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Mobile Application Terms and Conditions

This Mobile Application Terms and Conditions document (this “Agreement”) is a binding agreement between you (“End User” or “you”) and Prime Street, LLC, a Virginia limited liability company (“PrimeStreet”). This Agreement governs your use of the PrimeStreet™ mobile application (including all related documentation, the “Application”), through which PrimeStreet may match and connect you with prospective, pre-screened buyers and sellers of residential real estate (each such prospective, pre-screened buyer or seller, a “Referral”).  The Application is licensed, not sold, to you. You and PrimeStreet acknowledge that this Agreement is between only you and PrimeStreet and that the provider of the platform on which the Application is offered (“Platform Provider”) is not a party to this Agreement and is not responsible for the Application, the content thereon or the maintenance or support thereof.

BY USING THE APPLICATION, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE APPLICATION AND DELETE IT FROM YOUR MOBILE DEVICE.‌

  1. License Grant.  Subject to the terms of this Agreement and the Agent Agreement you have entered into with PrimeStreet (the “Agent Agreement”), PrimeStreet grants you a limited, non-exclusive, nontransferable, revocable license to: (a) download, install, and use the Application for your individual use on a single mobile device owned or otherwise controlled by you (“Mobile Device”), and (b) access, download and use on such Mobile Device the Content and Services (as defined in Section 5) made available in or otherwise accessible through the Application, in each case strictly in accordance with this Agreement and the Agent Agreement and solely to facilitate your receipt and management of Referrals from PrimeStreet and for no other purpose.
  2. License Restrictions.  You shall not:
    1. copy the Application;
    2. modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application;
    3. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;
    4. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof;
    5. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time; or
    6. remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application. 
  3. Reservation of Rights.  You acknowledge and agree that PrimeStreet has expended significant effort and resources to collect and screen Referrals and that the Referrals and data related thereto form a valuable part of PrimeStreet’s business.  You acknowledge and agree that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest in, or any other rights to, the Application, the Referrals or any data related thereto under this Agreement other than to use the Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. PrimeStreet reserves and shall retain its entire right, title, and interest in and to the Application, the Referrals and any data related thereto, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
  4. Collection and Use of Your Information.  You acknowledge that when you download, install, or use the Application, PrimeStreet may use automatic means to collect information about your Mobile Device and about your use of the Application. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Application or certain of its features or functionality, and the Application may provide you with opportunities to share information about yourself. All information we collect through or in connection with this Application is subject to our Privacy Policy. By downloading, installing, using, and providing information to or through this Application, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.  Without limiting the foregoing, you acknowledge and agree that PrimeStreet may freely collect, store, use and distribute any data generated through your use of the App, including, without limitation, data related to sales price, interactions with Referrals and your physical location (collectively, “Usage Data”), including, without limitation, to improve the performance of its matching algorithms and software, to develop additional products, and for its internal business purposes; provided, however, PrimeStreet shall not distribute to any third party, other than your broker and any agents also employed or affiliated with your broker, any Usage Data that is identifiable to you.  For the avoidance of doubt, PrimeStreet may use and disclose without restriction Usage Data on an aggregated, anonymized basis. If you choose to provide testimonial information about our products or services, we may publish, copy and otherwise use, without restriction, any such testimonial information that you submit.  PrimeStreet may, but is not required to, identify you as the author of the testimonial for marketing and business development.
  5. Content and Services.  PrimeStreet may provide you with certain products and services, features, functionality, and/or content accessible on or through the Application, including, without limitation, PrimeStreet’s matching and connecting you with Referrals (collectively, “Content and Services”). Your access to and use of such Content and Services are governed by the Agent Agreement you have signed with PrimeStreet.  Any violation of such Agent Agreement will also be deemed a violation of this Agreement.  
  6. Geographic Restrictions.  The Content and Services are based in the Commonwealth of Virginia in the United States and provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access all or some of the Content and Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Content and Services from outside the United States, you are responsible for compliance with local laws.
  7. Updates.  PrimeStreet may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that PrimeStreet has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either: (a) the Application will automatically download and install all available Updates; or (b) you may receive notice of or be prompted to download and install available Updates. You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.
  8. Third-Party Materials.  The Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services (“Third-Party Materials”). You acknowledge and agree that PrimeStreet is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. PrimeStreet does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.
  9. Term and Termination.
    1. The term of this Agreement commences when you download the Application and will continue in effect until terminated by you or PrimeStreet as set forth in this Section 9.
    2. You may terminate this Agreement by deleting the Application and all copies thereof from your Mobile Device. For the avoidance of doubt, no termination of this Agreement shall terminate or relieve you of any of your obligations under your Agent Agreement.
    3. PrimeStreet may terminate this Agreement at any time without notice if it ceases to support the Application, which PrimeStreet may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement or your Agent Agreement, or if your Agent Agreement has terminated.
    4. Upon termination:  (i) all rights granted to you under this Agreement will also terminate; and (ii)  you must cease all use of the Application and delete all copies of the Application and any information or content drawn therefrom from your Mobile Device and account.
    5. Termination will not limit any of PrimeStreet’s rights or remedies at law or in equity.
    6. For the avoidance of doubt, Sections 10 through 25 will survive the termination of this Agreement.
  10. Confidentiality.  PrimeStreet may provide to you certain confidential or proprietary information, including, without limitation, information or data related to Referrals (“Confidential Information”). You shall protect and not disclose any Confidential Information, and you shall use such Confidential Information only to the extent necessary to perform your obligations and/or exercise your rights hereunder. Upon the termination of this Agreement, except as set forth herein, you shall destroy all copies of any Confidential Information in your possession and, upon PrimeStreet’s request, certify in writing such destruction to PrimeStreet.
  11. Disclaimer.  THE APPLICATION AND THE CONTENT AND SERVICES ARE PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, PRIMESTREET, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, INCLUDING, WITHOUT LIMITATION, PLATFORM PROVIDER, EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, NEITHER OF PRIMESTREET OR PLATFORM PROVIDER PROVIDES ANY WARRANTY OR UNDERTAKING, AND NEITHER MAKES ANY REPRESENTATION OF ANY KIND THAT THE APPLICATION OR THE CONTENT AND SERVICES WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT PRIMESTREET CANNOT AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY AS TO THE NUMBER OR QUALITY OF REFERRALS.
  12. Limitation of Liability.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, (a) PRIMESTREET SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, EXEMPLARY OR OTHER SIMILAR DAMAGES OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR RELATING TO THE APPLICATION OR THE CONTENT AND SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PRIMESTREET SHALL NOT BE LIABLE FOR ANY LOST PROFITS OR REVENUE, INCLUDING, WITHOUT LIMITATION, ANY SUCH LOSSES INCURRED AS A RESULT OF LOSS OF USE OF THE APPLICATION AND/OR THE CONTENT AND SERVICES, LOSS OR DISCLOSURE OF DATA (HOWEVER CAUSED), BUSINESS INTERRUPTION, COST OF RECOVERING SOFTWARE OR DATA OR OTHER SIMILAR COSTS); AND (b) PRIMESTREET’S TOTAL LIABILITY FOR ALL CLAIMS OF ANY KIND IN RESPECT OF THE APPLICATION AND THE CONTENTS AND SERVICES, REGARDLESS OF THE FORM IN WHICH ANY CLAIM MAY BE BROUGHT, SHALL NOT EXCEED (IN THE AGGREGATE) THE TOTAL REFERRAL FEES PAID TO PRIMESTREET UNDER YOUR AGENT AGREEMENT DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH CLAIMS. 
  13. Indemnification.  You are solely responsible for your use of the Application and the Content and Services and for any services you provide to a Referral. You agree to indemnify, defend, and hold harmless PrimeStreet and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to (a) your use of the Application and/or the Content and Services, (b) your breach of any representations, warranties, covenants or other terms and conditions set forth in the Agent Agreement or this Agreement, (c) your provision of services to, or any other interaction with, any Referral, or (d) your violation of or failure to comply with any applicable law, rule or regulation.
  14. Remedies for Infringement.  In the event that PrimeStreet determines, in its sole discretion, that the use of the Application or the Content and Services in accordance with the terms of this Agreement is, or may be held to be, infringing or otherwise in violation of any intellectual property right of any third party, then PrimeStreet may at its option and expense either (a) use commercially reasonable efforts to procure for you the right to continue to use the Application or the Content and Services as provided in this Agreement, or (b) use commercially reasonable efforts to replace or modify the Application or the Content and Services with a version that is non-infringing but that performs substantially similar functions.  While pursuing either option, PrimeStreet may at its option suspend access to all or any part of the Application or the Content and Services.  In the event that neither of the foregoing options is commercially viable in the sole judgment of PrimeStreet, PrimeStreet may cancel the provision to you of the Application or the Content and/or Services.  This Section 14 states your sole and exclusive remedies in the event of infringement by the Application or the Content and Services.
  15. Export Regulation.  The Application may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Application available outside the US. You hereby represent and warrant that you are not located in a country that is subject to a US government embargo, or that has been designated by the US government as a “terrorist supporting” country and you are not listed on any US government list of prohibited or restricted parties
  16. Severability.  If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
  17. Governing Law.  This Agreement is governed by and construed in accordance with the internal laws of the Commonwealth of Virginia without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the federal courts of the United States or the courts of the Commonwealth of Virginia in each case located in Norfolk, Virginia. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
  18. Limitation of Time to File Claims.  ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
  19. Entire Agreement.  This Agreement, your Agent Agreement, the Privacy Policy, and the applicable terms of your broker’s Broker Agreement with PrimeStreet constitute the entire agreement between you and PrimeStreet with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application. You must comply with and are solely responsible for any third party terms of agreement applicable to your access or use of the Application, such as your agreement with your wireless carrier. 
  20. Waiver.  No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. 
  21. Third-Party Beneficiary.  You and PrimeStreet acknowledge and agree that Platform Provider and its subsidiaries are third party beneficiaries of this Agreement and shall have the right to enforce this Agreement against you. You and PrimeStreet further acknowledge and agree that Platform Provider shall not be responsible for addressing, investigating, defending, settling or discharging any claims by you or any third party relating to the Application, including, without limitation, any claim that the Application infringes any third party’s intellectual property rights. 
  22. Amendment.  PrimeStreet may, at any time and from time to time, propose amendments to this Agreement by delivering to you written notice (which may be via the Application or any other reasonable method) of PrimeStreet’s proposed amendments, and if you do not object to such amendments by delivering to PrimeStreet written notice of objection within thirty (30) days after you receive notice of the proposed amendments, then such amendments will be deemed accepted and agreed to by you and this Agreement shall be automatically amended to include such amendments.
  23. No Partnership.  Nothing herein shall (or shall be construed to) create a partnership, joint venture or agency relationship between the parties hereto.  You shall have no authority to enter into agreements of any kind on behalf of PrimeStreet and shall have no power or authority to otherwise bind or obligate PrimeStreet to any third party in any manner.  
  24. Non-Exclusive.  All rights and licenses granted by PrimeStreet to you are non-exclusive, and PrimeStreet may in its sole discretion grant to others rights and licenses to use or access the Application and/or the Content and Services.  
  25. Address for Notices.  Questions, complaints or claims by you with respect to the Application must be directed to Prime Street, LLC, 150 Granby Street, Norfolk, Virginia 23510.