Terms & Conditions
WHEREAS, Agent Leap is a B2B software product used by Real Estate Professionals who have California Regional Multiple Listing Service Matrix Access.
WHEREAS, Agent Leap is a third-party software company with no business dealings or direct affiliations with the CRMLS, and operates independently.
WHEREAS, Agent Leap’s proprietary software will not work for member’s who do not have access to the CRMLS Matrix, as it relies on CRMLS credentials to work effectively.
WHEREAS, Agent Leap maintains the Website, which contains both a public area and secure areas; and
WHEREAS, Agent Leap intends to make available on the secure areas of the Website certain data for the benefit of the subscriber end-client (members) who have engaged Agent Leap to utilize the automation software upon purchase.
NOW, THEREFORE, the parties agree as follows:
"Agent Leap Content"
Means, collectively, the Agent Leap Deliverables, Agent Leap Proprietary Materials, and Website Content.
"Agent Leap Deliverables"
Means any technology, software, templates, user manuals, content, free bonuses, and support, have been created by Agent Leap, and that Agent Leap makes available to You through the Secure Area of the Website.
"Agent Leap Proprietary Materials"
Means Agent Leap’s Intellectual Property, it’s software, templates and documents, Agent Leap’s written policies and procedures, and information regarding pricing for Agent Leap’s products, and other information or documents that by their nature or the circumstances of disclosure, ought in good faith to be treated as proprietary and/or confidential.
Means one or more portions of the Website, including those located at https://agentleap.com/member-login makes available solely to Website users / subscribers / members, through use of usernames and passwords that allow access to a Secure Area. This Secure area is the Agent Leap Software download portal and user profile section.
Means the text, images, videos, documents and other information that Agent Leap makes available on the Website and which are not Agent Leap Deliverables or Agent Leap Proprietary Materials.
Means the individual or subscriber who is seeking to access and use the Secure Area and Website, and its content/software.
Means any information submitted to Agent Leap by you through the Website or Secure Area, including any identifying information, proprietary information, text, images, documents and any other information created and submitted by You or your third-party agents, representatives or associates.
- Authority to Enter Agreement.
You hereby represent and agree that You have the authority to enter into this Agreement.
- Scope of Agreement.
The terms and conditions of this Agreement apply to the Secure Area of the Website. All content, Agent Leap software, information, documents, and software functionalities, that You may access and use via the Secure Area are subject to the licenses, restrictions, disclaimers and other terms and conditions set forth in this legal notice. The portions of the Website that are accessible to the general public without use of a username and password are governed by separate terms and conditions which are available upon request or by clicking on the hypertext link "Terms and Conditions" posted on each page footer, on the public portion of the Website. This Agreement is binding upon the individual accessing the Website.
You agree to take all reasonable precautions to safeguard the confidentiality of the Agent Leap Proprietary software and materials, exercising at least a reasonable degree of care, and agree to promptly notify Agent Leap of any unauthorized use or disclosure of the Agent Leap Proprietary Materials, and to take all necessary actions to prevent use or disclosure of the Agent Leap Proprietary Materials in breach of this Agreement. Nothing in this Agreement shall be construed to restrict You from disclosing Agent Leap Proprietary Materials as required by law, subpoena, court order or other governmental order or request as long as You provide Agent Leap prior notice of each such disclosure, use all reasonable efforts to limit such disclosure and permit Agent Leap to attempt to limit the disclosure by appropriate legal means. Your obligations to keep confidential the Agent Leap Proprietary Materials shall survive following the termination or expiration of the Agreement.
Agent Leap agrees to take all reasonable precautions to safeguard the confidentiality of your Content, exercising at least a reasonable degree of care, and agrees to promptly notify You of any unauthorized use or disclosure of your Content, and to take all reasonable action to prevent use of your Content in breach of this Agreement. Nothing in this Agreement shall be construed to restrict Agent Leap from disclosing your Content as required by law, subpoena, court order or other governmental order or request as long as Agent Leap provides You prior notice of each such disclosure, uses all reasonable efforts to limit such disclosure, and permits You to attempt to limit the disclosure by appropriate legal means. Agent Leap's obligations to keep confidential your Content shall survive following the termination or expiration of the Agreement.
5.1 Use of the Website and Website Content.
Agent Leap hereby grants You a nonexclusive, nontransferable license to access, view and use the Website via the Internet and to view Website Content, and download the Agent Leap copy of the software for internal business purposes. You shall comply with all applicable laws and regulations with respect to use of the Website and all materials set forth thereon. This license only grants to You the right to use the Website and Website Content/software, and You do not acquire any right of ownership or title in it. All rights, title and interest in and to the Website and Website Content/software will at all times remain in Agent Leap.
5.2 Use of Agent Leap Deliverables.
Agent Leap hereby grants You the right to access and download, view, and use the Agent Leap Deliverables in a manner consistent with regulatory obligations and the confidentiality obligations set forth in this Agreement as well as any other confidentiality obligation binding upon You or relating to your Content or the content of the Agent Leap Deliverables.
5.3 Use of the Agent Leap Proprietary Materials.
Agent Leap hereby grants You a nonexclusive, nontransferable license to access, use, view and download a copy of the Agent Leap Proprietary Materials for Customer's internal business purposes or to conduct business with Agent Leap. This license only grants to You the rights to the Agent Leap Proprietary Materials set forth in this Agreement, and You do not acquire any right of ownership or title in them. All rights, title and interest in and to the Agent Leap Proprietary Materials will at all times remain the property of Agent Leap.
5.4 Use of Your Content.
You hereby grant Agent Leap the right to use your Content in connection with enhancing our software with periodic updates, and to retain a copy of your Content to satisfy applicable regulatory obligations.
Your right to use the Website, Agent Leap Proprietary Materials/Software, and the Website Content is limited to the individual to whom Agent Leap issues a password upon purchase for the access. Such individual may not transfer or make available the username and password or other account information to any other individual whatsoever, including other agents or employees. Any such distribution by You of your account identification or password may result in termination of this Agreement in Agent Leap's sole discretion. You may not: (i) use, copy or disclose the Website, the Website Content or the Agent Leap Proprietary Materials/software except as permitted by this Agreement; (ii) use the Website or the Agent Leap Content for time-sharing, rental or service bureau purposes; (iii) sell, sublicense, resell, or otherwise transfer your right to use the Website, the Website Content or the Agent Leap Proprietary Materials/software; (iv) modify, reverse engineer, decompile or disassemble any part or all of the Website, the Website Content or the Agent Leap Proprietary Materials/software; or (v) create or attempt to create derivative works based on, or of the Website, the Website Content or the Agent Leap Proprietary Materials/software, in whole or in part.
- Warranty regarding Copyright, Trademark or Other Proprietary Rights.
Agent Leap has provided a means for You to retrieve information, software, or other materials through the Secure Area of the Website. You shall not upload, post, submit or otherwise make available on the Website any material protected by copyright, trademark, patent or other proprietary right without the express permission of the owner of the copyright, trademark, patent or other proprietary right and the burden of determining that any material is not protected by such intellectual property rights rests with You. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, patents, or other intellectual property rights, or misappropriation of trade secrets or any other harm resulting from such a submission. You warrant that You possess the right to copy and distribute such materials to Agent Leap and to allow Agent Leap to use such materials in connection with providing services.
- Warranty regarding Individually Identifiable Health Information.
If You submit individually identifiable information to Agent Leap through the Website, You warrant that You have obtained all valid authorizations, consents, and permissions necessary under federal and state law to disclose such material to Agent Leap and allow Agent Leap to use such materials in connection with providing services.
You shall indemnify Agent Leap, its directors, employees, agents and suppliers against, and hold them harmless from, any and all lawsuits, claims, expenses (including reasonable attorneys' fees), settlements, damages, judgments and the like arising from your use of the Website and/or the Agent Leap Content/Software/Secure Area.
- Injunctive Relief.
You agree that if You breach or threaten to breach this Agreement in any manner Agent Leap may suffer irreparable damage, money damages will be inadequate, and Agent Leap shall be entitled to preliminary and other injunctive relief by a court of competent jurisdiction against any such breach or threatened breach, without having to wait for You to cure a breach and without having to post a bond or other security. Such injunctive relief shall be in addition to, and in no way in limitation of, any and all other remedies Agent Leap may have in law or equity, or under this Agreement, for the enforcement of this Agreement.
- Agent Leap's Warranties and Disclaimers of Warranties.
Agent Leap makes no representations or warranties about the website or the Agent Leap content/software, including without limitation the suitability of the Agent Leap content and other information contained on this website for any purpose. Your access to and use of the website, such content and other information are provided "as is" without warranty of any kind. Agent Leap and/or its suppliers hereby disclaim all warranties and conditions with regard to the website, the Agent Leap content and other information, including without limitation all implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and availability.
Agent Leap does not warrant the accuracy of any content or other information contained on the website. Further, Agent Leap does not warrant that: the website or the Agent Leap content/software will meet your requirements; the website or the Agent Leap content/software, including without limitation its operation, or the rendering of the product will be error-free; or all defects will be corrected. Agent Leap also does not warrant that the website or the Agent Leap content / software will function properly in combination with your equipment / machine.
Notwithstanding anything to the contrary in this section, the foregoing disclaimers shall not be construed to limit in any way the warranties that may have been provided by Agent Leap under any services agreement with you.
- Limitation of Remedies and Limitation of Liabilities.
Your sole and exclusive remedy from your inability to use or access the website, the Agent Leap content/software, or your content, defects in the website, or any other matter arising from your use, of or inability to use the website, the Agent Leap content or your content shall be that Agent Leap shall use reasonable efforts to provide you with a copy of the Agent Leap content/software, or your content, in an electronic format compatible with Microsoft Corporation's then-generally available version of word or a paper copy of the content, in Agent Leap’s sole discretion.
You are responsible for the selection of the software to satisfy your requirements, for your data, and conclusions drawn, from operating the Agent Leap software. Agent Leap will have no liability to you, third parties or related parties in connection with the use of such data, results and conclusions, or arising out of any use of the website or the content/software, and do not assume any responsibility for your acts or omissions which may result in any liability or damages due to malpractice, failure to warn, negligence or any other basis.
In addition, actions or inactions of third parties may result in situations in which your internet connection, use of the website, the content/software, or other information may be impaired, disrupted or damaged. Agent Leap does not and cannot control the flow of data to or from the internet, and so disclaims any and all liability resulting from or related to such actions or inactions.
In no event shall Agent Leap be liable for direct, indirect, special, incidental, punitive or consequential damages, including but not limited to, losses resulting from business disruption, loss of data, lost profits, lost goodwill, or damage to systems or data, whether in an action for contract, tort (including negligence) or otherwise, even if Agent Leap or its suppliers have been advised of the possibility of such damages.
The obligations of Agent Leap and your rights and remedies set forth in this agreement are exclusive and are given in substitution for all other warranties, obligations, and liabilities of Agent Leap under this agreement; provided, however, that nothing in this section shall be construed to limit in any way the remedies that may be available to you under any services agreement between you and Agent Leap.
- Term and Termination.
This Agreement is effective immediately and shall continue until terminated as described in this section. Agent Leap may suspend or terminate this Agreement immediately without cause at any time. Termination of this Agreement shall not necessarily affect any Service Agreement between the parties. Termination will not limit a party from pursuing any other remedies available to it. All rights and obligations that should by their nature survive will survive any termination of this Agreement. Upon termination, You will make no further use of the Website or Secure Area and Software, and, upon request, You will return to Agent Leap, or destroy all Agent Leap Proprietary Materials, and erase all such confidential information from any storage media or device under your control
- Changed Terms.
14.1 Assignment, Successors.
No right or license under this Agreement may be assigned or transferred by You nor may any duty be delegated by You without Agent Leap's prior written consent. Any assignment transfer or delegation in contradiction of this provision shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the successors and assigns of You and Agent Leap.
14.2 Waiver, Severability, Amendment.
Waiver of a breach of or right hereunder will not constitute a waiver of any other or subsequent breach or right. If any provision herein shall be held by a court of competent jurisdiction to be contrary to law, that provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions herein will remain in full force and effect. This Agreement may be amended only in a document signed by authorized representatives of You and Agent Leap.
14.3 Governing Law.
This Agreement shall be governed by California law excluding its conflicts of laws rules. The exclusive venue for any action between the parties shall be in Los Angeles County, California, and You hereby consent to such jurisdiction.
14.4 Entire Agreement and Conflicting Terms.
This Agreement, together with any pertinent services agreement(s) or confidentiality agreements entered into between You and Agent Leap, is the complete and exclusive agreement between the parties and supersedes all previous and contemporaneous agreements, proposals and communications with respect to this subject matter. To the extent the terms of this Agreement conflict the terms of any services agreement or confidentiality agreement between You and Agent Leap, the terms of the Services Agreement or confidentiality agreement shall govern.
This Website is powered by Agent Leap, located at 12340 Seal Beach Blvd,# 682, Seal Beach, CA 90740 (https://www.agentleap.com). Any questions not answered there can be submitted to Customer Support Center: firstname.lastname@example.org.
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