Effective Date: 1/1/2019
By signing up with us, downloading, or installing Radius software, you are entering into a legally binding agreement with us. If you do not agree to these terms, you may not use Qualified Leads. We reserve the right to propose modifications to these terms periodically. We will notify you of such changes via an email sent to the email address we have on file for you or via other notification mechanisms. Your continued use of and access to Qualified Leads after notice of such modifications evidences your acceptance of and agreement to the modified terms.
- “Content”: text, images, graphics, photos, video, audio, leads, and any other content, information or data (including transaction data), created, derived or received from, transmitted to, or accessible via use of Qualified Leads.
- “Evaluation Trial”: provision of Qualified Leads free of regular monthly charge for a period of one (1) month. Other costs and fees are still billed.
- “Qualified Leads”: the online and offline services provided by us, as such services may be updated or modified by us in our sole discretion on one or more occasions, including via servers hosted by us and via Radius staff.
- “Support Services”: services we may agree to perform to enable the training, setup, integration, use, maintenance and/or support of Qualified Leads, which may include chat/phone interaction, support, consulting, professional services, and updates of Qualified Leads, if any.
- “User Information”: user name, password, and other log-in information for access to Qualified Leads.
- “We”, “us”, “our” or “Radius”: Agentdesks Incorporated (DBA Radius), organized under the laws of California, United States. Agentdesks Incorporated is a California-licensed real estate broker in good standing (BRE # 02051216).
- “You” or “your”: the individual using Qualified Leads, or clicking “accept” or “agree” or otherwise demonstrating acceptance of the terms, and thereby becoming bound by these terms, and the company or other legal entity represented by such individual, and all other affiliates.
ACCESS TO Qualified Leads
- Availability. We will make available a subscription to Qualified Leads provided you are a resident of or domiciled in the United States or any US territory and you stay current with the fees associated. Your decision to use Qualified Leads is not reliant or dependent on the availability of any current or future functionality or features, or on any oral or written public or private comments or representations made by us. You may not use Qualified Leads if you are barred from doing so under applicable law or these terms. If you are using Qualified Leads on behalf of a company, you warrant that you have full power and authority to bind your company to these terms. You warrant that all information you submit to us is true, accurate, complete, and not misleading, that you will maintain and update such information as necessary, and that you are not impersonating another.
- Evaluation Trial. Any Content, adaptations, customizations or other materials generated during the Evaluation Trial will be permanently lost at the end of the Evaluation Trial unless you maintain a subscription to Qualified Leads. Notwithstanding any other provision of these terms, the Evaluation Trial is provided “as is” and without any warranty, express or implied. You must cancel the Evaluation Trial by the end of the stated number of days in the Evaluation Trial offer to avoid incurring subscription charges, unless we notify you otherwise. Each lead that is processed during the Evaluation Trial shall incur our current lead processing fee. If you do not cancel at the end of the Evaluation Trial period, we may charge you for the subscription.
- Consent to Emails and Texts. You agree and consent to receive email and text messages from us, which may be transactional, for account management purposes, or for communications relating to or provided as part of Qualified Leads.
- Reservation of Rights. We retain all right, title and interest in and to Qualified Leads and our Content, and all associated intellectual property rights. We grant no licensed rights to our patents. The user interface, user experience, icons, presentation layer and elements, reports, layouts, and screen display of or generated by Qualified Leads are our copyrightable content, our trade dress and our trademarks and servicemarks. You will not use, reproduce, distribute, or deploy Qualified Leads, except for your own personal use or your own business operations, and solely in accordance with these terms.
- Your Content. You retain all right, title and interest in and to your Content and all associated intellectual property rights.
USE OF Qualified Leads
- Communications. You have obtained all consents required from third parties to permit them to be contacted for any purpose, including via phone, text and email. You agree that to the extent we contact or assist in contacting third parties on your behalf, we are acting as your agent in connection with such contact, and that you will be the initiator and/or sender of any calls, texts and/or emails, and not Radius. You agree that we shall have no liability to you, your business leads or any third parties that arises from or relates to your failure to obtain any consents as required by this section.
- Necessary Systems. Access to and ability to effectively use Qualified Leads is conditioned on your having all necessary systems, hardware, software, operating environment, other applications, connectivity, and network access. Use of Qualified Leads requires connection to, and data transfers over, the internet and therefore may impact your data usage charges imposed by your internet service provider and may impact usage limitations imposed by other applications.
- Feedback. We may freely use and exploit in perpetuity any feedback, requirements, recommendations, ideas, bug fixes, reviews, ratings, comments, suggestions, or improvements, that you, or any employee or agent thereof, may at any time disclose or submit to us relating to Qualified Leads for our business purposes, including for product licensing, support and development, without any obligation or payment to you.
- Information. You hereby consent to our collection and use of anonymized data (including meta-data, analytical, diagnostic and technical data, and usage statistics) concerning or arising from your use of Qualified Leads in order to provide the functionality of and improve Qualified Leads, for product development and marketing purposes, to protect against spam and malware, and for verifying terms compliance.
- Unauthorized Use. You will not use Qualified Leads or participate in any activities via Qualified Leads in a manner that is likely to be prohibited by law or these terms or violative of third-party rights in any applicable jurisdiction, including intellectual property rights. Your use of Qualified Leads must be in full compliance with all applicable law. You will not use or enable or permit the use of Qualified Leads to store or transmit infringing, libelous, offensive or otherwise unlawful or tortious material or data or in violation of privacy rights, or to transmit malicious code, viruses, time bombs, Trojan horses, or similar mechanisms, scripts, agents, bots or programs. You will not use or access Qualified Leads: (a) if you are a direct competitor of us or operating on behalf of such a direct competitor; or (b) for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes.
- Notifications. We may place a notice across our site pages or send you an email to alert you to certain changes such as modifications to these terms.
- Prohibited Acts. You are prohibited from breaching or attempting to breach any security features of Qualified Leads, including, without limitation: (a) accessing content, data, information or materials not intended for you, or logging onto a server or account that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of Qualified Leads, or any associated system or network, or to breach security or authentication measures without proper authorization; (c) interfering or attempting to interfere with use of Qualified Leads by any user, host, or network, including, without limitation, by means of submitting a virus, overloading, flooding, spamming, mail bombing, or crashing; (d) publishing or linking to malicious content intended to damage or disrupt another user’s browser or computer or to compromise a user’s privacy or anonymity; (e) forging any TCP/IP packet header or any part of the header information; (f) accessing or tampering with non-public areas of Qualified Leads, our computer systems, or the technical delivery systems of us or our providers; (g) publish, post, upload or otherwise transmit any data, material, information or content that contains any viruses, trojan horses, worms, time bombs, corrupted files or programming routines or mechanisms that are intended to damage, interfere with, monitor, intercept or expropriate any systems, data, information or property; (h) accessing or attempting to access Qualified Leads by any means (automated or otherwise) other than through the currently available, published or enabled interfaces that are provided by us, unless you have been specifically allowed to do so in a separate agreement with us; (i) using Qualified Leads for unsolicited or unauthorized advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation, or for conducting raffles, contests, lotteries or sweepstakes; or (j) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code or other information used by us in providing Qualified Leads.
- Illicit Access. You will not attempt to gain unauthorized access to other accounts, computer systems or networks connected to any of our servers, through hacking, password mining or any other means. You will not obtain or attempt to obtain any materials or information through any means not intentionally made available through Qualified Leads, which is for your personal/internal and individualized use only. Without limiting the generality of the foregoing, you will not publish, distribute or transmit to the general public via any medium Qualified Leads, except through and as otherwise authorized by us, and you will not engage in framing, mirroring, or otherwise reproducing or simulating the appearance or function of Qualified Leads. You will not remove any copyright, trademark or other proprietary rights notices associated with or visible via use of Qualified Leads.
- License Grant. Subject to your compliance with the obligations of these terms, we hereby grant to you a non-sublicensable, non-transferable, and non-exclusive license to install and use our Radius app on any supported computing device owned by you or in your exclusive possession, for your internal or personal use in support of your business operations.
- Updates. Radius may update automatically. Updates may be required for your continued use of Qualified Leads. You agree to accept such updates subject to these terms unless other terms accompany the updates. If so, those other terms will apply. We are not obligated to make any updates available and do not guarantee that we will support the version of Qualified Leads that you are currently using.
- Unauthorized Use. Except as set forth above, you will not (a) copy Qualified Leads except as required to load on to the device described in section 4.1 above; (b) distribute to or share use of Qualified Leads with any third party; (c) modify, or create derivative works or improvements of, Qualified Leads; or (d) sublicense, rent, lease, or host Qualified Leads. All rights are reserved to us. You will have no right or license to Qualified Leads other than the rights set forth in section 4.1.
- Ownership. We and our licensors retain all right, title and interest in Qualified Leads and associated intellectual property rights, and all copies of our Radius app. The structure, sequence, organization and code of our Radius app constitute our and our licensors’ valuable trade secrets and copyrighted confidential information. You will preserve and not suppress our proprietary notices, markings, and branding associated with or displayed via the use of Qualified Leads.
- Reverse Engineering. You will not reverse engineer, modify, decompile, disassemble or otherwise attempt to derive the source code, interfaces or other information from Qualified Leads, or work around technical protections or limitations associated with Qualified Leads.
- Open Source. Certain components or libraries included in or bundled with Qualified Leads may be covered by open source licenses. To the extent required by such open source licenses, the terms of such licenses will apply in lieu of the terms of this section, solely with respect to those libraries or components that are licensed under such open source licenses.
USER INFORMATION & CONTENT
- User Information. You are responsible for maintaining the confidentiality of User Information and liable for all activities occurring under such User Information. You will not transfer to any party User Information, or use access information of another, without our prior written consent. You will immediately notify us of any unauthorized use of User Information or any other breach of security via email sent to firstname.lastname@example.org. We will not be liable for any loss or damage arising from lost or forgotten Access Information.
- Responsibility for Content. Your Content is your responsibility. We reserve the right to mark as “inactive” and archive accounts that are inactive for an extended period. It is your responsibility to back up Your Content and end user data. We may preserve and disclose any Content if required to do so by law or judicial or governmental mandate or as reasonably necessary to protect the rights, property or safety of us, users and/or the public. We may terminate Qualified Leads access, and disable our software, in response to a violation or suspected violation of these terms.
- Use of Content. We may refuse or delete any Content is otherwise contrary to law or is otherwise inappropriate in our discretion. We will not be liable for any Content, including, but not limited to, liability for any errors, inaccuracies, or omissions, or for any loss or damage of any kind incurred as a result of the use of any Content. We have no obligation or liability to maintain, store, or license Content or to protect and maintain Content owners’ intellectual property rights. You hereby waive and release any claims you may have against us arising or resulting from use or misuse of Content or your inability to effectively use Content or for any act, omission, or conduct of any Qualified Leads user.
- Account Data. We have no responsibility or liability for the deletion or failure to store any Content. You acknowledge and agree that we are under no obligation to compile and return to you your Content, including if you elect to deactivate your account, except as we may otherwise agree in writing.
- License to Content. You hereby grant to us the perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable, non-exclusive right and license to use, distribute, reproduce, modify, display, and make derivative works of your Content for any commercial or non-commercial purposes, including for the purpose of providing and promoting Qualified Leads.
- Our Marks. You agree that any use of our marks, branding and logos (“Marks”), whether permitted or otherwise, is for the sole beneﬁt of Radius. You will not directly or indirectly: (a) ﬁle or prepare any application for registration of any Marks; (b) assert any right, title, license to, or interest in the Marks; or (c) adopt, use, ﬁle for registration, or register, in whole or in part, any trademark, service mark, trade name, logo, or domain name which may be confusingly similar to or an infringement of the Marks or any of our domain names.
- We may, in our sole discretion and without obligation, use commercially reasonable efforts to provide chat or phone interaction, email help desk, query and incident support, in support of your use of Qualified Leads.
- We may implement for your benefit all upgrades, enhancements, ports, bug fixes, and new releases to Qualified Leads when and if, in our sole discretion, developed by us.
- Service. With a valid subscription to Qualified Leads, you may submit potential client leads to our lead qualifications platform for lead processing services. By submitting a lead to Qualified Leads, you are agreeing to pay for and authorize the processing of all leads submitted. After processing a lead, we shall deem the lead qualified or unqualified.
- Leads. Leads consist of contact information of your prospective clients. Leads must not have been acquired over one (1) year ago. Leads must have reached out to you before being submitted to Qualified Leads for processing. You agree to submit leads in exactly the manner(s) described within Radius Qualified Leads, which may be subject to change at any time. We have no obligation to filter leads at our discretion or your request. Any qualified lead that you do not accept will remain in your Radius account and will not be referred out to a third party without your consent. In addition, Radius Agent is prohibited from using Leads’ or Qualified Leads’ personal information you provide for any other purpose other than indicated in this agreement.
- Subscription. You will pay to us our standard Qualified Leads fees. Current pricing is ninety-nine ($99) dollars per month for the general subscription and twenty-nine ($29) dollars per lead processed by us. Pricing is subject to change and can be found on the Qualified Leads website. Charges are imposed at the commencement of your subscription or at the beginning of the first month commencing after the Evaluation Trial. Subscription fees are based on monthly, quarterly or annual periods that begin on the subscription start date and are billed on each applicable anniversary date thereafter. By providing us with a billing account, you represent and warrant that you: (a) are authorized to use the billing account that you provided and that any payment information you provide is true and accurate; and (b) authorize us to charge you using your billing account. We may bill you in advance, at the time of purchase, shortly after purchase, or on a recurring basis for subscriptions. We may bill you at the same time for more than one of your prior billing periods for amounts that have not previously been processed. If you terminate and cancel your subscription, you may use Qualified Leads until your pre-paid period has ended.
- Orders. All payments are non-refundable and are exclusive of bank service fees or currency exchange settlements. Payments will be made via the methods designated by us. In the event that you are delinquent in the payment of any invoice, we may at our election suspend access to Qualified Leads until such payments are made in full. Payments to us will be made without deduction, counterclaim or set-off of any kind. We do not provide price protection or refunds in the event of promotions or price decreases. Any payments that are not timely paid as provided hereunder shall bear compound interest at the rate of the lower of (a) 1.5 percent per month; or (b) the highest rate permitted by applicable law.
- Billing Errors. If you have been charged incorrectly, you must inform us of the details within sixty (60) days from when the error first appears on your billing statement. If you do not inform us of the issue within that time, you release us from all liability and claims of loss resulting from the error and we will not be required to correct the error or provide a refund.
- Taxes. You will bear and be responsible for the payment of all taxes, including all sales, use, value-added, rental receipt, personal property or other taxes and their equivalents which may be levied or assessed in connection with these terms or provision of Qualified Leads (excluding only taxes based on our net income). If we are required to pay or collect any such taxes or other charges for which you are responsible under this section, the appropriate amount will be invoiced to and paid by you.
- Term. Access to Qualified Leads commences upon our acceptance of your order and will continue in effect during the term of the subscription. If automatic renewals are allowed in your jurisdiction, we will inform you by email before automatically renewing your subscription. Once we have informed you that your subscription will be automatically renewed, we may charge you the then current price for the renewal term. We will also provide you with instructions on how you may cancel the subscription. You must cancel the subscription before the renewal date to avoid being billed for the renewal. You are not entitled to any pro-rata or partial refunds for mid-cycle cancellations.
- Cause. A subscription may also terminate immediately upon your breach of these terms. We may on written notice terminate rights granted under these terms in the event Qualified Leads is in our reasonable judgment subject to the intellectual property rights of any other person or entity. We may additionally terminate a subscription upon written notice to you if you (a) become the subject of a legal proceeding under a law relating to insolvency or bankruptcy; or (b) or your property becomes under the control of a custodian or equivalent under applicable law, or your property is assigned for the benefit of creditors; or (c) generally fail to pay your debts as they become due or acknowledge in writing that you are unable to do so. Upon termination of rights or access for any reason, all licensed rights granted under these terms, access to Qualified Leads will terminate, and you will immediately cease all use and distribution, and destroy all copies, of Qualified Leads.
- Disclaimer. To the maximum extent possible under applicable law, we provide Qualified Leads on an as-is, as-available basis with all faults, and we disclaim all warranties of any kind with respect to Qualified Leads, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Specifically, we make no warranty that (a) Qualified Leads will meet your requirements, goals or needs, (b) Qualified Leads access will be uninterrupted, timely, secure or error-free, or (c) any errors or deficiencies in Qualified Leads will be corrected.
- Exclusion. Notwithstanding any other provision of these terms, our maximum cumulative aggregate liability for all claims, liabilities or obligations arising under or relating to Qualified Leads, regardless of the number of claims or the theory of liability, whether for breach of these terms, including breach of warranty, or in tort or otherwise, will not exceed all amounts paid by you to us under these terms, if any. We will not be liable for any indirect, punitive, special, incidental or consequential damages, or liable for interruption of business, diminution of value, cost of replacement, downtime, loss of profits, revenue, use, data, or other economic advantage, in connection with, related to or arising out of Qualified Leads.
- Indemnification. You hereby agree to fully indemnify, defend and hold harmless us, our affiliates, and officers, directors, employees and agents of us and our affiliates, from and against any and all claims, losses, damages, judgments, awards, costs, liabilities, expenses, sanctions, and fees (including our reasonable in-house and external lawyers’ fees and costs) directly or indirectly caused by or incurred by reason of a third party allegation, lawsuit, claim or proceeding, arising out of or related to (a) breach of these terms; (b) infringement of intellectual property rights; (c) your Content; (d) any calls, texts or emails made by you or on your behalf through Qualified Leads, or your failure to obtain consents; or (e) your business activities. We may assume the exclusive defense and control of any matter for which you are required to indemnify us at your expense, and you agree to cooperate with our defense of these claims. You will not settle or compromise any such claims without our prior written consent.
- Service Modification. We may from time to time modify or discontinue access to, temporarily or permanently, any part, feature, or functionality of Qualified Leads. We will not be liable for any such modification, suspension or discontinuance, even if certain features or functions, your settings, or any Content you have contributed or have come to rely on, are permanently lost.
- Governing Law. All disputes will be governed by California law, without regard to conflicts of laws rules, and to the maximum extent permitted by applicable law, the parties hereby waive the right to a jury trial for any such disputes. The state courts located in San Francisco, California or the federal courts of the Northern District of California, will have jurisdiction over any disputes and both parties hereby consent and submit to the jurisdiction of such courts for such disputes and waive any objections to the exercise of such jurisdiction. Such courts will have exclusive jurisdiction over any such disputes, except that we may bring an action for recovery of injunctive or provisional relief, or an action claiming infringement or misappropriation of intellectual property rights, or both, in any court of competent jurisdiction under the laws applicable thereto.
- Arbitration. All disputes will be referred to and finally settled by either (i) informal means, and if such means are unsuccessful at resolving the dispute(s), (ii) binding arbitration. Such arbitration will be conducted before a single arbitrator conducted by the American Arbitration Association (AAA), in accordance with the AAA Commercial Arbitration Rules in effect at the time of arbitration. Venue for the arbitration will be in San Francisco. The parties hereby waive the right to a trial by jury and agree to only bring claims in an individual capacity and not as a plaintiff or class member in any purported class, consolidated or representative proceeding. All disputes will be arbitrated only on an individual basis and not in a class, consolidated or representative action. The arbitrator does not have the power to vary these provisions. Except to the extent required by law or in order to enforce arbitral awards in court, the parties shall keep confidential, make no public announcements regarding, and shall not disclose the existence of (a) any dispute, (b) the existence or details of the arbitration proceeding, or (c) all related documents, materials, evidence, judgments and awards therein.
- Severability. The parties acknowledge that if one or more provisions of this agreement is found to be unenforceable, invalid, preempted or unlawful for any reason, the parties’ intention is to (a) maintain the enforceability of such invalid or unenforceable provision in any circumstances other than those this in which the provision is held to be unenforceable and (b) modify such provision to the extent the provision can be rendered enforceable.
- Assignment. These terms will not be assigned, delegated, or transferred by you, in whole or in part, whether voluntarily, involuntarily, by merger, consolidation, dissolution, sale of assets, or otherwise, without our prior written consent. Any such purported assignment, delegation or transfer without such written consent will be void. We may at any time assign these terms without prior consent or notice. These terms will be binding on, and inure to the benefit of, the parties and their respective and permitted successors and assigns.
- Injunctive Relief. You acknowledge and agree that breach of these terms, or any unauthorized use, disclosure or distribution of Qualified Leads, may cause irreparable harm to us, the extent of which would be difficult to ascertain, and that we will be entitled to seek immediate injunctive relief (in addition to any other available remedies), in any court of competent jurisdiction under the applicable laws thereto.
- Miscellaneous. The terms constitute the entire agreement between you and us and govern your use of Qualified Leads, superseding any prior agreements, understandings, communications or proposals. No waiver of any provision of these terms will be deemed a further waiver or continuing waiver or such provision or any other provision, and our failure to assert any right or provision under these terms will not constitute a waiver of such right or provision. Nothing herein will be deemed to create an agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship of any kind between us and any user or other person or entity, nor do these terms extend rights to any third party.