Last Updated: January 31, 2021
These Terms of Service are entered into as of the Effective Date between the entity identified as “Lone Wolf” on the Sales Order (referred to herein as "Lone Wolf", " We", "Us" or "Our") and the individual or entity identified as the “Customer” on the applicable Sales Order (referred to herein as "Customer", "You" or " Your"). These Terms of Service, coupled with the applicable Sales Order, shall be referred to herein as the “Agreement.” BY USING ANY OF THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
Capitalized terms used in this Agreement and not otherwise defined in this Agreement have the meanings given to them in the Sales Order. In this Agreement, the following terms shall have the following meanings:
1.1. “Administrator” is a User designated by You who is authorized to administer access to the Services for You and Your employees, vendors, member retailers and consumers.
1.2. “Agents” means real estate agents, associates, licensed assistants, sales representatives, or salespersons.
1.3. “Effective Date” shall mean the date a Sales Order is executed, or such other date as my be specified as the Effective Date on the Sales Order.
1.4. “Forms Software” means, the zipLogix suite of products and the TransactionDesk suite of products owned and marketed by Lone Wolf and any ancillary products or features intended to be used with the zipLogix suite of products or the TransactionDesk suite of products.
1.5. “Instruction” means an instruction relating to the Services that is communicated to Us by You or by a User using any means, including, but not limited to, telephone, email or through the Services.
1.6. “Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.
1.7. “Lone Wolf Technology" means all of Our proprietary technology (including software modules, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to You by Lone Wolf in providing the Services.
1.8. "Sales Order” means any ordering document (also including, but not limited to, an online click- through), representing Your agreement to purchase Services, Support, or Professional Services (as defined herein) from time to time, and that either (a) specifies, among other things, the Services, Support and Professional Services ordered, the number of subscriptions ordered for a Service, and the Fees (as defined below), or (b) represents a renewal or continuation of Services, Support or Professional Services previously used by You. Sales Orders shall be deemed incorporated into this Agreement by reference, provided that in the event of a conflict between these Terms of Service and any Sales Order, the Sales Order shall prevail.
1.9. “Personal Information” means any information that identifies an individual or for which it is reasonably foreseeable in the circumstances that it could be utilized, either alone or with other information, to identify an individual, recorded in any form.
1.10. “Professional Services” means (a) initial training and instructional support of the Services (collectively, “Professional Services”) provided from time to time, in connection with Your subscription for the Services, to You and Your Users via teleconference or web conference (b) services provided in connection with the digitization or other preparation of forms for use in the Services (including but not limited to Custom Forms as described in Section 3.19), or (c) other services as described in an applicable Sales Order, Statement of Work or other document executed in connection with these Terms of Service. Professional Services may also be conducted in other formats as mutually agreed to by the parties.
1.11. “Services" means the various software and data applications identified in Sales Orders, including but not limited to products and any Real Estate Forms not provided to Us by You.
1.12. “Subscription Term” means the period during which a specified number of Users are licensed to use the Services and shall comprise in succession an Initial Term, as set out in the applicable Sales Order, and subsequent Renewal Term(s), unless terminated earlier in accordance with the provisions of this Agreement.
1.13. “Support” means the general maintenance services and technical support provided in respect of the Services set forth in Schedule A to this Agreement, but does not include any other Professional Services.
1.14. “System” means the systems including, but not limited to, third-party hosting facilities, used by Us to support and provide certain features and functionality relating to the Services.
1.15. “Third Party Forms” has the meaning set forth in Section 5.4(a).
1.16. “User” means an individual who is authorized to use the Services and who has been supplied with user credentials.
1.17. “Your Data” means any data or information including, without limitation, any Personal Information or other materials of any nature recorded in any form whatsoever disclosed or provided to Us by You or a User in the course of using the Services or in connection with the Services.
2.1. Sales Orders. Subject to the terms and conditions of this Agreement, We agree to provide You, on a subscription fee basis, the Services, Support or Professional Services identified on the applicable Sales Order. You may place orders for additional subscriptions to use the Services or for Professional Services, by executing a new or additional Sales Order.
2.2. Provision of Services. We shall make the Services, Support and Professional Services available to You pursuant to this Agreement during the Subscription Term. You agree that any purchases made under this Agreement are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written comments made by Us regarding future functionality or features. The Services shall be made available to You through the System.
3.1. License Grant.
(a) Subject to the terms and conditions of this Agreement and any click-through terms and conditions within the Services, We grant You a non-transferable, non-exclusive right, during the Subscription Term only, to access and use the Services, for internal business purposes only. You acknowledge that such purposes may necessitate You providing access (via the Internet) and use of the Services to authorized Users. You may only (i) access the Services as stated in this Agreement; and (ii) permit such access by authorized Users. Use of any of the Services without a valid license is specifically prohibited.
(b) Notwithstanding Section 3.1(a), We acknowledge that certain software components of the Services (“Components”) may be loaded on Your server or computers and the servers or computers of Users. Accordingly, subject to the terms and conditions of this Agreement, We hereby grant to You and You hereby accept a fully non-exclusive, non-transferable license to: (i) load the Components on Your servers or computers and to operate and use the Components solely in combination with (and to operate) the remainder of the Services for internal business purposes only; and to (ii) distribute such Components to Your employees, brokers or Agent(s) and to require each such persons to load such Components onto its respective servers or computers and use the Components solely in combination with (and to operate) the remainder of the Services; and for no other purpose. You shall ensure that all Components installed on any computer are promptly uninstalled and/or deactivated upon termination of any license granted herein.
(c) If You are registered to use the Services for any limited purpose (including but not limited to accessing, reviewing or signing documents, or for training or demonstration purposes), Your license and use of the Services is limited to the purpose for which You are registered. Licenses issued pursuant to this Section 3.1(c) shall include, but shall not be limited to, Administrator licenses, collaboration licenses, training licenses, and demonstration licenses. All licenses issues pursuant to this Section 3.1(c) are subject to all limitations set forth in this Agreement, and in addition, Administrator, demonstration and training Licenses shall not be used in connection with the performance, execution or facilitation of actual real estate transactions.
(d) If Your use of the Services is (i) paid for in whole or in part pursuant to a contract between Us and a third party including but not limited to “Broker Edition” or “Team Edition” products or “member benefit” arrangements or (ii) requires the setup and/or use of a third party service, including but not limited to MLS subscriptions (each of (i) or (ii) a “Third Party Arrangement”), You hereby grant us permission to obtain information from and/or share information with the applicable third party to (x) verify Your eligibility to use the applicable Services or (y) set up and manage any third party services arranged or used in connection with Your use of the Services. The scope of any license granted pursuant to any Third Party Arrangement is limited by the terms of such Third Party Arrangement, which shall be in addition to, not in lieu of, any limitations imposed by this Agreement. If the applicable Third Party Arrangement is an Agreement between Us and Your employer or broker, Your employer or broker may terminate the License granted herein in their discretion. In the event of a conflict between the provisions of this Agreement and any Third Party Arrangement, the license granted herein shall be interpreted to grant the narrowest, most restrictive rights granted to You by a reading of the applicable provisions of this Agreement and the applicable Third Party Arrangement.
3.2 Updates and Upgrades. Provided that all Fees and other amounts owing pursuant to this Agreement have been paid when due, You will be entitled to receive at no additional charge: (i) updates, upgrades to the then-current version of the Services; and (ii) revisions or new versions of the Services that, from time to time, may be made generally available by Us to Our customers. Support for the Services is limited to the then-current version of the Services. Accordingly, You shall keep current with any updates, upgrades or revisions to the Services as made available by Us.
3.3 Accounts. Users shall access the Services by means of a specific account (each a “User Account”) using unique user identifications and passwords created by You (or by Us at Your request). As applicable, We shall issue a username and password for each Administrator of Your organization that You designate. Users are solely responsible for the confidentiality and use of their User Accounts and must provide and maintain current, complete and accurate profile information in the System. You acknowledge and agree that in no event shall We be liable, directly or indirectly, to You for any loss or damage as result of any activity that occurs within any User or Administrator accounts. You may not transfer Your accounts, including, without limitation, any Administrator accounts, to any third party without Our prior written approval (including providing User accounts to any person not actively affiliated with or employed by You in the real estate business) and agree to promptly deactivate the User account of any individual who is no longer actively affiliated with or employed by You. You shall not permit more than one person to use any User Account to access the Services or otherwise share login accounts, user identifications or passwords. You shall not assign a deactivated User Account to another named individual, except when the deactivated individual is no longer affiliated with or employed by You. You may not use, combine or otherwise integrate any third-party products or services in connection with the Services except in accordance with this Agreement or as otherwise mutually agreed to by the parties, in writing.
3.4 Support. Provided that You have paid all Fees and other amounts owing pursuant to this Agreement when due, We shall provide Support in accordance with Our then current Support policies. Any supplemental software code provided in conjunction with Support shall be considered part of the Services and subject to the terms and conditions of this Agreement. We may use any technical information and/or feedback You provide for Our business purposes, including for product support and development. Any technical information and/or feedback You provide to Us shall belong solely and exclusively to Us without consideration, and You may not disclose technical information and/or feedback that was first provided to Us to any third party without Our prior written consent.
3.5 Professional Services. connection with Your subscription for the Services, We may provide Professional Services such as initial training and instructional support of the Services to You and Users via teleconference or web conference. Professional Services may also be conducted in other formats as mutually agreed to by the parties, and if travel is required, travel and travel- related expenses of Our personnel in connection with such Professional Services will be at Your expense and shall be payable in accordance with the terms and conditions of Section 4 of this Agreement. Any additional Professional Services (as determined by Us in Our sole discretion or as requested by You) will be provided by Us to You at additional cost and expense at Our then prevailing rates and in accordance with Section 4 of this Agreement. For example, should You hire a new Administrator and require additional training, this additional training shall be deemed to be Professional Services. All Professional Services will be scheduled in advance and any late cancellations, delays and/or postponements of scheduled sessions requested or caused by You may result in additional Professional Service charges at Your expense.
3.6 Downtime. Your access to and use of the Services may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Services for any reason, including as a result of power outages, system failures or other interruptions; and We shall also be entitled, without any liability to You, to suspend access to any portion or all of the Services at any time, on a service-wide basis: (a) for scheduled downtime—currently scheduled between midnight and 6 a.m. (2 a.m. and 6 a.m. for transaction management Services) Eastern Standard Time—to permit us to conduct maintenance or make modifications to any Service; (b) in the event of a denial of service attack or other attack on the Services or other event that We determine, in Our sole discretion, may create a risk to the applicable Services, to You or to any of Our other customers, if the Services were not suspended; (c) in the event that We determine that any of the Services are prohibited by law or We otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons or ((a), (b), (c) and (d) collectively, “Authorized Service Suspensions”). We shall have no liability as a result of any Authorized Service Suspension. To the extent that We are able, We will endeavor to provide You with email notice of any Authorized Service Suspension in accordance with this Agreement and to post updates on the Services regarding resumption of Services following any such Authorized Service Suspension, but shall have no liability for the manner in which We may do so or if We fail to do so.
3.7 Your Responsibilities. shall: (i) be responsible for Users’ compliance with this Agreement;
(ii) be responsible for all activity occurring under Your User’s Accounts; (iii) notify Us immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (iv) notify Us immediately of any changes in Your contacts (billing, administrator or otherwise), or contact information (including, but not limited to, email address, phone number and physical address); (v) be solely responsible for the accuracy, quality, integrity and legality of Your Data and of the means by which You acquire Your Data; (vi) prevent unauthorized access to or use of the Services, and notify Us promptly in the event of any such unauthorized access or use; (vii) be solely responsible and liable for all compliance with all applicable laws, regulations or requirements imposed by or through associations, government (local, municipal, state/provincial and federal), or otherwise.
3.8 Restrictions. shall not, and shall not permit or suffer Users, directly or indirectly, to do any of the following: (i) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code or underlying algorithms of any of the Services; (ii) modify, translate, or reproduce, in any format or using any means, the Services or create derivative works based on the Services; (iii) rent, lease, distribute, license, sublicense, sell, resell, assign, or otherwise commercially exploit the Services or make any of the Services available to a third party; (iv) use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; (v) publish or disclose to third parties any evaluation of the Services; (vi) create any link to the Services or frame or mirror any content contained or accessible from, the Services; (vii) tamper with the security of the Services, the System or tamper with the accounts of other users of the Services; (viii) access data on the Services not intended for You; (ix) log-in to a server or account on the Services that You know that You are not authorized to access, or access the System or Services by any unauthorized means; (x) attempt to probe, scan or test the vulnerability of the Services or the System or to breach the security or authentication measures without proper authorization; (xi) willfully or intentionally render any part of the Services or the System unusable; (xii) use, transmit, disseminate or otherwise make available content on or through the Services that is unlawful, threatening, abusive, libelous, slanderous, defamatory or otherwise offensive or illegal; (xiii) transmit, disseminate or otherwise make available on or through the Services information protected by copyright, or other proprietary or contractual right, or related derivative works, without obtaining prior permission of the copyright owner or rights holder; (xiv) violate any local, provincial, state, federal or foreign law, treaty, regulation or convention applicable to You in connection with Your use of the Services, (xv) harvest, scrape,or otherwise collect information about others, (xvi) create a false identity, (xvii) use, download, or otherwise copy, or provide to any person or entity any directory of Users or other User or usage information or any portion thereof, except as may be specifically authorized by Us or by these Terms of Service, (xviii) use the Services in connection with surveys, contests, junk email, spamming, or any duplicative or unsolicited messages (except as otherwise specifically authorized by Us or by these Terms of Service), (xix) remove or alter any trademark or copyright notices on or in the Services or any documents, printouts or computer files generated by the Services; (xx) use the Services or take any other action, use or exploit any function for any purpose that is not an intended use of or is not intentionally made available through the Services or (xxi) engage in any reproduction, distribution, or use of the Services or any component thereof (including but not limited to Third Party Forms) in any manner not expressly permitted in this Agreement.
3.9 Data Storage. Depending on the particular Service offering available to and selected by You, We may provide You with data and/or document storage in connection with Your use of the Services, as stated in an applicable Sales Order. You agree that Your use of storage features or functionality is limited to storage in connection with Your real estate transactions, You agree that storage of data not related to Your real estate transactions or business is not supported and is outside the permitted uses of the Services, and You further acknowledge and understand that We have no responsibility whatsoever for any documents or data not related to Your real estate transactions. If Your Sales Order contains caps on storage and You exceed the storage allocated, You will need to purchase additional storage for the time period of such overage for such storage, at Our then-prevailing rates (which may be amended from time to time). It is Your responsibility to monitor and manage Your storage activity. Upon termination of this agreement, it is Your responsibility to arrange the transfer of any documentation from the Services within 30 days of the termination date and it is Your responsibility to retain such documentation for the legally required time period at Your expense.
3.10 Personal Information. Personal Information is disclosed to Us or transferred to Us for processing, You represent, warrant and covenant to Us that: (i) You are solely and exclusively responsible for the collection, accuracy or completeness of Personal Information disclosed, or provided, to Us; (ii) all Personal Information disclosed to Us has been or will be collected and disclosed only in accordance with all applicable laws. You will promptly respond to inquiries concerning any Personal Information provided to Us and will promptly address all inquiries concerning such information. You have obtained and will continue to obtain all necessary consents from those individuals whose Personal Information is disclosed or transferred to Us to grant the Personal Information rights in this Agreement to Us.
3.11 Monitoring. reserve the right to monitor and review all Account activity and the content and materials uploaded by You or others in the System for the purpose of determining compliance with this Agreement or to detect illegal activity. For monitoring and other business purposes, information about You and the brokerages, association(s), board(s), multiple listing services or other organizations a User is a member of, if any, may be attached to documents exported from the Forms Software in .pdf format.
3.12 User Transactions. acknowledge and agree We: (a) are not and shall not be deemed a party to any transaction or document created or stored using the Services by You or any third party; (b) make no representations or warranties and shall not be liable for the content, validity, legality, enforceability, accuracy, suitability or appropriateness of the Services for any document, content, information or transaction.
3.13 No License to Data Exchange or API Features. Agreement does not grant You, and specifically excludes, the right to use any data exchanging or API features contained within the Services that allow data to be imported or exported to or from the Services to or from any other product. Use of such data exchanging features requires that You enter into a separate agreement, unless We have otherwise given Our consent for You to use such features.
3.14 Data Fill Features. You purchase or otherwise have permission to access or use as part of the Services any feature that allows You to input text in certain data fields of a form or document without viewing the entire text of the form or document being completed (a “Data Fill Feature”), You acknowledge that You should review the form or document in its entirety with all text and data revealed before You send, use, or rely on the form, document or any text You fill in the form or document using the Data Fill Feature. You agree that We have no responsibility or liability whatsoever which might result from Your use of a Data Fill Feature.
3.15 Document Transmission Capabilities. You may not use the document transmission capabilities of the Services, including fax and email capabilities, for marketing or promotional activities, including but not limited to directly or indirectly sending unsolicited commercial faxes or emails, or for Your own personal use (i.e., uses not related to Your real estate transactions). Use of the document transmission capabilities of the Services in violation of these terms may result in charging You an additional fee, or terminating Your license (with no refund issued), in addition to any other remedies that may be available to Us.
3.16 Single Sign-On Services. use of the Single Sign-On services (“SSO”) shall at all times be subject to and must be in compliance with this Agreement. The SSO will only be available if We maintain agreements with providers of each product and service to be accessed by the SSO. If Our agreement with a provider terminates, Your access to and use of the provider’s product or service using the SSO shall also terminate. All products and services accessed under the SSO will be linked to, and capable of being accessed using, a single password or set of credentials. You should therefore exercise caution, prudence and care in using the password and/or set of credentials to protect them from unauthorized access, disclosure and use. You agree that We shall have no responsibility or liability whatsoever which might result from use of SSO services.
3.17 MLS Products. A license to use any products that permits transfer of Multiple Listing Service (“MLS”) Data (each an “MLS Product”) entitles You to use the MLS Product with the Services only. You may not access the account of any other end User through any MLS Product. In order to use an MLS product, You must have and maintain valid permission to access and use content within the database of Your MLS, and Your MLS must have an agreement in place with Us in connection with the applicable MLS Product. Should the agreement between Us and Your MLS terminate, Your access to and use of the MLS Product with data from that MLS shall also terminate.
3.18 Electronic Signature Products. Your license may include products that allow for the collection and storage of electronic signatures on Your documents (“Electronic Signature Products”). You acknowledge and agree that We make no representations or warranties relating to the accuracy, validity or invalidity of any authentication measure used in connection with any Electronic Signature Product. You are solely responsible for, determining whether the use of an electronic record or electronic signature complies or does not comply with any and all laws, rules and regulations and Your state’s or province’s laws and regulations pertaining to the use of electronic records and electronic signatures in the real estate industry. We shall not be responsible or liable for, and You are solely responsible for, determining whether any person must be provided with a disclosure required by law to be in writing, whether the delivery of an electronic record satisfies such law, and for providing such disclosure to the consumer. We make no representations or warranties that the consumer disclosures in any Electronic Signature Product are appropriate for or provide all of the disclosures as required for Your particular transaction. If You are unsure whether Your electronic record or electronic signature complies or does not comply with relevant law, please consult an appropriate professional, such as an attorney.
3.19 Custom Forms. may from time to time provide services to convert forms owned or licensable by You (“Custom Forms”) into electronic format for use within the Services (such services to be referred to as “Custom Form Conversion Services”). Descriptions of Custom Forms and Fees for Custom Form Conversion Services shall be as set forth in an applicable Sales Order. If a Sales Order includes Custom Forms, You grant us a nonexclusive license to use (a) Your Custom Forms; and (b) Your name, trademark(s), and logos (“Marks”), in connection with making Your Custom Forms available through and within the Services solely to Users affiliated with or designated by You. We acquire no proprietary interest in Your Custom Forms or Marks except the permissive rights granted by this Agreement. You agree and acknowledge that You are solely responsible for the content, legality and suitability of Your Custom Forms. You represent and warrant that (a) Your Custom Forms comply with all applicable laws and are suitable for their intended use; (b) You own all right, title and interest in and to, and have the right to license in accordance with the terms of the applicable Sales Order, Your Custom Forms and Your Marks; and (c) neither Your Custom Forms nor Your Marks infringe upon the intellectual property rights of any third party.
4.1 Fees, Invoicing and Payment. shall pay all fees specified in the applicable Sales Orders (“Fees”).
(a) Professional Service Fees. Unless otherwise stated in the Sales Order, any Professional Service fee for Your current subscription tier, as identified on Your Sales Order, will be billed in full upon the execution of the applicable Sales Order. Subsequent Fees assessed for Services, Support and Professional Services will be invoiced in accordance with the terms set forth in the relevant Sales Order(s). You agree to pay all Fees in accordance with the terms set forth in the applicable Sales Order. Fees are nonrefundable except as specifically provided herein or in the Sales Order.
(b) Subscription Fees. Certain subscription Fees may be incremental based on the total number of Agents in Your organization or the number of Agents in Your organization who actually access the Services during the Subscription Term. In the event that You exceed the number of Agents in Your current subscription during the Subscription Term, then You agree to pay an additional Fee based on the number of the additional Agents. This process will continue throughout the Subscription Term. You may only reduce the subscription tier level at the end of each Subscription Term via an executed Sales Order or amendment between the Parties.
(c) MLS Board Fees. Any additional fee that Your MLS board charges Us are Your responsibility and accordingly, We will charge these Fees directly to Your payment information on file.
(d) Wireless Fees. carriers may charge You additional Fees for receiving text messages. We will not be responsible nor liable for any incremental Fees charged by Your wireless carrier.
(e) Access Fees. You are responsible for any charges You incur to access the Services, including, without limitation, data usage through an Internet connection.
4.2 Payment Terms. as otherwise specified in this Agreement or in the Sales Order: (i) Fees are quoted and payable in the currency set out in the Sales Order; and (ii) payment obligations may not be cancelled; and (iii) any Fees paid are non-refundable. Fees for the Services, Support and Professional Services will be invoiced in accordance with the terms set forth in the relevant Sales Order. Unless otherwise stated in the Sales Order, Fees are due upon receipt. Any payment not received from You by the applicable due date shall accrue (except with respect to charges then under reasonable and good faith dispute), at the lower of 1.5% of the outstanding balance per month (being 18% per annum), or the maximum rate permitted by law, from the date such payment is due until the date paid. Subscription Fees invoicing will commence upon the Effective Date unless otherwise specified in the Sales Order.
4.3 Fee Increases. Unless otherwise agreed to in the Sales Order, all Fees are subject to change without notice. We will charge these new Fees directly to Your payment information on file.
4.4 Audit. agree to maintain accurate and detailed records of the number of Users who have been given access to the Services. We shall have the right to verify the number of Users granted access to the Services under this Agreement, and to verify the number of Agents who actually access the Services under this Agreement. You agree that We shall have the right to audit Your records for compliance with this Agreement at any time during Your normal business hours upon reasonable notice, during the Subscription Term. You agree that You shall pay any underpaid Fees, and if such underpaid Fees are in excess of five percent (5%) of the total Fees due under this Agreement, then You shall also pay Our reasonable costs of conducting the audit. Amounts owed pursuant to this section are due upon invoice.
4.5 Suspension of Service and Acceleration. any amount owing by You under this Agreement or any other agreement for the Services is overdue by 30 days, We may, without limiting Our other rights and remedies: (i) accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable; and (ii) suspend Your access (and the access of Your Users) to the Services or terminate this Agreement with or without notice to You. You will continue to be charged the applicable Fees and other charges for the Services during any such suspension period until Your account is brought into good standing. IN ADDITION TO THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT IN THE EVENT OF EITHER (a) THE SUSPENSION OF YOUR ACCESS TO THE SERVICES FOR A PERIOD OF GREATER THAN 60 DAYS OR, (b) THE TERMINATION OF YOUR ACCESS TO THE SERVICES: (I) WITH THE EXCEPTION OF TRANSACTION MANAGEMENT DATA RETAINED IN ACCORDANCE WITH SECTION 3.9, WE CANNOT GUARANTEE THE CONTINUED RETENTION OF YOUR DATA AND YOUR DATA MAY BE IRRETRIEVABLY DELETED; (II) REACTIVATION OF YOUR ACCESS TO THE SERVICES MAY NOT BE POSSIBLE, IN WHICH CASE ANY OF YOUR DATA, ANY CONFIGURATIONS OR CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU AND ANY USER ACCOUNTS AND PASSWORDS MAY BE PERMANENTLY LOST AND WE SHALL NOT BE LIABLE TO YOU IN THE EVENT THAT ANY OF THE FOREGOING ACTIONS ARE TAKEN AND (III) A FEE MAY APPLY TO REACTIVATE YOUR SERVICES DEPENDING ON HOW LONG THE ACCOUNT HAS BEEN SUSPENDED OR TERMINATED, AT OUR SOLE DISCRETION.
4.6 Payment Disputes. Payment disputes must be submitted by You to Us in writing within 15 calendar days of the invoice date. Disputed Fees will not be considered past due unless We have conducted an investigation and concluded that the Fees are correct and there is no basis for the dispute, or reasonably believe You are using the dispute to evade or delay payment. All undisputed portions of the Fees must be paid in accordance with the Agreement, failing which the undisputed portion of the Fees shall accrue in accordance with the Agreement. Any disputed Fees not paid, which are deemed to be correct, shall be due within 15 calendar days of dispute resolution. We shall not exercise Our rights under Section 4.5 if the applicable charges are under reasonable and good-faith dispute and You are cooperating diligently to resolve the dispute.
4.7 Taxes. You shall be responsible for all sales, use, value added, or other taxes or duties, as applicable, payable with respect to Fees, or otherwise arising out of or in connection with this Agreement including, other than Our income taxes. If We pay any such taxes on Your behalf, You agree to reimburse Us for such payment immediately upon demand. If any tax in the nature of withholding tax is payable on any sums payable to Us under this Agreement, You shall pay Us such amount as is necessary to ensure that the net amount received by Us after such withholding shall be equal to the amount originally due, unless You provide Us with a valid exemption certificate authorized by the appropriate taxing authority.
4.8 Product Changes. Wolf retains the absolute right to modify, discontinue, discontinue support for, delete or restrict any aspect feature or system requirement of the Services without any liability or obligation to You, provided that Lone Wolf agrees to provide You with prior notice of any material changes to the Services, and if the functionality of the Services is materially decreased by Us Lone Wolf shall act in good faith to make an equitable adjustment to the Fees. For the avoidance of doubt, the discontinuance of a “member benefit” or other Third Party Arrangement that provides the Services or Third Party Forms for no cost or at reduced cost to You or Your Users is NOT a considered a material decrease in the functionality of the Services pursuant to this Section 4.8, and you may be required to pay an additional license fee for such Services or Third Party Forms in the event of a change in the applicable Third Party Arrangement.
6.1 Definition of Confidential Information. used in this Agreement, “Confidential Information” means all confidential information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data; Our Confidential Information shall include the Services; and Confidential Information of each party shall include (a) the terms and conditions of this Agreement, (b) a party’s proprietary technology or computer software in all versions and forms of expression and the Service, whether or not the same has been patented or the copyright thereto registered, is the subject of a pending patent or registration application, or forms the basis for a patentable invention (collectively the "Proprietary Technology"); (c) manuals, notes, documentation, technical information, drawings, diagrams, specifications, formulas or know-how related to any of the Proprietary Technology; (d) information regarding current or proposed products, customers, contracts, business methods, financial data or marketing data, financial results and projections, company and market strategy, product roadmaps, product and competitive sales analysis and plans, product or marketing plans, pricing plans or structures, personnel and recruiting matters, and future releases; and (e) offers or proposals which are provided by a party, including, but not limited to, the Fees charged by Us and such Confidential Information is either: (i) in tangible or other form and labeled “confidential” or the like, or (ii) in a non-tangible form, including, but not limited to, oral information. However, Confidential Information (other than Your Data) shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party. The burden of proving any of the above exemptions is on the Receiving Party.
6.2 Protection of Confidential Information. as otherwise permitted in writing by the Disclosing Party: (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and authorized parties who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
6.3 Protection of Your Data. limiting the above, We shall use Our best efforts to maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not: (i) modify Your Data except with Your consent; (ii) disclose Your Data, except as compelled by law in accordance with Section 6.4, in connection with a User directed or initiated disclosure or data transfer via the Lone Wolf Marketplace or a similar program, or as otherwise expressly permitted in writing by You; or (iii) access Your Data except to provide the Services, prevent or address service or technical problems, or at Your request in connection with customer support matters.
6.4 Compelled Disclosure. Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
BOARD/ASSOCIATION-SPECIFIC TERMS APPLICABLE TO FORMS LIBRARY LICENSES
The following terms, as applicable, are incorporated into the Lone Wolf Real Estate Technologies, Terms of Service.
Certain forms in the Forms Software may be licensed from the Employee Relocation Council (“ERC”) and are subject to the terms of that license. The use of all ERC forms generated by the Forms Software is limited to the preparation of completed forms by the end-user for its business use. The reproduction of blank forms is strictly prohibited. ERC reserves the right to change, modify, or discontinue the use or endorsement of any of its forms at any time, without notice to the end-user. ERC makes no claims or representations concerning its forms whatsoever, including their fitness for any specific purpose. ERC is not connected in any way with any software vendor and licenses its forms widely.
FAR and FAR/BAR forms © Florida Association of REALTORS®. All rights reserved. The FAR and FAR/BAR forms included in this software are reproduced under a license agreement from the Florida Association of REALTORS®. This license agreement does not constitute an endorsement or recommendation of the software by FAR. Blank forms may not be resold, repackaged or redistributed to any third party. Read your terms of service carefully.
If you purchase, access or use AIR Essentials for zipForm® (the “Commercial Forms Library”), you agree that We may provide AIR Commercial Real Estate Association (“AIR”) with your name, company name, business address, e-mail address and your business telephone number (your “Information”): to assist you; for statistical purposes; for AIR’s own membership needs; and to offer you AIR training, educational materials and other products and services. AIR shall not sell or transfer your Information without your written consent. Reasonable steps are taken to maintain the accuracy and update the Commercial Forms Library on the website. However, neither We nor AIR or C.A.R make any representations or warranties regarding the accuracy of the forms, nor do they make any commitment to update the forms. C.A.R. and AIR reserve the right in their sole discretion to add, remove or otherwise modify the forms. As these forms are frequently modified to meet changing requirements of the law and industry practice, feel free to contact AIR to ensure you are using the most current version of the form. All right, title and interest in the Commercial Forms Library belong solely to AIR. We are not responsible for AIR’s conduct with regard to the Information or the modification of AIR’s forms.
If you purchase, access or use the AIR nationwide library of forms, the following terms apply: While AIR endeavors to create forms that have widespread applicability throughout the United States, neither We nor AIR represent or warrant in any manner that any form in the AIR nationwide library complies with the laws, rules and/or regulations of, or is otherwise valid and enforceable in or appropriate for, the jurisdiction in which the form is used or for your particular transaction. You are advised to consult with an appropriate professional (i.e. an attorney, tax advisor, etc.) to determine whether a specific form complies with federal, state and/or local laws, rules and regulations and is otherwise valid and enforceable in the relevant jurisdiction and appropriate for your particular transaction. AIR reserves the right in its sole discretion to add, remove or otherwise modify a form in the AIR nationwide library of forms at any time without notice and as such, you may wish to contact AIR at (213) 687-8777 to ensure that you are using the most current version of the form. We are not responsible for AIR’s conduct with regard to the modification of its forms.
The use of any forms provided by the New Hampshire Association of Realtors® (“NHAR”) are offered and conditioned on the acceptance of the following terms, conditions, and notices. If you do not agree with these terms and conditions, do not use the NHAR forms. The forms provided by NHAR should not be used as a substitute or an alternative for the advice of an attorney. NHAR does not provide legal advice. NHAR’s forms cannot therefore be relied upon as the equivalent of legal advice. Because the law changes rapidly, NHAR cannot guarantee that the forms provided are current or correct. Not only does the law differ from jurisdiction to jurisdiction, but it also is subject to interpretation by different courts. The forms provided by NHAR will not fit every circumstance. Therefore, you should have the forms provided by NHAR reviewed by your own counsel prior to your use. Also, if you need legal advice for a specific problem, you should consult a licensed attorney. NHAR is not responsible for any loss, injury, claim, liability, or damage related to your use of the forms provided by NHAR, specifically claims related to errors or omissions in the content of the forms provided by NHAR. In short, your use of the forms provided by NHAR is at your own risk. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NHAR DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY AND ACCURACY. YOU AGREE THAT NHAR IS NOT LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE ASSOCIATION FORMS CONTAINED IN THE ASSOCIATION LIBRARY, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL AND PUNITIVE DAMAGES.
California Association of REALTORS® (“C.A.R.”) owns all copyright in the C.A.R. forms, unless otherwise stated on the form. C.A.R. forms are licensed only for use in real estate transactions by real estate professionals licensed and in good standing with the California Bureau of Real Estate and attorneys licensed and in good standing with the California State Bar. Blank C.A.R. forms may not be printed or exported from the Services. Use of C.A.R. forms other than as expressly licensed is prohibited. You understand and acknowledge that the forms are not covered by C.A.R.’s User Protection Agreement unless expressly indicated in writing by C.A.R.
· CHICAGO ASSOCIATION OF REALTORS® IS PROVIDING ITS FORM CONTRACTS TO AGENTS AND THEIR CLIENTS FOR INFORMATIONAL PURPOSES. ANYBODY USING THESE FORM CONTRACTS SHOULD CONSULT WITH AN ATTORNEY BEFORE DECIDING WHICH FORM CONTRACT TO USE, WHICH FORM CONTRACTS NOT TO USE, AND BEFORE ACTUALLY USING ANY FORMS.
Last Updated: January 31, 2021