Terms of Use

These Terms apply to any person who accesses, uses, or visits www.armourreit.com and the information, content, features, functionality, and services offered or made available through the website (collectively, the “Services”).

Except as otherwise provided herein, ARMOUR reserves the right, at its sole discretion, to modify or replace the Terms at any time. Any changes will be incorporated into the Terms, and you should check the Terms periodically for updates. Changes will be effective immediately and will apply on a going-forward basis unless otherwise provided. Use of the Services following such modification constitutes your acceptance of the modified Terms. If you do not agree to, or cannot comply with, the modified Terms, you must stop using the Services.

In addition to these Terms, we publish a Privacy Policy that explains how we collect, use, share, and protect personal information that you provide to us. Although not a part of these Terms, we encourage you to read the Privacy Policy, which is located at: www.armourreit.com/privacy-policy.

Subject to your compliance with these Terms, we grant you a limited right to access and use the Services and Services Content (as defined in Section 5) for your personal, professional, non-commercial use, consistent with your assigned access tier. If you breach these Terms, this right will terminate automatically, and you must immediately stop accessing and using the Services and Services Content.

As between you and us, except for User Content (as defined in Section 6 below), all information, software, artwork, trademarks, text, video, audio, pictures, logos, screens, and other content on the Services, including all associated intellectual property rights (collectively, the “Services Content”), are the property of ARMOUR and its licensors, are protected by U.S. and international copyright and other intellectual property laws, or are used under principles of fair use. For the avoidance of doubt, the term “Services Content” expressly excludes User Content. ARMOUR and its licensors retain all rights with respect to the Services and Services Content except those expressly granted to you in these Terms. For the avoidance of doubt, this includes the right to withdraw, amend, or modify the Services, Services Content, or any other materials we provide on the Services in our sole discretion and without notice. We will not be liable if, for any reason, all or any part of the Services or Services Content are unavailable at any time for any period. You agree not to duplicate, publish, display, distribute, modify, or create derivative works from the Services, Services Content, or any other material available through the Services unless specifically authorized by these Terms or in writing to do so by ARMOUR.

“User Content” means any information, text, comments, messages, ideas, posts, submissions, or other materials that you submit to the Services or otherwise make available to ARMOUR, excluding personal information governed by our Privacy Policy. You are solely responsible for your User Content and represent and warrant that you have all rights necessary to submit, post, upload, use, or disseminate it through the Services without violating any third-party rights. By submitting User Content, you grant ARMOUR a worldwide, perpetual, irrevocable, royalty-free, non-exclusive, sublicensable license to use, copy, distribute, reproduce, modify, edit, adapt, publicly perform, publicly display, translate, create derivative works from, exploit, and publish such User Content, in whole or in part, in any format or medium now known or later developed, including for any legitimate business purpose. You retain your intellectual property rights in your User Content. ARMOUR does not verify, adopt, ratify, sanction, or endorse User Content and is not responsible or liable for it. We reserve the right, but have no obligation, to review User Content and take appropriate action in our sole discretion if we believe it violates these Terms or creates liability for us or others, including reporting matters to law enforcement authorities.

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Nothing on the Services constitutes an offer to sell, or a solicitation of an offer to buy, any securities of ARMOUR or any other entity, nor shall any information or content on the Services be construed as a prospectus, offering memorandum, or other offering document.

The Services and Services Content are provided for general informational purposes only and do not constitute investment, tax, legal, accounting, financial, or other professional advice, or a recommendation to buy, sell, or hold any security or financial instrument. Nothing on the Services creates, or is intended to create, any fiduciary, advisory, broker-dealer, investment adviser, or other professional relationship between ARMOUR and you. You are solely responsible for evaluating the merits and risks of any information available through the Services and should consult qualified advisors before making any investment or financial decision. ARMOUR is not liable for any decision made in reliance on the Services or Services Content.

The Services and Services Content may contain forward-looking statements within the meaning of federal securities laws, including statements regarding ARMOUR’s expectations, beliefs, plans, objectives, strategies, future events, performance, financing needs, and other non-historical information. These statements may be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “seeks,” “should,” “will,” and similar expressions. Forward-looking statements are not guarantees and are based on current expectations and assumptions that are subject to risks and uncertainties, many of which are beyond ARMOUR’s control, that could cause actual results or developments to differ materially. These risks include, among others, economic conditions, legislative and regulatory changes, interest rate changes, and other risks. The unexpected occurrence of one or more of these events may materially affect the results, assumptions, estimates, or statements reflected in the Services or Services Content. ARMOUR undertakes no obligation to update or revise any forward-looking statement except as required by law. You should not place undue reliance on forward-looking statements.

Services Content may include inaccuracies or typographical errors. ARMOUR has the right but not the obligation to make changes and updates to any Services Content without prior notice. Any financial document or other information available through the Services speaks only as of its stated date, which may precede the date it is posted. The Services and Services Content may not reflect current information, developments, or events affecting ARMOUR or its business, and any information, estimates, or opinions may change without notice. Posting information on the Services does not imply that it remains current or that there has been no change since the applicable date. ARMOUR undertakes no obligation to update the Services or Services Content except as required by law. Historical information should not be relied upon as indicative of future results, and you are responsible for verifying the currency and accuracy of any information before relying on it.

To create an account, you must be at least eighteen (18) years old and provide accurate, complete, and current registration information. You are responsible for promptly updating your information if it changes, maintaining the confidentiality of your login credentials, and all activity that occurs under your account. You may not allow others to use your account. You must notify ARMOUR immediately of any unauthorized access to your account, password, or any other suspected security breach. ARMOUR is not liable for any loss, damage, or other harm arising from your failure to protect your account credentials or comply with this section.

You agree to comply with these Terms and not to (directly or indirectly): (i) sell, rent, lease, sublicense, transfer, modify, create derivative works of, or redistribute the Services or any component thereof, (ii) use or exploit the Services or any component thereof except solely as expressly permitted pursuant to these Terms, (iii) alter or remove any copyright, trademark, or other protective notices, (iv) reverse-engineer, decompile, or disassemble the Services, (v) use the Services in a manner that could, directly or indirectly, disable, overburden, impair, pose harm or other safety concerns, (vi) transmit or distribute any viruses, malware, or other harmful code, (vii) collect or compile data from the Services through manual or automated means, or (viii) use or encourage or facilitate others’ use of any portion of the Services for any unlawful purpose or in violation of applicable law, including for any purpose that is fraudulent, libelous, defamatory, obscene, pornographic, profane, indecent, or otherwise inappropriate, or is otherwise unlawful. We reserve the right to take, or refrain from taking, any and all steps available to us, once we become aware of any violation of these Terms, including terminating accounts, blocking access to the Services, or taking other corrective actions, we deem appropriate.

The Services may contain links or references to third-party websites, services, content, reports, data, or other materials (“Third-Party Materials”). ARMOUR does not control, endorse, or independently verify Third-Party Materials and does not represent or warrant that they are accurate, complete, timely, reliable, secure, or free of harmful code. Any opinions, estimates, projections, or reports provided by third parties, including rating agencies, are those of the applicable third party and not ARMOUR. Your access to and reliance on Third-Party Materials is at your own risk, and ARMOUR disclaims all liability for any loss or damage arising from them. You should review the applicable third party’s terms and privacy policy before using any Third-Party Materials.

THE SERVICES AND SERVICES CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS, ERRORS, BUGS, AND DEFECTS, AND YOUR USE OF THE SERVICES AND SERVICES CONTENT IS AT YOUR SOLE RISK. ARMOUR MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICES, SERVICES CONTENT, OR USER CONTENT, AND HEREBY DISCLAIM ALL SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING: (I) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (II) ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (III) ANY WARRANTY THAT THE SERVICES, SERVICES CONTENT, OR USER CONTENT WILL BE SECURE, ACCURATE, COMPLETE, ERROR-FREE, UNINTERRUPTED, TIMELY, FREE OF VIRUSES OR OTHER HARMFUL CODE, LAWFUL, RELIABLE, OR WILL MEET YOUR REQUIREMENTS OR RESULT IN ANY DESIRED OUTCOME.

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THE SERVICES, SERVICES CONTENT, AND USER CONTENT ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY, ARE GENERAL IN NATURE, AND ARE NOT TAILORED TO INDIVIDUAL CIRCUMSTANCES OR TO BE RELIED ON FOR ANY PURPOSE. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICES IS DOWNLOADED AND USED AT YOUR SOLE DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE DEVICE, SOFTWARE, TECHNOLOGY, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH CONTENT.

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SOME JURISDICTIONS DO NOT PERMIT THE FOREGOING DISCLAIMERS AS TO INDIVIDUALS, IN WHICH CASE THEY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

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UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT, OR NEGLIGENCE, WILL ARMOUR OR ITS RESPECTIVE OPERATORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR REPRESENTATIVES BE LIABLE FOR ANY LOST PROFITS, LOST REVENUE, LOSS OF USE, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER AND/OR DEVICE FAILURE OR MALFUNCTION, UNAUTHORIZED ACCESS, OR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES THAT ARISE OUT OF, OR ARE RELATED TO, YOUR USE OF THE SERVICES, SERVICES CONTENT, OR USER CONTENT, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT ARMOUR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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SOME JURISDICTIONS TO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. IF APPLICABLE LAW DOES NOT PERMIT THESE EXCLUSIONS OR LIMITATIONS, ARMOUR’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

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IN NO EVENT WILL ARMOUR’S AGGREGATE LIABILITY IN CONNECTION WITH THE SERVICES, SERVICES CONTENT, AND THESE TERMS EXCEED THE GREATER OF: (A) AMOUNTS PAID BY YOU TO ARMOUR IN CONNECTION WITH THE SERVICES IN THE SIX MONTHS PRECEDING THE CLAIM, OR (B) FIFTY DOLLARS.

You agree to defend, indemnify, and hold harmless ARMOUR and its officers, directors, employees, agents, licensors, representatives, and affiliates from and against any and all claims, damages, liabilities, losses, judgments, awards, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your breach or alleged breach of these Terms, (b) your User Content, including any claim that your User Content infringes or misappropriates any third-party intellectual property or other rights, (c) your access to, use of, or inability to use the Services or Services Content (d) your violation of any applicable law or regulation, or (e) any negligent, fraudulent, or wrongful act or omission by you. ARMOUR reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification hereunder, and you agree not to settle any such matter without ARMOUR’s prior written consent. You will cooperate fully as reasonably requested by ARMOUR in the defense of any claim. This indemnification obligation will survive termination or expiration of these Terms.

17.1. EXCEPT AS PROVIDED BELOW, ANY AND ALL CLAIMS OR DISPUTES IN ANY WAY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES (a “Dispute”), WILL BE RESOLVED BY INDIVIDUAL (NOT CLASSWIDE, COLLECTIVE, OR REPRESENTATIVE) BINDING ARBITRATION OR IN SMALL CLAIMS COURT. This agreement to arbitrate does not apply to disputes pertaining to ARMOUR’s intellectual property rights. Any question as to whether a Dispute is subject to the mandatory arbitration provisions of this section is to be decided by applying the provisions of the Federal Arbitration Act, Title 9 of the U.S. Code (“FAA”).

17.2. Before initiating arbitration, the party seeking to bring a Dispute must provide the other party with written notice setting forth: (i) the nature of the Dispute, (ii) the specific relief sought, (iii) the factual basis for the claim, (iv) the claimant’s name, mailing address, and email, and (v) a declaration, personally signed by the claimant (and by counsel, if represented) (a “Notice of Dispute”). You must send your Notice of Dispute to ARMOUR to the mailing address below. ARMOUR will send its Notice of Dispute to the contact information associated with your account. The parties agree to attempt to resolve the dispute informally for a period of sixty (60) days following receipt of the Notice of Dispute (the “Informal Resolution Period”). During the 60-day Informal Resolution Period, the parties will meet via telephone or videoconference, in a good-faith effort to confer with each other and try to informally resolve the Dispute. If you are represented by counsel, your counsel may participate in the conference as well, but you agree to fully participate in the conference personally. Likewise, if ARMOUR is represented by counsel, our counsel may participate in the conference as well, but ARMOUR agrees to have a company representative fully participate in the conference. Arbitration may not be commenced before this period concludes.  If the Dispute is not resolved within the Informal Resolution Period, either party may initiate arbitration as provided in this Section 17.  This pre-arbitration notice requirement is a condition precedent to arbitration and failure to satisfy the requirements of the Informal Resolution Period is grounds for dismissal of any arbitration proceeding.  The statute of limitations relevant to a Dispute under applicable law shall be tolled from receipt of a complete Notice of Dispute, unless the noticing party withdraws or abandons the dispute or the arbitration is withdrawn or dismissed.

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17.3. Any dispute not resolved through the 60-day Informal Resolution Period (Section 17.2 above) must be brought on an individual basis and resolved exclusively by final and binding arbitration before a single arbitrator mutually selected by the parties (the “Arbitrator”). A party may initiate arbitration by delivering a demand containing all information required in the Notice of Dispute to ARMOUR at the mailing address below. The parties will meet and confer in good faith to select an Arbitrator and applicable fee schedule subject to the provisions in this Section 17. For purposes of this Section, good-faith meet-and-confer efforts require that each party propose at least three arbitrators with experience in the subject matter of the Dispute. If the parties fail to agree on an Arbitrator within 60 days, either party may petition the state or federal courts in the county and state where you reside to appoint an Arbitrator, meeting the requirements herein, from those proposed by the parties.  For disputes brought by business entities or individuals using the Services in connection with a business or commercial purpose, the Arbitration shall be governed by the AAA's Commercial Arbitration Rules then in effect, in each case, except as modified by this Section 17.

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17.4. You shall not be required to pay a filing fee greater than the then-current fee to file a civil complaint in federal court. Except as otherwise provided by law or this section, each party shall bear its own attorneys’ fees and costs.  If the Arbitrator finds that the costs and fees of an Arbitration you initiate will be prohibitive for you as compared to the costs of litigation in court, we will pay as much of your filing, arbitrator, and hearing fees in the Arbitration as the Arbitrator deems necessary to prevent the Arbitration from being cost prohibitive, regardless of the outcome of the Arbitration. However, if the Arbitrator finds that your Dispute was frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), you shall reimburse us for any fees and costs that were advanced by us on your behalf. You may hire an attorney to represent you in Arbitration. You may only recover your attorneys’ fees and costs in the Arbitration if (i) the Arbitration is decided in your favor and to the extent that you could have recovered those fees in court in accordance with the law or statute(s) that apply to the case or (ii) the Arbitrator finds that any Dispute we bring against you was frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). Notwithstanding anything in this Arbitration provision to the contrary, we will pay all fees and costs that we are required by law to pay.

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17.5. Any Arbitration under this arbitration provision shall be governed by the FAA. Arbitrations shall be administered pursuant to the most recent version of the American Arbitration Association (“AAA”) Consumer Arbitration Rules and Mass Arbitration Supplementary Rules (the “AAA Rules”), with the exclusion of any associated fee schedules and as modified by the version of this arbitration provision that is in effect when you notify us about your Dispute, unless the parties mutually agree to use an arbitration provider other than the AAA. The selection of the AAA Rules is meant to govern procedural issues only, and such selection does not mean that AAA will administer the Arbitration or appoint the Arbitrator.  You can obtain the AAA Rules from the AAA by visiting its website (www.adr.org). If there is a conflict between this arbitration provision and the rest of these Terms, this arbitration provision shall govern. If there is a conflict between this arbitration provision and the AAA Rules, this arbitration provision shall govern. A single Arbitrator will resolve the Dispute. The arbitration shall take place in Miami, Florida, unless the parties mutually agree otherwise or the Arbitrator determines that such location would impose an undue hardship, in which case the arbitration may be conducted by telephone, videoconference, or other remote means. The parties may mutually agree that the Arbitration be conducted via electronic or telephonic means, including via the submission of documents only through a desk Arbitration as described in the AAA Rules. The Arbitrator’s award may be entered in any court having jurisdiction only if necessary to enforce the award; an award that has been fully satisfied shall not be entered in any court. The parties shall maintain the confidentiality of the arbitration proceeding and the award, including the hearing, except as necessary to prepare for or conduct the hearing on the merits, in connection with a court application for a preliminary remedy or a judicial challenge to or enforcement of an award, or as otherwise required by law or judicial decision.

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17.6. The Arbitrator shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement (Section 17), including any claim that all or any part of this arbitration agreement is void or voidable. The Arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The Arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based.

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17.7. IN ADDITION TO, AND NOTWITHSTANDING THE ARBITRATION PROVISION ABOVE, AND TO THE EXTENT ALLOWABLE BY APPLICABLE LAW, YOU AGREE THAT ANY CLAIMS, WHETHER BROUGHT IN COURT OR ARBITRATION, UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; YOU AND ARMOUR AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ARBITRATION OR CLASS ACTION.

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17.8. WHETHER ANY CLAIM OR DISPUTE IS RESOLVED IN COURT OR IN ARBITRATION, YOU AND WE AGREE TO WAIVE THE RIGHT TO A TRIAL BY JURY IN RELATION TO ANY SUCH CLAIM OR DISPUTE.

You agree that we have the right and discretion, but not obligation, to monitor any activity and content associated with our Services and Services Content. We may investigate any reported violation of these Terms or complaints relating to the Services and Services Content, and may take any action that we believe, in our sole discretion, is appropriate including, but not limited to, removing materials from the Services and terminating/suspending your access to the Services. We also may report to law enforcement authorities or other appropriate parties, behaviors that we suspect may be harmful to yourself or others, as necessary, and within our sole discretion.

These Terms shall not be assignable, either in whole or in part, by you. We reserve the right to assign the rights and obligations under these Terms for any reason and in our sole discretion.

These Terms shall be governed in all respects by the laws of the State of Florida, without giving effect to its conflicts of law provisions.

You acknowledge and agree that we may be irreparably damaged if these Terms are not specifically enforced, and damages at law would be an inadequate remedy. Therefore, in the event of a breach or threatened breach of any provision of these Terms by you, we shall be entitled, without prejudice to any other rights and remedies that may be sought under the dispute resolution provision of these Terms, to an injunction restraining such breach or threatened breach, without being required to show any actual damage or to post an injunction bond, and/or to a decree for specific performance of the provisions of these Terms.

ARMOUR may terminate or suspend the Services and/or your account immediately, without prior notice or liability, if ARMOUR believes you have violated the Terms or for any other reason in ARMOUR’s sole discretion. You agree that ARMOUR shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Services. In addition to any right or obligation that by its nature or intent is intended to survive any termination or expiration of these Terms, the following provisions shall survive: (i) Section 5 (ARMOUR Ownership; Reservation of Rights); (ii) Section 6 (User Content); (iii) Section 12 (Prohibited Uses); (iv) Section 14 (Disclaimers); (v) Section 15 (Limitation of Liability); (vi) Section 16 (Indemnity); (vii) Section 17 (Dispute Resolution); (viii) Section 20 (Governing Law); (ix) Section 21 (Injunctive Relief); and (x) this Section 22 (Termination; Survival).

If you believe that any Services Content constitutes copyright infringement, or violates intellectual property rights, please provide ARMOUR notice containing the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest that has allegedly been infringed; (ii) identification of the copyrighted work or other intellectual property that you claim has been infringed; (iii) identification of the material that is claimed to be infringing and information reasonably sufficient to permit ARMOUR to locate the material; (iv) your address, telephone number, and email address; (v) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf. You may send your claims of copyright or other intellectual property infringement to:

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Gordon Harper

Chief Financial Officer

investor@armourreit.com

3001 Ocean Drive, Suite 201

Vero Beach, FL 32963

The Services are operated from the United States of America (the “U.S.”) and is intended for U.S. residents only. When using the Services, you must obey all applicable U.S. federal, state, and local laws.

These Terms set forth the entire understanding and agreement between you and us with respect to the subject matter hereof and supersede any prior or contemporaneous understanding, whether written or oral.

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

ARMOUR shall not be liable hereunder by reason of any failure or delay in the performance of its obligations, due to any cause which is beyond its reasonable control and not avoidable through the exercise of reasonable diligence, including, by way of example, but only to the extent beyond the reasonable control of a party and not avoidable through the exercise of reasonable diligence: strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, terrorism, war, governmental action, earthquakes, pandemics and other public health emergencies.

For questions, please contact us at:

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Gordon Harper

Chief Financial Officer

investor@armourreit.com

3001 Ocean Drive, Suite 201

Vero Beach, FL 32963