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Subscription – Listing Agreement

This document governs the subscription listing agreement of our website and forms a legal agreement between you hereinafter referred to as “Agent” and The Reese Group, LLC, hereinafter referred to as “Office Dragon”.

Whereas, Office Dragon is in the business of providing an Internet based, on-line real-estate listing service (“Office Dragon Services”).

Whereas, Agent is either the owner or exclusive agent responsible for the renting and/or leasing of the real estate identified in this Agreement and desires to use the Office Dragon on-line listing service.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties do hereby agree as follows.

1. Recitals. The above-stated recitals are hereby restated and incorporated by reference into this Agreement.
2. Right to List. Agent hereby represents and warrants that they shall be either the Owner or the Exclusive Agent of the property to be listed (“Listed Property” or “Listed Properties”) on the Office Dragon Services.
3. Listings. Agent shall be entitled to cause an unlimited number of Listed Properties to be listed with the Office Dragon Services, provided such Listed Properties are each in concordance with the terms and conditions of this Agreement and all payments, fees and costs are paid in full.
4. Fees. Office Dragon charges a fee for the Office Dragon Services. The schedule of fees and costs, if any, are annexed hereto as an attachment. The fees and costs associated with an existing Agreement, then in effect, shall remain in force and effect, unless otherwise expressly agreed to in a writing signed by the parties. Office Dragon shall have the irrevocable right to de-list, remove or otherwise remove any Listed Properties from the Office Dragon Services in the event any payments are in arrears, late or otherwise unpaid without further notice to the Agent.
5. No Commissions. Unless otherwise expressly provided for in a writing signed by the parties, Office Dragon shall not be entitled to any commission derived or based upon the sale or rental of any property listed with Office Dragon.
6. Right to Use – Clearances. Agent expressly agrees that all images, photos, written descriptions that it provides to Office Dragon for use in the Office Dragon Services shall be the property or art work of said agent.
7. Active Listings. Agent expressly agrees that Agent shall list only those properties that it is entitled to List and only those properties that are available for rental or sale. Agent represents and warrants that it shall not list false, unavailable or expired Listed Properties.
8. Right to Remove. Agent expressly agrees that Office Dragon shall be entitled to remove any false, unavailable, or expired Listed Properties listing without notice and without a corresponding requirement for offset or refund of fees related to any such listing.
9. Reporting.* Agents are entitled to access the Office Dragon Services website and receive unlimited reports via the Office Dragon Services website. Office Dragon may elect to provide reports by way of printed reports. However, nothing in this Agreement shall be construed or enforced as requiring the provision of written reports to the Agent.
10. Form of Agreement. Office Dragon reserves the right to enter into Listing Agreements either by the use of an online Listing Agreement or by way of a paper form of Listing Agreement. It is expressly understood and agreed between the parties, that the use of either or both forms of Agreement shall, in the absence of an express written agreement or acknowledgment by both parties, not invalidate or revoke any prior used form of Agreement.
11. Grant of License. In consideration for the Office Dragon services, Agent hereby grants to Office Dragon a non-transferable, non-exclusive, world-wide, license to use and show the name of Agent together with all images or resources that Agent makes available in connection with the Listed Properties.
12. Permitted Uses. Agent shall be permitted to create a link on its own website directing third parties to the Office Dragon webiste Nothing in this Agreement shall be construed or enforced as permitting the use by Agent, Agent’s, company or parties associated with or employed by Agent as permitting the use of the Office Dragon website in any manner or method not expressly permitted in writing by Office Dragon.
13. Prior Rights. Agent hereby acknowledges Office Dragon’s prior use, ownership and exclusive rights in and to the design of the Office Dragon website and the trade names and trademarks of Office Dragon. Agent further acknowledges Office Dragon’s exclusive rights in and to the copyright for the software comprising the Office Dragon website and that no authorship or co-authorship rights are created under this Agreement nor are any granted herein. Agent acknowledges and agrees that no license or permission is granted herein to create derivative works based upon the Office Dragon website and that the creation of derivative works, based thereupon shall be an infringement of Office Dragon’s rights in and to its valuable copyrights, causing substantial monetary harm to Office Dragon. The parties expressly agree that all use of the parties’ trademarks shall inure solely to benefit of the respective trademark owner.
14. Restrictions to Use. Except as may be otherwise expressly permitted herein or in a written agreement signed by the parties, neither party shall be permitted to incorporate or otherwise use the materials provided by either party in any manner whatsoever.
15. All Rights Reserved. The parties hereby expressly that the materials provided under this Agreement contain copyrighted materials, trade secrets and other proprietary materials of the respective parties. Such materials may be confidential and are protected under the laws of the United States and other international treaty provisions. This Agreement shall not be construed as granting, transferring, assigning or limiting any rights except as may be otherwise expressly permitted herein. Each party expressly reserves all rights, copyrights, trademarks and any other form intellectual property rights in and to their materials.
16. Modifications and Limited Support. Office Dragon may from time to time, but shall not be obligated, create amendments, additions, improvements or modifications to the Office Dragon website. Office Dragon shall have the right, but not the obligation, to make any such amendments, additions, improvements or modifications to the Office Dragon website available for use by Agent. Except as may be otherwise expressly provided for in a separate written Agreement, Office Dragon shall have no obligation to provide customer support to any third party.
17. Confidentiality. Each party shall take all reasonable precautions to safeguard the materials of the other party from any unauthorized use, duplication, or distribution. Furthermore, each party hereby agrees to retain all Confidential Information of the other in confidence and shall not publish or disclose such Confidential Information at any time during the term of this Agreement. The parties further agree that the terms and provisions of this Agreement shall remain confidential. For the purposes of this Agreement confidential information shall be defined as such.
18. Warranties and Indemnification.
    1. Office Dragon hereby represents and warrants that it has the right to enter into this Agreement and to make the grants of rights made herein and that the Office Dragon services not knowingly infringe upon the rights of any third party.
    2. Office Dragon hereby agrees to defend, indemnify and hold Agent and its officers, directors, employees and agents harmless from and against any and all claims, liabilities and all costs, expenses (including reasonable attorneys’ fees) arising out of or relating to any breach of Office Dragon’s representations and warranties herein.
    3. Agent hereby represents and warrants that it has the right and power to enter into this Agreement and that it shall timely remit any and all fees, costs, and payments due under this Agreement and that it shall not breach any other term or condition of this Agreement except as may be otherwise expressly permitted under this Agreement or as be permitted under a separate written agreement signed by the parties.
    4. Agent hereby agrees to defend, indemnify and hold Office Dragon, its officers, directors, employees and agents harmless from and against any and all claims, liabilities and all costs, expenses (including reasonable attorneys’ fees) arising out of or relating to any breach of Agent’s representations and warranties made herein.
19. Limitation of Liability. The parties expressly acknowledge and agree that use of the Office Dragon Services and the materials of the parties are used at the sole risk of the parties. Subject to the conditions stated herein, the Office Dragon Services and the materials of Agent are provided “AS IS” and without fiduciary obligation or warranties of any kind and the parties each hereby EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. UNDER NO CIRCUMSTANCES SHALL A PARTY BE LIABLE TO THE OTHER OR ANY THIRD PARTY, LICENSEE OR SUBLICENSEE, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS, SAVINGS OR BUSINESS INTERRUPTION AS A RESULT OF THE USE OF THE OFFICE DRAGON OR MATERIALS EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY.
20. Relationship of the Parties. The parties to this Agreement are independent business entities. No partnership, agency, employer-employee or other form of commercial or business entity is created herein and none shall be construed.
21. Governing Law. The validity, construction, and performance of this Agreement shall be governed, interpreted and enforced in accordance with the laws of the State of New York as it applies to contracts wholly performed therein and without giving effect to its conflict of law principles or the conflict of laws principles of any other jurisdiction. The parties expressly consent to jurisdiction of the state and federal courts of the State of New York over any dispute or action arising out of this Agreement and agree to waive all defenses relating to the election of the forum or jurisdiction state herein. The parties further agree to accept service of process by certified mail, return receipt requested. Service shall be deemed effective upon delivery.
22. Severability. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect, and the invalid provision shall be replaced by Office Dragon with a provision that most closely effects the intent of the unenforceable provision.
23. Waiver and Amendment. No waiver by either party, whether express or implied, of any provision of this Agreement shall constitute a continuing waiver of such provision or a waiver of any other provision of this Agreement. No waiver by either party, whether express or implied, of any breach or default by the other party, shall constitute a waiver of any other breach or default of the same or any other provision of this Agreement. This Agreement may be amended upon the mutual consent of the parties by a written instrument executed by the parties.
24. Entire Agreement. This Agreement constitutes the entire understanding between the parties and supersedes all previous agreements, promises, representations and negotiations between the parties concerning the Software.
25. Captions. The Captions of the sections of this Agreement are for convenience only and shall not control or affect the meaning or construction of any of the terms or provision of this Agreement.