Real Estate Document MiRealSource

REAL ESTATE DOCUMENT MiRealSource

This Real Estate Data License and Services Agreement (the Agreement) is made and entered into as of by and between with principal address at (Provider), and with principal address at (Client).

Recitals

WHEREAS, Provider maintains and distributes real estate listing data, images, and related metadata and operates the MiRealSource data feed and related services; and

WHEREAS, Client desires to receive and use Provider's listing data for Client's authorized real estate display, search, and brokerage operations in accordance with the terms and restrictions of this Agreement; and

WHEREAS, Provider is willing to grant a limited, non-exclusive license and to provide technical services to Client on the terms set forth herein.

Scope of Work

Provider shall deliver listing data feeds in the agreed format (e.g., RETS, JSON, XML) and shall provide reasonable technical support for integration. Provider will make commercially reasonable efforts to maintain data availability but does not guarantee uninterrupted access except as set forth in a separately agreed Service Level Addendum.

Payment Terms

Invoices issued by Provider are payable within the time period specified in the Payment Schedule. Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Client is responsible for all taxes, assessments, and duties associated with amounts payable hereunder, except taxes based on Provider's net income.

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the Notice Period following written notice. Provider may terminate immediately upon material violation by Client of license restrictions or unauthorized redistribution of listing data. Upon termination, Client shall cease all use and display of Provider's listing data and shall certify deletion of cached copies within thirty (30) days.

Confidentiality

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial, or commercial information disclosed in any form and marked or reasonably understood to be confidential. Each receiving party shall: (a) use Confidential Information solely for performance under this Agreement; (b) restrict access to its employees and contractors with a need to know and subject to confidentiality obligations at least as protective as those herein; and (c) not disclose such Confidential Information to any third party without prior written consent. Confidentiality obligations survive termination for a period of years.

License and Use Restrictions

Provider grants Client a limited, non-exclusive, non-transferable license to use Provider's listing data solely for Client's internal business purposes and for display on Client-controlled platforms in accordance with Provider's display rules. Client shall not: (i) sell, sublicense, transfer, or otherwise distribute the listing data to third parties except as expressly permitted herein; (ii) strip or alter copyright, trademark, or attribution notices; or (iii) use the data to create a competing data service. All right, title and interest in the listing data and underlying intellectual property remain with Provider or its licensors.

Representations; Indemnity

Each party represents that it has the full power and authority to enter into this Agreement. Client shall indemnify, defend and hold harmless Provider from and against any claims arising from Client's breach of the license restrictions, misuse of the listing data, or negligent integration that causes third-party claims. Provider's liability for damages under this Agreement shall be limited to direct damages not to exceed the fees paid by Client in the twelve (12) months preceding the claim; in no event shall Provider be liable for consequential, incidental, special, or punitive damages.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Exclusive jurisdiction and venue for any dispute arising out of this Agreement shall be in the state or federal courts located in that state, unless the parties agree otherwise in writing.

Entire Agreement

This Agreement, including any exhibits, addenda, or statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. Any modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses listed above or to such other address as a party designates by written notice. Notices are effective upon delivery if delivered in person, by nationally recognized overnight courier, or by confirmed electronic transmission when a receipt of transmission is generated.

Sign Now