Real Estate iHomefinderIDX

REAL ESTATE iHOMEFINDERIDX SERVICE AGREEMENT

Parties

Provider Name:

Client Name:

Recitals

WHEREAS, Provider is engaged in the business of providing IDX feed services, property search widgets, lead capture and related integration services under the trade name iHomefinderIDX and possesses the software, interfaces and technical infrastructure necessary to deliver such services; and

WHEREAS, Client desires to license Provider's IDX feed, display tools and related services for integration with Client's website and marketing channels, and Provider is willing to provide such services under the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

Scope of Work

Provider will supply and configure iHomefinderIDX services as specified below, including feed access, display widgets, lead capture forms, and technical integration assistance. Provider will host or deliver embedded code and APIs necessary for listing display and search functionality consistent with applicable IDX rules.

Fees and Payment Terms

Client shall pay Provider the fees set forth below in consideration for the services. All fees payable under this Agreement are exclusive of taxes unless otherwise indicated.

Invoices are due within the period stated on the invoice. Unpaid amounts are subject to the Late Payment Charge above and Provider may suspend services for invoices unpaid more than days after invoice date. Client is responsible for reasonable collection costs and interest on outstanding balances.

Term and Termination

This Agreement commences on the Commencement Date and continues until the Termination Date unless earlier terminated in accordance with this Agreement.

Commencement Date:    Termination Date:

Either party may terminate this Agreement for material breach that is not cured within days after written notice. Provider may also suspend or terminate services immediately if Client's use of the services violates applicable IDX or MLS rules or causes Provider to be in breach of a third-party data agreement.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any Confidential Information disclosed by the other party (the "Disclosing Party") except as expressly permitted by this Agreement. "Confidential Information" includes non-public technical and business information, customer lists, analytics, APIs, code, pricing, and documentation, but excludes information that: (a) is or becomes public through no fault of the Receiving Party; (b) was lawfully known to the Receiving Party prior to disclosure; (c) is lawfully received from a third party without obligation of confidentiality; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information to its employees, contractors and advisors on a need-to-know basis provided such persons are bound by confidentiality obligations no less protective than those herein. Upon termination of this Agreement, the Receiving Party shall promptly return or destroy the Disclosing Party's Confidential Information, except as required to be retained by law or for archival backups.

Intellectual Property and Data

Provider retains all right, title and interest in and to the iHomefinderIDX software, feeds, APIs, documentation and any enhancements, improvements or derivative works thereof. Provider grants Client a limited, non-exclusive, non-transferable license to use the provided code and widgets solely for Client's website and marketing channels in accordance with this Agreement and applicable IDX rules.

Client retains ownership of data it provides to Provider and of leads collected through Client's accounts. Client grants Provider a limited right to process and display Client-provided listings and lead data solely to perform the services described in this Agreement.

Representations, Warranties and Liability

Each party represents that it has full power and authority to enter into this Agreement. Provider warrants that it will perform services in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

Indemnification

Client shall defend, indemnify and hold Provider harmless from and against any third-party claims arising out of Client's misuse of the services, Client-provided content, or Client's breach of MLS/IDX rules. Provider shall defend, indemnify and hold Client harmless from claims that Provider's delivered software, as of the date of delivery, infringes a third party's issued patent or copyright, provided Client notifies Provider promptly and cooperates in the defense.

Compliance with IDX and MLS Rules

Client acknowledges responsibility to ensure its use of listing displays and IDX content complies with applicable MLS rules and regulations. Provider will use commercially reasonable efforts to support IDX compliance, but Client is solely responsible for obtaining any required consents or approvals from MLS providers and for maintaining compliance.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Agreement.

Entire Agreement; Amendment

This Agreement, together with any exhibits or addenda signed by the parties, constitutes the entire agreement between Provider and Client concerning the subject matter and supersedes all prior or contemporaneous agreements, proposals and communications, whether oral or written. No amendment is effective unless in writing and signed by authorized representatives of both parties.

Notices

Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Notices are effective upon receipt.

Acknowledgment

The parties acknowledge that they have read and understand this Agreement, and that each party's signatory has the authority to bind the respective party.

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