Real Estate IDX Agreement

REAL ESTATE IDX AGREEMENT

This Real Estate IDX Agreement ("Agreement") is entered into by and between the parties identified below as of the Effective Date set forth herein. The parties agree as follows.

Parties and Identification

MLS and Property Data

MLS System Name:    Coverage Area / MLS ID:

Grant of License; Use Restrictions

Broker grants Subscriber a non-exclusive, revocable license to receive and display IDX data supplied by Broker or the MLS solely for use on Subscriber-owned or controlled Internet web pages for the purpose of real estate brokerage activities consistent with MLS rules and this Agreement. Subscriber shall not sublicense, resell, redistribute, or otherwise make IDX data available to third parties except as expressly permitted in writing by Broker.

Subscriber shall comply with all display rules required by Broker and the MLS, including mandatory attribution, copyright notices, and links to listing brokers where required. Subscriber shall not alter listing content, remove metadata, modify photographs, or omit listing broker identification.

Data Access, Security and Technical Specifications

Subscriber shall access IDX data via the authorized feed and protocols designated by Broker. Subscriber is responsible for maintaining technical controls, authentication, and reasonable administrative, physical, and technical safeguards to prevent unauthorized access, use, or disclosure of IDX data. Broker may suspend access immediately upon reasonable belief of misuse or a security breach.

RETS / API feed    RSS / XML feed    CSV / Data Export    Other:

Term, Fees and Billing

Effective Date:    Term Start:    Term End:

Payment Terms: Subscriber shall pay invoices within days of invoice. Late payments accrue interest at per month or the maximum permitted by law.

Termination; Suspension; Remedies

Either party may terminate this Agreement upon material breach that remains uncured for thirty (30) days after written notice. Broker may suspend Subscriber's access immediately if Subscriber's use materially violates MLS rules, this Agreement, or applicable law. Upon termination or suspension, Subscriber shall immediately cease display of IDX data and shall certify deletion of stored IDX content within three (3) business days.

Ownership, Confidentiality and Records

All IDX data provided pursuant to this Agreement is the property of Broker and the listing brokers. Subscriber acknowledges that listing content, photographs, and metadata are proprietary and protected by copyright and other intellectual property laws. Subscriber shall maintain confidentiality of non-public data and will not use data except as expressly permitted herein.

Broker may audit Subscriber's compliance with this Agreement upon reasonable notice. Subscriber agrees to provide access to relevant systems, logs, and records necessary to verify compliance.

Representations; Indemnity; Liability

Each party represents that it has authority to enter this Agreement and that performance will comply with applicable laws. Subscriber shall indemnify and hold harmless Broker, MLS, and listing brokers from claims arising out of Subscriber's use, distribution, or display of IDX data in violation of this Agreement or applicable law. EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.

Compliance with MLS Rules

Subscriber acknowledges that MLS rules and policies govern use of IDX data. Subscriber shall at all times comply with MLS rules, and accepts that Broker may modify data access, display requirements, or technical specifications in order to ensure continued compliance with MLS policy.

Certification: Subscriber certifies that it will comply with the MLS rules and display requirements applicable to IDX data.

Notices

All notices required by this Agreement shall be in writing and delivered to the addresses set forth below by personal delivery, certified mail, or overnight courier. Notices are effective upon receipt.

Governing Law; Dispute Resolution; Miscellaneous

This Agreement shall be governed by the substantive laws of the State of without regard to its conflict of laws principles. Parties agree to attempt in good faith to resolve disputes through negotiation. If not resolved, disputes shall be resolved by the courts located in the county of the governing state unless the parties agree in writing to arbitration.

This Agreement contains the entire agreement between the parties and supersedes all prior agreements and understandings with respect to IDX data access. Any amendment must be in writing and signed by both parties. If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect.

Acknowledgment

Each party acknowledges that it has read this Agreement, understands its terms, and agrees to be bound by them. The person signing on behalf of each party represents that they are authorized to execute this Agreement on behalf of that party.

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