Terms of services PGR

These Terms of Service (this “Agreement”) are entered into by and between Premium Group Realty, a Delaware corporation (“Premium Group Realty”), and the entity or person accessing or using The Premium Group Realty Services (“Customer” or “you”). This Agreement consists of the terms and conditions set forth below and any Order Forms that reference this Agreement. If you are accessing or using the Premium group Realty Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you” reference your company.

Please note that Premium Group Realty may modify the terms and conditions of this Agreement in accordance with Section 9.4 (Amendment; Waivers).

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, EXECUTING AN ORDER FORM WITH PREMIUM GROUP REALTY OR ACCESSING OR USING THE PREMIUM GROUP REALTY SERVICE, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE PREMIUM GROUP REALTY SERVICE. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT.

1. Definitions

1.1 The following terms, when used in this Agreement will have the following meanings:

“Confidential Information” means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure.

However, “Confidential Information” will not include any information which (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

“Customer Content” means content and other material supplied or made available to Premium Group Realty by Customer through the use of or access to the Premium Group Realty Services, and excluding the Premium Group Realty Services and related materials, templates and technology.

“Documentation” means the printed and digital instructions, on-line help files, technical documentation and user manuals made available by Premium Group Realty for the Premium Group Realty Services.“Premium Group Realty Services” means the website development, maintenance, hosting and other

related services for the purpose of establishing and/or improving Customer’s online visibility and for showcasing Customer’s listings.

“Premium Group Realty Templates” means the template Terms of Service and Privacy Policy forms provided by Premium Group Realty to the Customer. 

“Order Form” means an order form, quote or other similar document that sets forth the specific Premium Group Realty Services and pricing therefor, and that references this Agreement and is mutually executed by the parties.

2. Premium Group Realty Services

2.1 Provision of Services. Subject to the terms and conditions of this Agreement, Premium Group Realty will make Premium Group Realty services available to Customer pursuant to this Agreement and the applicable Order Form, and hereby grants Customer a non-exclusive right to access and use the Premium Group Realty Services to operate and display the website set forth in the Order Form (“Customer Website”). Premium Group Realty Services require Customer’s reasonable cooperation and

diligent efforts in working with Premium Group Realty to create and launch a website. To the extent Customer does not provide reasonable cooperation, there may be delays in connection with the launch of Customer’s website.

2.2 Customer Limitations. The rights granted herein are subject to the following restrictions (the

“License Restrictions”):

(a) Customer will not reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying Premium Group Realty Services;(b) Except for Customer Website that use Premium Group Realty Services, Customer will not transfer, distribute, resell, lease, license, or assign

Premium Group Realty Services or otherwise offer Premium Group Realty Services on a standalone basis;

(c) Customer will not use Premium Group Realty Services to violate any applicable local, state, national or international law, or any regulations having the force of law; impersonate any person or entity, or falsely state or otherwise misrepresent its affiliation with a person or entity; solicit personal information from anyone under the age of 18; or further or promote any criminal activity or enterprise or provide instructional information about illegal activities;(d) Customer will not otherwise use Premium Group Realty Services outside the scope expressly permitted hereunder and in the applicable Order Form; and (e) Customer will ensure that its users do not use temporary email addresses or share user accounts among multiple individuals, and Customer will permit Premium Group Realty to terminate the accounts of any users that violate this Agreement.

2.3 Customer Responsibilities Regarding Account. Customer will (a) be responsible for all use of Premium Group Realty Services and Documentation under its account (whether or not authorized), (b) be solely responsible for the accuracy, quality, integrity and legality of Customer Content and Customer Website(s), (c) use commercially reasonable efforts to prevent unauthorized access to or use of Premium Group Realty Services and Documentation and notify Premium Group Realty promptly of any

such unauthorized access or use and (d) be responsible for obtaining and maintaining any equipment, software and ancillary services needed to connect to, access or otherwise use the Premium Group Realty Services, including as set forth in the Documentation.

2.4 Premium Group Realty Templates are Not a Substitute for Legal Advice. Premium Group Realty provides an all-in-one platform for building and managing Premium Group Realty real estate websites and brands and other related services. Premium Group Realty may provide the Customer with template Terms of Service and Privacy Policy forms for use in connection with its website and brands. The Terms of Service and Privacy Policy templates are provided for the Customer’s private use and do not constitute legal advice. Customer should consult with and work with Customer’s legal counsel to review the Terms of Service and Privacy Policy, and to ensure that the Terms of Service and Privacy Policy on the Customer’s website accurately reflects Customer’s content and practices.

2.5 Website Launch.

(a) Provision of Content by Customer. Customer shall provide all necessary website content using the mechanism designated by Premium Group Realty within fourteen (14) days from the effective date to allow appropriate time for the development of the website. In the event that Customer fails to provide the necessary content on a timely basis, the website launch date shall be pushed back by the amount of the delay.

(b) Revision Process. Following delivery of the necessary content by Customer, Premium Group Realty shall deliver a staging link with the initial draft of the website no later than fourteen (14) days from the day all necessary content is received by Premium Group Realty. After staging link is sent to Customer, Customer shall request any further revisions to the website within seven (7) days using the feedback form provided by Premium Group Realty. After the requests have been received, Premium Group Realty shall make the revisions within seven (7) days of receiving them. Premium Group Realty shall provide up

to two (2) rounds of revisions subject to Customer’s reasonable approval of all revisions included in each round. Customer acknowledges that Premium Group Realty does not proceed with any additional revision work until all changes/requests for each round are confirmed by Customer. Customer further acknowledges that any additional revision requests, no matter how minimal, will only be worked on when submitted as part of an official revision round.

(c) Final Approval Process. Customer shall provide final approval within seven (7) days of receiving the revised staging website. Premium Group Realty shall undertake its best efforts to launch the fully functioning website no later than four (4) weeks from the effective date of this Agreement provided the Customer supplies all necessary assets (including photos, videos and copy) within seven (7) days of contract signing.

(d) Scope of Revisions. For clarity, “revisions” shall only include changes that can be made within the structure of the applicable template such as HTML & CSS, but do not include any custom coding changes or non-standard template features, which shall be subject to Premium Group Realty’s approval and standard hourly rate (as set forth below). Further, Customer understands that requesting components from other design templates is outside the scope of the agreement except where approved in writing by Premium Group Realty. Finally, Customer acknowledges that web design and development is a creative and subjective endeavor that is heavily guided by Customer direction. Any final website deliverable is the responsibility of the Customer if the original design template was modified in any way.

3. Fees

3.1 Fees. Customer will pay Premium Group Realty the fees set forth in the Order Form, which will include a recurring subscription fee and potentially other fees depending on the Premium Group Realty Services set forth therein. Customer understands and agrees to be charged the monthly subscription fees outlined above starting on Subscription Start Date independently of whether or not the website has been launched at that time. Unless Premium Group Realty has a separate written agreement with Customer, Premium Group Realty reserves the right to change its prices and fees from time to time in its sole discretion. If it does so, Premium Group Realty will provide Customer with written notice of any such changes and such the new pricing and fees will take effect upon Customer’s next renewal.

3.2 Payment. Except as otherwise specified herein or in any applicable Order Form (a) fees are quoted and payable in United States dollars and (b) payment obligations are non-cancelable and non-pro ratable for partial months, and fees paid are non-refundable, except as expressly set forth herein.

Unpaid amounts are subject to a late fee of $50 if an invoice is unpaid for more than fourteen (14) days and $150 if the invoice is unpaid for more than thirty (30) days, plus all expenses of collection and may result in immediate termination of Premium Group Realty Services.

3.3 Payment Method. Except as otherwise specified in any applicable Order Form, Customer expressly authorizes Premium Group Realty to automatically charge its payment method on file (e.g. credit card, debit card or e-check) for each executed Order Form (including any future agreed upon charges or fees).

Customer represents and warrants to Premium Group Realty that it is authorized to use the payment instrument. Customer will promptly update its account information with any changes (for example, a change in to billing address or credit card expiration date) that may occur.

3.4 Net of Taxes. All applicable use, sales and other similar taxes and government charges will be payable by Customer other than U.S. taxes based on Premium Group Realty’s net income. Customer will not withhold any taxes from any amounts due to Premium Group Realty.

4. Proprietary Rights and Confidentiality

4.1 Premium Group Realty Ownership Rights. As between the parties, Premium Group Realty exclusively owns all right, title and interest in and to the Premium Group Realty Services. Except for the express rights granted hereunder, Premium Group Realty reserves all rights, title and interests in and to the Premium Group Realty Services and Premium Group Realty Confidential Information. 

4.2 Premium Group Realty Marks. Premium Group Realty hereby grants Customer a non-transferable, non-sublicensable, non-exclusive license during the term of this Agreement to display the trade names, trademarks, service marks, logos, domain names of Premium Group Realty (each, a “Premium Group Realty Mark”) for the purpose of promoting or advertising that Customer uses the Premium Group Realty Services. In using Premium Group Realty Marks, Customer may not: (a) display a Premium Group Realty Mark in any manner that implies a relationship or affiliation with, sponsorship, or endorsement by Premium Group Realty; (b) use Premium Group Realty Marks to disparage Premium Group Realty or its products or services; or (c) display a Premium Group Realty Mark on a site that violates any law or regulation. Furthermore, Premium Group Realty Presence may modify any Premium Group Realty Marks at any time, and upon notice, Customer will use only the updated Premium Group Realty Marks. Other than as permitted in this Section, Customer may not use any Premium Group Realty Marks without prior written consent. All use of the Premium Group Realty Marks will be subject to any trademark usage guidelines that Premium Group Realty may provide from time to time, and Customer will conduct its business in a professional manner that reflects favorably on the goodwill and reputation Premium Group

Realty.

4.3 Feedback. Customer may from time to time provide Premium Group Realty suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the Premium Group Realty Services. Premium Group Realty will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. Premium Group Realty will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.

4.4 Customer Content. As between the parties, the Customer Content. Customer hereby grants to Premium Group Realty a non-exclusive, worldwide license to copy, distribute and use Customer Content only in connection with providing the Premium Group Realty Services.

4.5 Confidentiality. Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. However, either party may disclose Confidential Information to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law). Neither party will disclose the terms of this Agreement to any third party, except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or

threatened breach of the provisions of this Section or the License Restrictions, the non-breaching party

will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights

or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of

any violations of the confidentiality obligations set forth in this Agreement.

4.6 Aggregated Information. Notwithstanding anything to the contrary, Premium Group Realty shall

have the right to aggregate, collect and analyze data and other information relating to the provision, use and performance of the Premium Group Realty Services and shall be free (during and after the term hereof) to (i) use such data and other information to develop and improve the Premium Group Realty Services and other Premium Group Realty offerings, and (ii) disclose such data and other information solely in an aggregated and anonymized format that does not identify Customer or any individual.

5. Warranties and Disclaimers

5.1 Warranties by Premium Group Realty. Premium Group Realty warrants that it will use commercially reasonable efforts to maintain the Premium Group Realty Services in a manner designed to minimize errors and interruptions in the Premium Group Realty Services and perform the Premium Group Realty Services in a professional and workmanlike manner.5.2 Warranties by Customer. Customer warrants that it has the necessary rights, licenses, consents, permissions, waivers and releases to use, make available and distribute the Customer Content in connection with Premium Group Realty Services as contemplated herein. In addition, Customer represents and warrants that Customer’s use of Premium Group Realty Services: (i) will comply with all applicable laws and regulations (including, without limitation, all applicable laws regarding online conduct and data privacy); (ii) will not be for any unlawful purposes, to publish illegal content, or in furtherance of illegal activities; and (iii) will not infringe or misappropriate the intellectual property rights of Premium Group Realty or any third party.

5.3 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH HEREIN, PREMIUM GROUP REALTY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. PREMIUM GROUP REALTY DOES NOT REPRESENT OR WARRANT THAT PREMIUM GROUP REALTY SERVICE WILL BE ERROR-FREE, AND PREMIUM GROUP REALTY EXPRESSLY DISCLAIMS ANY WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION OR DATA ACCESSED OR USED IN CONNECTION WITH PREMIUM GROUP REALTY SERVICE. PREMIUM GROUP REALTY IS NOT RESPONSIBLE OR LIABLE FOR ANY PRODUCTS OR SERVICES NOT PROVIDED BY PREMIUM GROUP REALTY (INCLUDING ANY THIRD-PARTY PRODUCTS), AND DOES NOT GUARANTEE THE CONTINUED AVAILABILITY THEREOF OR ANY INTEGRATION THEREWITH, AND MAY CEASE MAKING ANY SUCH INTEGRATION AVAILABLE IN ITS SOLE DISCRETION.

6. Indemnification

Customer will defend Premium Group Realty against any claim, demand, suit, or proceeding made or brought against Premium Group Realty by a third party arising out of the Customer Content, Customer’s breach of this Agreement, or use of the Premium Group Realty Templates, and Customer will indemnify Premium Group Realty for any damages finally awarded against (or any approved settlement) Premium Group Realty in connection with any such Claim.

7. Limitation of Liability

UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL PREMIUM GROUP REALTY BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST CONTENT OR DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF A REPRESENTATIVE OF PREMIUM GROUP REALTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) ANY AGGREGATE LIABILITY IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR CLAIM.

8. Termination

8.1 Term. The term of this Agreement will commence on the Effective Date of the initial Order Form and continue until terminated as set forth below. The subscription term will start on sooner of (a) the Subscription Start Date as set forth in the Order Form and (b) website launch date and will continue until the Subscription End Date as set forth in the Order Form. Except as set forth in such Order Form, the term of such Order Form will automatically renew for successive renewal terms equal to the length of the initial term of such Order Form, unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. 

8.2 Termination. Each party may terminate this Agreement upon written notice to the other party if there are no Order Forms then in effect. Each party may also terminate this Agreement upon written notice in the event (a) the other party commits any material breach of this Agreement and fails to remedy such breach within thirty (30) days after written notice of such breach or (b) subject to applicable law, upon the other party’s liquidation, commencement of dissolution proceedings or

assignment of substantially all its assets for the benefit of creditors, or if the other party become the subject of bankruptcy or similar proceeding that is not dismissed within sixty (60) days. Premium Group Realty may also suspend any Premium Group Realty Services immediately upon notice (i) if Customer violates (or gives Premium Group Realty reason to believe it has violated) the License Restrictions; or (ii) if Premium Group Realty reasonably determines that its provision of any of the Premium Group Realty Services is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason.

8.3 Early Termination by Customer. Customer may terminate this Order Form prior to the Subscription End Date upon thirty (30) days’ written notice to Premium Group Realty and payment of 100% of the remaining fees for the full Subscription Term (including any unpaid Subscription Fees, Set-Up Fees, Marketing Fees, Add-On Services, etc.). Any fees paid or outstanding before the time of termination are non-refundable.

8.4 Suspension of Premium Group Realty Services. Premium Group Realty may also reasonably suspend Customer’s access to Premium Group Realty Services and hosting of the Customer Website at any time in its reasonable discretion if it possesses a good faith belief that Customer’s use of the Premium Group Realty Services may be in violation of the License Restrictions or if Customer has not fully paid any invoices within fourteen (14) days after when such invoice was due. Premium Group Realty shall not be liable or responsible for damages to Customer resulting from the suspension or termination of the Customer’s account. Reinstatement of suspended services requires payment of the outstanding balance in full, including any accrued interest. Suspension of Premium Group Realty Services shall not release Customer from any outstanding fees.8.5 Survival. Upon termination of this Agreement all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such termination will survive, including the License Restrictions and terms and conditions relating to proprietary rights and confidentiality, disclaimers, indemnification, limitations of liability and termination and the general provisions below.

9. General

9.1 Export Compliance. Each party will comply with the export laws and regulations of the United States,

European Union and other applicable jurisdictions in providing and using the Premium Group Realty Services.

9.2 Publicity. Customer agrees that Premium Group Realty may refer to Customer’s name and trademarks in Premium Group Realty marketing materials and website; however, Premium Group Realty will not use Customer’s name or trademarks in any other publicity (e.g., press releases, customer references and case studies) without Customer’s prior written consent (which may be by email). In addition, Premium Group Realty may include a link to Premium Group Realty website in the footer of the Customer Website and freely showcase any work product and deliverables provided to Customer on Premium Group Realty website and social media channels.

9.3 Assignment; Delegation. Neither party hereto may assign or otherwise transfer this Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement. In addition, Customer agrees that Premium Group Realty may have any of its obligations performed through an Affiliate of Premium Group Realty, provided that Premium Group Realty will remain responsible for its obligations hereunder and will be liable for such Affiliate’s performance hereunder as if it were Premium Group Realty hereunder. Any attempted assignment, delegation, or transfer by either party in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.

9.4 Amendment; Waiver. Premium Group Realty reserves the right in its sole discretion and at any time and for any reason to modify this Agreement. With respect to each Order Form, any modifications to this Agreement, shall become effective upon posting. It is Customer’s responsibility to review this Agreement from time to time for any changes or modifications. If Customer does not agree to the modified Agreement, Customer may provide written notice to Premium Group Realty and terminate this Agreement. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given, and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

9.5 Relationship. Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties. 

9.6 Unenforceability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms. 

9.7 Governing Law. This Agreement will be governed by the laws of the State of California, USA, exclusive of its rules governing choice of law and conflict of laws. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. All disputes arising out of the Agreement will be subject to the exclusive jurisdiction and venue of the state and federal courts of Los Angeles, CA, USA, and the parties hereby consent to the personal jurisdiction of these courts.

9.8 Notices. Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, or by overnight delivery. Notices to Customer must be sent to the email or other address set forth in the applicable Order Form. Notices to Premium Group Realty must be sent to the following address: Premium Group Realty. 1600 Calebs Path Suite 120, Hauppauge NY 11788.

9.9 Entire Agreement. This Agreement comprises the entire agreement between Customer and Premium Group Realty with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). No oral or written information or advice given by Premium Group Realty, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement.

9.10 Force Majeure. Neither party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control (“Force Majeure Event”), including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.Premium Group Realty SMS Program Terms & Conditions By providing your phone number to Premium Group Realty, you agree to receive SMS text messages related to real estate services, property updates, appointment scheduling, and follow-up communication.

Message frequency varies based on your interaction with our services.

Message and data rates may apply.

You can opt out at any time by replying STOP to any message. You may reply HELP for assistance.

For additional support, contact Premium Group Realty at (516) 412-6239 or visit

https://premiumgrouprealty.com.

For information about how we collect and use your data, please review our Privacy Policy at

https://premiumgrouprealty.com/privacy-policy.