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SFA Terms of Use

SFA Terms of Use

Last Updated October 20, 2024

Please read the following terms and conditions (“Terms”) carefully. These Terms create a binding legal contract between you, your employees, agents, and contractors, and any other entity on whose behalf you accept these Terms (collectively, “you” or “your”) and Structured Finance Industry Group d/b/a Structured Finance Association and its subsidiaries (collectively “SFA”, “we”, “our”, or “us”) governing your use of our website, located at uniform resource locator www.structuredfinance.org and/or www.structuredfinancecoalition.org (the “Site”), or other internet services under the control of SFA, whether partial or otherwise, and related features, content, products, and services (collectively, “Services”). Among other things, these Terms describe your responsibilities and limit our liability. If you do not agree to all the following Terms now or in the future, do not use the Services in any manner. THESE TERMS CONTAIN DISCLAIMERS OF WARRANTIES (SECTION 11) AND LIMIT OUR LIABILITY (SECTION 13). THESE TERMS ALSO INCLUDE AN AGREEMENT TO RESOLVE DISPUTES BY ARBITRATION ON AN INDIVIDUAL BASIS AND THUS PROHIBIT CLASS ACTION CLAIMS. PLEASE REFER TO SECTION 16 FOR ADDITIONAL DETAILS.

These Terms and our Privacy Policy (https://structuredfinance.org/privacy-policy/) constitute the entire agreement between you and SFA and govern your use of the Services, and supersede any and all prior agreements, written or oral, between you and SFA regarding the Services (including, without limitation, any prior versions of these Terms), except for any agreement that you have directly with SFA. Portions of the Services may be governed by posted guidelines, rules, or other terms and conditions. All such guidelines, rules, and terms and conditions are hereby incorporated by reference into these Terms. In the event of a conflict between these Terms and such other guidelines, rules and terms and conditions, these Terms will control unless explicitly stated otherwise in such guidelines, rules and terms and conditions. Notwithstanding the foregoing, SFA’s Privacy Policy supersedes any conflicting terms in these Terms and/or any other guidelines, rules, and terms and conditions with respect to the subject matter covered by the Privacy Policy

  1.  You Agree to These Terms by Using the Services

    1.1. These Terms. Your access to, and use of, the Services is subject to the following Terms and all applicable laws and regulations. By accessing and using the Services, including by clicking the “Submit” (or similar) box or button, by submitting a payment or making a download, or by registering to become a member or using any of our resources, you accept, without limitation or qualification, to be bound by these Terms. SFA may, at any time and without notice, modify these Terms by revising them on the Site. Your continued use of the Services constitutes your acceptance of any such revisions. You should therefore periodically visit this page to review the current Terms. If you do not agree and accept, without limitation or qualification, these Terms, you must exit the Site and stop use of all Services immediately.

    1.2.  Other Terms. You may also be subject to additional terms and conditions that may apply when you use other SFA services or third-party services. You are solely responsible for reviewing and complying with such terms even if our Services direct you to third party content, software, or services.

2.  Permitted Use of the Services

2.1.  Eligibility. To be eligible to use the Services, you must, and you represent and warrant that you do, meet the following criteria: (a) are 18 years of age or older; (b) are not currently restricted from or otherwise prohibited from using the Services, (c) are not a competitor of or using the Services for reasons that are in competition with SFA; (d) have full power and authority to enter into these Terms and doing so will not violate any other agreement to which you are a party; (e) will not violate any rights of SFA, including intellectual property rights such as copyright or trademark rights; and (f) will provide at your cost all equipment (including mobile devices), software, and internet access necessary to use the Services. The Services are intended solely for persons who are 18 years old, or such higher age required in your country to use the Services. If you are under the legal age to form a binding contract in your jurisdiction, you represent that your parent or legal guardian has reviewed and agreed to these Terms on your behalf.

2.2.  Agent of a Company, Entity, or Organization. If You are using the Services on behalf of a company, entity, or organization (collectively “Organization”), then you represent and warrant that you: (a) are an authorized representative of that Organization; (b) have the authority to bind that Organization to these Terms; and (c) bind that Organization to these Terms in your capacity as a representative of your Organization.

2.3.  Applicable Laws and this Agreement. You will comply with all applicable laws, ordinances, regulations, and these Terms.

2.4.  Use of the Services. You will use the Services only to post, send, submit, and receive content and materials that are proper. You will not use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party’s use and enjoyment of them. You may not attempt to gain unauthorized access to any computer systems or networks associated with the Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Services. You may not use any materials accessed, viewed, received, or downloaded through the Services, including any copies, modifications, or derivatives thereof, for any purpose other than your own internal purpose and you may not use any such materials for any purpose that may in any way be competitive to SFA.

2.5.  User Conduct. SFA does not screen or control users of its Services and, is not responsible for, and makes no representations or warranties with respect to any user or user conduct, though we have the right to monitor such information. You are solely responsible for your interaction with or reliance on any user or user conduct. You must perform any necessary, appropriate, prudent or judicious investigation, inquiry, research, and due diligence with respect to any user or user conduct. You further understand that you may be exposed to content from others that is offensive, indecent, or objectionable. Contact us at [email protected] to notify us of inappropriate or illegal conduct or content you encounter on the Services, as we have the right to terminate a user’s access to the Services or remove content for any reason. Please see our copyright policy in Section 14 for reporting intellectual property infringement claims.

2.6. Limited License. SFA grants you a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable license, and right to (a) access and use the Services through a generally available web browser or mobile device (but not through scraping, spidering, crawling, or other technology or software used to access data without the express written consent of SFA); and (b) view and download information and use the Services that we provide in accordance with these Terms solely for your own personal, non-commercial purposes. Any other use of the Services is strictly prohibited. Any breach of the Terms herein by you will automatically terminate the foregoing license. We reserve all rights not expressly granted in these Terms, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in the Services and all related items.

2.7.  Promotions. You agree to receive newsletters, promotional materials, and other communications and materials relating to SFA or the Services unless you affirmatively opt-out of receiving such materials by contacting us using the information detailed in the How to Contact Us Section in our Privacy Policy. Even if you opt-out of receiving such newsletters or promotional materials, we may still need to contact you with important information about the Services.

3.  Registration

3.1.  Registering for an Event. To register for an event, you must complete the registration process by providing us with true, current, complete, and accurate information as prompted by the applicable registration form, and you will maintain and promptly update such information (including any authorized payment method, if applicable) to keep it true, current, complete, and accurate. If you change or deactivate your mobile telephone number, you will update your information with us within 48 hours to ensure that your messages are not sent to the person who acquires your former telephone number. You grant SFA the right to independently verify any information that you provide through the Services about yourself, although we do not routinely undertake any verification.

3.2.  User Activities. You are responsible for maintaining the confidentiality of any password(s) you use to access the Services, and you are fully responsible for all activities that occur under your password(s) and registration. You will notify us immediately of any unauthorized use of your registration or any other breach of security. SFA will not be liable for any loss that you may incur as a result of someone else using your password or registration. Notwithstanding such notice, you could be held liable for losses incurred by SFA or another party due to someone else using your registration or password. You may not use anyone else’s registration at any time, without the permission of the registration holder.

4. Purchases and Payment Terms

4.1.  Payment Terms. We may allow you to pay and SFA invoice on the Site. We may offer various payment processing methods for such payment. You will abide by any relevant terms and conditions or other legal agreement, whether with SFA or a third party, that governs our use of a given payment processing method. We may add or remove payment processing methods at any time, with or without notice.

4.2.  Transactions. If you wish to make a transaction, you may be asked to supply certain relevant information, such as your credit card number and its expiration date, your billing address, and your shipping information. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT TO USE ANY CREDIT CARD THAT YOU SUBMIT IN CONNECTION WITH A TRANSACTION. By submitting such information, you grant to us the right to provide such information to third parties for purposes of facilitating such transaction. Verification of information may be required prior to the acknowledgment or completion of any transaction.

4.3.  Third-Party Transactions. By using the Services and agreeing to these Terms, you also agree to be bound by any third-party payment terms, and you consent and authorize us and any third-party payment provider to share any information and payment instructions you provide with third party service provider(s) to the minimum extent required to complete your transactions. You are responsible for all transactions processed through any third-party payment provider. SFA is not liable for loss or damage from errant or invalid transactions processed by any third-party payment provider. This includes transactions that were not processed due to a network communication error, or any other reason. If you enter into a transaction, it is your responsibility to verify that the transaction was successfully processed. You understand and will not hold SFA liable for any adverse effects of any actions (whether intentional or unintentional) on the part of any third-party payment provider.

4.4.  Transaction Policy. Except as set forth in these Terms or in the applicable sale terms for the applicable invoice, ALL TRANSACTIONS ARE FINAL. NO CREDITS OR REFUNDS WILL BE MADE. Notwithstanding our policy, we may offer credits or refunds at our sole discretion in certain extraordinary circumstances.

5.  User Submitted Content

5.1.  Your Content. The Services may, from time to time offer interactive features that allow users to submit, post, or otherwise transmit content via the Services. SFA does not and cannot review all such content, and is not responsible for such content. You are solely responsible for all such content you transmit via the Services.

5.2.  Ownership and License of Your Content and Information. SFA makes no claim to ownership of any content or information you provide to us (through the Site, Services, directly via email, or in any form) and will not pay any compensation to you with respect to any use of your content or information by us or our licensees. SFA will be free to use or disseminate any content or information you make available to us on an unrestricted basis for any purpose, and you hereby grant SFA and all other users of the Services an irrevocable, perpetual, worldwide, transferable, royalty-free, fully paid up, nonexclusive license, with the right to grant and authorize sublicenses, to use, reproduce, modify, distribute, and otherwise exploit such content and information (including in digital form). SFA may pass these rights along to others with whom SFA has contractual relationships related to the provision of the Services, solely for the purpose of providing such Services. You represent and warrant that you have proper authorization for the worldwide transfer and processing among SFA and third-party providers of any content or information that you may provide to us. You also represent to us that, by submitting content or information to SFA and granting SFA the rights described in these Terms, you are not infringing or violating the personal or property rights of any person or third party. SFA is under no obligation to post or use any of your submitted content or information, but if SFA does use such content or information, SFA may remove such content at any time in its sole discretion. You acknowledge that by providing the ability to view and distribute your user-generated content via the Services, SFA is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability related thereto.

5.3.  Public Information. Please remember that any information and content disclosed publicly through the Services becomes public information, and you should exercise caution when deciding to disclose your personal information and other content.

5.4.  Submissions. SFA can use and freely exploit any information, feedback, questions, comments, or the like that you provide to us in connection with the Services (“Submissions”) on a non-confidential and non-proprietary basis and the Submissions will become and remain the property of SFA. No compensation will be paid with respect to the use of any Submissions that you provide to SFA. SFA is under no obligation to post or use any of your Submissions and may remove any Submissions or information at any time in its sole discretion. You will not give to SFA any Submissions that (a) you have reason to believe are subject to any patent claim or similar right of a third party; (b) are subject to license terms which seek to require any product incorporating or derived from such Submissions, or other intellectual property, to be licensed to or otherwise shared with any third party; or (c) are the confidential information of any third party to whom you owe a duty of confidence. Please email your Submissions to [email protected].

6.  Audio, Video, Photos. From time to time, SFA may produce promotional and other materials relating to its programs and events, which may be featured in internal and/or external print and digital publications. You hereby consent to the recording, reproduction, distribution, performance, and use of your image, voice, persona or other likeness, artistic or dramatic performance, actual or fictitious name, and any quotes or testimonials given by you in connection with the Services through photograph(s), video recording(s), and/or audio recording(s) by SFA including any third party designee approved by SFA. You hereby grant SFA the right to use any such images and recordings for educational and promotional purposes, and for any other purposes connected to SFA’s business (including print and electronic). You agree to (a) waive any claim for compensation of any kind for any use or publication as described in this Section and waive any right to inspect or approve any materials including any images; and (b) discharge and release SFA from any and all claims, damages or liability of any kind, including for any violation of any publicity, privacy or proprietary rights, defamation, false light or misappropriation of name, likeness or image, arising out of such use or publication as described herein. All rights to the recording shall belong solely and exclusively to SFA, including, without limitation, the unrestricted right to reproduce, print, publish, display publicly, distribute and sell prints or copies of the recording or derivative works based thereon, with no further payment or other consideration to, or permission or approval from you. If you have a concern or wish to opt-out of this consent, please contact us as described in “Questions and Feedback”.

7.  Notice; Electronic Communications

7.1.  Notices. When you access the Services or send e-mails to SFA, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail, regular mail, or by posting notices or links to notices on the Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

7.2.  Modification of Terms and Services. SFA may update or change these Terms, and any other terms, conditions, and notices for the Services from time to time. You understand that SFA reserves the right to make these changes and that you are responsible for regularly reviewing these Terms and other terms, conditions, and notices. Continued access to or use of the Services after any such change will constitute your consent to such change. Unless explicitly stated otherwise, any modifications to the Services will be subject to the Terms, as modified from time to time. SFA may also make changes to the Services or discontinue the Services (including content and offerings) at any time and without notice. No modification of these Terms will be binding on SFA unless posted by us, or unless in writing and signed by a person authorized to act on behalf of SFA. You should periodically visit our website to review the current Terms. Your use of our Services will be at your own and sole risk, and we will not be liable for any data loss or damage to any device, including your own devices, arising out of or relating to your use of our Services.

7.3.  Termination or Suspension of Services. SFA reserves the right, in its sole discretion, to modify, terminate, or suspend your access to the Services or any portion thereof at any time and for any reason, with or without notice and without liability to SFA. SFA will not be liable to you or any third party for any modification, suspension, or termination of the Services, your access to the Service, or loss of related information. You may stop using the Services at any time.

8.  Third Party Links, Functionality, And Transactions

8.1.  Third Party Links. In an attempt to provide increased value to our visitors, SFA may provide a link to other sites, including for advertising and promotional purposes, by allowing the user to leave the Services to access third-party material or by bringing the third-party material into the Services via “inverse” hyperlinks and framing technology (each a “Linked Website”). However, even if the third party is affiliated with SFA, SFA has no control over the content on a Linked Website and is not responsible for the operation of any Linked Website. SFA is offering these links to you as a convenience only, and the fact that we have provided or allowed a link to a site is not an endorsement, authorization, sponsorship, or affiliation with respect to such site, its owners, or its providers. Nonetheless, SFA seeks to protect the integrity of its Site and the links placed upon it and therefore requests any feedback on sites it links to as well (including if a specific link does not work).

8.2.  Functionality. Our Services may allow you to use third-party content and functionality. You use such content or functionality subject to such third parties’ terms and conditions, including separate privacy and data collection practices (which are independent of SFA). We make no promises and disclaim all liability of specific results from the use of such third-party services.

8.3.  Third Party Transactions. Third party products and services made available through our Services are made and offered directly by the applicable third party. When you pursue any such product or service, you acknowledge that you are contracting directly with such third party and not with SFA. Your interaction with, or participation in promotions of, third parties found on or through the Services are solely between you and such third party. You are not obligated to use or transact business with any third party that appears on the Services.

8.4  Disclaimer. We urge you to make sure you understand the risks associated with using, retrieving, or relying upon any information found on the internet before using, retrieving, or relying upon any such information from a Linked Website. Your correspondence or business dealings with, or participation in promotions of, advertisers or users other than SFA found on or through our Services are solely between you and such advertiser or other user. SFA will not be responsible or liable, directly or indirectly, for any actual or alleged damage or loss caused by or in connection with use of or reliance on any such content, goods, or services available on or through any Linked Website.

9.  SFA Intellectual Property

9.1.  Ownership. All materials, including without limitation, any software, training materials, Data Tape (as defined in the Data Tape Terms and Conditions), publications, or documentation available through the Services are the property of SFA, its affiliated companies, and/or SFA’s third party licensors and are protected by copyrights, trademarks, and other intellectual property rights. All trademarks, service marks, and trade names are proprietary to SFA, its affiliated companies, and/or third parties. You cannot use our logo or trademarks without our express written permission.

9.2.  Limitations. You will not reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works of our content or content of others (including without limitation, text, images, photographs, video, audio, graphics, user interface, and other content provided) on the Services, and the selection, coordination, and arrangement of such content (whether by us or by you), in whole or in part, by any means. You must not modify, decompile, or reverse engineer any software SFA discloses to you. You must not remove, alter, or obscure any copyright, patent, trademark, or other proprietary or restrictive notice or legend contained or included in any part of the Services, and you will reproduce and copy all such notices and legends on all copies of any part of the Services that you are permitted to make hereunder, if any. You may use the Services, materials provided, and the contents contained in the Services solely for your own individual, non-commercial, and informational purposes. Any other use, including for any commercial purposes or for a SFA competitor, is strictly prohibited. Any rights not expressly granted herein are reserved.

9.3.  Government Rights. Any software which may be downloaded through the Services for or on behalf of the United States of America, its agencies, and/or instrumentalities (“S. Government”), is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software – Restricted Rights at 48 CFR 52.227-19, as applicable.

10.  Privacy and Personal Information

10.1.  Privacy Policy. Your privacy is important to us. SFA’s Privacy Policy is incorporated and made part of these Terms. You consent to the collection, processing, and storage by SFA of your personal information in accordance with the terms of SFA’s Privacy Policy. Any personal data (for example, your name, address, telephone number or e-mail address) that you transmit through the Services by electronic mail or otherwise will be used by SFA in accordance with the Privacy Policy. You will comply with all applicable laws and regulations, and the terms of SFA’s Privacy Policy, with respect to any access, use, and/or Submission by you of any personal information in connection with the Services. Any other communication or material you transmit through the Services, such as questions, comments, suggestions or the like, will be treated as non-confidential and non-proprietary.

10.2.  Notice. SFA may communicate with you by email or posting notice on our Services. You may request that we provide notice of security breaches in writing. By using the Services or providing personal information (as defined in our Privacy Policy) to us, we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the Services. If we learn of our security system’s breach, we may attempt to notify you electronically by posting a notice on our website or sending an email to you. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please write to us at [email protected].

11.  Disclaimer – Warranty

11.1.  Disclaimer. YOUR ACCESS TO, USE OF, AND RELIANCE ON THE SERVICES IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED. THE SERVICES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. THE RELEASED PARTIES (AS DEFINED BELOW) DISCLAIM ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

11.2.  NO WARRANTIES. THE RELEASED PARTIES DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR (A) THE ACCURACY, LEGALITY, OR RELIABILITY OF ANY OPINION, ADVICE, INFORMATION, OR STATEMENT MADE THROUGH THE SERVICES OR PROVIDED ON THE SERVICES BY ANY PARTY, OR (B) ANY CONTENT PROVIDED ON OR CAPABILITIES OR RELIABILITY OF ANY PRODUCT OR SERVICE OBTAINED FROM LINKED WEBSITES. THE RELEASED PARTIES FURTHER MAKE NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY GOODS OR SERVICES AVAILABLE ON THE SERVICES WILL MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SFA, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. SFA DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE SECURITY OF YOUR PERSONAL DATA. SOME STATES DO NOT PERMIT LIMITATIONS OR EXCLUSIONS ON WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

12.  Indemnification.  You will indemnify, defend (at SFA’s request), and hold harmless the Released Parties (as defined below) from and against any claim or demand, including reasonable attorneys’ fees, made by any third party relating to or arising out of your content, your Submissions, or your use of the Services (by you or any other person accessing your account), including without limitation, your use of any information you learn from your use of the Services, your breach of these Terms, your violation of any data protection or privacy laws, or your violation of any rights of another person or entity. You are solely responsible for any claims brought by a third party, including, for your use of any information you learn from your use of the Services.

13.  Limitations of Liability

13.1.  LIMITATION. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE RELEASED PARTIES WILL NOT BE LIABLE FOR ANY ACCESS TO, USE OF, OR RELIANCE ON THE SERVICES BY YOU OR ANYONE ELSE, OR FOR ANY TRANSACTIONS, COMMUNICATIONS, INTERACTIONS, DISPUTES, OR RELATIONS BETWEEN YOU AND ANY OTHER PERSON OR ORGANIZATION ARISING OUT OF OR RELATED TO SFA OR CONTENT, INFORMATION, OR SERVICES ACCESSED OR OBTAINED THROUGH THE SERVICES. YOU ASSUME ALL RISK ASSOCIATED WITH DEALING WITH THIRD PARTIES. YOU WILL RESOLVE DISPUTES DIRECTLY WITH OTHER PARTIES. YOU RELEASE THE RELEASED PARTIES OF ALL CLAIMS, DEMANDS, AND DAMAGES IN DISPUTES AMONG USERS OF THE SERVICES. YOU WILL NOT INVOLVE US IN SUCH DISPUTES. PLEASE USE CAUTION AND COMMON SENSE WHEN USING THE SERVICES. “RELEASED PARTIES” INCLUDE SFA AND ITS AFFILIATES, AND ITS AND THEIR OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS.

13.2.  INDIRECT DAMAGES. THE RELEASED PARTIES WILL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF THE RELEASED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICES; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE SERVICES; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY PARTY ON OR THROUGH THE SERVICES; (E) YOUR RELIANCE ON CONTENT MADE AVAILABLE BY US; OR (F) ANY OTHER MATTER RELATING TO THE SERVICES.

13.3.  DIRECT DAMAGES. TO THE FULLEST EXTENT POSSIBLE BY LAW, THE RELEASED PARTIES’ MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR YOUR USE OF SFA CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED $100.

13.4.  Jurisdiction. Some states do not permit limitations or exclusions on warranties, so portions of the above limitations may not apply to you.

14.  Copyright Complaints

14.1.  DMCA Notice. SFA respects the intellectual property of others. The Digital Millennium Copyright Act (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by SFA infringe your copyright rights, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must 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 at a single website are covered by a single notification, a representative list of such works at that site;

    • identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;

    • information reasonably sufficient to permit us to contact you, such as an 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 you, your agent, or the law; and

    • 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.

All notices described above should be sent to SFA’s Designated Agent (by mail or email) at:

    • 1776 I St. NW, Washington, D.C. 20006

14.2.  DMCA Counter-Notice.  After removing material according to a valid DMCA notice, we will notify the individual responsible for the allegedly infringing material that we have removed or disabled access to the material. Under the DMCA, the party with such material removed may file a counter-notice objecting to such removal (See Section 512(g)(3) of the DMCA for counter-notice requirements). Our Designated Agent will present your counter notification to the person who filed the infringement complaint. Once your counter notification has been delivered, we are allowed under the provisions of Section 512 to restore the removed material in not less than 10 or more than 14 days, unless the complaining party serves notice of intent to obtain a court order restraining the restoration.

14.3.  Process.  If you do not comply with all of the requirements of this Section, your DMCA notice, or counter notification, may not be valid. Only DMCA notices and counter notifications should go to our Designated Agent. We suggest that you consult your legal advisor before filing a notice or counter-notice as the above-stated notification requirements may have changed. Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability. It is our policy to terminate, under appropriate circumstances, any accounts of individuals who are repeat copyright infringers, and we reserve the right, in our sole discretion, to terminate any access by individuals for actual or apparent copyright infringement.

15.  Law and Jurisdiction

15.1.  Governing Law. The law of Your state or country of residence will apply to any action related to the Terms and/or Your use of the Services, including any Dispute (as defined below). Choice of law rules of any jurisdiction and the United Nations Convention on Contracts for the International Sale of Goods will not apply to any Dispute under the Terms.

15.2.  Foreign Jurisdiction. SFA makes no representation that the content or information available through the Services is appropriate for access outside of the United States. Those who choose to access the Services from outside the United States do so at their own initiative and are responsible for compliance with local laws.

15.3.  Accessibility. Although the Services are accessible worldwide, they are not accessible to all persons or in all geographic locations. SFA reserves the right to limit, in its sole discretion, the provision and quantity of any Service to any person or geographic area it so desires. Any offer for any Service provided by SFA is void where prohibited.

16.  Binding Arbitration. All disputes under these Terms or related in any way to your use of the Services, including any downloads and any communications or other interactions between you and SFA (a “Dispute”), will be settled through BINDING ARBITRATION, except that you or SFA may file a complaint in small claims court if the Dispute qualifies under the applicable jurisdictional limits, or unless you opt-out as described below.

16.1.  The arbitration will be administered by one arbitrator by the American Arbitration Association (“AAA”) under the AAA’s then-current Consumer Arbitration Rules, which can be found at www.adr.org or by calling 1-800-778-7879. To begin arbitration, please visit the AAA’s website or call the number provided here.

16.2.  Any arbitration will take place in New York or the state and county in which you reside if you so choose. If you reside outside of the United States, arbitration will take place in New York. The parties may arbitrate by video or telephone conference or to have their Dispute decided on a documents-only basis. The arbitrator will have the power to grant whatever relief would be available in court under law or in equity, including public injunctive relief.

16.3.  For any arbitration that you file, and except for a Dispute determined by an arbitrator or court to be frivolous, asserted in bad faith, and/or asserted for purposes of harassment, SFA will pay your filing fee and costs and expenses that otherwise might be due under the AAA Consumer Arbitration Rules, up to $1,000.

16.4.  You may opt-out of this agreement to arbitrate. If you do so, neither you nor SFA can require the other to participate in an arbitration proceeding regarding these Terms. To opt-out, you must notify us in writing within 30 days after the date that you first accept these Terms. You may also opt-out within 30 days after we notify you regarding a material change to these Terms. You must send us a notice to this address to opt-out:

Structured Finance Industry Group d/b/a Structured Finance Association
1776 I St. NW, Washington, D.C. 20006

You must include your name, residence address, and a clear statement that you want to opt-out of this arbitration agreement.

16.5.  The arbitrator has the authority to decide all issues of arbitrability, and there is no judge or jury in arbitration. YOU AND SFA MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.

16.6.  You agree that any claim you may have arising out of or related to your use of the Services, your relationship with SFA, and/or these Terms must be filed within one year after such claim arose; otherwise, your claim is permanently barred.

16.7.  Notwithstanding any provision in these Terms to the contrary, if the class-action waiver in this provision is deemed invalid or unenforceable, or if an arbitration can proceed on a class basis, then neither you nor SFA is entitled to arbitrate the Dispute.

16.8.  This arbitration provision is subject to the Federal Arbitration Act and interpreting case law. To the extent state law applies to the Dispute, the laws of your state of residence will apply. The arbitrator’s award will be binding on you and SFA and may be entered in any court of competent jurisdiction. This Binding Arbitration Section will survive any termination of your use of the Services.

17.  General Terms

17.1.  Assignment. You must not assign or otherwise transfer the Terms or any right granted hereunder by operation of law or otherwise. SFA may assign or otherwise transfer the Terms, or any right granted hereunder. Any assignment in violation of this Section will be null and void. No one other than you and SFA, or SFA’s successors and assigns, will have any right to enforce these Terms.

17.2.  Breach. Any material breach of these Terms will result in irreparable harm to SFA for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, SFA will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if SFA seeks such an injunction.

17.3.  Export. Services derived or obtained from SFA may be subject to the U.S. export laws and the export or import laws of other countries. You will comply strictly with all such laws and, in particular, will: (a) obtain any export, re-export, or import authorizations required by U.S. or your local laws; (b) not use the Services to design, develop, or produce missile, chemical, biological, or nuclear weaponry; and (c) not provide Services, content, or products derived or obtained from the Services to prohibited countries and entities identified in the U.S. export regulations.

17.4.  Survival. Rights and obligations under the Terms which by their nature should survive will remain in full effect after termination or expiration of the Terms.

17.5.  Severability. You will comply with all applicable laws and regulations. If any legal authority, having the jurisdiction, rules that any part of these Terms is invalid, that Section will be removed, and the remaining terms of these Terms will be valid and enforceable.

17.6.  Waiver. Any express waiver or failure to exercise promptly any right under the Terms will not create a continuing waiver or any expectation of non-enforcement. If any provision of the Terms is held invalid by any law or regulation of any government, or by any court or arbitrator, such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Terms will remain in full force and effect.

17.7.  Disclosure and Removal. SFA always reserves the right to disclose any information as SFA deems necessary to satisfy any applicable law, regulation, legal process, or governmental request or to edit, refuse to post, or to remove any information or materials, in whole or in part, in SFA’s sole discretion.

17.8.  Headings. Section titles and headings in the Terms are for convenience only and have no legal or contractual effect.

17.9.  Print Form. A printed version of these Terms and of any notices given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

18.  Questions and Feedback. We welcome your questions, comments, and concerns about the Services. Please send us any and all feedback pertaining to the Services at [email protected].