MLS Purchase Terms Agreement

MLS Purchase Terms Agreement

This MLS Purchase Terms Agreement ("Agreement") is entered into as of Effective Date: by and between Seller Name: with principal place of business at and Purchaser Name: with principal place of business at .

RECITALS

WHEREAS, Seller maintains and controls a multiple listing service database and related listing data and technology (collectively, "MLS Data"); and

WHEREAS, Purchaser desires to acquire a licensed right to receive and use certain MLS Data from Seller and Seller is willing to provide such MLS Data subject to the terms and conditions set forth herein; and

WHEREAS, the parties intend that this Agreement define the parties' respective rights, restrictions, delivery obligations, fees, confidentiality and indemnity obligations with respect to the MLS Data.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "MLS Data" means property listing information, images, metadata, historical records, status changes, and related data supplied by Seller to Purchaser pursuant to this Agreement, as further described in the Data Specification Addendum attached hereto.

1.2 "Authorized Users" means employees, contractors, and agents of Purchaser who have a legitimate business need to access the MLS Data and who are bound by confidentiality obligations no less protective than those set forth in this Agreement.

2. GRANT OF LICENSE

2.1 License. Subject to the terms and conditions of this Agreement, Seller grants to Purchaser a non-exclusive, non-transferable, revocable license to receive, reproduce, display and use the MLS Data solely for the Permitted Uses set forth in Section 3.

2.2 Reservation of Rights. All right, title and interest in and to the MLS Data, including all intellectual property rights, are and remain solely with Seller or its licensors. Purchaser acquires only the limited rights expressly granted herein.

3. PERMITTED USES; RESTRICTIONS

3.1 Permitted Uses. Purchaser may use the MLS Data solely to provide brokerage services, property marketing and related services to end users within the Territory described as:

3.2 Prohibited Uses. Purchaser shall not: (a) sell, sublicense, redistribute or provide the MLS Data in bulk to third parties for resale; (b) remove or modify any legend, attribution, copyright notice or metadata; (c) use the MLS Data to identify or target individual consumer data for unsolicited marketing in violation of applicable law; or (d) reverse engineer, decompile or otherwise attempt to derive source code or underlying structure of Seller systems.

4. DELIVERY AND FORMAT

4.1 Delivery Method. Seller will deliver MLS Data to Purchaser via the following delivery method:

4.2 Format and Frequency. The parties agree the MLS Data will be provided in the format and at the frequency set forth here:

5. FEES AND PAYMENT

5.1 Payment Terms. Purchaser shall pay all undisputed fees within days of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5.2 Taxes. Purchaser shall be responsible for all sales, use, value-added and other taxes arising from the transactions under this Agreement, excluding taxes based on Seller's net income.

6. TERM AND TERMINATION

6.1 Term. The term of this Agreement shall commence on the Effective Date and continue for a period of months unless earlier terminated in accordance with this Agreement.

6.2 Termination for Cause. Either party may terminate this Agreement upon thirty (30) days' prior written notice of a material breach if such breach remains uncured at the expiration of the notice period.

6.3 Effect of Termination. Upon expiration or termination, Purchaser shall promptly cease use of the MLS Data and, at Seller's election, either destroy or return all MLS Data and certify destruction in writing.

7. CONFIDENTIALITY

7.1 Confidential Information. "Confidential Information" means non-public information disclosed by a party that is designated confidential or that by its nature should reasonably be treated as confidential, including the MLS Data and pricing.

7.2 Obligations. The receiving party shall (a) use Confidential Information only to perform its obligations under this Agreement, (b) restrict disclosure to Authorized Users on a need-to-know basis, and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

8. INTELLECTUAL PROPERTY

8.1 Ownership. Seller retains all right, title and interest in and to the MLS Data and any derivative works thereof. Purchaser shall not claim any ownership in the MLS Data.

8.2 Feedback. Any suggestions, improvements or feedback provided by Purchaser regarding the MLS Data shall be deemed non-confidential and Seller may use such feedback without restriction.

9. WARRANTIES; DISCLAIMERS

9.1 Seller Warranty. Seller warrants that it has the right to license the MLS Data and will provide such data in accordance with the delivery terms set forth in this Agreement.

9.2 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.1, THE MLS DATA IS PROVIDED "AS IS" AND SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. INDEMNIFICATION

10.1 Purchaser Indemnity. Purchaser shall defend, indemnify and hold harmless Seller and its officers, directors and agents from and against any third-party claim arising out of Purchaser's breach of this Agreement or misuse of the MLS Data, including reasonable attorneys' fees.

10.2 Seller Indemnity. Seller shall defend, indemnify and hold harmless Purchaser from and against any third-party claim that the MLS Data furnished by Seller infringes a third party's intellectual property rights, provided Purchaser gives Seller prompt written notice and cooperates in the defense.

11. LIMITATION OF LIABILITY

11.1 Exclusion of Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES.

11.2 Cap. Except for claims arising from a party's willful misconduct or breach of confidentiality, each party's aggregate liability under this Agreement shall not exceed .

12. AUDIT RIGHTS AND RECORDS

Seller may audit Purchaser's use of the MLS Data no more than once per twelve-month period upon reasonable prior notice to verify compliance. Purchaser shall maintain accurate records for a period of two (2) years and shall promptly provide access to such records in connection with any audit.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at their addresses set forth below or to such other address as a party designates in writing:

14. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No delay or failure to exercise any right shall constitute a waiver unless in a signed writing.

15. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Agreement.

16. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any exhibits and addenda referenced herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one instrument. Signatures transmitted by electronic means shall be deemed binding for all purposes.

ADDITIONAL TERMS

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