REALTY FEATURE L.L.C. END USER LICENSE AGREEMENT

Please read this End-User License Agreement ("Agreement") carefully before signing up or creating an account with Realty Feature. 

BY CREATING AN ACCOUNT OR SIGNING UP FOR THE APPLICATION, YOU ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, WE WILL NOT AND DO NOT LICENSE THE USE OF THE APPLICATION TO YOU AND YOU MUST NOT USE THE APPLICATION.

You represent and warrant that you are authorized to enter into this Agreement on behalf of yourself and/or the entity that you purport to represent and you agree your registration data is current, complete, and accurate. This Agreement will commence on the date that you complete the installation of the Application.

1. DEFINITIONS.

1.1 "Video Template Library" means the animated overlay templates created by Realty Feature for use by its customers to create and produce videos for real estate marketing purposes in accordance with the terms of this Agreement.

1.2 "Content" means any content, including but not limited to photographs, caricatures, illustrations, fonts, designs, icons, articles, text, music, audio clips and video clips.

1.3 "Application" means Realty Feature’s personal video creation services, and any other downloadable software offered from time to time by Realty Feature, including the Video Template Library, Realty Feature plug-ins and other software of third parties that Realty Feature offers to its Users, which enable Users to create, design, and produce quality videos by importing and/or naturally authoring Content with the Application.

1.4 "User" refers to a person or entity that has downloaded the Application.

1.5 "Website" means the Realty Feature website, currently located at https://www.Realty Feature.com.

2. DELIVERY OF APPLICATION.

2.1 Account Registration and Plan Selection. Before accessing and using the Application, you must establish an account and select a subscription plan. You are responsible for maintaining the confidentiality of your login credentials. You shall not share your account login with any third party. You are responsible and liable for all uses of the Application through access thereto provided by you, directly or indirectly. Specifically, and without limiting the generality of the foregoing, you are responsible and liable for all actions and failures to take required actions with respect to the Application by you and by any other person to whom you may directly or indirectly provide access to or use of the Application, whether such access or use is permitted by or in violation of this Agreement. 

2.2 Updates and Modifications. During the Term, Realty Feature may, in its sole discretion, notify you that it has released an updated version of the Application ("Updated Application"). Upon your receipt of such notification, you agree to download the Updated Application and to use the Updated Application instead of the prior version. Any Updated Application will also be considered "Application" for purposes of this Agreement. In addition, Realty Feature reserves the right to modify, suspend or discontinue, temporarily or permanently, the Application or any service to which it connects, with or without notice and without liability to you.

3. LICENSE GRANT.

3.1 Ownership of Application. Realty Feature shall retain all right, title and interest in the Application and in all intellectual property rights therein. Subject to Realty Feature’s ownership of the Realty Feature Template Library, you shall own all Content that you include in any video you submit to Realty Feature for production hereunder. You agree, however, that the combination of the Content with the Realty Feature Templates may only be used for the production of videos pursuant to this Agreement. No license or other rights of any kind are granted or conveyed except for the limited internal license expressly provided herein. You shall not offer, loan, transfer, encumber, sell or otherwise dispose of the Application to any third party without having received prior written authorization from Realty Feature. If you do so, the transfer will be deemed void.

3.2 CONDITIONS OF LICENSE. Subject to and conditioned on your payment of fees and registration, compliance with the terms and conditions of this Agreement, and compliance with the Terms and Conditions and Privacy Policy of Realty Feature, Realty Feature hereby grants to you a royalty-free, nonexclusive, non-transferable, non-sublicensable limited license under copyright to use, display, execute, and perform the Application during the term of this Agreement for the sole purpose of creating real estate marketing videos pursuant to this Agreement. You agree that you will not (a) reproduce, modify, distribute, transfer, disclose, or make available to any third party any portion of the Application (or any related user guides, documentation, screenshots or videos) in any form; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Application; or (c) publish any performance or benchmark tests or analyses relating to the Application or the use thereof. 

4. USER CONTENT.You represent that the Content that you provide to Realty Feature for the videos produced hereunder shall not contain any material (a) protected by copyright, trademark, trade secret, patent or any other intellectual property right without authorization, or (b) that is defamatory, trade libelous, unlawfully threatening or harassing, pornographic, obscene or harmful to minors, or (c) that violates any law or regulation, including without limitation, the laws and regulations governing export control, unfair competition, anti-discrimination, or false advertising. Further, you agree that you will not upload any material to the Website, that contains any computer viruses, worms or any other software intended to damage or alter a computer system or data. 

5. SUBMISSIONS.You acknowledge that Realty Feature has no obligation to review the Content that you provide, but that Realty Feature reserves the right to (a) withhold, remove and/or discard any User Content and/or video in accordance with its then-current Terms and Conditions, as posted on the Website, that it determines in its sole discretion breaches any of the representations and warranties and covenants set forth in Section 4, and you agree to indemnify and hold Realty Feature and its subsidiaries, affiliates, officers, employees, suppliers, service providers and partner companies harmless for any claims, losses, liabilities and expenses arising out of or relating to any breach of this section.

6. TERMINATION.This Agreement and the licenses granted hereunder shall terminate immediately if you breach any term or condition hereof. In the event of a termination of this Agreement, (a) those sections that by their nature are intended by the parties to survive shall survive and continue in effect to the extent necessary to protect the rights of the parties, including but not limited to Sections 3.1, 4 -11, and (b) you shall cease all use of the Application.

7. DISCLAIMER OF WARRANTIES.YOU ACKNOWLEDGE THAT THE APPLICATION PROVIDED MAY CONTAIN BUGS AND ERRORS. THE APPLICATION PROVIDED TO YOU "AS IS" AND ANY USE OF THE APPLICATION IS AT YOUR OWN RISK. TO THE EXTENT LEGALLY PERMITTED UNDER THE APPLICABLE LAW, REALTY FEATURE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

8. LIMITATION OF LIABILITY.YOU AGREE THAT TO THE EXTENT LEGALLY PERMITTED UNDER THE APPLICABLE LAW, REALTY FEATURE SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOU, YOUR CUSTOMERS OR THIRD PARTIES CAUSED BY FAILURE OF THE APPLICATION TO FUNCTION. IN NO EVENT WILL REALTY FEATURE BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, COST OF SUBSTITUTE GOODS, LOST DATA OR BUSINESS INTERRUPTION) IN CONNECTION WITH THE USE OF THE APPLICATION OR IN CONNECTION WITH ANY OTHER CLAIM ARISING FROM THIS AGREEMENT, EVEN IF REALTY FEATURE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF REALTY FEATURE ARISING FROM OR RELATING TO THIS AGREEMENT AND THE APPLICATION, REGARDLESS OF THE FORM OF ACTION OR CLAIM (E.G., CONTRACT, WARRANTY, TORT, STRICT LIABILITY, NEGLIGENCE, FRAUD OR OTHER LEGAL THEORY) IS LIMITED TO THE AMOUNTS PAID BY YOU TO REALTY FEATURE DURING THE SIX MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE REALTY FEATURE’S LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF REALTY FEATURE OR ITS AGENTS OR EMPLOYEES, OR FOR DEATH OR PERSONAL INJURY. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

9. CONFIDENTIALITY.Realty Feature considers the Application and any technical information, evaluation or reports supplied to you to be proprietary, and you agree to treat the Application as confidential material in a manner no less protective than you use to protect your own similar assets, but in no event will you use less than reasonable care to protect the Application. Except as provided herein, you agree not to permit any third-party access to the Application, nor to any materials generated by Realty Feature or you regarding the Application without Realty Feature’s advance written approval.

10. GENERAL PROVISIONS.

10.1 Feedback. In the event you provide Realty Feature with feedback regarding the use, operation or functionality of the Application ("Feedback"), including but not limited to information about operating results, known or suspected bugs, errors or compatibility problems, or desired features, you hereby assign to Realty Feature all rights in the Feedback and agree that Realty Feature shall have the right to use the Feedback and related information in any manner it deems appropriate.

10.2 Governing Law, Venue and Arbitration. This Agreement shall be governed by the laws of the state of Colorado without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. You and Realty Feature agree to submit to the jurisdiction of, and agree that venue is proper in, the state courts located in Dolores County, Colorado and the federal courts located in Denver, Colorado in such legal action or proceeding. Any claim or dispute (excluding claims for injunctive or other equitable relief as set forth below) in connection with this Agreement where the total amount of the award sought is less than five thousand U.S. Dollars (US$ 5,000.00) may be resolved in a cost-effective manner through binding non-appearance-based arbitration at the option of the party seeking relief. Such arbitration shall be initiated through an established alternative dispute resolution provider ("ADR Provider") that offers arbitration as set forth in this section and under the rules of the American Arbitration Association, except to the extent such rules are in conflict with this Agreement. The ADR Provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) all arbitration proceedings shall be held in English; c) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and d) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider. You acknowledge that any breach of this Agreement by you would cause irreparable injury to Realty Feature for which monetary damages would not be an adequate remedy and, therefore, Realty Feature will be entitled to seek injunctive relief (including specific performance) in any court of competent jurisdiction. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

10.3 No Assignment. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Realty Feature’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. 

10.4 Miscellaneous. This Agreement contains the entire Agreement between the Parties, and supersedes all prior agreements or representations, written or oral, with respect to the subject matter hereof. If any part of this Agreement is invalid or unenforceable in any jurisdiction, such invalidity or unenforceability does not affect any other term of this Agreement or invalidate or render unenforceable such term in any other jurisdiction. No amendment to this Agreement is effective unless it is in writing and signed by each Party. Notwithstanding anything in this Agreement to the contrary, no default, delay, or failure to perform on the part of either Party (except for any obligations to make payments to the other Party hereunder) shall be considered a breach of this Agreement if such default, delay, or failure to perform is shown to be due to causes beyond the reasonable control of the Party charged with the default, delay, or failure. No waiver under this Agreement is effective unless it is in writing and signed by the Party waiving its right. No failure or delay in exercising any right, remedy, power, or privilege or in enforcing any condition, or any act, omission, or course of dealing between the Parties will be deemed a waiver or estoppel of any right, remedy or condition arising from this Agreement. This Agreement may be signed in counterparts, each of which is deemed an original, but which together are deemed one and the same agreement. A signed copy of this Agreement delivered electronically will have the same legal effect as delivery of an original signed copy. All agreements, notices, disclosures, and other communications exchanged electronically have the same effect as if they were provided in writing. If any suit or other action is brought to construe or enforce this Agreement, the prevailing Party will be awarded reasonable attorneys' fees and court costs, besides all other relief to which such Party will be entitled.

11. Contact Information. If you have any questions about this Agreement, please contact us at Support at Realty Feature dot com, attention Legal Department.

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