Although we may attempt to notify you when major changes are made, you should visit this page periodically to review these terms. THIS AGREEMENT AFFECTS YOUR RIGHTS AND YOU SHOULD READ IT CAREFULLY. LionDesk may, in its sole discretion, modify or revise these terms and conditions at any time, and you agree to be bound by such modifications or revisions. If you do not accept and abide by this Agreement, you may not use LionDesk. In the event of an inconsistency between this Agreement and any other agreement we have with your company and/or confidentiality agreement between you and LionDesk, the agreement that provides more or broader protection and/or benefits to LionDesk shall control. Nothing in this Agreement shall be deemed to confer any third party rights or benefits. This agreement was last modified on July 27, 2016.
DEFINITIONS: Used in this agreement
"Works of Authorship": means those works fixed in any tangible medium of expression from which they can be perceived, reproduced or otherwise communicated, either directly or with the aid of a machine or device, whether or not they are copyrightable.
The “Service”: means the entire LionDesk suite of applications, methods and systems, developed, designed or provided by LionDesk and includes, but is not limited to (i) RealtyLion.com, (ii) LionDesk Software, (iii) MLS data, (iv) email, (v) websites, (vi) marketing and (v) telephone systems and toll free numbers.
"Confidential Information": means any and all information that is not generally known and that is proprietary to Lion Desk, all its present and future subsidiaries and affiliates, and any of its clients, consultants, suppliers. Confidential Information includes, without limitation, client, employee, supplier and independent contractor lists or other related information; commission and override amounts and levels; client information, database information, profiles or real estate preferences; Lion Desk Customers (as further defined in the Lion Desk Services Agreement between the parties); trade secrets of or about Lion Desk and its products and information or other proprietary information relating to designs, formulas, developmental or experimental work, know-how, products, processes, computer programs, the Service, source codes, databases, designs, schematics, other original Works of Authorship and any other information which would be valuable to third parties and detrimental to the interests of Lion Desk; any subject matter related to Lion Desk's research and development, engineering, purchasing, finance, marketing, promotion, operations, distribution and selling activities, whether now existing, acquired, developed by Lion Desk or made available anytime in the future to Lion Desk. All information that you have a reasonable basis to consider confidential or is treated by Lion Desk as confidential shall be presumed to be Confidential Information. You agree that any Confidential Information acquired by you or your assistant, agent, employee, partner or representative is the property of Lion Desk. You and Lion Desk agree that the Confidential Information for purposes of this relationship is to be broadly defined.
1. Service Availability. You understand and agree that the Service is provided on an AS IS and AS AVAILABLE basis. Lion Desk disclaims all responsibility and liability for the availability, timeliness, accuracy, security or reliability of the Service. Lion Desk also reserves the right to modify, suspend or discontinue the Service with or without notice at any time and without any liability to you.
2. Confidentiality. You agree at all times during your relationship with Lion Desk and from then on to hold in strictest confidence, and not to use, except for the benefit of Lion Desk, or to disclose, transfer or reveal, directly or indirectly to any person or entity any Confidential Information without the prior written authorization of Lion Desk.
3. Business Use. The Service is made available to agents, brokers and support staff for business use and only as allowed under the Lion Desk Services Agreement and as further authorized by Lion Desk. You are responsible for maintaining the confidentiality of your Service password and account, and are responsible for all activities that occur thereunder. Lion Desk reserves the right to refuse service to anyone at any time without notice for any reason.
4. Proper Use. Your use of the Service is subject to your acceptance of and compliance with the Agreement, and all other agreements and policies as Lion Desk may provide from time to time. You agree that you will use the Service in compliance with all applicable local, state, national, and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from your country of residence. You shall not, shall not agree to, and shall not authorize or encourage any third party to: (i) use the Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses, or is otherwise objectionable as reasonably determined by Lion Desk; (ii) upload, transmit or otherwise distribute content that infringes upon another party's intellectual property rights or other proprietary, contractual or fiduciary rights or obligations; (iii) prevent others authorized from using the Service; (iv) use the Service for any fraudulent or inappropriate purpose; or (v) act in any way that violates Lion Desk guidelines, as may be revised from time to time. Violation of any of the foregoing may result in immediate termination of this Agreement, and may subject you to state and federal penalties and other legal consequences. Lion Desk reserves the right, but shall have no obligation, to investigate your use of the Service in order to determine whether a violation of the Agreement has occurred or to comply with any applicable law, regulation, legal process or governmental request.
5. Lion Desk Content and Access. Lion Desk takes no responsibility for third party content (including, without limitation, any viruses or other disabling features), nor does Lion Desk have any obligation to monitor such third party content. Lion Desk reserves the right at all times to remove or refuse to distribute any content on the Service. Lion Desk also reserves the right to access, monitor, read, preserve, share and disclose any information created or stored in the Service (or any other Lion Desk systems or technology) including but not limited to MLS Data, consumer messages and comments, customer and broker or agent records and information, websites, emails, forum and instant messages, voicemails and telephone conversations as it reasonably believes is necessary to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce this Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues (including, without limitation, the filtering of spam), (d) respond to user support requests or customer service matters, (e) improve agent productivity or customer service (f) provide universal servicing or (f) protect the rights, property or safety of Lion Desk, its users and the public or for any other reason that Lion Desk determines in its sole discretion is necessary. You must have no expectation of privacy in anything that you create, store, send or receive using the Service. Lion Desk is not responsible or liable for any direct or indirect loss of business or inconveniences resulting from malfunctions, failures, delays, software or hardware failures, programming bugs, downtime or maintenance of the Service or any Lion Desk (or Lion Desk provided) system or technology including but not limited to Lion Desk, RealtyLion.com, email, web page hosting, telephone lines, cable lines, intranet or Internet access. Lion Desk is not responsible for nonperformance caused by acts of God or governmental authority, strike or labor disputes, breach of contract by suppliers, or any other cause beyond the reasonable control of Lion Desk. Lion Desk will not be responsible or liable for the exercise or non- exercise of its rights under this Agreement.
6. Cancellations & Refunds. You may cancel your Lion Desk paid subscription at any time, but you won't be issued a refund unless it's legally required.
7. Intellectual Property Rights. You acknowledge that Lion Desk owns all right, title and interest in and to the Service, including without limitation all intellectual property rights (the "Lion Desk Rights"), and such Lion Desk Rights are protected by U.S. and international intellectual property laws. Accordingly, you agree that you will not copy, reproduce, alter, modify, or create derivative works from the Service. You also agree that you will not use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service. The Lion Desk Rights include rights to (i) the Service developed and provided by Lion Desk, its affiliates, subsidiaries, partners and representatives; and (ii) all software associated with the Service. The Lion Desk Rights do not include third-party content used as part of Service, including the content of communications appearing on the Service. Furthermore you acknowledge you may not reverse engineer, decompile, or disassemble the Service. Any ideas, suggestions or feedback related to the Program or Services or improvements, corrections, or modifications of LionDesk provided by Subscriber to LionDesk shall be deemed the Confidential Information of LionDesk. LionDesk shall be free to use any such information without remuneration to Subscriber.
8. Representations and Warranties. You represent and warrant that (a) all of the information provided by you to Lion Desk to participate in the Services is correct and current; and (b) you have all necessary right, power and authority to enter into this Agreement and to perform the acts required of you hereunder.
9. Account Inactivity. After a period of inactivity, Lion Desk reserves the right to disable or terminate a user's account.
10. Publicity. Any use of Lion Desk’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features must be in compliance with this Agreement and any other agreement between you and Lion Desk and furthermore, in compliance with Lion Desk’s then current use guidelines.
11. Indemnification. You agree to hold harmless and indemnify Lion Desk and all of its directors, officers, affiliates, parent and subsidiary companies, shareholders, members, agents, other independent contractors and employees from and against any third party claim arising from or in any way related to your use of the Service, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Lion Desk will provide you with written notice of such claim, suit or action.