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Terms & Conditions

TERMS OF USAGE

SECURITIES LAW AND OFFERINGS

This Website may contain forward-looking statements, including discussion and analysis of our financial condition, 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 Website 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. Please review the risk factors for additional information.

For more information about Phillips Edison-ARC Shopping Center REIT, Inc., (Phillips Edison-ARC), including investment policies, charges, and expenses, ask your financial advisor for a free prospectus, view or download a prospectus, or call RCS at 1-877-373-2522. Please read any such prospectus carefully before you invest or send money. There can be no assurance that the objectives of Phillips Edison-ARC stated in this website will be achieved. There is no guarantee that past performance will be the same as future results. No public market exists for our shares and we have no plans to list on an exchange.

PHILLIPS EDISON-ARC WEBSITE TERMS AND CONDITIONS
Phillips Edison-ARC Shopping Center REIT, Inc., also known as Phillips Edison-ARC, makes this Website (defined below) available to you for your information and as background for the products and services of Phillips Edison-ARC, subject to the following terms and conditions: This Website is offered by Phillips Edison-ARC as a convenience to users of the Website. By accessing the information through the Website made available at http://www.PhillipsEdison-ARC.com ("Website"), 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 Website in accordance with these Website terms and conditions ("Terms and Conditions") and the Website Customer Privacy Policy available for viewing on the Website and hereby incorporated by reference. Your continued use of the Website 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 Website in any manner or attempt to access the Site if you are not willing to be bound and abide by these Site Terms and Conditions. Your continued use of the Website 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 Website; 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 "Website" includes without limitation those parts of the Website that you can access based on your account with the Website, 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 Website (collectively, "Content").

1. LICENSE TO THE CONTENT. Phillips Edison-ARC grants you a limited, nonexclusive, nontransferable license during the Term (defined below) to access the Website 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 Phillips Edison-ARC. Any other use of the Content or the Website is expressly prohibited. All other rights in the Content and the Website are reserved by Phillips Edison-ARC and its licensors. Phillips Edison-ARC reserves all rights in the Website and you agree these Terms and Conditions do not grant you any rights in or licenses to the Website, 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 Website, or in any other way exploit any of the Content or any other part of the Website or any derivative works thereof, in whole or in part for commercial or non-commercial purposes without the express prior written permission of Phillips Edison-ARC. Without limiting the foregoing, you will not frame or display the Website (or any part of the Website) as part of any Website or any other work of authorship without the express prior written permission of Phillips Edison-ARC. 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 Phillips Edison-ARC provided on the Website may change at any time. In addition, eligibility or suitability requirements may apply for access to this information or any transaction with or regarding Phillips Edison-ARC and it may not be available in all geographic areas.

3. WEBSITE ACCURACY. Although Phillips Edison-ARC has tried to provide accurate and timely information on the Website, please be aware that the Website (including without limitation the Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. The information published on the Website is provided as a convenience to visitors and is provided for informational purposes only. If you need specific details about any information contained in our Website, you should contact Phillips Edison-ARC as provided in the "Contact Us" section of the Website. Photographs on this Website are for illustrative purposes only. Investors in Phillips Edison-ARC may not acquire an interest in any of these properties.

4. WEBSITE RESTRICTIONS. As a condition of your use of the Website, you represent and warrant that you shall not use the Website 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 Website. 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 Website. By ways of example, and not as a limitation, you will not use the Website 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 Website that contains viruses, trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious programs; (d) Interfere with or disrupt the Website networks or servers; (e) Harvest or otherwise collect information from the Website about others, including without limitation email addresses, without proper consent; (f) Use the account, login identification, or password of another party to access the Website; (g) Otherwise attempt to gain unauthorized access to the Website, other accounts, computer systems or networks connected to the Website, through password mining or any other means; or (h) Interfere with another individual's or Entity's use or enjoyment of the Website. Phillips Edison-ARC has no obligation to monitor your use of the Website or retain the content of any of your sessions on the Website. By transmitting information through the Website, 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. Phillips Edison-ARC 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. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PHILLIPS EDISON-ARC EXPRESSLY DISCLAIMS ALL WEBSITE WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION REGARDING ANY CONTENT OR OTHER INFORMATION ACCESSED THROUGH THE WEBSITE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE. NO MATERIALS OR OTHER ADVICE OR INFORMATION, WHETHER ORAL, WRITTEN OR IN ANOTHER FORM, OBTAINED BY YOU THROUGH THE WEBSITE 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 WEBSITE 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 WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE IS PROVIDED TO YOU "AS IS."

6. LIMITATIONS OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT PHILLIPS EDISON-ARC AND ITS RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, ADVISORY BOARD MEMBERS, EMPLOYEES (IF ANY), 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 WEBSITE) (COLLECTIVELY, "PHILLIPS EDISON-ARC 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 THE WEBSITE OR THESE TERMS AND CONDITIONS. IN NO EVENT WILL THE TOTAL, AGGREGATE LIABILITY OF THE PHILLIPS EDISON-ARC PARTIES FOR DAMAGES OF ANY TYPE, EXPENSES OR LOSSES UNDER ANY CLAIM, CAUSE OF ACTION, LAWSUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR THE WEBSITE 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 PHILLIPS EDISON-ARC HAS BEEN ADVISED OF THE POSSIBILITY OF THE APPLICABLE DAMAGES. AS SUCH YOU ARE ACKNOWLEDGE AND AGREE THAT THIS LIMITATION OF LIABILITY APPLIES EVEN TO ANY NEGLIGENCE OF THE PHILLIPS EDISON-ARC PARTIES.

7. LINKS WITH OTHER WEBSITES. Phillips Edison-ARC may provide links to other Websites or resources ("Linked Sites"). You acknowledge and agree that Phillips Edison-ARC has no control over and is not responsible for the Linked Sites. Phillips Edison-ARC's reference to or use of tangible or intangible property, a product, service, or process does not imply Phillips Edison-ARC's recommendation, approval, affiliation, or sponsorship of that respective property, product, service, or process. You agree that the Phillips Edison-ARC 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 Website are not permitted without the express prior permission of Phillips Edison-ARC.

8. INDEMNIFICATION. You agree to defend, indemnify, and hold the Phillips Edison-ARC 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 Website, 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. Phillips Edison-ARC may change the Terms and Conditions from time to time. Phillips Edison-ARC 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 Website will terminate in accordance with Section 12 below. Phillips Edison-ARC reserves the right to modify or temporarily discontinue your access to the Website or parts thereof, with or without notice to you. You agree that Phillips Edison-ARC shall not be liable to you or any third-party for any modification to the Website or your access to the Website.

10. INTERNET ACCESS. To use the Website, you must at no cost to Phillips Edison-ARC: (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. INFORMATION RELATING TO PROGRAM SECURITIES. The information contained in the Website relates to Phillips Edison-ARC who is currently publicly offering its securities. Securities are offered by Realty Capital Securities, LLC as dealer-manager, [Member FINRA/SIPC.] Unless otherwise expressly stated, the properties depicted on the Website are for illustrative purposes and are not owned, or intended to be acquired, by any Phillips Edison-ARC. Except as otherwise disclosed in the prospectus as amended, Phillips Edison-ARC has not yet identified any properties for acquisition. There can be no assurance the program's investment objectives will be achieved. A copy of the current version of the prospectus is available on the Website. For those considering an investment in Phillips Edison-ARC, the Website should be read in conjunction with the prospectus in order to fully understand all the implications and risks of the offering of the securities to which it relates. An investment in the securities of Phillips Edison-ARC is subject to substantial risks. These risks include absence of a public market for these securities, lack of an operating history, absence of properties identified for acquisition, limited transferability and lack of liquidity, possibility of substantial delay before distributions are made, reliance on the program's advisor, payment of significant fees to the advisor and its affiliates, potential conflicts of interest, and lack of diversification in property holdings until significant funds have been raised. An investment in the securities of Phillips Edison-ARC is not suitable for all investors. Refer to the prospectus for a more detailed discussion of risks. This Website is neither an offer to sell nor the solicitation of an offer to buy any security, which can be made only by the prospectus, filed or registered with appropriate state and federal regulatory agencies, and sold by broker/dealers authorized to do so. No regulatory agency has passed on or endorsed the merits of this offering. Any representation to the contrary is unlawful. Consult the prospectus and subscription document for suitability standards in your state. NEITHER THE ATTORNEY GENERAL OF THE STATE OF NEW YORK NOR ANY OTHER STATE HAS PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING OF PHILLIPS EDISON-ARC SECURITIES. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

12. TERMINATION. The term ("Term") of these Terms and Conditions shall be until either you or Phillips Edison-ARC terminates your Website account, with or without cause at any time and effective immediately. Phillips Edison-ARC 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 Phillips Edison-ARC 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 Website in any way, your sole and exclusive remedy is to immediately: (1) terminate use of the Website; and (2) notify Phillips Edison-ARC 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 Website immediately cease. Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17 and 18 will survive and remain in full force and effect after termination.

13. ARBITRATION. You agree with Phillips Edison-ARC 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 Phillips Edison-ARC 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.

14. EQUITABLE RELIEF. You acknowledge that any use or threatened use of the Website or Content in a manner inconsistent with these Terms and Conditions shall cause immediate irreparable harm to Phillips Edison-ARC and/or the other Phillips Edison-ARC Entities for which there is no adequate remedy at law. Accordingly, you acknowledge and agree that Phillips Edison-ARC and the other Phillips Edison-ARC 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 Phillips Edison-ARC and the Phillips Edison-ARC 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 Phillips Edison-ARC or any other Phillips Edison-ARC Entities to any remedies at law, including without limitation the recovery of damages from you for breach of these Terms and Conditions, as applicable.

15. ASSIGNMENT. YOU WILL NOT ASSIGN, INCLUDING WITHOUT LIMITATION BY OPERATION OF LAW, CHANGE OF CONTROL OR OTHERWISE, YOUR RIGHTS OR LICENSES TO THE WEBSITE PROVIDED UNDER THESE TERMS AND CONDITIONS, EITHER IN WHOLE OR IN PART WITHOUT THE PRIOR WRITTEN CONSENT OF PHILLIPS EDISON-ARC. PHILLIPS EDISON-ARC 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.

16. COPYRIGHT AND TRADE NAMES. ALL OF THE INFORMATION ON THE WEBSITE, INCLUDING TEXT, IMAGES, GRAPHICS AND SOFTWARE, IS THE PROPERTY OF PHILLIPS EDISON-ARC SHOPPING CENTER REIT, INC., 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 WEBSITE IS THE EXCLUSIVE PROPERTY OF PHILLIPS EDISON-ARC, INC., AND IS LIKEWISE PROTECTED BY COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAWS. YOU MAY VIEW, DOWNLOAD AND REPRINT INFORMATION AND MATERIALS CONTAINED ON THIS WEBSITE (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 Website is Copyright © 2010 Phillips Edison-ARC Shopping Center REIT, Inc. All rights reserved.

The Website features trade names, logos and other trademarks and service marks that are the property of, or are licensed to, Phillips Edison-ARC Shopping Center REIT, Inc. The Website 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 Phillips Edison-ARC Entities. Without limitation the following are proprietary trade names of Phillips Edison-ARC entities owned by Phillips Edison-ARC Shopping Center REIT, Inc.: Phillips Edison-ARC.

17. 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 Phillips Edison-ARC. If to Phillips Edison-ARC: 405 Park Avenue 15th Floor New York, NY 10022 ATTENTION: General Counsel FAX: 212-830-1847 or at such other address as the parties may designate by notice given pursuant to this clause.

18. GENERAL. THE TERMS AND CONDITIONS AND THE RELATIONSHIP BETWEEN YOU AND PHILLIPS EDISON-ARC SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS. Subject to Section 13 (Arbitration), you and Phillips Edison-ARC 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 Phillips Edison-ARC 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. Phillips Edison-ARC shall not be liable for delays or failure to make the Website (including without limitation the Content) available if due to any cause or conditions beyond Phillips Edison-ARC'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. Phillips Edison-ARC agrees to make the Website available hereunder as an independent contractor, and in no event shall the employees and/or agents of Phillips Edison-ARC or any of the other Phillips Edison-ARC 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 constitutes the entire agreement between you and Phillips Edison-ARC (and the other Phillips Edison-ARC Entities) concerning this subject matter, and supersedes and cancels any and all prior or contemporaneous agreements or contracts, whether written or oral.