Priime Terms of Use

Last Revised: April 1st, 2016

The following terms (the “Terms of Use”) govern the use of Priime, Inc.’s (“Priime,” “we,” or “us”) website available at www.priime.com and all content or information therein and any subdomains thereof (collectively, the “Website”), mobile application, Mobile Software and Software (each as defined below) and services (collectively the “Service”). Please read this Terms of Use carefully before using the Service. By accessing or using the Service, you agree to be bound by this Terms of Use and by our Privacy Policy located at www.priime.com/privacy. If you do not agree to the terms and conditions of this Terms of Use, you may not use the Service. This Terms of Use applies to all visitors, users, and others who access the Service (“Users”). Priime may modify or update this Terms of Use from time to time. It is your sole responsibility to check the Service from time to time to view any such changes in this Terms of Use. When we change this Terms of Use in a material manner, we will notify you by email or by posting an announcement on the Service. Your continued use of the Service after any change constitutes your acceptance of the new Terms of Use. If you do not agree to any of these terms or any future Terms of Use, you may not use or access (or continue to access) the Service. THIS TERMS OF USE CONTAINS A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

USE OF THE SERVICE

Eligibility. The Service is not directed at children younger than 13 years of age. If you are under 18 years of age, you should review the Terms with your parent or guardian and ensure that you both understand it. The Service is intended solely for Users who are 13 years of age or older, and any use or access to the Service by anyone under 13 is strictly prohibited and in violation of this Terms of Use. Priime does not knowingly collect, use or solicit personal information about or from children aged 13 or younger. If we learn that Priime has collected information from a child aged 13 or younger, we will delete that information as quickly as possible. By using the Service, you represent to us that you are 13 years of age or older and are legally competent to enter into and agree to this Terms of Use. Certain Restrictions. You shall not engage in any of the following activities in connection with the Service (including any mobile application): (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the Priime servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser or mobile device (except that Priime grants the operators of public search engines revocable permission to use spiders to copy materials from for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information, including names, from the Service; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; or (xii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein. Changes, Suspension of Access, and Certain Terminations. We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service (including the right to cancel any mobile application or hosted sites) without notice and liability for any reason, including if in our sole determination you violate any provision of this Terms of Use, or for no reason. Upon termination for any reason or no reason, your right to use the Service will immediately cease. If you wish to terminate your use of the Service, you may notify Priime at hello@priime.com or simply discontinue using the Service. All provisions of this Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnification obligations and limitations of liability. Priime expressly reserves the right to review every User for excessive space and bandwidth utilization, and to terminate or apply additional fees to those Users that exceed allowed levels, in our sole discretion. Certain Disputes. We reserve the right, but have no obligation, to monitor disputes between you and other Users. You are solely responsible for your interactions with other Users. Priime will have no liability for your interactions with other Users, or for any User’s action or inaction, and you hereby release us from any claims arising from any of the foregoing.

LICENSE GRANTS AND RESTRICTIONS

Service. Subject to the terms and conditions of this Terms of Use, Priime grants you a non-exclusive, non-transferable license to use the Service for your personal, noncommercial use only and as permitted by the features of the Service. Priime reserves all rights not expressly granted herein in the Service and the Priime Content (as defined below). Software. We may make available software to access the Service via the Website or a mobile device (“Software”). To use the Software you must have a device that is compatible with the Service (e.g., to use the Software on a mobile device, you must have a mobile device that is compatible with the mobile Service). Priime does not warrant that the Software will be compatible with your computer or mobile device. Priime hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Software on one computer and one mobile device owned or leased solely by you, for your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Software, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Software to any third party or use the Software to provide time sharing or similar services for any third party; (iii) make any copies of the Software; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Software, features that prevent or restrict use or copying of any content accessible through the Software, or features that enforce limitations on use of the Software; or (v) delete the copyright or other proprietary rights notices on the Software. You acknowledge that Priime may from time to time issue upgraded versions of the Software, and may automatically electronically upgrade the version of the Software that you are using on your computer or mobile device. You consent to such automatic upgrading on your computer and mobile device, and agree that the terms and conditions of this Terms of Use will apply to all such upgrades. Any third-party code that may be incorporated in the Software is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Software or any copy thereof, and Priime or its third party partners or suppliers retain all right, title, and interest in the Software (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Terms of Use, is void. Priime reserves all rights not expressly granted under this Terms of Use. The Software originates in the United States, and is subject to United States export laws and regulations. The Software may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Software may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Software and the Service. ITunes Software. The following also applies to any Software you acquire from the iTunes App Store provided by Apple, Inc. (“Apple”) (such Software, “iTunes-Sourced Software”): You acknowledge and agree that this Terms of Use is solely between you and Priime, not Apple, and that Apple has no responsibility for the iTunes-Sourced Software or content thereof. Your use of the iTunes-Sourced Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iTunes-Sourced Software. In the event of any failure of the iTunes-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the iTunes-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iTunes-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this Terms of Use and any law applicable to Priime as the provider of the iTunes-Sourced Software. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the iTunes-Sourced Software or your possession and/or use of the iTunes-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the iTunes-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by this Terms of Use and any law applicable to Priime as provider of the iTunes-Sourced Software. You acknowledge that, in the event of any third party claim that the iTunes-Sourced Software or your possession and use of that iTunes-Sourced Software infringes that third party’s intellectual property rights, Priime, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Terms of Use. You and Priime acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Terms of Use as relates to your license of the iTunes-Sourced Software, and that, upon your acceptance of the terms and conditions of this Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce this Terms of Use as relates to your license of the iTunes-Sourced Software against you as a third party beneficiary thereof. Beta Access. We may make available software and/or services that are not yet generally commercially released (collectively referred to as the “Beta Access”). The rights granted by Priime under this Terms of Use with respect to the Beta Access will automatically terminate upon the release of a generally commercially available version of the applicable software or service or will terminate as otherwise set forth in this Terms of Use or as determined by Priime. You agree not to disclose or make available to any third party any software of service made available pursuant to Beta Access. PRIIME PROVIDES THE BETA ACCESS TO YOU “AS IS” AND MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO THE BETA ACCESS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

INTELLECTUAL PROPERTY RIGHTS

The Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music (the “Priime Content”), and all intellectual property rights related thereto, are the exclusive property of Priime and its licensors. Except as explicitly provided herein, nothing in this Terms of Use will be deemed to create a license in or under any such intellectual property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Priime Content. Use of the Priime Content for any purpose not expressly permitted by this Terms of Use is strictly prohibited. Priime, Priime.com and other Priime graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, common law trademarks or trade dress of Priime. Priime’s trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Priime. Notwithstanding the foregoing, partners and third party sites may use the images and icons available in the Priime icon pack located at on the Website solely in connection with providing appropriate links to the Website. You may not use the Priime marks in connection with any product or service in any manner that is likely to cause confusion or create the impression that Priime endorses any product or service. You may choose to or we may invite you to submit feedback, modifications, suggestions, improvements, comments, ideas, or the like about the Service, including without limitation about how to improve the Service or our other products (“Ideas”). You hereby grant to Priime a world-wide, royalty free, irrevocable, perpetual license to use, incorporate and otherwise exploit any Ideas in connection with the Service and any of Priime’s or any of its successors’ or affiliates’ businesses, products, technology, services, specifications or other documentation. You may choose to use the Service in connection with your posting of photographs on third-party websites (“User Photos”) in accordance with this Terms of Use. Priime may contact you via email to request permission to use certain of your User Photos. If you approve any such request to use certain of your User Photos, you hereby grant to Priime a world-wide, royalty free, irrevocable, perpetual license to use, incorporate and otherwise exploit such User Photos expressly in connection with the Service and any of Priime’s or any of its successors’ or affiliates’ businesses, products, technology, services, specifications or other documentation. Priime will use commercially reasonable efforts to credit your User Photos to you by: (i) linking such User Photos to your post of such photos on the applicable third-party website, and (ii) attributing such User Photos to you.

PAYMENT AND RELATED TERMS

Billing. Certain products or services offered on or through the Service may be provided for a fee or other charge. If you elect to purchase products or services on or through the Service, or to use paid aspects of the Service, you agree to the pricing and payment terms, as we may update them from time to time. Priime may add new products and services for additional fees and charges, or amend fees and charges for existing products and services, at any time in its sole discretion. THERE ARE NO REFUNDS FOR ANY PRODUCTS OR SERVICES PURCHASED ON OR THROUGH THE SERVICE. In the event that Priime suspends or terminates your use of the Service or this Terms of Use, you understand and agree that you will receive no refund or exchange of any kind, including for any unused credits, any license or subscription fees for any portion of the Service, any content or data associated with your use of the Service, or for anything else. Payment Processors. All financial transactions made in connection with the Service will be processed by a third party in accordance with their respective terms of use, privacy policy, and/or any applicable payment terms and conditions. We encourage you to learn about the practices of such third party. In no event will Priime be responsible for the actions or inactions of any third party payment processor, including, but not limited to, system downtime or payment service outages. Payment Information; Taxes. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.

PRIVACY

By using the Service you consent to the collection, use and disclosure of your personally identifiable information and aggregate data as set forth in our Privacy Policy and to have your personally identifiable information collected, stored, used, transferred to and processed in the United States.

THIRD-PARTY LINKS

The Service may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Priime. Priime does not endorse or assume any responsibility for any such third-party websites, information, materials, products, or services. If you access a third party website from the Service, you do so at your own risk, and you understand that this Terms of Use and the Privacy Policy do not apply to your use of such websites. You expressly acknowledge and agree that Priime shall not be responsible or liable, directly or indirectly, for any damage or loss arising from your use of any third-party website, service, or content.

INDEMNITY

You agree to indemnify and hold Priime, its affiliates, or its or their directors, officers, employees, agents, suppliers or licensors (each, an “Indemnitee”) harmless from any damages, liabilities, claims or demands (including costs and attorneys’ fees) made by any third party due to or arising out of your violation of this Terms of Use. Priime reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify an Indemnitee under this Terms of Use and you agree to cooperate with our defense of such claims. You agree not to settle any such claim without Priime’s prior written consent. Priime will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

NO WARRANTY

The Service may be unavailable from time to time for maintenance or other reasons. Priime shall have no responsibility for any interruption, delay in operation or transmission, theft or destruction of, unauthorized access to, or alteration of, any content made available via the Site. ALL USE OF THE WEBSITE AND THE SERVICE IS AT YOUR OWN RISK. THE SERVICE AND ANY CONTENT AND INFORMATION PRESENTED ON THE WEBSITE OR VIA THE SERVICE ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, TIMELINESS, ACCURACY, COMPLETENESS, RELIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR SAFETY. PRIIME MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE WEBSITE, PRIIME CONTENT OR SERVICE, OR THE CONTENT OF ANY WEBSITES LINKED TO THE WEBSITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, AND (II) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION OR FINANCIAL INFORMATION STORED THEREIN. PRIIME DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY SERVICE OR PRODUCT ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR OTHER ADVERTISING, AND PRIIME WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES, OTHER THAN AS EXPRESSLY PROVIDED HEREIN. WITHOUT LIMITING THE FOREGOING, NEITHER PRIIME NOR ITS AFFILIATES OR LICENSORS WARRANT THAT ACCESS TO THE WEBSITE, PRIIME CONTENT, AND SERVICE WILL BE UNINTERRUPTED OR THAT THE WEBSITE, PRIIME CONTENT AND SERVICE WILL BE ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE. NEITHER PRIIME NOR ITS LICENSORS WARRANT THAT THE SERVICE IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. PRIIME IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF YOU OR ANY USER. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES WILL PRIIME, ITS AFFILIATES, OR ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PERSON CLAIMING THROUGH OR UNDER YOU FOR ANY LOSS OF PROFIT, REVENUE, GOODWILL, BUSINESS OPPORTUNITY OR ANTICIPATED SAVINGS OR LOST DATA, OR FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, ARISING FROM YOUR ACCESS OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICE, INCLUDING THE WEBSITE AND MOBILE APPLICATION, OR ANY OF THE PRIIME CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE WEBSITE OR MOBILE APPLICATION, EVEN IF PRIIME IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, PRIIME SHALL HAVE NO LIABILITY FOR ANY LOSS OR DAMAGE ARISING FROM OR IN RELATION TO HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS TO OR USE OF THE SERVICE, OR YOUR INTERACTIONS WITH PRIIME OR ANY OTHER USE OF THE SERVICE. IN NO EVENT SHALL PRIIME’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED US $100. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. YOU AGREE THAT THE ABOVE LIMITATIONS OF LIABILITY TOGETHER WITH THE OTHER PROVISIONS IN THESE TERMS OF USE THAT LIMIT LIABILITY ARE ESSENTIAL TERMS OF THESE TERMS OF USE AND THAT PRIIME WOULD NOT BE WILLING TO GRANT YOU THE RIGHTS SET FORTH IN THIS TERMS OF USE BUT FOR YOUR TERMS OF USE TO THE ABOVE LIMITATIONS OF LIABILITY; YOU ARE AGREEING TO THESE LIMITATIONS OF LIABILITY TO INDUCE PRIIME TO GRANT YOU THE RIGHTS SET FORTH IN THIS TERMS OF USE. Some states do not allow the exclusion or limitation of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you. The Service is made available from its facilities in the United States. Priime makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.

ARBITRATION

ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THIS TERMS OF USE OR THE SERVICE WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT IF YOUR CLAIMS QUALIFY. THE FEDERAL ARBITRATION ACT, 9 U.S.C. §§1 ET. SEQ. (“FAA”) AND FEDERAL ARBITRATION LAW APPLY TO THESE TERMS OF USE. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. HOWEVER, AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF OR STATUTORY DAMAGES), AND MUST FOLLOW THE TERMS OF THESE TERMS OF USE AS A COURT WOULD. If you intend to seek arbitration you must first send written notice to Priime’s legal department of your intent to arbitrate (“Notice”). The Notice to Priime should be sent by U.S. Postal Service certified mail to Legal Department, Priime, Inc., 440 Brannan Street, San Francisco, CA 94107. The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought. The arbitration will be conducted by the International Institute for Conflict Prevention and Resolution (“CPR”), in accordance with the CPR Rules for Administered Arbitration. The CPR Rules for Administered Arbitration are available at www.cpradr.org or by calling 1-212-949-6490. The arbitration will be conducted by a panel of three arbitrators, of whom each party shall designate one, with the third arbitrator to be designated by the two party-appointed arbitrators. Such arbitration shall be conducted in San Francisco, California, in the English language. The arbitrators shall establish procedures under which each party will be entitled to conduct discovery. The arbitrators shall award only such damages as are permitted to be awarded pursuant to this Terms of Use. The arbitrators must render their award within 30 days following the last hearing scheduled by the arbitrators and at that time state the reasons for their award in writing. Except as set forth below, the arbitral award shall be final, binding and incontestable and judgment thereon may be entered in any court of competent jurisdiction. An appeal may be taken under the CPR Arbitration Appeal Procedure from any final award of an arbitral panel in any arbitration arising out of or related to these Terms that is conducted in accordance with such procedure. Unless otherwise agreed by the parties and the appeal tribunal, the appeal shall be conducted at the place of the original arbitration. Except as otherwise provided for herein, Priime will pay all CPR filing, administration and arbitrator fees. If, however, the arbitrators find that either the substance of your claim or the relief sought is improper or not warranted, as measured by the standards set forth in Federal Rule of Civil Procedure 11(b), then the payment of all such fees shall be governed by the CPR Rules. In such case, you agree to reimburse Priime for all monies previously disbursed by us that are otherwise your obligation to pay under the CPR Rules. WE EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. If for any reason a claim proceeds in court rather than in arbitration we EACH WAIVE ANY RIGHT TO A JURY TRIAL. We also both agree that you or we may bring suit in court for injunctive relief, including to enjoin infringement or other misuse of intellectual property rights.

GOVERNING LAW

This Terms of Use is governed by the FAA and the internal laws of the State of California, without reference to principles of conflicts of laws or choice of law rules. For any actions for which either party retains the right to seek injunctive or other equitable relief, we each agree to submit to the personal jurisdiction of a state court located in San Francisco County, California or the United States District Court for the Northern District of California, and you hereby waive all defenses for lack of personal jurisdiction and forum non conveniens with respect to such courts.

MISCELLANEOUS

Assignment. The rights granted to you under this Terms of Use are not assignable or transferable, in whole or in part. Any attempt to transfer this Terms of Use without the written consent of Priime shall be void and of no force and effect. Priime may freely assign this Terms of Use, whether to an affiliate or to another entity in connection with a corporate transaction or otherwise. This Terms of Use will inure to the benefit of and will be binding upon each party’s successors and permitted assigns. Notices. Priime may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, “push” mobile notification, written or hard copy notice, or through posting of such notice on our Website or Service, as determined by Priime in our sole discretion. Priime reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Terms of Use. Entire Agreement; Severability; Interpretation. This Terms of Use, together with the Privacy Policy, set forth the entire understanding between you and Priime with respect to the matters contained herein and there are no promises, covenants or undertakings other than those expressly set forth herein. If any term, provision, covenant or condition of this Terms of Use is held invalid or unenforceable for any reason, the remainder of the provisions will continue in full force and effect as if this Terms of Use had been executed with the invalid portion eliminated. The parties further agree to substitute for the invalid provision a valid provision that most closely approximates the intent and economic effect of the invalid provision. The headings and captions contained herein will not be considered to be part of this Terms of Use but are for convenience only. Remedies. No delay or omission by Priime to exercise any right or power occurring upon any noncompliance or default by you with respect to any of the terms this Terms of Use shall impair any such right or power or be construed to be a waiver thereof. Any waiver by Priime of any covenant, condition, or agreement to be performed by you shall not be deemed to be a waiver of any prior or subsequent breach of the same, or of any other covenant, condition, or agreement hereunder. Unless stated otherwise, all remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity, or otherwise.

Please contact us at hello@priime.com with any questions regarding this Terms of Use.