End User License Agreement (EULA)
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, this agreement shall control. Nothing in this Agreement shall be deemed to confer any third party rights or benefits. This agreement was last modified on August 15, 2018.
DEFINITIONS: Used in this agreement
"Confidential Information": means any and all information that is not generally known and that is proprietary to LionDesk, 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; LionDesk Customers (as further defined in the LionDesk Services Agreement between the parties); trade secrets of or about LionDesk 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 LionDesk; any subject matter related to LionDesk's research and development, engineering, purchasing, finance, marketing, promotion, operations, distribution and selling activities, whether now existing, acquired, developed by LionDesk or made available anytime in the future to LionDesk. All information that you have a reasonable basis to consider confidential or is treated by LionDesk 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 LionDesk. You and LionDesk agree that the Confidential Information for purposes of this relationship is to be broadly defined.
“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.com, (iii) LionDesk Software, (iv) email, (v) websites, (vi) marketing and (v) telephone systems and toll-free numbers.
"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.
- License. LionDesk grants you a non-exclusive, non-transferable, revocable limited license to use the Service. The license granted under this Agreement is specific to you and cannot be transferred, sublicensed, or assigned without the prior written consent of LionDesk. LionDesk reserves the right to pursue any available legal remedies for your unauthorized use of the Service.
- Service Availability. You understand and agree that the Service is provided on an AS IS and AS AVAILABLE basis. LionDesk disclaims all responsibility and liability for the availability, timeliness, accuracy, security or reliability of the Service. LionDesk also reserves the right to modify, suspend or discontinue the Service with or without notice at any time and without any liability to you.
- Confidentiality. You agree at all times during your relationship with LionDesk and from then on to hold in strictest confidence, and not to use, except for the benefit of LionDesk, or to disclose, transfer or reveal, directly or indirectly to any person or entity any Confidential Information without the prior written authorization of LionDesk.
- User Content. By entering any text, photographs, images, graphics, audio, videos, maps, diagrams, or other information (the “User Content”) into the Service, you grant LionDesk a sublicensable, royalty-free irrevocable license to use and display your User Content in the Service and for any other reason not inconsistent with the terms of this EULA.
- Business Use. The Service is made available to agents, brokers and support staff for business use and only as allowed under the LionDesk Services Agreement and as further authorized by LionDesk. You are responsible for maintaining the confidentiality of your Service password and account and are responsible for all activities that occur thereunder. LionDesk reserves the right to refuse service to anyone at any time without notice for any reason.
- 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 LionDesk 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) allow any third-party to use the Service, including without limitation any parent company, subsidiary, affiliate, or agent; (ii) use the Service to upload, transmit or otherwise distribute any User Content or other information that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses, or is otherwise objectionable as reasonably determined by LionDesk; (iii) upload, transmit or otherwise distribute content that infringes upon another party's intellectual property rights or other proprietary, contractual or fiduciary rights or obligations; (iv) prevent others authorized from using the Service; (v) use the Service for any fraudulent or inappropriate purpose; or (vi) act in any way that violates LionDesk 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. LionDesk 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.
- LionDesk Content and Access. LionDesk takes no responsibility for third party content (including, without limitation, any viruses or other disabling features), nor does LionDesk have any obligation to monitor such third-party content. LionDesk reserves the right at all times to remove or refuse to distribute any content on the Service. LionDesk also reserves the right to access, monitor, read, preserve, share and disclose any information created or stored in the Service (or any other LionDesk 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 (g) protect the rights, property or safety of LionDesk, its users and the public or for any other reason that LionDesk 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. LionDesk 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 LionDesk (or LionDesk provided) system or technology including but not limited to LionDesk, RealtyLion.com, email, web page hosting, telephone lines, cable lines, intranet or Internet access. LionDesk 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 LionDesk. LionDesk will not be responsible or liable for the exercise or non-exercise of its rights under this Agreement.
- Cancellations & Refunds. You may cancel your LionDesk paid subscription at any time, but you will not be issued a refund unless it is legally required.
- Intellectual Property Rights. You acknowledge that LionDesk owns all right, title and interest in and to the Service, including without limitation all copyright, trademark, service mark, trade secret, patent, and other intellectual property rights (the "LionDesk Rights"), and such LionDesk Rights are protected by U.S. and international intellectual property laws. Accordingly, you agree that you will not copy, reproduce, alter, modify, remove any intellectual property notice, 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 LionDesk Rights include rights to: (i) the Service developed and provided by LionDesk, its affiliates, subsidiaries, partners and representatives; and (ii) all software associated with the Service. The LionDesk 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 Service or improvements, corrections, or modifications of LionDesk provided by you to LionDesk shall be deemed the Confidential Information of LionDesk. LionDesk shall be free to use any such information without remuneration to you.
You shall retain all rights in your User Content.
- Representations and Warranties. You represent and warrant that: (a) all of the information provided by you to LionDesk to participate in the Services is correct and current and you are authorized to provide such information to LionDesk; (b) the User Content will not violate any contract or proprietary right of any third party; (c) the User Content does not you will use the Service only as authorized, (c) you will comply with all applicable laws, rules, and regulations in your use of the Service, and (d) you have all necessary right, power and authority to enter into this Agreement and to perform the acts required of you hereunder.
- Account Inactivity. After a period of inactivity, LionDesk reserves the right to disable or terminate a user's account.
- Publicity. Any use of LionDesk’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (the “Trademarks”) must be in compliance with this Agreement and any other agreement between you and LionDesk and furthermore, in compliance with LionDesk’s then current use guidelines. You are prohibited from altering or deleting any Trademarks or using any Trademarks in a manner that suggests or implies LionDesk endorses you or your business.
- Data. Information about our customers and the data they enter into the Service is an important part of our business, and we are not in the business of selling it to others. LionDesk will only share your data with our authorized service providers that perform services or functions on our behalf, as required by law, or as described below.
From time to time, we may disclose data as follows:
- To organizations that provide services for or on behalf of LionDesk. Examples include fulfilling orders, delivering packages and brochures, sending postal mail and e–mail, removing repetitive information from customer lists, analyzing data, providing marketing assistance, providing search results and links (including paid listings and links), processing credit card payments, and providing customer service. These parties have access to the data needed to perform their functions.
- To protect our website and our rights under our Terms and Conditions and this Agreement;
- to protect ourselves against liability or prevent fraudulent activity;
- where it is necessary to permit us to pursue available remedies or limit any damages that we may sustain;
- To effect a corporate transaction, in connection with the sale, merger, spin–off or other corporate reorganization of our corporation, where the information is provided to the new controlling entity in regular course of business;
- Where the information is public; or
- To our insurers and to regulatory agencies.
- Indemnification. You agree to hold harmless and indemnify LionDesk and all of its directors, officers, affiliates, parent and subsidiary companies, shareholders, members, agents, affiliates, licensors, other independent contractors and employees from and against any third party claim arising from or in any way related to your breach of this Agreement, your use of the Service, or any claims that the User Content violates the contract or proprietary right of a third-party, 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, LionDesk will provide you with written notice of such claim, suit or action.
- Disclaimer. EXCEPT FOR ANY WARRANTIES PROVIDED BY LIONDESK TO YOU IN WRITING, LIONDESK AND ITS LICENSORS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OR REPRESENTATIONS OF ANY KIND WITH RESPECT TO THE SERVICE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF PERFORMANCE, QUIET ENJOYMENT, TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. LIONDESK DISCLAIMS ANY WARRANTIES OF UNINTERRUPTED, SECURE OR ERROR-FREE SERVICE. YOU ACKNOWLEDGE THAT, DUE TO THE NATURE OF THE INTERNET, TRANSMISSIONS TO AND FROM THE SERVICE MAY BE INTERCEPTED BY THIRD PARTIES AND AGREE THAT ACCESS TO AND USE OF THE SERVICE IS AT YOUR OWN RISK.
- Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, WILL WE OR ANY OF OUR DIRECTORS, SHAREHOLDERS, OFFICERS, AFFILIATES, PARENT AND SUBSIDIARY COMPANIES, MEMBERS, AGENTS, EMPLOYEES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF BUSINESS, BUSINESS INTERRUPTION, LOSS OF DATA OR COST OF SUBSTITUTE DATA, OR OTHER SIMILAR DAMAGES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICE INCLUDING, BUT NOT LIMITED TO, RELIANCE BY YOU ON ANY INFORMATION OR CONTENT OBTAINED THROUGH USE OF THE SERVICE OR THAT RESULT FROM MISTAKES, OMISSIONS, DELETIONS OR DELAYS IN TRANSMISSION OF THE SERVICE, INTERRUPTIONS IN TELECOMMUNICATION OR INTERNET CONNECTION TO THE SERVICE, VIRUSES OR FAILURES OF PERFORMANCE, WHETHER CAUSED IN WHOLE OR PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATION OR INTERNET FAILURE, THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO THE SERVICE.
YOU ACKNOWLEDGE THAT IF FOR ANY REASON ANY OF THE FOREGOING LIMITATIONS OF LIABILITY IS HELD TO BE UNENFORCEALE, LIONDESK’S MAXIMUM AGGREGATE LIABILITY TO YOU SHALL BE THE TOTAL AMOUNT PAID BY YOU TO LIONDESK IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
- Choice of Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of California, without giving effect to its conflict of laws, provisions or your actual state or country of residence. Any claims, legal proceeding or litigation arising in connection with the Service will be brought solely in San Diego County, California, and you consent to the jurisdiction of such courts.
- Jurisdictional Issues. We operate and provide the Service from our offices in the United States of America. If you reside outside the U.S., any information you enter into the Service may be transmitted outside your country of residence to the U.S., the data protection laws of which may be less strict than laws in your country of residence. By entering any information into the Service, you acknowledge and agree to the transmission of such information.
- Notices. Any notices you send to us pursuant to the terms of this Agreement shall be in writing and sent by nationally-recognized courier service or certified mail, return receipt requested, to LionDesk at:
5937 Darwin Court, Suite 101
Carlsbad, CA 92008
or to you at the email address you provide to LionDesk during your use of the Service, or such other addresses as ether party may specify in writing. Notice shall be effective upon receipt.
- Assignment. LionDesk may assign its rights under this Agreement in connection with a merger, consolidation, acquisition or reorganization at any time without prior notice to you. You are prohibited from assigning your rights under this Agreement without the prior written consent of LionDesk, which may be withheld in LionDesk’s sole discretion.
- Miscellaneous. If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, the remainder of this Agreement will continue in full force and effect. You acknowledge that nothing in this Agreement or in the relationship created herein shall be construed as a joint venture, partnership, agency or third-party beneficiary relationship. Any failure by LionDesk to assert any rights it may have under this Agreement does not constitute a waiver of our right to assert the same or any other right at any other time or against any other person or entity.
- Claims of Copyright Infringement. If you believe in good faith that any content or material made available in connection with the Service infringes your copyright, please read our DMCA Statement.