Terms of Use

TERMS OF SERVICE AGREEMENT

PocketPropertiesApp.com is owned and operated by Pocket Properties App, Corp

This Terms of Service Agreement (this “Agreement”) is a contract between you (“you” or “User”) and Pocket Properties App Corp   (“Pocket Properties App”, “PocketPropertiesApp.com”, “we”, “our” or “us”).  You must read, agree to, and accept all of the terms and conditions contained in this Agreement in order to use the website https://PocketPropertiesApp.com, all affiliated websites, including mobile websites and applications, owned and operated by us, our predecessors or successors in interest, or our Affiliates (collectively, the “Site”), all services, applications and products that are accessible through the Site and all PocketPropertiesApp.com mobile applications that link to or reference this Agreement (together with the Site, the “Service”) whether provided by us or our Affiliates.

Prior to commencing a Campaign (as defined herein), each Issuer will be required to agree to all provisions of  our Issuer User Agreement.  Prior to making an initial investment, each Investor will be required to agree to all provisions of our Investor User Agreement.  In the event of a conflict between these Terms of Service and our Issuer User Agreement or Investor User Agreement (each a “User Agreement”), the User Agreement shall govern.

Some services offered by the Site or Service may be subject to other terms and conditions which will be included in a separate agreement between you and Pocket Properties App (each a “Pocket Properties App Agreement”).  Each Pocket Properties App Agreement will govern your relationship with Pocket Properties App with respect to the services to which it applies.  In the event of a conflict between these Terms of Service and a Pocket Properties App Agreement, the Pocket Properties App Agreement shall govern only with respect to the specific services to which it applies.

This Agreement includes and hereby incorporates by reference the PocketPropertiesApp.com Privacy Policy, our Issuer User Agreement, our Investor User Agreement, each Pocket Properties App Agreement and all other agreements between you and Pocket Properties App as such agreements may be in effect and modified by PocketPropertiesApp.com from time to time (collectively, with this Agreement, the “Terms of Service”).  PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE BROWSING THIS SITE.  USING THIS SITE INDICATES THAT YOU HAVE READ AND ACCEPT THESE TERMS. YOU MAY NOT USE OR ACCESS THE SITE OR SERVICES IF YOU DO NOT ACCEPT THESE TERMS.

Subject to the conditions set forth herein, PocketPropertiesApp.com may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Site.  If the amendment includes an increase to Fees charged by PocketPropertiesApp.com, the increased Fee will be effective in the billing cycle following notice of such change to you.  We may not provide any advance notice for any other changes, including changes resulting in a reduction in Fees or any temporary or promotional Fee change.  Any revisions to the Terms of Service will take effect on the noted effective date or when posted if there is no noted effective date (each, as applicable, the “Effective Date”).

Your continued use of the Site or the Service after the Effective Date of a revised version of this Agreement or of any other Terms of Service constitutes your acceptance of and agreement to be bound by the Terms of Service as revised.  In the event of a conflict between this Agreement and the other Terms of Service, this Agreement will control unless the other Agreement explicitly states that it controls. Capitalized terms are defined throughout this Agreement.

YOU UNDERSTAND THAT BY USING THE SITE OR SERVICE AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE MANDATORY BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISIONS IN ARTICLE 11 OF THIS AGREEMENT.  IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SERVICE AFTER THE EFFECTIVE DATE.  IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THE TERMS OF SERVICE.  IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY.

Arbitration Agreement NoticeThis agreement contains a predispute arbitration clause. By signing an arbitration agreement the parties agree as follows:(A) All parties to this agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.(B) Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited.(C) The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.(D) The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date.(E) The panel of arbitrators may include a minority of arbitrators who were or are affiliated with the securities industry.(F) The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.(G) The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this agreement.”

DIGITAL SIGNATURE

You can browse the Site without registering, but to use the Site and Service, you must register for a PocketPropertiesApp.com account.  By registering for a PocketPropertiesApp.com account on the Site (an “Account”) or by clicking to accept the Terms of Service or any other document when prompted on the Site, you are deemed to have executed this Agreement and the other Terms of Service and any such other document electronically, effective on the date you register your Account or click to accept the Terms of Service or document, pursuant to the U.S. Electronic Signatures in Global and National Commerce Act (the E-Sign Act) (15 U.S.C. § 7001, et seq.).  Your Account registration constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement, the other Terms of Service, other documents and any amendments to such documents.  No such agreement or document shall be denied legal effect solely because it is in electronic form or permits the completion of the business transaction referenced therein electronically instead of in person. The electronic signature of any person on any such document, consent or agreement shall be considered as an original signature, and the document transmitted is to be considered to have the same binding effect as an original signature on an original document.

2.  CONSENT TO USE ELECTRONIC RECORDS

In connection with the Terms of Service, you may be entitled to receive certain records from PocketPropertiesApp.com or our Affiliates, such as contracts, notices, and communications, in writing.  The Federal Electronic Signatures in Global and National Commerce Act (“ESIGN”) and similar state laws, particularly the Uniform Electronic Transactions Act (“UETA”), authorize the creation of legally binding and enforceable agreements utilizing electronic records and signatures. ESIGN and UETA require businesses that want to use electronic records or signatures in consumer transactions to obtain the consumer’s consent to receive information electronically. To facilitate your use of the Site and the Service, you hereby consent to our transaction of business electronically and to our maintenance of electronic records in compliance with ESIGN and UETA requirements, and you give us permission to provide these records to you electronically instead of in paper form.

2.1   YOUR CONSENT AND YOUR RIGHT TO WITHDRAW CONSENT

By registering for an Account, you consent to electronically receive and access, via email or the Site, all records and notices for the services provided to you under the Terms of Service that we or our Affiliates would otherwise be required to provide to you in paper form.  However, we reserve the right, in our sole discretion, to communicate with you via the U.S. Postal Service and other third-party mail services using the address under which your account is registered. Your consent to receive records and notices electronically will remain in effect until you withdraw it.  You may withdraw your consent to receive further records and notices electronically at any time by contacting us at contact@PocketPropertiesApp.com.  If you withdraw your consent to receive such records and notices electronically, we will revoke your access to the Site and the Service, and you will no longer be permitted to use the Site or the Service. Any withdrawal of your consent to receive records and notices electronically will be effective only after we have a reasonable period of time to process your request for withdrawal.  Please note that your withdrawal of consent to receive records and notices electronically will not apply to records and notices electronically provided by us to you before the withdrawal of your consent becomes effective.

3.  DISPUTE RESOLUTION

3.1   DISPUTE PROCESS AND SCOPE

If a dispute arises between you and PocketPropertiesApp.com or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively.  Accordingly, you, PocketPropertiesApp.com, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the other Terms of Service, your relationship with PocketPropertiesApp.com, the termination of your relationship with PocketPropertiesApp.com or the Service (each, a “Claim”) in accordance with this Section.  For the avoidance of doubt, Claims include, but are not limited to, all claims, disputes, or controversies arising out of or relating to the Terms of Service, any payments or monies you claim are due to you from PocketPropertiesApp.com or its Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, expense reimbursement, termination, discrimination or harassment and claims arising under the Uniform Trade Secrets Act as enacted in any state, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to your relationship with PocketPropertiesApp.com or the termination of that relationship.  Only with respect to the Arbitration Provision, Claims do not include disputes arising out of either party’s intellectual property rights for which a provisional remedy or equitable relief is sought or disputes that may not be subject to a pre-dispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) and are excluded from the coverage of the Arbitration Provision.  You agree that any Claim must be resolved as described in the subsections below titled “Informal Dispute Resolution” and “Mandatory Binding Arbitration”.  You understand and agree (i) that the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action or private attorney general action) unless both you and PocketPropertiesApp.com specifically agree to do so following initiation of the arbitration and (ii) that you and PocketPropertiesApp.com are each waiving the right to a jury trial or a trial before a judge in a public court.

3.2   INFORMAL DISPUTE RESOLUTION

Before serving a demand for arbitration of a Claim, you agree to first notify PocketPropertiesApp.com of the Claim addressed to Pocket Properties App Corp at 8 the Green Suite 12540 Dover Delaware 19901 or by email to contact@PocketPropertiesApp.com, and PocketPropertiesApp.com agrees to provide to you a notice at your email address on file (in each case, a “Notice”) and seek informal resolution of the Claim.  Any Notice from you must include your name, pertinent Account information, a brief description of the Claim and your contact information so that we may evaluate the Claim and attempt to informally resolve the Claim.  Any Notice from PocketPropertiesApp.com must include pertinent account information, a brief description of the Claim, and PocketPropertiesApp.com’s contact information, so that you may evaluate the Claim and attempt to informally resolve the Claim.  Both you and PocketPropertiesApp.com will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.

3.3   MANDATORY BINDING ARBITRATION

Any unresolved controversy or Claim between you and PocketPropertiesApp.com arising out of or relating to this Agreement or the Terms of Service and not resolved informally, except as (i) otherwise provided in this Agreement, or (ii) any such controversies or Claims arising out of either party’s intellectual property rights for which a provisional remedy or equitable relief is sought, shall be submitted to arbitration. You and Pocket Properties App each irrevocably submit all disputes arising under this agreement to arbitration in the City of Richmond, State of Virginia before a single arbitrator of the American Arbitration Association (“AAA”). The arbitrator shall be selected by application of the rules of the AAA, or by our mutual agreement.  Each party shall be responsible for its own costs associated with the arbitration, except that the costs of the arbitrator shall be equally divided by the parties. The award issued by the arbitrator may be confirmed in a judgment by any federal or state court of competent jurisdiction. You and PocketPropertiesApp.com each consent to personal jurisdiction for any equitable action sought in any court of City of Richmond, State of Virginia, having subject matter jurisdiction.  You agree that this dispute process is the EXCLUSIVE method of resolving all such disputes.

3.4   CHOICE OF LAW

This Agreement, the other Terms of Service, and any Claim will be governed by and construed in accordance with the laws of the State of Virginia, without regard to its conflict of law provisions.

4.  INDEMNIFICATION

You will indemnify, defend, and hold harmless PocketPropertiesApp.com, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third-party or other User against an Indemnified Party relating to: (a) use of the Site and the Service by you or your agents, including any payment obligations incurred through use of the Service; (b) failure to comply with the Terms of Service by you or your agents; (c) failure to comply with applicable law by you or your agents; (d) negligence, willful misconduct, or fraud by you or your agents; and (e) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents.

5.  AGREEMENT TERM AND TERMINATION

5.1   EFFECTIVE DATE; METHOD OF TERMINATION

The Terms of Service, as amended from time to time, will become effective on the later of the Effective Date or on your first visit to the Site and will remain in effect for the duration of your use of the Site or Service.  Upon termination of your User Agreement for any reason, except as otherwise provided herein, this Agreement and all Terms of Service will be terminated, and you will not be permitted to use the Site or Service unless and until a replacement User Agreement and other Terms of Service are executed by both parties.  You may provide written notice of termination to support@PocketPropertiesApp.com.  We may provide written notice of termination to your email address on file.  In the event this Agreement is terminated, your right to use the Site is automatically revoked, and your Account will be closed; however, you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination to PocketPropertiesApp.com for any Service.  Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or PocketPropertiesApp.com from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.  Those portions of the Terms of Service necessary to implement the foregoing survive termination of this Agreement for any reason.

5.2   ACCOUNT SUSPENSION, REVOCATION OR CLOSURE

(a) Without limiting PocketPropertiesApp.com’s other rights or remedies, we may temporarily suspend, indefinitely suspend, or permanently revoke your access to the Site and refuse to provide any or all Service to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement, the User Agreement  or other parts of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or PocketPropertiesApp.com or our Affiliates or may be contrary to the interests of the Site or the User community or may involve illicit activity.  If your Account is suspended or closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without PocketPropertiesApp.com’s prior written consent.  If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available bank account or charge or debit card or other Payment Method you have provided to pay for any amounts owed by you to the extent permitted by applicable law.

(b)  If your Account is closed for any reason, you will no longer have access to data, messages, files, and other material you keep on the Site.  If practicable or required by law, PocketPropertiesApp.com will retain this information for a period of up to five years from the date of closure.  However, you understand that any closure of your Account may involve deletion of any content stored in your Account for which PocketPropertiesApp.com will have no liability whatsoever.

5.3   CONSEQUENCES OF AGREEMENT TERMINATION

(a) Termination of this Agreement and/or closing of your Account will not relieve you of the requirement to pay Fees incurred before termination of this Agreement, which Fees, together with any applicable taxes, you hereby authorize PocketPropertiesApp.com to charge to your financial account or credit or debit card pursuant to Section 5 of this Agreement (Payment Terms).

(b) Except as otherwise required by applicable law, we will notify you if we close your Account, unless we believe, in our sole judgment, that giving notice may cause damage.

5.4   SURVIVAL

After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after the Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions protecting Confidential Information, requiring arbitration, protecting intellectual property, indemnification, payment of Fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates.