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Subscriber License and Access Agreement

IMPORTANT: THIS IS AN AGREEMENT BETWEEN YOU AND LEAP REAL ESTATE SYSTEMS COMPANY

Thank you for purchasing a subscription (a “Subscription”) to one or more LEAP Real Estate Systems products, services, or reports (collectively, the “Application”).  This Subscriber and License Access Agreement (this “Agreement”) governs your use of the Application and is a binding legal agreement between you (either an individual or legal entity) and LEAP Real Estate Systems Company (“LEAP Real Estate Systems”). 

WHEREAS, The Subscriber wishes to utilize one or more LEAP Real Estate Systems products, services, or reports (collectively, the “Application”) either as a principal broker in a licensed real estate or appraisal company or in connection with his or her work as a licensed real estate agent (whether as an employee or independent contractor) of a principal broker in a licensed real estate or appraisal company.

This Agreement is made and entered into by and between the LEAP Real Estate Systems Company and the subscriber,

Subscriber affirmatively states and agrees that he/she is an employee of Broker dedicated to performing work exclusively for broker and that Subscriber’s use of the Application will be solely for his/her work with Broker. 

 

1.       SUBSCRIPTION, LICENSE and STARTUP/INSTALLATION FEES

Term.  The Application is available only through the purchase of a Subscription.  Your Subscription shall commence immediately upon LEAP Real Estate Systems’ acceptance of your order to purchase that Subscription, which may precede the date on which you begin using the Application.  The initial term of your Subscription (the “Initial Term”) shall be as agreed upon by you and LEAP Real Estate Systems during Registration, but in no event less than one (1) year in length.

Automatic Renewal.  Upon completion of the Initial Term, your Subscription will renew automatically   every year for a 12 month term unless you provide LEAP Real Estate Systems with notice of termination at least thirty (30) days prior to the end of the Term.  Any such notice must be provided to LEAP Real Estate Systems by providing written notice to LEAP Real Estate Systems at 180 North Wabash Avenue Suite 730 (or such other address as specified by LEAP Real Estate Systems from time to time). If you provide LEAP Real Estate Systems with the appropriate termination notice prior to the end of the Initial Term, your Subscription shall continue only until the end of the Initial Term, and you shall be liable only for those fees, taxes, and other charges incurred in connection with your Subscription (collectively, “Subscription Fees”) that accrue prior to such date. 

Billing Information.  For purposes of billing, identification, and future communications, you must provide LEAP Real Estate Systems with all information requested by LEAP Real Estate Systems at the time you submit your Subscription order.  Without limitation, you must provide your full legal name, address, telephone number(s), email address, and applicable payment data (e.g., a credit card number and expiration date).  Further, you most promptly provide LEAP Real Estate Systems with all updates necessary to keep such information accurate, current, and complete. 

Subscription Fees. You agree to pay all Subscription Fees.  Subscription Fees shall be as specified by LEAP Real Estate Systems from time to time in its sole discretion.  LEAP Real Estate Systems may establish or change Subscription Fees for the Renewal Period by posting such fees on either of the websites located at www.leaprealestate.com or www.leapre.com (or on a sub-page of either of those websites), by posting a conspicuous notice in the Application, by emailing you, or by otherwise notifying you either orally or in writing in advance of the applicable Renewal Period.  All Subscription Fees will be billed to the credit card that you designate during Registration (or such other credit card as you may designate from time to time).  All monthly, annual, or other periodic Subscription Fees will be billed automatically to your credit card at the start of each such period during the Initial Term.  For the Renewal Period, the monthly Subscription Fees will be billed to your credit card each month on the date that corresponds with the anniversary date of your Subscription.  All Subscriptions are at LEAP Real Estate Systems’ discretion, past due Subscription Fees are subject to interest at the rate of 1.5% per month, or the maximum permitted by law, whichever is less.  You shall be responsible for all expenses (including, without limitation, reasonable attorneys’ fees, court costs and collection agency fees) incurred by LEAP Real Estate Systems in connection with the collection of any past due Subscription Fees.

If the credit card transaction is returned as invalid, the subscriber account will be charged an additional $30 invalid credit card processing fee. If the credit card account is declined two (2) additional times, it is required that the fees for the term be paid in advance for the remaining balance of the Term.

Startup/Installation Fees.  Subscriber acknowledges that there are certain costs associated with the commencement of your subscription and use of the Application.  The fees charged by LEAP Real Estate Systems for these startup and/or installation costs are set forth in the Final Agreement of Services (attached hereto and incorporated as part of this Agreement).  Subscriber agrees to pay all startup and/or installation fees upon execution of this Agreement or as otherwise set forth in the Final Agreement of Services.  Any and all startup and/or installation fees are non-refundable.

 

2.      USER NAMES AND PASSWORDS.  You will be required to choose (or, at LEAP Real Estate Systems’ discretion, you will be assigned) a user name and password for the Application.  Additionally you may be required to enter your Microsoft Exchange account information. This information will be stored according to LEAP’s Real Estate Systems privacy policy. You are solely responsible for maintaining the confidentiality of your user name and password, and for all activities that occur under your user name and password.  Subscriber shall not share, give, loan, or otherwise allow anyone to use his or her user name or password to access the Application. Subscriber shall use all reasonable commercial efforts to prevent any unauthorized use of Subscriber’s user name and password and shall immediately notify LEAP Real Estate Systems if Subscriber (a) suspects or becomes aware that his or her user name or password is lost, stolen, compromised, or misused; or (b) if Subscriber suspects or becomes aware of any unauthorized use of your user name or password; or (c),.if you suspect or become aware of any other breach of security regarding the Application.  LEAP Real Estate Systems will not be liable for any loss or damage that you may incur as a result of someone else using your user name or password, either with or without your knowledge.

 

Unauthorized Use of Subscriber's Password. Subscriber acknowledges that damages suffered by LEAP Real Estate Systems from access to its’ Application, servers, or databases by an unauthorized third party as a result of disclosure of Subscriber's user name or password would be speculative and difficult to quantify. Accordingly, as a material inducement to LEAP Real Estate Systems to enter into this Agreement with Subscriber, Subscriber agrees that in the event that any disclosure of Subscriber's user name or password results in access to LEAP Real Estate Systems’ Application, servers, or databases by an unauthorized third party, regardless of whether such disclosure is intentional, negligent or inadvertent, Subscriber shall be liable to LEAP Real Estate Systems, at its’ option, for liquidated damages as follows:  (a) For the first instance of an unauthorized third-party who gains access to the LEAP Real Estate Systems Application, servers, or databases by means of Subscriber's user name or password, liquidated damages in the amount of Five Hundred Dollars ($500.00); (b) For the second instance of an unauthorized third-party who gains access to the LEAP Real Estate Systems Application, servers, or databases by means of Subscriber's user name or password, liquidated damages in the amount of One Thousand Dollars ($1,000.00); and (c) For the third instance of an unauthorized third-party who gains access to the LEAP Real Estate Systems Application, servers, or databases by means of Subscriber's user name or password, revocation of Subscriber's right to use the LEAP Real Estate Systems Application, servers, and/or databases.   In the third instance, Subscriber shall not be entitled to any refund of Subscription Fees for the remaining term of the Subscription.

 

3.      INTERNET ACCESS; SYSTEM REQUIREMENTS.  Use of the Application or certain parts thereof, requires access to the Internet.  Additionally, use of the Application may require particular equipment, software, and/or telecommunications services, and LEAP Real Estate Systems may change those requirements from time to time in its sole discretion and without prior notice.  You are solely responsible for obtaining, configuring, maintaining, and paying for all equipment, software, and telecommunications services necessary for you to access the Internet and use the Application.

4.       APPLICATION LICENSE.

License Grant.  Subscriber agrees and acknowledges that the Application subject to this Agreement  is valuable, proprietary, and unique, and contains information, know how, and material that is protected by patent, copyright and trade secret law and that is the exclusive property of LEAP Real Estate Systems.  Subscriber agrees to be bound by and observe the proprietary nature thereof. Except as otherwise expressly provided, LEAP Real Estate Systems grants no express or implied right under LEAP Real Estate Systems’ patents, copyrights, trademarks, or other intellectual property rights.  During the term of this Agreement, and subject to all other terms and conditions herein, LEAP Real Estate Systems hereby grants you a personal, limited, revocable, nonexclusive, non-sublicensable, nontransferable license to do the following, but only for internal purposes and only in a manner consistent with all applicable end user documentation: (a) download, install, and use on your personal computer(s) any and all software components of the Application that LEAP Real Estate Systems makes available to you for downloading over the Internet, (b) install and use on your personal computer(s) any and all software components of the Application that LEAP Real Estate Systems provides to you on physical media, and (c) access and use all components of the Application that LEAP Real Estate Systems makes available to you directly through the Internet.

Limitations.  Except as expressly permitted above in this Section 4, you may not use or reproduce the Application.  To the maximum extent permitted by applicable law, you may not: (a) sell, sublicense, rent, lend, lease, timeshare, commercialize, copy or transfer the Application, or otherwise make the Application available, to any third party; (b) use the Application for the benefit of any third party; (c) modify, translate, or create derivative works of the Application; (d) reverse assemble, reverse compile, or reverse engineer the Application; (e) alter or modify any disabling mechanism that may be resident in the Application; (f) remove, alter, or obscure any copyright notice or other proprietary notice or legend that is on or in the Application; (g) use the Application to transmit or facilitate the creation and/or transmission of bulk emails in violation of applicable laws or otherwise in excess of one thousand (1000) such emails in any seven (7) day period; or (f) access or use the Application for fraudulent purposes, in violation of any applicable laws, or in violation of this Agreement (as it may be modified from time to time).  If the Application was purchased in the United States, you agree to comply with all applicable United States laws and regulations pertaining to export controls.  If the Application was purchased outside the United States, you may not re-export the Application except as permitted by the laws of the United States and the laws of the jurisdiction in which you purchased the Application.

 

5.      OWNERSHIP.  The Application is being licensed to you, not sold.  No ownership of the Application passes to Subscriber Except for the limited license granted in Section 4 above, LEAP Real Estate Systems and its licensors own and retain all right, title, and interest in and to the Application and any modifications, translations, or derivatives therefrom, all copies of the Application, all data, compilations, and information underlying or relating to the Application (other than any Content, as defined below), and all intellectual, industrial, and proprietary rights in or relating to any of the foregoing (including, without limitation, all copyrights, patents, trademarks, and trade secrets). Except as otherwise expressly provided, LEAP Real Estate Systems grants no express or implied right under LEAP Real Estate Systems patents, copyrights, trademarks, or other intellectual property rights.  Any and all title, ownership rights, and intellectual property rights concerning any ideas, concepts, suggestions, materials and the like that Subscriber provides to LEAP Real Estate Systems shall become the exclusive property of LEAP Real Estate Systems and may be used for its business purposes in its sole discretion without any payment, accounting, remuneration, or attribution to Subscriber.

 

6.       USER CONTENT.

Representations.  You are solely responsible for any and all data, diagrams, pictures, text, information, and other materials that you input, store, or transmit using the Application (collectively, your “Content”).  You hereby represent and warrant to LEAP Real Estate Systems that your Content will not: (a) infringe upon or otherwise violate any intellectual or industrial property rights (including, without limitation, copyrights, patent rights, trademark rights, and trade secret rights), or any other rights (such as the rights of privacy and publicity), of any third party; (b) contain any software viruses, malware, spyware, or other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any equipment, software, or telecommunications services; (c) contain any unlawful, harassing, harmful, threatening, profane, defamatory, or obscene materials; or (d) violate any applicable laws.

Storage.  You may store your Content on LEAP Real Estate Systems’ servers for use with the Application, and LEAP Real Estate Systems will use commercially reasonable efforts to backup such Content at least one time per week.  However, you acknowledge and agree that LEAP Real Estate Systems has no responsibility or liability for any deletion, destruction, corruption, or other loss of such Content.  LEAP Real Estate Systems may, from time to time, set limits on the amount of disk space allotted to you for the storage of your Content on LEAP Real Estate System’s servers.  Further, LEAP Real Estate Systems may charge storage fees for exceeding those limits.  You will be notified of any such limits and storage fees (or any changes thereto) through email, through a notice posted in a conspicuous place in the Application, through a notice posted on either of the websites located at www.leaprealestate.com or www.leapre.com (or on a sub-page of either of those websites), or through some other form of notice provided either orally or in writing. 

Materials You Provide. For materials you post or otherwise provide to LEAP, including materials that have been imported from information systems using your user id and password or in connection with the LEAP Services (your "Submission"), you grant LEAP an irrevocable, perpetual, worldwide license to (1) use, copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, modify, and translate your Submission, in connection with the Services or in any other media, and (2) sublicense these rights, to the maximum extent permitted by applicable law. LEAP will not pay you for your Submission. LEAP may remove your Submission at any time. For each Submission, you represent that you have all rights necessary to grant LEAP the rights in this paragraph and that the Submission.

Importing of Third Party Data. You authorize LEAP, acting as your agent, to obtain your listing, marketing and advertising information from your web sites or other information systems, as well as from third-party sites or information systems where you are a member and have authorized such information to reside, through an automated means. If LEAP requires any user id or password to access such information, you will promptly provide that to LEAP.  You certify that you have the rights to provide LEAP with such authorization, user id and password and, if you do not, you have obtained written permission from appropriate parties to do so. Imported third party data is subject to the same terms and conditions as outlined above in User Content/Representations.

Aggregate Information. LEAP has the right to aggregate your user content in a non user identifiable form. If LEAP uses your data for aggregation purposes, you have the right to access the aggregate reports of all users.

7.     TECHNICAL SUPPORT.  LEAP Real Estate Systems will, to the extent commercially reasonable, attempt to assist you with accessing and using the Application (“Technical Support”).  LEAP Real Estate Systems will, at your option, provide you with Technical Support via telephone, facsimile, and/or email.  Technical Support staff is available between the hours of 8:30 AM and 5:00 PM, Central Time, Monday through Friday.  However, Technical Support response times may vary depending upon the nature of the support requested and the quantity of other support requests.  LEAP Real Estate Systems may modify its Technical Support policies and procedures (including, without limitation, availability dates and times and communication methods) from time to time in its sole discretion and without notice.     

8.      MAINTENANCE.  LEAP Real Estate Systems will use commercially reasonable efforts to promptly repair faults in the Application that materially degrade its functionality or performance, or that cause it to be inaccessible to subscribers.  LEAP Real Estate Systems may also perform other maintenance on the Application from time to time in its sole discretion.  You shall not be entitled to any abatement in Subscription Fees for any Application faults or downtime.

9.      MODIFICATIONS.  LEAP Real Estate Systems may upgrade, enhance, change, suspend, discontinue, or otherwise modify any aspects or components of the Application (collectively, “Modifications”) at any time in its sole discretion and without notice.  Any Modifications made available to you will be subject to the terms of this Agreement.  You shall not be entitled to any abatement in Subscription Fees for any Modifications.

10.  SUSPENSION; TERMINATION.  If LEAP Real Estate Systems believes, in its sole discretion, that you have violated any term or condition in this Agreement, LEAP Real Estate Systems may suspend your access to and use of the Application until such time as LEAP Real Estate Systems believes, in its sole discretion, that you have cured such violation or that such violation did not occur.  Any such suspension shall not entitle you to any abatement in Subscription Fees.  If you breach or otherwise fail to comply with any of the terms or conditions in this Agreement, LEAP Real Estate Systems may terminate your Subscription immediately and without notice, and you shall not be entitled to a refund of any pre-paid Subscription Fees.  LEAP Real Estate Systems may also terminate your Subscription for any reason or no reason whatsoever upon thirty (30) days prior notice via email or otherwise in writing, in which event you shall receive a prorated refund of any prepaid, periodic Subscription Fees (such proration to be calculated using the date on which the Agreement terminated).  You may terminate your Subscription by written notice to LEAP Real Estate Systems if LEAP Real Estate Systems materially breaches this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice from you describing the breach in reasonable detail.  If you terminate your Subscription due to a material breach by LEAP Real Estate Systems, you shall be entitled to a prorated refund of any prepaid, periodic Subscription Fees (such proration to be calculated using the date on which the Agreement terminated).  Upon any expiration or termination of your Subscription, (a) this Agreement shall automatically and immediately terminate, (b) you will no longer be allowed to access and use the Application, (c) you must remove all copies of the Application, or any components thereof, from your personal computer(s) and destroy any and all related media and documentation, (d) you shall remain liable for all Subscription Fees that have accrued but remain unpaid as of the date of such expiration or termination, and (e) Sections 5, 10, 11, 12, 13, 14, 15, 16, 17, and 18 of this Agreement shall survive and shall remain in full force and effect in perpetuity.  Ninety (90) days following any expiration or termination of your Subscription, LEAP Real Estate Systems may delete any or all of your Content that is stored on any LEAP Real Estate Systems servers.  YOU ACKNOWLEDGE AND AGREE THAT THE APPLICATION MAY HAVE A MECHANISM WHEREBY LEAP REAL ESTATE SYSTEMS CAN LIMIT OR DISABLE YOUR ACCESS TO THE APPLICATION.  YOU AGREE THAT LEAP REAL ESTATE SYSTEMS MAY USE SUCH MECHANISM UPON ANY EXPIRATION OR TERMINATION OF YOUR SUBSCRIPTION, OR IF LEAP REAL ESTATE SYSTEMS SUSPENDS YOUR ACCESS TO OR USE OF THE APPLICATION AS PERMITTED IN THIS SECTION 10. 

 

11.   NO REPRESENTATIONS OR WARRANTIES.  THE APPLICATION IS PROVIDED ON AN “AS AVAILABLE,” “AS IS” BASIS.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LEAP REAL ESTATE SYSTEMS AND ITS PARENT COMPANY, SUBSIDIARIES, AFFILIATES, SUPPLIERS, AND LICENSORS DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND WITH RESPECT TO THE APPLICATION, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, AND FITNESS FOR A PARTICULAR PURPOSE.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: LEAP REAL ESTATE SYSTEMS DOES NOT REPRESENT OR WARRANT THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE APPLICATION OR RELATED DOCUMENTATION WILL BE CORRECTED.  LEAP REAL ESTATE SYSTEMS MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SPEED, OPERATION, OR RELIABILITY OF THE APPLICATION, THE ACCURACY OR COMPLETENESS OF ANY INFORMATION ACCESSIBLE VIA THE APPLICATION, OR THE AVAILABILITY, QUALITY, OR SAFETY OF ANY PRODUCTS OR SERVICES AVAILABLE THROUGH THE APPLICATION.  FURTHER, LEAP REAL ESTATE SYSTEMS DOES NOT REPRESENT OR WARRANT THAT THE APPLICATION, OR THE CONTENT AVAILABLE THROUGH THE APPLICATION, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN TO YOU OR YOUR AGENT BY LEAP REAL ESTATE SYSTEMS OR ANY OTHER PARTY WITH RESPECT TO THE APPLICATION OR ANYTHING RELATED THERETO SHALL CREATE A REPRESENTATION OR WARRANTY, OR IN ANY WAY INCREASE THE SCOPE OF LEAP REAL ESTATE SYSTEMS’ OBLIGATIONS HEREUNDER. LEAP REAL ESTATE SYSTEMS ASSUMES NO RESPONSIBILITY AND MAKES NO REPRESENTATIONS, WARRANTIES, RECOMMENDATIONS, ENDORSEMENTS, OR APPROVALS WITH REGARD TO ANY OPINIONS, ADVICE, STATEMENTS, PRODUCTS, SERVICES, OFFERS, OR OTHER INFORMATION OR MATERIALS EXPRESSED OR MADE AVAILABLE BY THIRD PARTIES THROUGH OR IN CONNECTION WITH THE APPLICATION.

12.  LIMITATIONS ON LIABILITY.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LEAP REAL ESTATE SYSTEMS OR ITS PARENT COMPANY, SUBSIDIARIES, AFFILIATES, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTIAL, CONSEQUENTIAL, OR OTHER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY, LOST PROFITS, LOST DATA, AND/OR BUSINESS INTERRUPTION), ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE THE APPLICATION, EVEN IF LEAP REAL ESTATE SYSTEMS OR ANY SUCH RELATED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN ANY CASE, LEAP REAL ESTATE SYSTEMS’ ENTIRE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AGGREGATE SUBSCRIPTION FEES PAID BY YOU DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD.  YOU AGREE THAT YOU WILL HAVE SOLE AND COMPLETE RESPONSIBILITY FOR ANY DECISIONS MADE OR ACTIONS TAKEN BY YOU IN RELIANCE UPON THE APPLICATION.  YOU ACKNOWLEDGE AND AGREE THAT THE APPLICATION IS NOT INTENDED TO SUPPLY TAX, INVESTMENT, OR LEGAL ADVICE.  IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH HEREIN SHALL REMAIN IN EFFECT.

13.   INDEMNIFICATION.  You agree to indemnify, defend, and hold harmless LEAP Real Estate Systems and its parent company, subsidiaries, and affiliates, and its and their respective officers, directors, shareholders, agents, affiliates, licensors, successors, and assigns from and against any and all allegations, demands, claims, actions, lawsuits, liabilities, losses, damages, fines, penalties, judgments, settlements, awards, costs, and other expenses of any kind (including, without limitation, reasonable attorneys’ fees and costs) arising out of, resulting from, or in connection with your breach of this Agreement or your use or misuse of the Application. In the event that Subscriber seeks any legal or equitable relief as a result of a claimed or alleged breach of any provision of this Agreement by LEAP Real Estate Systems (notwithstanding the provisions of Section 12, above), Subscriber shall indemnify LEAP Real Estate Systems for any and all reasonable and necessary attorney fees, legal costs and expenses in defending any such action should LEAP Real Estate Systems obtain a dismissal or judgment in its favor on any count or allegation.

14.  U.S. GOVERNMENT RESTRICTED RIGHTS.  The Application and any related documentation are provided with RESTRICTED RIGHTS.  Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (a) through (d) of the Commercial Computer Software – Restricted Rights at 48 CFR 52.227-19, and in similar clauses in the NASA FAR Supplement, as applicable.  Manufacturer is LEAP Real Estate Systems, 2 Northfield Plaza #206, Northfield, IL  60093. 

15. LIMITED POWER OF ATTORNEY. You hereby appoint LEAP Real Estate Systems LLC as your attorney-in-fact (“Fact”) to act for you in your name (in any way you could act in person) with respect to the following powers: real estate advertising transactions and multiple listing service access. Your Fact shall have the right by written instrument to delegate any or all of the foregoing powers involving discretionary decision-making to any person or persons whom my agent will select, but such delegation may be amended or revoked by any Fact (including any successor) named who is acting under this power of attorney at the time of reference. The power of attorney shall be effect during your membership to Leap Real Estate Systems websites. It shall terminate when you cancel your membership. You are fully informed as to all the contents of this form and understand the full import of this grant of power to my Fact.

16.  MISCELLANEOUS. This Agreement constitutes the entire understanding and agreement between LEAP Real Estate Systems and you with respect to the subject matter hereof, and supersedes all prior or contemporaneous oral or written communications with respect to the subject matter hereof, all of which are merged herein.  This Agreement is governed by and construed in accordance with the laws of the State of Illinois, U.S.A.  Any action or proceeding arising from or relating to this Agreement that is brought by either party hereto shall be brought only in a state or federal court of competent jurisdiction located in the Cook County, Illinois, U.S.A. The parties hereby submit to the personal jurisdiction of such courts and agree that such courts are a proper venue and a convenient forum for purposes of any such action or proceeding. THIS AGREEMENT SHALL NOT BE GOVERNED BY THE 1980 U.N. CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS.  In the event that any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree, the remainder of this Agreement shall remain valid and enforceable according to its terms.  Any failure by LEAP Real Estate Systems to strictly enforce any provision of this Agreement will not operate as a waiver of that provision or any subsequent breach of that provision.  LEAP Real Estate Systems shall not be responsible for any delays, errors, failures to perform, interruptions, or disruptions in the Application caused by any acts of God, strikes, lockouts, riots, acts of war, changes in law or regulations, fire, flood, earthquake, storm, power failure, or failures of the Internet.  Any notices from LEAP Real Estate Systems under this Agreement that are sent by email, or that are posted in the Application or on LEAP Real Estate Systems’ website at www.leapre.com (or on a sub-page thereof), shall be deemed given when sent or posted, as applicable. Notwithstanding any other provision of these Terms, LEAP retains the right to seek the remedy of specific performance of any term contained in these Terms, or a preliminary or permanent injunction against the breach of any such term or in aid of the exercise of any power granted in these Terms, or any combination thereof.

17.  MODIFICATIONS TO AGREEMENT.  LEAP Real Estate Systems may modify this Agreement from time to time in its sole discretion.  LEAP Real Estate Systems will notify you of any such modifications by email, by posting a conspicuous notice in the Application, or otherwise in writing (each, a “Modification Notice”).  You must contact LEAP Real Estate Systems immediately following your receipt of a Modification Notice if you do not agree to such modifications.  By continuing to use the Application or any aspect or component thereof after LEAP Real Estate Systems sends or posts (as applicable) a Modification Notice, you are agreeing to such modifications.

 

18. CONFIDENTIALITY.  Both LEAP and you shall maintain in strict confidence, and shall use and disclose only as required by this Agreement, all information of a competitively sensitive or proprietary nature that it receives in connection with the work performed.  LEAP and you shall take reasonable steps to identify for the benefit of the other party and its personnel any information of a competitively sensitive or proprietary nature, including using confidentiality notices in written material.  These restrictions shall not apply to information (a) generally available to the public; (b) released by LEAP or you without restriction; (c) independently developed or acquired by LEAP/you or its personnel without reliance in any way on other protected information of LEAP/you; or (d) approved for the use and disclosure by LEAP/you or its personnel without restriction.  Notwithstanding the foregoing restrictions, LEAP and you and its personnel may use and disclose any information (y) to the extent required by an order of any court or other governmental authority or (z) as necessary for it or them to protect their interest in this Agreement, but in each case only after LEAP or the you has been so notified and has had the opportunity, if possible, to obtain reasonable protection for such information in connection with such disclosure. Notwithstanding anything to the contrary herein, LEAP/you and its personnel shall be free to use and employ its and their general skills, know-how, and expertise, and to use, disclose, and employ any generalized ideas, concepts, know-how, methods, techniques, or skills gained or learned during the course of any assignment, so long as it or they acquire and apply such information without disclosure of any confidential or proprietary information of you and without any unauthorized use or disclosure of Work Product.

 

19. PROMOTION.  Upon signing of this contract, LEAP Real Estate Systems and you have the rights to produce marketing materials that mentions the LEAP Software and  the you usage of the LEAP Software. Materials include but are not limited to websites, brochures, and press releases. A draft version of the material will be supplied at least one week before publication. LEAP Real Estate Systems and you will use their best effort to produce mutually acceptable marketing materials before distribution.  If appropriate there will be an Exhibit A, Marketing Plan to set forth the

 

20. ASSIGNMENT. No rights, duties or obligations under this Agreement shall be assignable or transferable without the prior written consent of LEAP Real Estate Systems.

 

21.  PARAGRAPH HEADINGS. Descriptive paragraph headings used in this Agreement are for convenience only and shall not control or affect the meaning or construction of the provisions of the Agreement.

 

22.  DUTY TO NOTIFY/CHANGE ELIGIBILITY: In the event that Subscriber leaves the employment of Broker or ceases his/her affiliation as an agent or independent contractor of Broker, Subscriber shall immediately notify LEAP Real Estate Systems and Subscriber shall, thereafter, make no attempts to use the Application. 

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