Terms & Conditions

SECURITIES LAW AND OFFERINGS
Please consult your tax and/or your financial advisor for more information on how these products pertain to your particular investment strategy.

This Web site may contain forward-looking statements, including discussion and analysis of the financial condition of the certain issuers of securities, anticipated capital expenditures required to complete certain projects, amounts of anticipated cash distributions to investors in the future and certain other matters. Readers of this Web site should be aware that there are various factors that could cause actual results to differ materially from any such forward-looking statements, which include changes in general economic conditions, changes in real estate conditions, construction costs which may exceed estimates, construction delays, increases in interest rates, lease-up risks, inability to obtain new tenants to fill vacant of vacated space, and the potential need to fund tenant improvements or other capital expenditures out of operating cash flow in excess of any reserves therefore.

For more information about American Realty Capital Daily Net Asset Value Trust, Inc. (“ARC NAV”) investments, including investment policies, charges, and expenses, ask your financial advisor for a free prospectus, click here to view or download a prospectus, or call 1-212-415-6500. Please read any such prospectus carefully before you invest or send money. There can be no assurance that the objectives of any ARC NAV investment stated in this presentation will be achieved. The share or unit values of ARC NAV will fluctuate based on the values of the underlying properties and there is no guarantee that past performance will be the same as future results. There is no assurance that a secondary market will exist for ARC NAV securities.

NOT AN OFFER TO SELL SECURITIES
The material in this Web site does not constitute an offer to sell, nor a solicitation of an offer to buy the securities described herein. Such an offering is made only by means of a prospectus. This material must be read in conjunction with the prospectus in order to understand fully all the implications and risks of any offering of securities to which it relates. By clicking “I Accept” on the click-through page of an offering, you represent that you have been provided with the applicable prospectus.

RISKS AND SUITABILITY
The material on this Web site does not constitute an offer to sell, nor a solicitation of an offer to buy the securities described herein. Such an offering is made only by means of a prospectus. Therefore, this material must be read in conjunction with the prospectus in order to understand fully all the implications and risks of any offering of securities to which it relates. To obtain a paper copy of the prospectus free of charge, call 1-212-415-6500.

An investment in securities of ARC NAV is subject to significant risks that are described in more detail in the “Risk Factors” and “Conflicts of Interest” sections of the prospectus. Investments in ARC NAV securities are not suitable for all investors. Refer to the applicable prospectus, as amended, for a detailed discussion of risks and suitability standards for your state. An investment in ARC NAV involves significant risks, including the following:

  • We have no operating history or established financing sources.
  • This is initially a blind pool offering and you may not have the opportunity to evaluate our investments before you make your purchase of our common stock, thus making your investment more speculative.
  •  We currently do not own any properties or other investments and have not identified any properties or other investments to acquire with the offering proceeds.
  • No public market currently exists, or may ever exist, for shares of our common stock and our shares are, and may continue to be, illiquid.
  • If we are unable to find suitable investments, then we may not be able to achieve our investment objectives or pay distributions.
  • Our properties may be adversely affected by the current economic downturn.
  • If we are unable to raise substantial funds, we will be limited in the number and type of investments we may make and the value of your investment in us will fluctuate with the performance of the specific properties we acquire.
  • If only the minimum number of shares is sold in this offering, our ability to diversify our investments will be limited.
  • We may be unable to pay or maintain cash distributions or increase distributions over time.
  • We may fund distributions from unlimited amounts of any source, including borrowing funds, using proceeds from this offering, issuing additional securities or selling assets in order to fund distributions if we are unable to make distributions with our cash flows from our operations. Distributions to our stockholders could reduce the cash available to us and could constitute a return of capital to stockholders.
  • Our share repurchase program is subject to numerous restrictions, may be cancelled, suspended or modified at any time and should not be relied upon as a means of liquidity. For example, our share repurchase program limits the amount of redemptions each quarter to 5% of NAV as of the last day of the previous quarter (or approximately 20% of our NAV in any 12 month period), unless our advisor determines to increase the amount of funds available for redemptions. In addition, most of our assets will consist of properties that cannot be liquidated without compromising our ability to realize full value upon their disposition, and therefore, we may not have enough funds to satisfy all repurchase requests.
  • There are numerous conflicts of interest between the interests of investors and our interests or the interests of our advisor, our sponsor, and their respective affiliates, including the fact that our advisor’s asset management fee is based on our NAV, which the advisor is responsible for calculating.
  • The incentive advisor fee structure may result in our advisor recommending riskier or more speculative investments.
  • Our investment objectives and strategies may be changed without stockholder consent.
  • We are obligated to pay substantial fees to our advisor and its affiliates, including fees payable upon the sale of properties. Our advisor and its affiliates will receive fees in connection with transactions involving the purchase, financing, management and sale of our investments, and, because our advisor does not maintain a significant equity interest in us and is entitled to receive substantial minimum compensation regardless of performance, our advisor’s interests are not wholly aligned with those of our stockholders.
  • There are significant risks associated with maintaining as high level of leverage as permitted under our charter (which permits leverage of up to 300% of our total “net assets” (as defined by the NASAA REIT Guidelines) as of the date of any borrowing, which is generally expected to be approximately 75% of the cost of our investments).
  • We depend on tenants for our revenue and, accordingly, our revenue is dependent upon the success and economic viability of our tenants.
  • There are limitations on ownership and transferability of our shares.
  • We are subject to risks associated with the significant dislocations and liquidity disruptions currently occurring in the United States credit markets.
  • We may fail to qualify or continue to qualify to be treated as a REIT.
  • Our dealer manager is an affiliate of our advisor and has not conducted an independent review of this prospectus.
  • We may be deemed to be an investment company under the Investment Company Act and thus subject to regulation under the Investment Company Act.
  • The purchase and redemption price for shares of our common stock will be determined at the end of each business day based upon our NAV, and will not be based on any established trading price. You will not know the purchase or redemption price at the time you submit your purchase order or redemption request. The purchase price for our shares may decrease after you purchase your shares, and the redemption price for our shares may increase after you submit your redemption request.
  • Because valuation of our properties is inherently subjective, our daily NAV may not accurately reflect the actual price at which these assets could be liquidated on any given day. Further, rapidly changing market conditions or material events may not be fully reflected in our daily NAV. The resulting potential disparity in our NAV may benefit redeeming or nonredeeming stockholders.
  • Our investments in properties may be affected by an unfavorable real estate market and general economic conditions, which could decrease the value of those assets and reduce our NAV.
  • The management of multiple REITs by our executive officers of our advisor may significantly reduce the amount of time spent on activities related to us and cause other conflicts of interest, which may cause operating results to suffer.
  • We will compete for investors with other programs of our sponsor.

AMERICAN REALTY CAPITAL WEB SITE TERMS AND CONDITIONS
The parent company of our sponsor,  American Realty Capital V, LLC (“American Realty Capital”), makes this Web site (defined below) available to you for your information and as background for the products and services of American Realty Capital and its parent companies, subsidiaries, affiliates and affiliated funds, including but not limited to ARC NAV (collectively, the “American Realty Capital Entities”), subject to the following terms and conditions: This Web site is offered by American Realty Capital as a convenience to: (1) users of the Web site; (2) a variety of legally and financially separate entities that make up the American Realty Capital Entities which may be either parent companies or subsidiaries of the same entities, affiliates of each other or share common ownership; and (3) legally and financially separate entities that: (i) were or are sponsored or advised by one of the American Realty Capital Entities; or (ii) have some common ownership with one or more of the American Realty Capital Entities from time to time and/or may maintain business relations with any of the American Realty Capital Entities. Most of the entities within described above are licensed to use the names American Realty Capital Daily Net Asset Value Trust, Inc., American Realty Capital, LLC, American Realty Capital, and/or ARC and related logos. Each American Realty Capital Entity and each other entity described above is a separate legal entity and no legal or financial relationship is to be implied between or among any entities on the Web site within American Realty Capital Entities or such other entities. By accessing the information through the Web site made available at http://www.arcdailynav.com (“Web site”) and other domains registered and used by American Realty Capital Entities, you agree on behalf of yourself, and any and all persons, companies and legal entities (“your principals”) that you represent, if any, and any and all employees and agents thereof (collectively, “you” and “your”) that you have read and agree to use the Web site in accordance with these Web site terms and conditions (“Terms and Conditions”) and the Web site Customer Privacy Policy available for viewing on the Web site and hereby incorporated by reference. Your continued use of the Web site means that you agree that these Terms and Conditions legally bind you in the same manner that a signed, written, non-electronic contract does. You should not use the Web site in any manner or attempt to access the Web site if you are not willing to be bound and abide by these Web site Terms and Conditions. Your continued use of the Web site also means that you represent and warrant that you are able to enter into legally binding contracts and that you are authorized by your principals, if any, to (i) use the Web site; and (ii) to agree to these Terms and Conditions as a legally binding contract on behalf of you and your company (or legal entities, as applicable). For purposes of the Terms and Conditions, the term “Web site” includes without limitation those parts of the Web site that you can access based on your account with the Web site, if any, including without limitation the publicly available content, materials and information, and any portion thereof, and any other information or materials that may be available to you if you have created an account with the Web site (collectively, “Content”).

1. LICENSE TO THE CONTENT. American Realty Capital grants you a limited, nonexclusive, nontransferable license during the Term (defined below) to access the Web site solely to display the Content for informational purposes only and to print and/or save copies of the Content with or on your personal computer, solely for your use in obtaining information regarding the American Realty Capital Entities. Any other use of the Content or the Web site is expressly prohibited. All other rights in the Content and the Web site are reserved by American Realty Capital and its licensors. American Realty Capital reserves all rights in the Web site and you agree these Terms and Conditions do not grant you any rights in or licenses to the Web site, except for this express, limited license. You will not otherwise copy, transmit, distribute, sell, license, de-compile, reverse engineer, disassemble, modify, publish, participate in the transfer or sale of, create derivative works from, perform, display, incorporate into another Web site, or in any other way exploit any of the Content or any other part of the Web site or any derivative works thereof, in whole or in part for commercial or non-commercial purposes without the express prior written permission of American Realty Capital. Without limiting the foregoing, you will not frame or display the Web site (or any part of the Web site) as part of any Web site or any other work of authorship without the express prior written permission of American Realty Capital. Material available through the Advisor-specific area of the site is intended for Broker-dealer Use Only and should not be provided to potential clients unless otherwise noted for Client Use.

2. PRODUCTS AND SERVICES. The information regarding the American Realty Capital Entities provided on the Web site may change at any time. In addition, eligibility or suitability requirements may apply for access to this information or any transaction with or regarding the American Realty Capital Entities and they may not be available in all geographic areas.

3. WEB SITE ACCURACY. The information published on the Web site is provided as a convenience to visitors and is provided for informational purposes only. Accordingly, you should verify all information before relying on it, and all decisions based on information contained in the Web site are your sole responsibility. If you need specific details about any information contained in our Web site, you should contact American Realty Capital as provided in the “Contact Us” section of the Web site. Photographs on this Web site are for illustrative purposes only. Investors in American Realty Capital Daily Net Asset Value Trust, Inc. may not acquire an interest in any of these properties.

4. WEB SITE RESTRICTIONS. As a condition of your use of the Web site, you represent and warrant that you shall not use the Web site for any purpose that is unlawful or that is prohibited by these Terms and Conditions. You will not submit any false, misleading or inaccurate information to the Web site. You will abide by all applicable local, state, national and international laws and regulations and you shall be solely responsible and liable for all of your acts or omissions that occur while you use the Web site. By ways of example, and not as a limitation, you will not use the Web site to: (a) Defame, abuse, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; (b) Publish, distribute or disseminate any harmful, inappropriate, profane, vulgar, infringing, obscene, tortious, indecent, immoral or otherwise objectionable material or information; (c) Transmit or upload any material to the Web site that contains viruses, trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious programs; (d) Interfere with or disrupt the Web site networks or servers; (e) Harvest or otherwise collect information from the Web site about others, including without limitation email addresses, without proper consent; (f) Use the account, login identification, or password of another party to access the Web site; (g) Otherwise attempt to gain unauthorized access to the Web site, other accounts, computer systems or networks connected to the Web site, through password mining or any other means; or (h) Interfere with another individual’s or entity’s use or enjoyment of the Web site. American Realty Capital has no obligation to monitor your use of the Web site or retain the content of any of your sessions on the Web site. By transmitting information through the Web site, you accept the risk that such information as well as any information that we transmit to you, may be intercepted by third parties. In addition, messages that you send to us by e-mail may not be secure. We recommend that you do not send any confidential information to us by e-mail. If you choose to send any confidential information to us via e-mail, you accept the risk that this information may be intercepted by a third party. American Realty Capital reserves the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request or as otherwise may be legally permissible.

5. DISCLAIMER OF WARRANTIES. NO MATERIALS OR OTHER ADVICE OR INFORMATION, WHETHER ORAL, WRITTEN OR IN ANOTHER FORM, OBTAINED BY YOU THROUGH THE WEB SITE OR OTHERWISE, WILL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED IN THESE TERMS AND CONDITIONS. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OR FROM THE WEB SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEB SITE IS AT YOUR SOLE RISK. THE WEB SITE IS PROVIDED TO YOU “AS IS.”

6. LIMITATIONS OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT AMERICAN REALTY CAPITAL AND ALL OF THE AMERICAN REALTY CAPITAL ENTITIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, ADVISORY BOARD MEMBERS, EMPLOYEES, CONTRACTORS, AND AGENTS (INCLUDING WITHOUT LIMITATION ANY BROKER DEALER ENTITIES THAT PROVIDE PRODUCTS OR SERVICES FOR YOU ARISING OUT OF, OR SEPARATE FROM, YOUR USE OF THE WEB SITE) (COLLECTIVELY, “AMERICAN REALTY CAPITAL PARTIES”) SHALL NOT HAVE ANY LIABILITY TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES THAT ARISE OUT OF OR RELATE TO YOUR USE OF THE WEB SITE. IN NO EVENT WILL THE TOTAL, AGGREGATE LIABILITY OF THE AMERICAN REALTY CAPITAL PARTIES FOR DAMAGES OF ANY TYPE, EXPENSES OR LOSSES UNDER ANY CLAIM, CAUSE OF ACTION, LAWSUIT OR PROCEEDING ARISING OUT OF OR RELATING TO YOUR USE OF THE WEB SITE EXCEED FIVE HUNDRED DOLLARS ($500). THE LIABILITY LIMITATIONS IN THIS SECTION SHALL APPLY REGARDLESS OF WHETHER THE CLAIM, CAUSE OF ACTION, LAWSUIT OR PROCEEDING IS BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, AND REGARDLESS OF WHETHER AMERICAN REALTY CAPITAL HAS BEEN ADVISED OF THE POSSIBILITY OF THE APPLICABLE DAMAGES.

7. LINKS WITH OTHER WEB SITES. American Realty Capital may provide links to other Web sites or resources (“Linked Sites”). You acknowledge and agree that American Realty Capital has no control over and is not responsible for the Linked Sites. American Realty Capital’s reference to or use of tangible or intangible property, a product, service, or process does not imply American Realty Capital’s recommendation, approval, affiliation, or sponsorship of that respective property, product, service, or process. You agree that the American Realty Capital Parties shall not be responsible or liable, directly or indirectly, for any damage or loss arising out of or relating to the Linked Sites, including without limitation content, property, goods or services available on the Linked Sites. Links to the Web site are not permitted without the express prior permission of American Realty Capital.

8. INDEMNIFICATION. You agree to defend, indemnify, and hold the American Realty Capital Entities harmless from any and all damages, costs and expenses, including without limitation reasonable attorneys’ fees, arising out or relating to any and all third party claims, demands or allegations arising out of or relating to your use of the Web site, including without limitation arising out of or relating to your violation of the Terms and Conditions, any applicable laws, or your violation of any rights of a third party.

9. MODIFICATIONS. American Realty Capital may change the Terms and Conditions from time to time. American Realty Capital will require your assent to the revised Terms and Conditions. If you do not provide such an assent, such as through clicking the applicable “I Agree” button, among other methods, then your use of the Web site will terminate in accordance with Section 11 below. American Realty Capital reserves the right to modify or temporarily discontinue your access to the Web site or parts thereof, with or without notice to you. You agree that American Realty Capital shall not be liable to you or any third-party for any modification to the Web site or your access to the Web site.

10. INTERNET ACCESS. To use the Web site, you must at no cost to American Realty Capital: (a) provide for your own access to the World Wide Web and pay any service fees associated with such access; (b) provide all equipment necessary for you to make such connection to the World Wide Web, including without limitation a computer and modem or broadband Internet connection.

11. TERMINATION. The term (“Term”) of these Terms and Conditions shall be until either you or American Realty Capital terminates your Web site account, with or without cause at any time and effective immediately. American Realty Capital may additionally, in its sole discretion, immediately terminate these Terms and Conditions should you fail to adhere to these Terms and Conditions. You agree that the American Realty Capital Entities shall not be liable to you or any third party for termination of these Terms and Conditions. Should you object to any terms or conditions of these Terms and Conditions or any subsequent modifications to these Terms and Conditions or become dissatisfied with the any part of the Web site in any way, your sole and exclusive remedy is to immediately: (1) terminate use of the Web site; and (2) notify American Realty Capital in writing of your termination of your agreement to these Terms and Conditions. Upon expiration of the Term or termination of these Terms and Conditions, your license rights to the Web site immediately cease. Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16 and 17 will survive and remain in full force and effect after termination.

12. ARBITRATION. You agree with American Realty Capital that any dispute arising in connection with these Terms and Conditions or the performance of any party under these Terms and Conditions or otherwise relating to these Terms and Conditions shall be shall be referred to binding arbitration in New York, New York, in accordance with the rules of the American Arbitration Association by a panel of three arbitrators. Each of the parties shall name one arbitrator. The third arbitrator shall be selected by the two named arbitrators from the list of the current active members of the American Arbitration Association. The arbitration shall be binding, final, not appealable, enforceable and in lieu of any right to sue or seek other arbitration in any court or tribunal. Notwithstanding the foregoing, either you or any of the American Realty Capital Entities shall be entitled to apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, permanent injunction or other equitable relief, without breach of this arbitration provision.

13. EQUITABLE RELIEF. You acknowledge that any use or threatened use of the Web site or Content in a manner inconsistent with these Terms and Conditions shall cause immediate irreparable harm to American Realty Capital and/or the other American Realty Capital Entities for which there is no adequate remedy at law. Accordingly, you acknowledge and agree that American Realty Capital and the other American Realty Capital Entities shall be entitled to immediate and permanent injunctive relief from a court of competent jurisdiction in the event of any such breach or threatened breach by you. You agree and stipulate that American Realty Capital and the American Realty Capital Entities shall be entitled to such injunctive relief without posting a bond or other security; provided however that if the posting of a bond is a prerequisite to obtaining injunctive relief, then a bond in the amount of $1000 shall be sufficient. Nothing contained herein shall limit the right of American Realty Capital or any other American Realty Capital Entities to any remedies at law, including without limitation the recovery of damages from you for breach of these Terms and Conditions, as applicable.

14. ASSIGNMENT. YOU WILL NOT ASSIGN, INCLUDING WITHOUT LIMITATION BY OPERATION OF LAW, CHANGE OF CONTROL OR OTHERWISE, YOUR RIGHTS OR LICENSES TO THE WEB SITE PROVIDED UNDER THESE TERMS AND CONDITIONS, EITHER IN WHOLE OR IN PART WITHOUT THE PRIOR WRITTEN CONSENT OF AMERICAN REALTY CAPITAL. AMERICAN REALTY CAPITAL SHALL HAVE THE RIGHT TO ASSIGN THESE TERMS AND CONDITIONS. ANY ATTEMPT TO ASSIGN THESE TERMS AND CONDITIONS CONTRARY TO THIS SECTION WILL BE VOID AND HAVE NO EFFECT.

15. COPYRIGHT AND TRADE NAMES. ALL OF THE INFORMATION ON THE WEB SITE, INCLUDING TEXT, IMAGES, GRAPHICS AND SOFTWARE, IS THE PROPERTY OF AMERICAN REALTY CAPITAL, LLC, EXCEPT AS OTHERWISE INDICATED, AND IS PROTECTED BY COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAWS. IN ADDITION, THE COLLECTION, ARRANGEMENT AND ASSEMBLY OF CONTENT ON THIS WEB SITE IS THE EXCLUSIVE PROPERTY OF AMERICAN REALTY CAPITAL, LLC AND IS LIKEWISE PROTECTED BY COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAWS. YOU MAY VIEW, DOWNLOAD AND REPRINT INFORMATION AND MATERIALS CONTAINED ON THIS WEB SITE (I) SOLELY FOR INFORMATIONAL PURPOSES AND FOR NO OTHER PURPOSE, AND (II) PROVIDED THAT NEITHER THE MATERIALS, NOR ANY PROPRIETARY NOTICES THEREIN ARE MODIFIED OR ALTERED IN ANY WAY.

The Web site is Copyright © 2011 American Realty Capital, LLC All rights reserved.

The Web site features trade names, logos and other trademarks and service marks that are the property of, or are licensed to, American Realty Capital, LLC or other American Realty Capital Entities. The Web site may also include trademarks or service marks of third parties. All of these trademarks are the property of their owners and you agree not to use or display them in any manner without the prior written permission of the applicable trademark owner. You also agree not to use, copy, modify or display any of these marks in any manner likely to cause confusion or in any manner that disparages or discredits any American Realty Capital Entities. Without limitation the following are proprietary trade names of American Realty Capital Entities owned by American Realty Capital, LLC: American Realty Capital Daily Net Asset Value Trust, Inc. and American Realty Capital Trust, Inc.

16. NOTICE. Any notice required or allowed under these Terms and Conditions shall be deemed properly given and effective upon (a) (i) actual delivery, if delivery is by hand; (ii) upon receipt by the transmitting party of confirmation or answer back, if delivery is by telex, telegram or facsimile; (iii) five (5) days after delivery into the regular mail, postage prepaid by registered or certified mail, return receipt-requested to the respective party at the following address; or (b) if you have provided an email address, to you immediately upon transmittal of an email to such email address: If to you: Such notice will be sent to you based on the contact information you have submitted to American Realty Capital. If to American Realty Capital: 405 Park Avenue 15th Floor New York, NY 10022 ATTENTION: General Counsel FAX: 212-421-5799 or at such other address as the parties may designate by notice given pursuant to this clause.

17. GENERAL. THE TERMS AND CONDITIONS AND THE RELATIONSHIP BETWEEN YOU AND AMERICAN REALTY CAPITAL AND THE OTHER AMERICAN REALTY CAPITAL ENTITIES SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS. Subject to Section 12 (Arbitration), you and American Realty Capital agree to submit to the non-exclusive jurisdiction of the courts located within the City of New York, New York, provided that any lawsuits or other claims brought by you must be brought exclusively within the City of New York, New York. You hereby consent and submit to the exclusive in personam jurisdiction of such courts, waive any objection based on forum non conveniens and waive any objection to venue of any action instituted hereunder to the extent that an action is brought in the courts identified above. The failure of American Realty Capital to exercise or enforce any right or provision of the Terms and Conditions shall not constitute a waiver of such right or provision. If any provision of the Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms and Conditions remain in full force and effect. The section titles in the Terms and Conditions are for convenience only and have no legal or contractual effect. American Realty Capital shall not be liable for delays or failure to make the Web site (including without limitation the Content) available if due to any cause or conditions beyond American Realty Capital’s reasonable control, including, but not limited to, delays or failures due to acts of God, acts of civil or military authority, fire, flood, strikes, wars, failure of the Internet backbone or shortage of power. American Realty Capital agrees to make the Web site available hereunder as an independent contractor, and in no event shall the employees and/or agents of American Realty Capital or any of the other American Realty Capital Entities be deemed your employees and/or agents. Each party acknowledges that it is not entering into these Terms and Conditions on the basis of any representation not expressly contained in the Terms and Conditions. The Terms and Conditions constitute the entire agreement between you and American Realty Capital (and the other American Realty Capital Entities) concerning this subject matter, and supersedes and cancels any and all prior or contemporaneous agreements or contracts, whether written or oral.