Advice; Past Performance; Forward-Looking Statements; Third Party Websites and Content; Disclaimers; Limitations of Liability; Indemnity; Governing Law; and Miscellaneous.

XII. Miscellaneous

These Terms of Use (including any other policies incorporated by reference) constitute the entire agreement between you and the Company pertaining to the subject matter described herein, and supersede all prior discussions or agreements between you and the Company.

If a portion of these Terms of Use is determined to be unlawful, void or unenforceable under Applicable Laws, it will not affect the enforceability of the remaining provisions and the remaining provisions will continue in effect.   If any unlawful and/or unenforceable provision would be lawful or unenforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

These Terms of Use may not be assigned or otherwise transferred by you.

Our failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision.

Headings used in these Terms of Use are for reference purposes only and in no way define or limit the scope of the section.

XIII. Arbitration

Except to the extent otherwise provided by law, any dispute or claim arising out of or in any way relating to an engagement governed by this letter or our relationship shall be finally resolved by arbitration.  The arbitration shall be conducted in accordance with the International Institute for Conflict Prevention and Resolution (“CPR”) Rules for Non-Administered Arbitration (Effective November 1, 2007), except as they may be modified herein or by mutual agreement of the parties.  The arbitration shall take place in Los Angeles or such other location as agreed to by the parties.  Notwithstanding the foregoing, the parties consent to the jurisdiction of the federal or state courts having jurisdiction in the location where the arbitration is conducted as to judicial proceedings relating to any aspect of the arbitration, including motions to confirm, vacate, modify or correct an arbitration award.  The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq., and judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets.  The arbitration shall be conducted by one arbitrator, who shall be selected by agreement of the parties or, failing such agreement within 30 days after the initiation of the arbitration, by the CPR.  The parties shall be responsible for paying the costs of the arbitration in accordance with CPR rules.  The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties and their counsel, and any person necessary to the conduct of the proceeding.  The confidentiality obligations shall not apply if disclosure is required by law or in judicial or administrative proceedings, or to the extent that disclosure is necessary to enforce the rights arising out of the award, provided that the parties agree to use best efforts to keep such disclosure confidential and agree, subject to court approval, to submit such disclosure to a court only under seal.  Claims may not be brought in the arbitration proceeding by or on behalf of a purported class of claimants who are not parties to this engagement letter.  This agreement to arbitrate shall constitute an irrevocable waiver of each party’s right to a trial by jury, as well as of rights to discovery or to an appeal that would customarily be available in a judicial proceeding but that may be limited or unavailable in connection with such an arbitration.  Investigator acknowledges that it has had the opportunity to consult with other counsel (in-house or otherwise) prior to agreeing to this waiver, including regarding the waiver of jury trial, discovery, and appeal rights, and have made your own decision about whether to do so.

XIV. Contact Us

If you have any questions or concerns about these Terms, please contact us at:

Email:  contact@firstradiant.com