WHEREAS, the Site is owned and operated by PrimeVest Partners, LLC [PrimeVest] who develops, maintains, and licenses access to the Site as a business management tool allowing real estate investors, lenders and other business owners to facilitate real estate transactions with other Authorized Users of the Site more effectively and efficiently with or without their licensed real estate counsel; and

WHEREAS,registered members wish to use the Site and obtain such related services, and PrimeVest Partners, LLC desires to provide such services to users and user represents and warrants that user has full authority and all rights necessary to enter into and fully perform all user obligations pursuant to this User Agreement; registered members have not and will not enter into any agreement or perform any act which might contravene the purposes and/or effects of this User Agreement; and registered members will not delete any Content.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I.
DEFINITIONS

1.1 Definitions.

For purposes of this Agreement, the definitions set forth below shall be applicable:

“Authorized User” means an individual who is an employee or contractor of User who is acting within the scope of a formal employment or agency relationship and who agrees to be bound by the terms of this Agreement.

“Front End Code” means the user interface display and usability platform. This includes but is not limited to the layout, color scheme, HTML pages and source code etc.

“Back End Code” means the Site application specific source code. This includes but is not limited to the database schema, field definitions, table relationships, marketing automation, work flow management, application methodology, linking and interface coding etc.

ARTICLE II.
OWNERSHIP AND USE

2.1 Grant of License.

Subject to the terms and conditions of this Agreement, PrimeVest Partners, LLC hereby grants to User and User hereby accepts a nonexclusive, nontransferable license to establish Online Access to the Site Software to obtain investment and/or acquisition candidates and deal tracking, document preparation and other related business functions as the Software is may perform.

2.2 Title.

PrimeVest Partners, LLC shall retain all right, title, and interest (including all copyrights, patents pending or patents issued, service marks, trademarks and other intellectual property rights) in and to the Site, including any and all updates, enhancements, customizations, revisions, modifications, future releases and any other changes thereto, and all related information, material and documentation, etc. Except for the license granted pursuant to this Agreement, User shall not acquire any interest in the Site or any other services or materials, or any copies or portions thereof, provided by PrimeVest Partners, LLC or any of its related entities pursuant to this Agreement. User may not decompose, decompile, reverse engineer, disassemble or otherwise deconstruct all or any portion of the Site. User may not publish, broadcast, retransmit, reproduce, repackage, frame, commercially exploit, create any derivative of or otherwise redistribute all or any portion of the Site except as explicitly permitted in this User Agreement. User may discuss information that you learn from the Site with your financial, legal or tax advisors, and others with whom you share investment decisions. User may not remove any copyright, trademark or other proprietary notice or legend contained on (or printed from) the Site.

2.3 User Ownership of prospect, User and employee Data.

Any Users Company-specific Data provided to PrimeVest Partners, LLC hereunder, either in hard copy or electronic format is and shall remain User’s property, subject to the terms set forth herein. Any User criteria for acquiring real estate provided to PrimeVest Partners, LLC can and will be used by PrimeVest Partners, LLC for the purposes of tracking and facilitating transactions with or without User participation. The automated and/or systematic collection of data from www.PrimeVest.us is strictly prohibited.

2.4 PrimeVest Partners, LLC intellectual property ownership and restrictions to product use.

PrimeVest Partners, LLC shall retain all rights to proprietary application development, business and technical methodologies, implementation, business processes and all other aspects of the Site business, application(s) and services. Under no circumstances, will the User be permitted to use any Front or Back End Code to their advantage (or) the advantage of their partner company’s (or) potential partner company’s outside of the intended design and implementation for which the original service subscription agreement was executed. The technology and business methodologies are proprietary and the sole property of PrimeVest Partners, LLC. Any technology or business replication of any aspect of the application or services provided used for the gain of the User or above mentioned business partners or for the use of any level of a competitive nature regarding these proprietary elements is strictly prohibited.

2.5 Terms and Conditions.

The undersigned User hereby knowingly and specifically agrees to comply with all requirements set forth by PrimeVest Partners, LLC as to how the Site will be used including but not limited to the number of users, the method and manner in which the Site is accessed. It is expressly understood the Site is the intellectual property of PrimeVest Partners, LLC and any attempts to copy, duplicate, imitate, share or modify the PrimeVest Analytical Tool will be treated as a patent copyright or trademark infringement. If you violate any of the terms of service and/or any author copyright on www.PrimeVest.us or with the Site, you agree to be held liable at minimum for all attorney fees and statutory damages awarded upon a copyright infringement lawsuit that may be brought against you. Please read Section 504(c)(2)(http://www.copyright.gov/title17/92chap5.html#504).

It is further understood, acknowledged, consented to that the User bears all responsibility for verifying the accuracy and legal validity of all documents generated by the Site including but not limited to Syndication and/or Partnership Agreements, Authorizations, Purchase and Sales Agreements, Deeds, Trust Agreements, Assignment of Trusts, Assignment of Beneficial Interests and Land Trust, Authorization to Release,

Affidavit of Understanding and Addendum to Purchase and Sales Agreement, Agreement and Declaration of Land Trust, Limited Durable Power of Attorney, Escrow Directions, Letter of Interest, Proof of Funds. Furthermore, User agrees to release PrimeVest Partners, LLC and the Site from any and all liability, cost, or expenses User may incur as a result of using any of the documents, procedures, worksheets, formulas, marketing strategies, project estimation, selling system, appraisals and brokers price opinions. It is expressly understood User is using the Site at their own risk and bears all responsibility for any lost, incomplete, or missing data or unsuccessful real estate deals or transactions.

The undersigned User agreement acknowledges that any and all information obtained via the Site
relative to appraisals and brokers price opinion becomes the property of PrimeVest Partners, LLC. User understands the “Deal-flow Aggregation Modules” [“DAM”], “Distressed Asset Pools” [“DAPs”] and the “Traffic Real Estate Deal System” [“TREDS”] of the Site are confidential trade secrets and unique names, concepts, formulas and ideas constituting the intellectual property of PrimeVest Partners, LLC. Any attempts to alter, copy, modify or otherwise infringe upon the intellectual property of PrimeVest Partners, LLC by the User is subject to any and all remedies provided by law.

In an effort to prevent the unauthorized or inadvertent release of any of the concepts, ideas or information contained or provided in the Site to an unintended recipient the parties agree the User limit access to and usage of the Site is for their use only. It is expressly understood each User will adhere to the terms of the Non Disclosure Non Circumvent Agreement which is incorporated by reference into this User Agreement between User and PrimeVest Partners, LLC.

User must keep their password confidential. User may receive a password to access certain restricted areas of the Site. User is solely responsible for maintaining the confidentiality and security of their password. User may not disclose their password to any third party. User accepts full responsibility for any use of your password. User must notify PrimeVest immediately of any actual or suspected loss, theft or unauthorized use of User’s password. PrimeVest is not obligated to inquire as to the authority or propriety of any use of or action taken under User’s password. PrimeVest will not be responsible for any loss to User arising from such use or action or from User’s failure to comply with these provisions.

Upon initial usage and operation of the Site if the User believes that existing software owned by or developed by User is similar in operation, appearance, function, method of use to the Site in any way User shall immediately (within 48 hours) notify PrimeVest Partners, LLC of all such similarities.   Failure to so notify PrimeVest Partners, LLC will be seen as conclusive proof in favor of PrimeVest Partners, LLC in any potential question as to the source of any idea, concept or function in any intellectual property, copyright, trademark or patent dispute.

2.6 Distressed Asset Pools [“DAPs”].

User acknowledges any DAPs provided by the Site are for exclusive use by the User and only one [1] DAP is permitted with the User and/or those named above for the specific time period stated for the purposes of due diligence and/or completion of any transaction to purchase assets in the DAPs, The DAPs remain the sole property of PrimeVest Partners, LLC and cannot be used for any other purpose by User than to actively acquire DAP assets as agreed by the Parties. User and those named above expressly agree not to use any data from DAPs generated by the Site for the purposes of obtaining a listing agreement for the sale of any assets in the DAPs. User warrants that User shall not use any element or component of the Site to create, replace, supplement, or enhance any title, legal, vesting, ownership, or encumbrance report. User further warrants that User shall not use the Site coupled with alternative insurance approaches or products. Any attempt to use the DAPs for any other purpose than to acquire some or all of the assets in the DAPs by the User would be subject to any and all remedies provided by law.

2.7 All Content is for informational purposes only.

Nothing on the Site is an offer or solicitation to buy or sell any security. Although the Site may include investment-related information, nothing on the Site is a recommendation that User purchase, sell or hold any security or other investment, or that User pursue any investment style or strategy. PrimeVest does not give any advice or make any representations through the Site as to whether any security or investment is suitable to User or will be profitable. Nothing on the Site is intended to be, and User should not consider anything on the Site to be, investment, accounting, tax or legal advice

If User would like investment, accounting, tax or legal advice, User should consult with User’s own financial advisors, real estate professionals, accountants or attorneys regarding User’s individual circumstances and needs. There are various risks you assume in relying on the Content. Dated Content speaks only as of the date indicated. PrimeVest makes reasonable efforts to provide accurate Content, but at times PrimeVest may not promptly update or correct the Site even if PrimeVest is aware it is inaccurate, outdated or otherwise inappropriate. PrimeVest may change all or any portion of the Site at any time without notice to User. PrimeVest does not endorse the opinions of, or warrant the accuracy of facts or other Content contributed by, any third party. User agrees PrimeVest is not liable for any action User takes or decision User makes in reliance on any Content.

The amount of data available varies substantially from area-to-area and circumstances may exist or arise which may prevent PrimeVest from providing data or achieving complete representation of all data elements of the Site Content shall not be construed as or constitute a representation as to the condition of title to real property. the Site may not include all recorded conveyances, instruments or documents that impart constructive notice with respect to any chain of title described in Content. User further acknowledges that the sale amount data element of any deed transaction data included in the Content is not available in some states and some such sale amount data are estimates of value based on available data and are not calculated by the Site

2.8 Website Usage.

PrimeVest is not liable for any technological problems and any impact that they may have. All or any portion of the Site may not be available and may not function properly at any time. PrimeVest makes reasonable efforts to avoid technological problems, but at any time the Site may have and may cause technological problems such as viruses and other damaging computer programming routines or engines. PrimeVest takes reasonable security precautions when using the Internet, telephone or other means to transport data or other communications, but PrimeVest disclaims liability for any interception of data or communications. PrimeVest makes reasonable efforts to ensure that the Site is secure but PrimeVest does not guarantee the security of the Site. PrimeVest isnot liable for any damage or injury caused by the performance or failure of performance of all or any portion of the Site. PrimeVest is not liable for any defects, delays or errors in or resulting from User’s use of the Site.PrimeVest is not responsible for information on any third party web site that is referred in, or accessible or connected by hyperlink to, the Site. If User accesses any third party web site through the Site or otherwise, User does so at User’s own risk. Hyperlinks to or from the Site does not constitute third party endorsement of, sponsorship by or affiliation with PrimeVest.

 ARTICLE III.
FEES

3.1 Subscription Fees.

In consideration of the license granted pursuant to Section 2.1, and for the Services, User shall pay PrimeVest Partners, LLC the currently advertised activation fee and the current monthly access fee for Distressed Asset Pools [DAPs]. User shall pay for the Activation and Access Fees immediately upon signing (electronic or actual) this Agreement. Thereafter, PrimeVest Partners, LLC shall charge User’s credit/debit card on a monthly basis for monthly access charges. Any charges not paid when due are subject to interest at a rate equal to the lesser of: (i) one and one-half percent (1.5%) per month; or (ii) the maximum interest rate allowed by applicable law. There is no pro-rated use of the Activation or monthly access fee in the event of cancellation.

3.2 Distressed Asset Pool [DAP] Monthly Rollover Subscription.

• 3.2.1  The monthly rollover subscription is a twelve [12] month commitment by User to pay pre-set fee each month for access to the PrimeVest Analytical Tool [the Site].  User shall pay PrimeVest Partners, LLC the monthly fee (set forth in the attached Order Confirmation) for access to the Site  The fees for DAPs ordered by User via the Site shall draw-down from such monthly fee.
• 3.2.2  Fees for DAPs ordered via the Site are determined by the selection criteria used to create the DAPs.
• 3.2.3  If User does not exhaust its monthly fee during the month, the excess amount shall carry-over to the following month.  This carry-over amount is referred to as the “rollover amount”.
• 3.2.4  If the fee for a DAP exceeds the amount User currently has available on its account, User 1.)  may refine the number of records and total price for the DAP or 2.) purchase a partial set of records included in the search or 3.) contact PrimeVest Partners, LLC to request pricing for additional DAPs.  User will not be allowed to exceed the amount available on its account and will need to contact PrimeVest Partners, LLC to increase their pre-set fee of order additional DAPs.
• 3.2.5 Subscriber Credit Card Payment Option:  If requested by User, PrimeVest Partners, LLC will enable the credit card processing option on User’s DAP account, at which time User will have the option of ordering additional DAPs at the pricing listed in the attached Order Confirmation.  Any purchases made via the Subscriber Credit Card Payment Option, using a credit card as the method of payment, do not count towards any monthly or annual commitment per the this Agreement.
• 3.2.6  At the end of the twelve [12] month term, all unused credits expire and will not longer be available.  For the avoidance of doubt, no refunds are available for unused amounts.

3.3 Licensing Fees.

In consideration of the license granted pursuant to Section 2.1, and for the Services, User shall pay PrimeVest Partners, LLC a licensing fee equal to one percent (1.0%) of the gross purchase price of any and all properties purchased from any D.A.P. provided by the Site User acknowledges this licensing fee is not for real estate brokerage or a real estate sales commission but expressly for the the Site process.

3.4 Real Estate Broker/Agent Commissions Fees.

In no event will PrimeVest Partners, LLC be liable for any real estate Broker/Agent Commission Fees.  User acknowledges PrimeVest Partners, LLC is not a licensed Real Estate Broker/Agent and is not charging fees associated with real estate sales or brokerage. Specifically, PrimeVest Partners, LLC is a real estate data aggregator and charges subscription fees to the Site Distressed Asset Pools [DAPs] and licensing fees as part of a licensing agreement for the use of the Site

3.5 Compliance Audits.

PrimeVest reserves the right, at its own expense, to select an independent auditor to audit User for the purpose of ensuring User’s compliance with the terms and conditions of this Agreement, after providing User with reasonable notice thereof.  If such audit indicates there has been a material breach in User’s compliance of the Agreement, PrimeVest shall provide User with written notice of such material breach.  If User does not cure the breach within ten (10) days of receipt of written notice from PrimeVest, PrimeVest may terminate the Agreement and pursue its other legal remedies.  Should User not cooperate with PrimeVest’s reasonable request to audit for compliance within ten (10) days of notice thereof, PrimeVest may immediately terminate the contract and pursue legal remedies.

ARTICLE IV.
CONFIDENTIALITY

4.1 Confidentiality.

Each party agrees the User company associated Data (referred to herein as the “User Confidential Information”) and any and all documentation and information pertaining to the Site (referred to herein collectively as the “the Site Confidential Information”) is the confidential property of User and PrimeVest Partners, LLC, respectively (User Confidential Information and the Site Confidential Information referred to hereinafter collectively as the “Confidential Information”). The party receiving the Confidential Information, including such party’s employees, officers, directors and agents, (collectively, the “Receiving Party”) shall hold in confidence all Confidential Information and shall not disclose or distribute Confidential Information, or any portion thereof, in any form or format to any person except on a strict “need to know” basis for the purpose of performance of this Agreement, or as required by valid legal process.

User agrees it shall not copy, alter, decompile, disassemble, reverse engineer, or otherwise modify (except with PrimeVest Partners, LLC’s prior written consent) or directly or indirectly disclose any PrimeVest Analytical Tool Confidential Information. Confidential Information under this Section 4 shall not include information that: (i) is or has become publicly available without restriction through no fault of the Receiving Party; or (ii) has been received without restriction from a third party lawfully in possession of such information.  The Non Disclosure Non Circumvent Agreement between User and PrimeVest Partners, LLC is incorporated by reference into this Agreement and is the controlling document in the event of conflicting clauses or intents.

ARTICLE V.
TERM & TERMINATION

5.1 Term.

Unless otherwise stated in the Order Confirmation, the initial term of this Agreement begins on the Effective Date and shall continue month- to- month until terminated as provided for in this Section. Although this Agreement may not be terminated without cause during the term, either party may forego automatic renewal by given the other party not less than thirty (30) calendar days written notice of termination prior to the expiration of the then-current term. If either party breaches any provision of this Agreement, the non-breaching party may, upon providing written notice of such breach, immediately terminate this Agreement, provided such breach is not cured within thirty (30) days after such notice. Notwithstanding the foregoing, if User is in breach under the Fees section of this Agreement,
PrimeVest may terminate this Agreement effective ten (10) days after giving User written notice of such breach, unless User shall have remedied the breach within such ten (10) day period. Upon termination of this Agreement by either party, User, at its own expense, shall return all documents, services and materials to PrimeVest or certify all documents, services and materials have been destroyed within ten (10) calendar days of termination and any amounts unpaid by User shall become immediately due and payable. Should User fail to return or certify the destruction of all documents, services and materials to PrimeVest, User shall pay to PrimeVest a perpetual license fee for the Site

5.2 Termination Without Cause.

Either party may terminate this Agreement by providing thirty [30] calendar days notice to the other party. User cancellations can only be done by phone conversation with a PrimeVest Partners, LLC representative and followed by written communication by email to support@PrimeVest.us. There is no pro-rated use of the Activation and or monthly access fee in the event of cancellation

5.3 Fees, Return of Data.

In the event of termination or expiration of this Agreement, all Fees due and payable to PrimeVest Partners, LLC must be paid in full. At PrimeVest Partners, LLC’s election, upon its receipt of all such Fees, or after notice of intent to terminate has been received from the User by PrimeVest Partners, LLC, PrimeVest Partners, LLC will remove User from the environment. All appraisals, Broker Price Opinions, User criteria for acquiring real estate as well as documentation between the Parties including but not limited to Syndication and/or Partnership Agreements, Authorizations, Purchase and Sales Agreements, Deeds, Trust Agreements, Assignment of Trusts, Assignment of Beneficial Interests and Land Trust, Authorization to Release, Affidavit of Understanding and Addendum to Purchase and Sales Agreement, Agreement and Declaration of Land Trust, Limited Durable Power of Attorney, Escrow Directions, Letter of Interest, Proof of Funds will remain with PrimeVest Partners and may not be used by User in any manner to compete with PrimeVest Partners, LLC or any of its current or future Users for a period of at least Thirty-Six [36] months.

5.4 Standard Marketing.

PrimeVest Partners, LLC reserves the right to use User name and credentials in an appropriate and acceptable manner for standard marketing promotions including e-mail promotions. Acceptable and standard marketing promotions include but are not limited to: Client listings, press releases, surveys, interviews, reputable business publications, television, radio and web site presentation and promotion etc. Please provide written instructions to support@PrimeVest.us if you would like to be removed from any marketing or promotions from PrimeVest Partners, LLC

ARTICLE VI.
WARRANTIES/LIMITATION OF LIABILITY/INDEMNITY

6.1 Disclaimer of warranties.

This agreement is an agreement for services. Notwithstanding the foregoing PrimeVest Partners, LLC specifically disclaims all warranties with regard to the Site and services, express or implied, including the warranties of merchantability, non-infringement, uninterrupted service or fitness for a particular purpose including but not limited to any transactions. Specifically, PrimeVest Partners, LLC does not warrant the accuracy of data or inventory available in Distressed Asset Pools [DAPs]. PrimeVest’s liability with respect to the site is limited to the maximum extent permitted by Law. In no event will PrimeVest or any of PrimeVest’s affiliates, agents or employees be liable for any indirect, incidental, special, punitive or consequential damages caused arising out of this User Agreement, the site, the in ability to use the site. PrimeVest neither assures nor assumes any liability to any person or entity for the proper performance of services necessary to the conduct of a real estate closing. User shall be solely responsible for obtaining any and all necessary licenses, certificates, permits, approvals or other authorizations required by Federal, State, or Local statute, law or regulation applicable to User’s use of the Site PrimeVest makes no representations or warranties about the legality or propriety of the use of the service in an jurisdiction, state or region.

6.2 Limitation of liability.

THE WEBSITE IS PROVIDED “AS IS” AND “AS AVAILABLE.” PRIMEVEST DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE SITE INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS. WITHOUT LIMITING OUR GENERAL DISCLAIMER, PRIMEVEST DOES NOT WARRANT THE AVAILABILITY, ACCURACY, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OF THE SITE OR ANY PART OF THE CONTENT. PRIMEVEST’S LIABILITY WITH RESPECT TO THE SITE IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
IN NO EVENT WILL PRIMEVEST OR ANY OF PRIMEVEST’S AFFILIATES, AGENTS OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED ARISING OUT OF THIS USER AGREEMENT, THE SITE, THE INABILITY TO USE THE SITE .

PRIMEVEST’S LIABILITY IS LIMITED EVEN IF PRIMEVEST HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES USER SUFFERS OR IF ANY REMEDY USER HAS FAILS OF

ITS ESSENTIAL PURPOSE.

UNDER ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF PRIMEVEST, ITS AGENTS AND EMPLOYEES TO ANY USER OF THE SITE WITH RESPECT TO THE SITE IS $100.

THIS DISCLAIMER OF LIABILITY APPLIES TO ANY AND ALL DAMAGES OR INJURY, INCLUDING THOSE CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF OR USE OF ANY ASSET, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION.

User will be responsible for any liability to PrimeVest arising out of User’s breach of this User Agreement or User’s use of the Site.  User agrees to indemnify, defend and hold harmless PrimeVest and its affiliates, agents, employees and third party sources from and against any and all suits, losses, claims, demands, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) that arise from or relate to:  User’s use of the Site, User’s breach of this User Agreement or any representation, warranty or covenant made by User in this User Agreement, User’s violation of any applicable law, statute, ordinance, regulation or of any third party’s rights, or claims asserted by third parties which, if proven, would place User in breach of representations, warranties, covenants or other provisions contained in this User Agreement.

 6.3 User Warranty.

User represents and warrants that it shall, at all times, comply with, and shall remain solely responsible for compliance with, all applicable Federal, State and Local laws and regulations. User shall indemnify and hold PrimeVest Partners, LLC harmless from and against any and all damages, costs, losses, claims, causes of action and lawsuits and expenses, including reasonable attorneys’ fees, relating to breach of the aforementioned representation and warranty. User represents and warrants that it shall fully comply with the PrimeVest Analytical Tool [the Site] Acceptable Use Policy, which is incorporated herein by reference.

6.4 Legal Documents and Forms.

User understands and acknowledges that any real estate form and legal document created by using the PrimeVest Analytical Tool must be reviewed by User’s own legal, tax and investment counsel to verify its accuracy and validity.  PrimeVest Partners, LLC is not authorized to practice law and each jurisdiction has different legal and procedural requirements.

6.5 PrimeVest Analytical Tool and Private Lending.

User understands and acknowledges in the event User chooses to implement any real estate transaction in conjunction with the Site usage of each real estate form and each legal document created or inspired by the Site must be reviewed by User’s own attorney to verify its accuracy, applicability and validity.  User further acknowledges PrimeVest Partners, LLC is not authorized to practice law and each jurisdiction in which User may be engaging in business activities may have differing and various legal and procedural requirements for real estate investing and/or private lending. Furthermore, the User understands and acknowledges that local, state and Federal regulations apply to private lending activities, therefore the User agrees to not remove, tamper with or alter the following disclosure provided by PrimeVest Partners, LLC as part of the  PrimeVest Analytical Tool:

Disclosure: This is not a public offering.  This is not an offer or an invitation to sell or a solicitation of any offer to purchase any securities in the United States or any other jurisdiction.  Any securities made will only be offered or sold directly or indirectly in the states or in the states in which they have been registered or have been offered under an appropriate exemption.

Furthermore, the User understands, acknowledges and hereby readily agrees to hold PrimeVest Partners, LLC as well as all of it’s officers, directors, members, employees, consultants and legal counsel harmless of any potential liability or litigation that may result from the usage of these materials or in inappropriate private lending transactions.

EARNINGS & INCOME DISCLAIMERS

ANY EARNINGS OR INCOME STATEMENTS, OR EARNINGS OR INCOME EXAMPLES, ARE ONLY ESTIMATES OF WHAT PRIMEVEST PARTNERS, LLC THINKS USER COULD EARN. THERE IS NO ASSURANCE USER WILL DO AS WELL. IF USER RELIES UPON PRIMEVEST PARTNERS, LLC’S FIGURES, USER MUST ACCEPT THE RISK OF NOT DOING AS WELL.

WHERE SPECIFIC INCOME FIGURES ARE USED, AND ATTRIBUTED TO AN INDIVIDUAL OR BUSINESS, THOSE PERSONS OR BUSINESSES HAVE EARNED THAT AMOUNT. THERE IS NO ASSURANCE USER WILL DO AS WELL. IF USER RELIES UPON PRIMEVEST PARTNERS, LLC’S FIGURES, USER MUST ACCEPT THE RISK OF NOT DOING AS WELL.

ANY AND ALL CLAIMS OR REPRESENTATIONS, AS TO INCOME EARNINGS ON OR THROUGH THIS WEB SITE, ARE NOT TO BE CONSIDERED AS AVERAGE EARNINGS.  TESTIMONIALS ARE NOT REPRESENTATIVE.

THERE CAN BE NO ASSURANCE ANY PRIOR SUCCESSES, OR PAST RESULTS, AS TO INCOME EARNINGS, CAN BE USED AS AN INDICATION OF FUTURE SUCCESS OR RESULTS.

MONETARY AND INCOME RESULTS ARE BASED ON MANY FACTORS.  PRIMEVEST PARTNERS, LLC HAS NO WAY OF KNOWING HOW WELL USER WILL DO, AS WE DO NOT KNOW USER, USER’S BACKGROUND, USER’S WORK ETHIC, OR USER’S BUSINESS SKILLS OR PRACTICES.  THEREFORE WE DO NOT GUARANTEE OR IMPLY THAT USER WILL WIN ANY INCENTIVES OR PRIZES THAT MAY BE OFFERED, GET RICH, THAT USER WILL DO AS WELL, OR MAKE ANY MONEY AT ALL. THERE IS NO ASSURANCE USER WILL DO AS WELL.  IF USER RELIES UPON PRIMEVEST PARTNERS, LLC’S FIGURES; USER MUST ACCEPT THE RISK OF NOT DOING AS WELL.

REAL ESTATE BUSINESSES AND EARNINGS DERIVED THEREFROM, HAVE UNKNOWN RISKS INVOLVED, AND ARE NOT SUITABLE FOR EVERYONE. MAKING DECISIONS BASED ON ANY INFORMATION PRESENTED IN OUR PRODUCTS, SERVICES, OR WEB SITE, SHOULD BE DONE ONLY WITH THE KNOWLEDGE USER COULD EXPERIENCE SIGNIFICANT LOSSES, OR MAKE NO MONEY AT ALL.  ONLY RISK CAPITAL SHOULD BE USED.

ALL PRODUCTS AND SERVICES BY PRIMEVEST PARTNERS, LLC ARE FOR EDUCATIONAL AND INFORMATIONAL PURPOSES ONLY.  USE CAUTION AND SEEK THE ADVICE OF QUALIFIED PROFESSIONALS. CHECK WITH YOUR ACCOUNTANT, LAWYER OR PROFESSIONAL ADVISOR, BEFORE ACTING ON THIS OR ANY INFORMATION.

USERS OF OUR PRODUCTS, SERVICES AND WEB SITE ARE ADVISED TO DO THEIR OWN DUE DILIGENCE WHEN IT COMES TO MAKING BUSINESS DECISIONS AND ALL INFORMATION, PRODUCTS, AND SERVICES PROVIDED SHOULD BE INDEPENDENTLY VERIFIED BY USER’S OWN QUALIFIED PROFESSIONALS.  PRIMEVEST PARTNERS, LLC’S INFORMATION, PRODUCTS, AND SERVICES ON AND THROUGH THIS WEB SITE SHOULD BE CAREFULLY CONSIDERED AND EVALUATED, BEFORE REACHING A BUSINESS DECISION, ON WHETHER TO RELY ON THEM.  ALL DISCLOSURES AND DISCLAIMERS MADE HEREIN OR ON OR THROUGH THIS SITE, APPLY EQUALLY TO ANY OFFERS, PRIZES, OR INCENTIVES THAT MAY BE MADE BY PRIMEVEST PARTNERS, LLC.

USER AGREES PRIMEVEST PARTNERS, LLC IS NOT RESPONSIBLE FOR THE SUCCESS OR FAILURE OF USER BUSINESS DECISIONS RELATING TO ANY INFORMATION PRESENTED BY PRIMEVEST PARTNERS, LLC, OR OUR COMPANY PRODUCTS OR SERVICES.

6.6 Real Estate Transaction and Private Lending Landing Page Activation. 

User understands there are risks inherent with any type of internet marketing in conjunction with any type of real estate and any transactional lending or borrowing investments.  User understands and agrees by activating this portion of The PrimeVest Analytical Tool User will verify with their own counsel User is complying with all applicable local, state and federal regulations in any way pertaining to the business User is engaging in. Furthermore User clearly understands that User is responsible for their own conduct and hereby agrees to release PrimeVest Partners, LLC, its officers, directors, members, employees, consultants and legal counsel from any and all liability for conduct User engages in. User further agrees User will not tamper with or remove the disclaimers and disclosures incorporated into the various components and web pages in The PrimeVest Analytical Tool.

The Visitor, User and/or User understands and acknowledges that each individual seeking to access or view any of the real estate transaction pages of the PrimeVest Analytical Tool understands and acknowledges they are personally responsible for complying with all of the applicable laws relative to real estate and private lending in their respective jurisdictions.

User understands and acknowledges that all types of investing contain an inherent risk.  Prior to proceeding any further with any type of inquiry into any type of potential investment, User acknowledges that User will do their own due diligence to understand all of the inherent risks and to take the appropriate steps to minimize or manage those risks to a level that User believes is reasonably prudent.  User acknowledges that User and only User are responsible for the investment decisions that User chooses to make.  User further acknowledges and states that User is or is not an accredited investor.  User further acknowledges that User has read and understood the following SEC disclaimer.

ARTICLE VII.
GENERAL PROVISIONS

7.1  Assignment of Agreement.

User may not assign this User Agreement or delegate any of User’s obligations under this User Agreement. Any purported assignment of this User Agreement is in violation of its terms and is void. . PrimeVest may assign this User Agreement in whole or in part at any time without User’s consent. This Agreement shall inure to the benefit of the authorized successors and assigns of the parties.

7.2 Independent Contractor.

User is an independent contractor, and this Agreement does not in any way create the relationship of principal and agent, franchisee, joint venture, or partnership between the parties unless expressly set forth. Neither party shall be liable for any debts or obligations of the other.

7.3 Entire Agreement; Precedence.

This Agreement contains the entire understanding between the parties and supersedes any prior verbal or written agreement between the parties with respect to the subject matter hereof. No amendment or modification of the Agreement shall be valid, unless made in writing and signed (electronically or actually) by both parties hereto. In the event of any inconsistency or conflict between the terms and conditions of this Agreement and any term or condition of any Exhibit hereto, the terms and conditions of this Agreement shall, in all instances, govern and control.

7.4 Governing Law.

This Agreement is governed by the laws of the State of California or State of Nevada at sole election of PrimeVest Partners, LLC without giving effect to conflict of laws principles. Any suit, action or proceeding arising out of or related to this Agreement or any of the Closing Agreements shall be brought exclusively in any court in the Northern District of California or in Nevada at the sole direction of PrimeVest Partners, LLC, and each of the Parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts there from) in any suit, action or proceeding and irrevocably waives, to the full extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding that is brought in any such court has been brought in an inconvenient form.

7.5 Arbitration.

Any and all disputes, controversies and claims arising out of or relating to this Agreement or concerning the respective rights or obligations of the parties hereto shall be settled and determined by binding arbitration before a panel of or three (3) arbitrators pursuant to the Commercial Rules of the American Arbitration Association then in effect. The foregoing notwithstanding, each party shall have no more than three (3) days to present its case to the arbitrator. Judgment upon the award rendered may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of the award and an order of enforcement. The parties agree that the arbitrators shall have the power to award damages, injunctive relief and reasonable attorneys’ fees and expenses to any prevailing party in such arbitration.

7.6 Force Majeure.

Neither party hereto shall be in default hereunder by reason of its delay or failure to perform any of its obligations hereunder for any event, circumstance, or cause beyond its control such as, but not limited to, acts of God, strikes, lock-outs, general governmental orders or restrictions, war, threat of war, hostilities, revolution, acts of terrorism, riots, epidemics, fire, earthquake, or flood. The performance of this Agreement shall then be suspended for as long as any such event shall prevent the affected party from performing its obligations under this Agreement.

7.7 Invalidity; Waivers.

If any provision or portion of this Agreement is held invalid, illegal, void or unenforceable as it appears in this Agreement by reason of any rule of law, administrative or judicial provision or public policy, then such provision shall be construed as being enforceable to the extent such rule of law, administrative or judicial provision or public policy allows. All other provisions of this Agreement shall nevertheless remain in full force and effect. Neither of the parties shall be deemed to have waived any of its rights, powers or remedies hereunder unless the waiving party expresses such a waiver in writing.

7.8 Survival of Terms.

Notwithstanding the expiration or earlier termination of this Agreement for any reason, the provisions of Articles 4, 6, 7 and Sections 2.2 and 2.3 of this Agreement shall remain in full force and effect.

7.9 Headings; Counterparts. .

Paragraph headings used herein are for convenience purposes only and are not intended to be, nor shall they be, used as an aid in interpretation. This Agreement may be executed in any number of counterparts, which when taken together shall constitute one and the same agreement

PrimeVest Analytical Tool [the Site] Acceptable Use Policy

8.1

All features and services provided by the Site may be used for lawful purposes only. Transmission or storage of any information, data or material in violation of any United States Federal, State or local law is strictly prohibited. User agrees to indemnify and hold harmless PrimeVest Partners, LLC from any claims resulting from User’s use of the the Site service which damages User or any other parties, including attorney’s fees.

PrimeVest Partners, LLC will not be liable for any interruptions in service or other monetary loss related to a violation of this Acceptable Use Policy. PrimeVest Partners, LLC shall not be liable for any delay or failure in its performance of any of the acts required by this Agreement when such delay or failure arises for reasons beyond PrimeVest Partners’ reasonable control.

8.2 Services Provided.

The PrimeVest Analytical Tool provides User with bank owned real estate data which can be used in aggregation with other the Site subscribers for possible bulk buy transactions conducted through licensed real estate professionals using the the Site management software. All services provided must be used by User in compliance with this Acceptable Use Policy.

8.3 User Obligations.

User agrees to use The PrimeVest Analytical Tool’s services and in particular the “Deal-flow Aggregation Modules” [“DAM”], “Distressed Asset Pools” [“DAPs”] and the “Traffic Light Bidding System” [“TLBS”] in a manner that is legal, ethical and in conformity with community standards and to respect the privacy of others. More specifically, User agrees to abide by The PrimeVest Analytical Tool’s requirements governing the use of the various components of the Site services, as described below.

8.3.1    E-Mail.

PrimeVest Partners, LLC strictly prohibits any involvement in Unsolicited Commercial E- mail campaigns (UCE, more commonly called “spam”). PrimeVest Partners, LLC maintains a Zero Tolerance policy against spam, be it direct, indirect, or through any affiliate or agent acting on the User’s behalf. PrimeVest Partners, LLC expects User to have proof all individuals in the User’s database have opted in or otherwise agreed to receive communications from User. All lists used in conjunction with the services provided by PrimeVest Partners, LLC are required to be 100% opt-in lists. This means that the individuals on the list have agreed to receive information from YOUR COMPANY.

Spamming, or the sending of unsolicited email, using an email address, URL that is maintained on a The PrimeVest Analytical Tool machine, or directing traffic to a webpage that contains any reference to The PrimeVest Analytical Tool is STRICTLY prohibited.  The PrimeVest Analytical Tool will be the sole arbiter as to what constitutes a violation of this provision.  This action may result in immediate termination of your account without refund.  Subscriber will also be in violation of the The PrimeVest Analytical Tool End User License Agreement and subject to legal action.

All Users must follow the rules of the federal CAN-SPAM act and The PrimeVest Analytical Tool’s Anti-Spam policy when sending e-mail through the service. Accordingly, we require the following of e-mail messages sent through the Site system:

1. All e-mails must contain a one-click unsubscribe link.
2. All e-mails must contain non-Internet contact information of the sender, such as your company’s address, or your company’s phone number.
3. All e-mails must state the reason the recipient is receiving the message.

The three aforementioned guidelines will help ensure that you maintain The PrimeVest Analytical Tool’s reputation and white-listing status and white-listing programs. If at any time your mailing is flagged as SPAM by a recipient, The PrimeVest Analytical Tool reserves the right to cancel your account without notice and no fees paid will be refunded.

INCLUSION OF RETURN ADDRESS OR COMPARABLE MECHANISM IN COMMERCIAL ELECTRONIC MAIL IN GENERAL.

It is unlawful for any person to initiate the transmission to a protected computer of a commercial electronic mail message that does not contain a functioning return electronic mail address or other Internet-based mechanism, clearly and conspicuously displayed, that:

(i) a recipient may use to submit, in a manner specified in the message, a reply electronic mail message or other form of Internet-based communication requesting not to receive future commercial electronic mail messages from that sender at the electronic mail address where the message was received; and

(ii) remains capable of receiving such messages or communications for no less than 30 days after the transmission of the original message

The practice of purchasing or renting lists of names and sending e-mails to those people is strictly prohibited. Furthermore, in accordance with CAN-SPAM Legislation, all e-mail messages sent using The PrimeVest Analytical Tool’s services must have an opt-out link, must include a valid physical address of the sender and must contain a clear subject line that does not mislead the recipient as to the contents of the e-mail. User agrees to consult their own attorney to ensure compliance with all Federal, State and local laws.

Every email message sent in connection with the Services must contain an “unsubscribe” link or other mechanism that allows subscribers to remove themselves from your mailing list. Each such link must remain operational for a period of Thirty [30] days after the date on which you send the message, and must be in form and substance satisfactory to The PrimeVest Analytical Tool. You acknowledge and agree that you will not remove, disable or attempt to remove or disable either link.

You cannot mail to distribution lists, newsgroups, or spam email addresses.

You are responsible for monitoring, correcting, processing unsubscribe requests within Ten [10] days, and updating the email addresses to which messages are sent through any The PrimeVest Analytical Tool account.

Emails that you send through the Service may generate abuse complaints from recipients. You are responsible for ensuring that your (Users) email campaigns do not generate a number of abuse complaints in excess of industry norms. PrimeVest Partners, LLC, in its sole discretion, shall determine whether your level of abuse complaints is within industry norms, and its determination shall be final, binding and conclusive for all purposes under this Agreement.

PrimeVest Partners, LLC at its own discretion, may immediately disable your access without refund to the Services if PrimeVest Partners, LLC believes in its sole discretion that you have violated any of the email and permission practices listed above, or the The PrimeVest Analytical Tool Anti-Spam Policy.

PrimeVest Partners, LLC reserves the right to limit the amount of emails any user may send, and the PrimeVest Analytical Tool, LLC reserves the right to change or cancel any of these features or conditions upon reasonable notice to the user.

8.3.2 Affiliates.

Any and all of User’s affiliates are bound by the terms of this Acceptable Use Policy. User is responsible for ensuring that his or her affiliates are refraining from any unsolicited communications involving the PrimeVest Analytical Tool services. User’s failure to ensure his or her affiliates’ compliance with this Acceptable Use Policy will be found in violation of the Policy and will be subject to the penalties stated in this Policy.

8.3.3 Privacy Policy.

User must publish, enforce and abide by a privacy policy which protects its Users’ personal information in its possession or under its control.

8.4       Violations and Penalties.

Users who fail to comply with the terms of this Acceptable Use Policy will be subject to the following penalties, including, but not limited to, termination of service.

8.4.1    Complaints.

A $50 administration fee will be immediately charged to User’s account for each complaint of spam or unauthorized communication that PrimeVest Partners, LLC receives involving User’s account. This non-refundable administration fee goes toward disputing the complaint with the complainant, the reporting service or “black list” service, and resolving the complaint.

8.4.2    Notice of Complaints.

Upon receiving a complaint, PrimeVest Partners, LLC will notify User of said complaint and investigate the validity of the complaint. If User does not take immediate remedial action to rectify the situation, PrimeVest Partners, LLC may temporarily suspend User’s service until User has resolved the situation to PrimeVest Partners, LLC’s satisfaction.

8.4.3    Disputing Complaints.

After PrimeVest Partners, LLC notifies User of a complaint involving his or her account, User will have the burden of proof to demonstrate to PrimeVest Partners, LLC that the complaining individual did, in fact, agree to receive communications from User. If User cannot demonstrate to PrimeVest Partners, LLC the complaining individual agreed to receive communications from User, the complaint will be deemed a “Confirmed Violation” of this Acceptable Use Policy.

8.4.4    Confirmed Violations.

A $250 administration fee will apply, and termination of service may apply, in the event PrimeVest Partners, LLC conclusively determines that User sent an unsolicited communication to a recipient who did not agree to receive communications from User.

8.4.5    Blatant, Widespread and/or Repeated Violations.

In accordance with its Zero Tolerance Spam Policy, PrimeVest Partners, LLC will immediately terminate the account of any User found to be involved in a spam campaign or other widespread or repeated violation of this Acceptable Use Policy. Furthermore, such User will incur a $500 penalty and all information contained in User’s account will be forfeited, with no consideration of retrieval. User will be held accountable for any monetary damages suffered by PrimeVest Partners, LLC, sustained through contravention of this Policy. Such monetary damages may include, but are not limited to, loss of the Site access, any costs incurred securing further The PrimeVest Analytical Tool access and punitive damages related to lost clients and revenues due to said violation. The determination of what constitutes a “blatant, widespread and/or repeated violation” of this policy will be determined by PrimeVest Partners, LLC in a reasonable manner.

9. Reservation of Rights.

PrimeVest Partners, LLC reserves the right to terminate User’s account for any violation of this Acceptable Use Policy. Furthermore, PrimeVest Partners, LLC reserves the following rights.

9.1       Questionable Practices.

PrimeVest Partners, LLC may terminate User’s account if User engages in any practice that is, in PrimeVest Partners, LLC’s sole discretion, unlawful, obscene, threatening, abusive, libelous or hateful, or that encourages conduct which would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or international law.

9.2 Change of Terms and Conditions.

PrimeVest Partners, LLC reserves the right to change the terms and conditions of this Policy, as needed. Use of PrimeVest Partners, LLC’s services by User after said changes constitutes User’s acceptance of the new Policy.

10. General Billing.

PrimeVest Partners, LLC has adopted a billing policy all Users must comply with:

All accounts are set up on a prepay basis. Payment must be received by PrimeVest Partners, LLC before any product and/or services are activated. Accounts to be paid by check must prepay six months service in advance.  All International clients must pay by credit card. the Site will not accept international checks. Users are responsible for keeping all credit card information current. All changes must be communicated to the Site including changes to credit card type and expiration date, as well as a current e-mail address.  All recurring charges are automatically generated, invoiced, and charged to the credit card on file according to contractual agreement. This includes monthly, quarterly and yearly charges. Charges are based on products and services, not usage or availability of REO data or real estate transactions that may or may not take place.  Invoice and payment receipts are available to Users upon request.

10.1     Billing Period.

Billing periods begin upon invoicing. Each User is committed to the remaining term of the billing period and no refunds will be given. Users are not required to use services during the period. Users are free to close accounts at any time without any termination charges or fees. In event of cancellation, PrimeVest Partners, LLC will not pro-rate any return for unused service and all outstanding invoices must be paid in full. For example, if a User has an account paid monthly and decides to close it a few days after the last payment, no refund will be issued, whether in full or pro-rated. By using The PrimeVest Analytical Tool, each User understands and agrees to this billing period and understands while no refund will be issued, Users are always free to keep accounts open for access for the full amount of time billed.

10.2     Billing Disputes.

As a current or prior User of PrimeVest Partners, LLC, each User agrees to provide PrimeVest Partners, LLC Thirty [30] days to attempt settlement of any billing dispute before disputing with any third party, credit card company or bank. PrimeVest Partners, LLC must be the first option in billing disputes. Should PrimeVest Partners, LLC receive a chargeback or other reversed charge from a third party, credit card company or bank on the User’s behalf before PrimeVest Partners, LLC has been given a chance to resolve the issue, PrimeVest Partners, LLC has the right to collect on the rendered services and any fees associated with those disputes. PrimeVest Partners, LLC charges a $50.00 Chargeback Fee per chargeback should a credit card company be used as a first resort in a billing dispute. Not all billing disputes may be settled to a User’s satisfaction. Once PrimeVest Partners, LLC has been given first right to settle a billing dispute, a User may then use any third party, credit card company or bank in an attempt to settle the dispute. However, PrimeVest Partners, LLC still retains the right to collect on any rendered services or fees that are due. Should PrimeVest Partners, LLC be unable to reverse any disputed amounts with a third party, credit-card company, or bank, PrimeVest Partners, LLC will submit the full delinquent amount to a third party collection service.

10.3     Payment Methods.

PrimeVest Partners, LLC accepts payments via credit card, and occasionally check. Payment by check is on a per User basis and must be agreed to by PrimeVest Partners, LLC. Checks must be paid in US dollars and issued from a US bank. PrimeVest Partners, LLC currently accepts MasterCard, Discover, and Visa credit cards

10.4     Billing Cycle.

Credit Card Billing: All credit cards are automatically charged on the User’s specific billing cycle date. If the credit card is declined, PrimeVest Partners, LLC will attempt to charge the card on file for 30 days.

Late Fee: All accounts more than 30 days past due will be assessed a late fee. Three attempts to contact the User will be made before any late fee is assessed.

Disabled: All accounts 45 days past due will be disabled until balances are paid in full. When disabled, all access will be suspended and data will be unavailable.  A service restoration charge of $100.00 will be charged for restoration of service at the sole discretion of PrimeVest Partners, LLC.

Collections: After an account is delinquent 60 days, it will be deactivated. Once deactivated, the User will not be able to recover any files. The account record and delinquent balance may be passed on to a third party collection service.

11. Remedies Upon Breach.

A breach of this Agreement by any Party or any of its Representatives may involve an irreparable loss to the other for which damages at law would be inadequate; and, accordingly, in such event, the other shall be entitled, if it so elects, to institute and prosecute proceedings in any court of competent jurisdiction, either in law or in equity, to enjoin the Party and its Representatives from violating any of the terms of this Agreement, to enforce the specific performance by the Party and its Representatives of the terms of this Agreement, and to obtain damages, or any of them, but nothing herein contained shall be construed to prevent such remedy or combination of remedies as the other Party may elect to invoke.  The failure of the other Party to promptly institute legal action upon any breach of this Agreement shall not constitute a waiver of that or any other breach hereof.

12.  No Representation or Warranty.

Each Party expressly acknowledges that the other Party is making no representation or warranty hereunder as to the accuracy or completeness of the Confidential Information of the other Party.  Each Party agrees that the other Party shall not have any liability hereunder relating to or resulting from the use of the Confidential Information of the other Party.

13. General Provisions.

(a)  This Agreement represents the complete and exclusive statement of the agreements between the parties relating to the subject matter hereof and supersedes all prior agreements, proposals, representations and other communications, as well as contemporaneous oral communications, relating to the subject matter of this Agreement.

(b)  This Agreement may be modified only by a writing duly authorized and executed by each of the Parties hereto.

(c)  The rights and remedies of the parties under this Agreement shall inure to the benefits of its successors, assigns and transferees.

(d)  This Agreement may be executed in counterparts, which together shall be deemed to be one and the same instrument when each Party has signed one such counterpart.

(e)  In the event of any litigation concerning any controversy, claim or dispute among the parties hereto, arising out of or relating to this Agreement or the breach hereof, or the interpretation hereof, the prevailing party shall be entitled to recover from the losing party reasonable expenses, attorneys’ fees, and costs incurred therein or in the enforcement or collection of any judgment or award rendered therein.  The “prevailing party” means the party determined by the court to have most nearly prevailed, even if such party did not prevail in all matters, not necessarily the one in whose favor a judgment is rendered.

(f)  This Agreement shall be governed and construed in accordance with the substantive laws of the State of California, disregarding the principles of conflicts of laws thereof and.

(g)  This Agreement is intended by the parties to be a valid and enforceable agreement to the fullest extent of its terms.  If any provision of this Agreement is held to be invalid or unenforceable for any reason, such a decision shall not affect the validity or enforceability of the remaining provisions of this Agreement, and this Agreement shall be construed as if the invalid or unenforceable provision had never been included.

(h)  No term or provision of this Agreement shall be deemed waived unless such waiver shall be in writing and signed by the party making such waiver.  Any waiver of a particular breach of this Agreement shall not constitute a waiver of any other breach, nor shall any waiver be deemed a continuing waiver unless it so states expressly.

(i)  The obligations of confidentiality arising under this Agreement are intended to survive any termination of this Agreement.

14. Limitation of Liability.

UNDER NO CIRCUMSTANCES SHALL PRIMEVEST OR ANY OF THEIR EMPLOYEES, OFFICERS, AND/OR AFFILIATES BE LIABLE TO RECIPIENT OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY PROVISION OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE.

15. Entire Agreement.

This Agreement contains the entire agreement of the parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other agreement whether oral or written. This Agreement constitutes the entire understanding, and supersedes all other understandings, between User and PrimeVest Partners, LLC concerning the subject matter hereof. User understands and agrees User is solely responsible for periodically reviewing the User Agreement.

16. Severability.

The parties have attempted to limit the non-compete provision so that it applies only to the extent necessary to protect legitimate business and property interests. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed as written, construed, and enforced as so limited.

17. Injunction.

It is agreed that if Recipient violates the terms of this Agreement irreparable harm will occur, and money damages will be insufficient to compensate PrimeVest. Therefore, PrimeVest will be entitled to seek injunctive relief (i.e., a court order that requires Recipient to comply with this Agreement) to enforce the terms of this Agreement.

18. Indemnity.

Recipient agrees to defend, indemnify, and hold harmless PrimeVest and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third party claims, demands, liabilities, costs and expenses, including reasonable attorneys fees, costs and expenses resulting from the indemnifying party’s material breach of any duty, representation, or warranty under this Agreement.

19. Assignment.

This Agreement is not assignable, in whole or in part, by either party without the prior written consent of the other party. Any attempt to make such assignment shall be void.

20. Attorneys Fees.

In any legal action between the parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable attorneys fees and costs.

21. Applicable Law. Jurisdiction and Venue.

This Agreement will be governed by and construed in accordance with the laws of the State of California, exclusive of its choice of law principles.  The state and federal courts located in or near the proximity of San Mateo County, California have exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement.  Each party consents to the personal jurisdiction and venue of these courts.

22. Counterparts:

This Agreement may be executed in any number of counterparts, which when taken together shall constitute one and the same agreement and is binding to access the PrimeVest Partners, LLC website and conduct any and all transactions and/or communications with PrimeVest Partners, LLC.