TRI-PARTY MLS ACCESS AND LICENSE AGREEMENT (FOR ASSOCIATE BROKER AND ASSOCIATE MEMBER)

Transcription

1 TRI-PARTY MLS ACCESS AND LICENSE AGREEMENT (FOR ASSOCIATE BROKER AND ASSOCIATE MEMBER) THIS AGREEMENT is entered into on the day of, 20 BETWEEN: The CENTRAL ALBERTA REALTORS ASSOCIATION, (the Association) Street, Red Deer Alberta, T4N 1K AND ASSOCIATE BROKER/ASSOCIATE MEMBER (the Licensee) BROKERAGE NAME Address Telephone Website Address AND Web Designer ClickSold.com (the Technology Provider) Address #4350, Jasper Ave. Edmonton T5J 4P6 Canada Telephone Website Address clicksold.com Definitions in this Agreement a) Association & CARA means the Central Alberta REALTORS Association which operates a computerized MLS Database for its Members. b) Licensee is a Brokerage Member, Broker Member or Associate Member of the Association who subscribes to the Association s Residential Active MLS Database, and as such, are authorized to reproduce and distribute to prospective clients and customers, MLS data and other information contained on the Association s Residential Active MLS Database, including content relating to the property in which a prospective client or customer may, in the judgment of the Licensee, be interested or which the Licensee is attempting to prompt interest. c) Technology Provider is a vendor of computer software and Internet products(s) who/which has been contracted by the Licensee for the purpose of populating the Licensee s web sites, and providing Licensee with the ability to disseminate and distribute data to customers and clients of the Licensee, subject to the rules and guidelines of the Association; d) Association s Residential Active MLS Database is a computerized database of real estate listings which is operated by the Association, under the MLS and Multiple Listing Service certification marks owned by the Canadian Real Estate Association ( CREA ) and used under license by the Association;

2 WHEREAS, the Association owns a computerized database of real estate listings (the Association s Residential Active MLS Database) which is operated under the MLS and Multiple Listing Service certification marks owned by the Canadian Real Estate Association ( CREA ) and used under license by the Association; AND WHEREAS all Brokerage Members by virtue of their membership with CARA are presumed to consent to their MLS Listings being displayed on the web sites of participants of the Tri-Party MLS Access And License Agreement, unless they have affirmatively opted out through the Broker/Owner of the Brokerage Member, advising CARA, in writing, they do not wish to participate in the Tri-Party MLS Access And License Agreement. AND WHEREAS, the Association s Residential Active MLS Database constitutes a compilation of real estate listings within a specific geographic area (the Database Compilation ), all rights in which are owned by the Association; AND WHEREAS, each listing constitutes a compilation of text, photographs, images, and other geographic and property information (collectively, the Content); AND WHEREAS, the Content for each real estate listing is input by a Member using a copyrightprotected and proprietary Data Input Form created by the Association, and pursuant to a User Authorization Agreement with the Association; AND WHEREAS, all rights in the coding used to organize the Content, and in encoded Content for each listing, are owned or controlled by the Association; AND WHEREAS, the Association s Residential Active MLS Database is accessible only by Association Members in good standing and by others as permitted by the Association in writing; AND WHEREAS, the Licensee wishes to retain a Technology Provider to provide certain services to the Licensee, which requires that the Licensee and Technology Provider be given access to the Association s Residential Active MLS Database; AND WHEREAS, the Licensee has completed the Application Form attached as Schedule A hereto, which the Licensee warrants to be complete and accurate; AND WHEREAS, the Association wishes to grant the Licensee access to the Association s Residential Active MLS Database, and the right to advertise and reproduce other Members Listings (as defined below) and the Content contained therein, for the specific purpose set out below; NOW THEREFORE, in consideration of the following terms and conditions, the adequacy and sufficiency of which are hereby acknowledged, the parties agree and undertake as follows: 1. ACCESS, LICENSE, AND RESTRICTIONS A. Access and License a) Provided that the Licensee and Technology Provider strictly comply with the terms and conditions of this Agreement, and the MLS Rules and Regulations the Association hereby grants to the 2

3 Licensee and Technology Provider limited, non-transferable, non-exclusive license to display the Association s Residential Active MLS Database and CARA logo on the Licensee s Web site. b) The Association hereby agrees that the Licensee may permit the Technology Provider to exercise the rights set out above, as agent for the Licensee, provided the Technology Provider strictly complies with the terms and conditions of this Agreement. c) The Association will institute and maintain a connection to the Association s Residential Active MLS Database for the Technology Provider s authorized use as follows: d) The Technology Provider is authorized to use the Residential Active MLS Database solely for the purpose of populating the Licensee s web site. e) The Technology Provider is permitted to program the Licensee s web site so that consumer has the ability to access the Association s Residential Active MLS Database without the need to establish a client relationship with the Licensee. f) In order to minimize the demand that the Licensee may place on the Association s Residential Active MLS Database, the Technology Provider agrees that all software distributed to the Licensee shall contain a mechanism limiting the amount of MLS Data which may be viewed to a maximum of 50 records per search query. g) The Technology Provider agrees to comply with the terms of the MLS Rules and Regulations as they pertain to the Tri-Party MLS Access and License Agreement, including but not limited to ensuring: i. The name of the Listing Brokerage is consistently and clearly displayed on the summary property display as well as the full property display for all Association MLS Listings viewed on the Licensee s website; ii. The name of the Listing Brokerage is consistently and clearly displayed on the bottom left corner of the summary property display as well as the full property display for all Association MLS Listings viewed on the Licensee s website; iii. The size of the font used to display the name of the Listing Brokerage is at least the same size as the font used to display the name of the Licensee; iv. The CARA logo supplied by CARA and the specifications set out in Schedule B is consistently and clearly displayed on the summary and full property display, placed in bottom right corner, denoting the listings displayed are MLS Listings, listed by another Brokerage other than the Licensee. h) Should the Licensee wish to contract with a new Technology Provider, the Licensee shall advise the Association of such, and this Agreement shall be terminated. i) The Licensee shall complete a new Agreement with the Association, setting out the name of the new Technology Provider in Schedule A. j) In the event the delivery of the Association s Residential Active MLS Database to the Licensee or the Licensee s Technology Provider results in the incursion of out of pocket expenses, the Licensee will bear the cost of those expenses on the condition that the Licensee previously approves the 3

4 incursion of such expense in writing. The Association shall invoice the Licensee in respect to such previously approved expenses, which are incurred and such invoices shall be due and payable 30 days following receipt by the Licensee. k) The License shall not be effective until each of the following conditions have been satisfied: i. the receipt by the Association of a fully completed and properly executed Application Form, a copy of which is attached as Schedule A hereto and is incorporated by reference herein; ii. if applicable, payment by the Licensee of any fees charged by the Association and any programming or other costs incurred by the Association in facilitating access to the Association s Residential Active MLS Database pursuant to this Agreement. Continuation of the License is also contingent upon payment by the Licensee of any and all fees and costs applicable to permit the downloading of the Member Listings, as may from time to time be fixed by the Board of Directors of the Association. The Association agrees to provide Licensee with at least sixty (60) days prior notice of any implementation of or increase in such fees and costs. l) This Agreement shall in no way be construed as granting or conveying to the Licensee or the Technology Provider any rights in the Association s Residential Active MLS Database, the Database Compilation, the Listing Compilation, the Member Listings, or the Content provided by the Association. m) DATA PROTECTION TOOLKIT n) The Technology Provider acknowledges that nothing in the contract between the Technology Provider and Licensee modifies or alters in any way the scope of the License granted herein, and that the Technology Provider has acquired no right to access the Associations MLS Database, and no right, interest or license in the Member Listings and Content, other than by way of this Agreement. o) The Licensee and Technology Provider acknowledge that the Association may enter into one or more license agreements with other Brokerages and Members, allowing them to download the identical Member Listings and Content, and to reproduce and advertising them in the same manner as the Licensee and Technology Provider are intending to use them, and nothing in this Agreement shall prevent the Association from so doing. B. Restrictions a) All rights not specifically granted to the Licensee and Technology Provider are reserved to the Association. b) Without limiting the generality of the foregoing, the Licensee and Technology Provider are specifically prohibited from doing any of the following: i. using the Association s Residential Active MLS Database for any purpose other than as set out in this License, including without limitation seeking to sell, license, rent, remarket, or commercialize the Association s Residential Active MLS Database or any part thereof; ii. using the Association s Residential Active MLS Database to advertise, market or promote any business other than the business of the Associate Broker or Associate Member; 4

5 iii. using the Association s Residential Active MLS Database to create a searchable database of properties, or a database of historical and/or statistical information, that is in any way associated with the name or branding of the Technology Provider or any party other than the Associate Broker or Associate Member; iv. displaying in any manner the MLS or MULTIPLE LISTING SERVICE trademarks owned by CREA, except to populate the a Associate Broker or Associate Member s website in accordance with CREA s Rules, Regulations and Policies; v. allowing or assisting a third party to access the Association s Residential Active MLS Database, or transferring any of the Association s Residential Active MLS Database to a third party other than as specifically permitted by this Agreement; vi. sharing or disclosing any access codes or passwords provided to the Licensee or Technology Provider by the Association; and vii. implying or holding out that the Association endorses any products or services of the Technology Provider or Licensee. c) Nothing in this Agreement precludes a Member of the Association from using his or her own factual information, documents, images or photographs not obtained from the Association s Residential Active MLS Database for any purpose, including participation in any listing or advertising service operated by the Licensee or any third party. 2. PRIVACY a) All Content is personal information within the meaning of the applicable privacy legislation and is therefore considered confidential information. b) The Licensee and Technology Provider will not knowingly permit unauthorized access to the Association s Residential Active MLS Database by any person(s) other than the Licensee who has executed a Tri-Party MLS Access And License Agreement with the Association. c) Licensee and Technology Provider will not collect, use or disclose the Content in any manner not expressly permitted by this Agreement. d) Licensee and Technology Provider have implemented appropriate security measures to protect the Content, including taking appropriate steps to protect the Content against data scraping. e) Appropriate security measures, means technical, physical and procedural controls to protect personal information against destruction, loss, alteration, unauthorized disclosure to third parties or unauthorized access by employees or contractors employed by Licensee or Technology Provider, whether by accident or otherwise, especially where such personal information is transmitted over electronic networks under the control of or as authorized by Licensee or Technology Provider. f) Licensee and Technology Provider shall promptly provide written notice to the Association about: i. any request for the disclosure of the Association s Residential Active MLS Database or Content, including requests by law enforcement authorities, without responding to the request; ii. iii. unless required by law or judicial order; and any accidental or unauthorized access to, or disclosure of, the Association s Residential Active MLS Database or Content. 5

6 g) Licensee and Technology Provider will promptly address and fully co-operate with regard to all enquiries from the Association with respect to their use of the Association s Residential Active MLS Database and Content. h) Licensee and Technology Provider will treat the Association s Residential Active MLS Database and Content at all times as confidential information and will bind their employees and agents in writing to the same terms as set out in this License. i) Licensee and Technology Provider will promptly return to the Association or destroy all personal information that is no longer necessary to fulfill the purpose for which it was made available, unless otherwise instructed by the Association or required by law. 3. TERM This Agreement will take effect for a period of ONE (1) year from the date signed by the Association. Following expiration of the initial term and every renewal term thereafter, this Agreement will automatically be renewed for an additional period of one year, unless this Agreement is terminated as provided for herein. 4. AVAILABILITY a) The Association will permit the Licensee or Technology Provider, as its agent, to access the Association s Residential Active MLS Database based on the technical procedure set out in Schedule A hereto. b) The Association will make reasonable efforts to provide Licensee and Technology Provider with access to the Association s Residential Active MLS Database at all times that the Association s Residential Active MLS Database is in operation, except for those times required for normal and adequate maintenance of computer hardware and software or to address any security concerns. In no circumstances shall the Association be responsible or liable for any interruption in the provision of computer access to the Licensee or Technology Provider, even if the interruption occurred as a result of the Association s own negligence. c) The Licensee and Technology Provider acknowledge and agree that the Association may at any time modify or change the software and/or hardware and/or the formatting, structure and organization of the Content employed by the Association, and that such changes may affect the Licensee and Technology Provider s access to the Association s MLS Database. In no circumstances shall the Association be responsible or liable as a result of any non-compatibility, and all costs associated with the redesign or modification to the Licensee and Technology Provider s software to ensure compatibility shall be borne solely by the Licensee and Technology Provider. The Association will make reasonable efforts to provide the Licensee and Technology Provider with advance notice of any change or modification in the operation of the Association s Residential Active MLS Database that might affect access to the Association s Residential Active MLS Database. TOOLKIT d) In the event that the Association believes, in its sole discretion, that the Licensee or Technology Provider has breached any term or condition of this Agreement, the Association may, in addition to any other rights it may have, immediately suspend Licensee and Technology Provider s access to the Association s Residential Active MLS Database until the breach has been remedied. 5. TERMINATION This Agreement may be terminated: a) At any time by the Association or Licensee, without cause, on 30 days written notice to the other; 6

7 b) Immediately by the Association if the Association, in its sole discretion, determines that the Licensee or the Technology Provider has used, transferred or disclosed the Member Listings or Content or has accessed the Association s Residential Active MLS Database in a manner which breaches this Agreement; c) Immediately by the Association or Licensee, if the other has breached any other material provision of this Agreement; d) Immediately by the Association, if the Associate Broker or Associate Member identified in Schedule A ceases to be a Member of the Association. e) The Technology Provider cannot terminate this Agreement. Notwithstanding the foregoing, the Technology Provider shall cease to have any further obligations under this Agreement (except as set out in Article 6 below) immediately following the termination or expiry of the contract between the Technology Provider and the Licensee. 6. OBLIGATIONS ON TERMINATION a) Upon termination of this Agreement for any reason, the Licensee agrees as follows: i. the Licensee shall have no right to download the Association s Residential Active MLS Database, and shall immediately cease doing so; and ii. the Licensee shall immediately cease any unauthorized or improper use, reproduction or distribution of the Association s Residential Active MLS Database which is or may be in the Licensee s possession, power or control, and shall destroy any and all unauthorized copies thereof. b) DATA PROTECTION TOOLKIT b) Upon termination of this Agreement for any reason, the Technology Provider agrees as follows: i. the Technology Provider shall have no right to access the Association s Residential Active MLS Database, and shall immediately cease doing so; ii. The Technology Provider shall have no right to continue reproducing, modifying, publishing, exhibiting, distributing, transmitting and/or using the Association s Residential Active MLS Database including the Content provided by the Association, and shall immediately cease doing so; iii. The Technology Provider shall immediately destroy or, at the Association s option, return to the Association, all copies of the Association s Residential Active MLS Database in the Technology Provider s power, possession, or control; iv. The Technology Provider shall delete from any of its software, any functionality permitting access to the Association s Residential Active MLS Database; and v. The Technology Provider shall immediately make any payments to the Association that may be required pursuant to Article 1, Section (d)(ii), above. c) Articles 2, 5, 6, 7, 8, 9, 12, 13, and 14 shall survive any termination of this Agreement and shall remain in full force and effect for the full applicable limitation period or periods. 7

8 7. INTELLECTUAL PROPERTY RIGHTS a) The Licensee and Technology Provider acknowledge that the Association owns all right, title and interest, including all copyrights, trademarks and other proprietary rights, in and to the Association s Residential Active MLS Database including the Database Compilation, the Listing Compilation, the MLS Database, and the Content provided by the Association. b) Except as specifically provided by this Agreement, the Technology Provider has no right to access the Association s Residential Active MLS Database, or to produce, reproduce, use, modify, publish, exhibit, download, upload, post or distribute the Association s Residential Active MLS Database or any part thereof. c) The Licensee and Technology Provider shall comply with, observe, and be bound by all restrictions, copyright notices or other limitations on access to the Association s MLS Database and use of the Association s Residential Active MLS Database, as may be adopted by the Association from time to time; d) The Licensee and Technology Provider acknowledge that MLS, Multiple Listing Service, REALTOR, and associated marks and logos are trademarks owned by CREA and used under license by the Association. e) TA PROTECTION TOOLKIT f) The Technology Provider agrees and acknowledges that it has no right to use or display any trademark owned by CREA, except to populate the Licensee s website or a Member s Website except in accordance with CREA s Rules, Regulations, and Policies. 8. LIMITATION OF LIABILITY AND INDEMNITY a) The License is granted on a strictly as is basis in all respects. Access to the Association s Residential Active MLS Database and Content is solely at the risk of the Licensee and Technology Provider, including without limitation the risk that the Content is inaccurate or incomplete, or that the Content and the transmission thereof may be corrupted or contain viruses, bugs or other defects. b) THE ASSOCIATION MAKES NO WARRANTIES, CONDITIONS OR REPRESENTATIONS, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING ANY WARRANTY OF MERCHANTABILITY, NON- INFRINGEMENT, OWNERSHIP, ACCURACY, COMPLETENESS, OR FITNESS FOR A PARTICULAR PURPOSE, AND THE ASSOCIATION DISCLAIMS ANY RESPONSIBILITY REGARDING THE OPERATION OF THE ASSOCIATION S RESIDENTIAL ACTIVE MLS DATABASE AND THE ACCURACY OF THE DATA, OR THEIR SUITABILITY FOR THE PURPOSES OF THE LICENSEE OR TECHNOLOGY PROVIDER. c) To the extent permitted by law, in no event shall the Association be liable for any indirect, Special, incidental, consequential, or punitive damages, including but not limited to those for business interruption or loss of profits, even if the Association has been notified of the possibility of such damage. d) The Association s maximum liability arising from any and all claims in connection with this Agreement shall not exceed the greater of (i) all license fees and costs paid by the Licensee, and (ii) $100. 8

9 e) The Licensee shall indemnify the Association and its officers, directors, employees and agents, and CREA and its officers, directors, employees and agents, from any and all claims, actions, causes of action, or liability of any kind, including all costs and legal fees, arising in any way from the exercise by the Licensee of its rights under this Agreement. f) The Technology Provider shall indemnify the Association and its officers, directors, employees and agents, and CREA and its officers, directors, employees and agents, from any and all claims, actions, causes of action, or liability of any kind, including all costs and legal fees, arising in any way from the exercise by the Technology Provider of its rights under this Agreement. TOOLKIT 9. INJUNCTIVE RELIEF The Licensee and Technology Provider acknowledge that any breach of this Agreement or any term thereof by the Licensee or Technology Provider may result in irreparable and continuing damage to the Association for which there will be no adequate remedy in damages. In the event of such a breach, the Association shall be entitled to seek injunctive relief, and the Licensee and Technology Provider consent to the issuance of an interim and interlocutory injunction, it being understood that the Association has the absolute right to terminate this Agreement without cause upon 30 days prior notice. This right to injunctive relief is in addition to any other remedies the Association may have. 10. ASSIGNMENT The Licensee and Technology Provider shall NOT assign this Agreement or any rights hereunder, nor shall they sub-license any rights hereunder, without the prior written consent of the Association, and subject to such terms as the Association may reasonably request, including without limitation that any prospective assignee or sub-licensee agree in writing to be bound by the terms and conditions of this Agreement. The Association may assign this Agreement or its rights hereunder upon written notice to the Licensee and Technology Provider. This Agreement shall be binding upon and enure to the benefit of the parties and their permitted successors and assignees. 11. NOTICE a) Any notice under this Agreement is sufficiently given if delivered personally or if sent by ordinary prepaid mail or prepaid courier or electronic facsimile machine addressed as follows: i. to the Association at: Street, Red Deer, Alberta Canada T4N 1K6 ii. and to the Licensee at: iii. and to the Technology Provider at: #4350, Jasper Ave. Edmonton T5J 4P6 or, at such other addresses as the parties may designate from time to time pursuant to Article 11. b) Any such notice shall be conclusively deemed to have been given and received upon the same day if personally delivered or sent by electronic facsimile or, if mailed, three (3) Business Days after the same is mailed, except in the event of a postal interruption or strike in which case notice shall be provided by personal delivery, prepaid courier, or electronic facsimile. 9

10 12. SEVERABILITY a) If any provision of this Agreement is held to be unenforceable or invalid by any Court of competent jurisdiction, the invalid provision shall be severable and the validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby. For any provision held unenforceable or invalid, the parties agree to substitute a provision as like in scope and effect as may be permitted by law. b) DATA PROTECTION TOOLKIT b) The failure by a party to enforce any provision of this Agreement shall not be construed as a waiver of that provision or of any other provision. Furthermore, the intentional waiver by a party of any one provision shall not be construed as the intentional waiver of any other provision. 13. ENTIRE AGREEMENT This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, representations and proposals, written or oral, relating to the subject matter hereof. The Definitions and Schedules form part of this Agreement. This Agreement may be executed by fax, and in counterparts. 14. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein. The parties hereby attorn to the exclusive jurisdiction of the Superior Court of the Province of Alberta to adjudicate any and all disputes regarding the validity, interpretation, and/or enforcement of this Agreement. 10

11 IN WITNESS WHEREOF, the parties have entered into this agreement, and make if effective as of the date signed by the Association. CENTRAL ALBERTA REALTORS ASSOCIATION (CARA) Representative s Name: Title: Signature: Representative s Name: Title: Signature: Have the authority to bind the Association BROKERAGE NAME Broker s Name Title: Broker s Signature: Has the authority to bind the Brokerage ASSOCIATE BROKER OR ASSOCIATE S NAME (LICENSEE) Broker s Name Title: Signature: ClickSold.com COMPANY NAME OF TECHNOLOGY PROVIDER Company Name: Title: ClickSold.com VIP Sales Signature: Has the authority to bind the Technology Provider DATA PROTECTION TOOLKIT 11

12 TRI-PARTY MLS ACCESS AND LICENSE AGREEMENT SCHEDULE A - APPLICATION FORM A. Purpose Of This Form a) The CENTRAL ALBERTA REALTORS ASSOCIATION (the Association ) owns a computerized database of real estate listings (the Association s Residential Active MLS Database ) which is operated under the MLS and Multiple Listing Service certification marks owned by the Canadian Real Estate Association ( CREA ) and used under license by the Association. b) The purpose of this form is to provide certain information to the Association, so that the Association can evaluate the Licensee s request that the Association permit the Licensee and its Technology Provider to access the Association s Residential Active MLS Database, for the purpose of downloading the real estate listings of the Members of the Association. If the Association elects to enter into an agreement with the Licensee and Technology Provider, this form will become a schedule to that agreement. B. The Technology Provider a) The Licensee has entered agreement with the following Technology Provider ClickSold.com with an office located at: #4350, Jasper Ave. Edmonton T5J 4P6 b) The agreement between the Licensee and the Technology Provider authorizes the Technology Provider to do the following: [Licensee to describe services to be provided by Technology Provider] Provide RETS Feeds c) The IT contact person employed by the Technology Provider, with whom the Association and the Association s MLS System Provider should communicate with is: (name of contact) Edward Zadrozny and that person s telephone # is ext 211 and address is support@clicksold.com d) The Administrative contact person employed by the Technology Provider, with whom the Association should communicate with is (name of contact) Tristan Mula and that person s telephone # is ext213 and address is tristan@clicksold.com e) The Technology Provider will provide a written list of all Licensees for whom the Technology Provider is supplying the Association s Residential Active MLS Database, inclusive of the current description of the Association s Residential Active MLS Database being provided to each Licensee and the location (web site) where it may be inspected. When such information is not supplied in a timely manner, rights to access the Association s Residential Active MLS Database may be suspended. The list willable given to the Association four times per year January 1, April 1, June 1 and September 1 or at other times as requested by the Association C. Access to Association s Database a) The following procedure will apply if the Association, applicant and technology provider enter into 12

13 the Association s standard Access and License Agreement, and after all pre-conditions set out therein have been satisfied. b) The Association will communicate with the Licensee and the Association s MLS Service Provider, advising that the Associate Broker or Associate and Technology Provider named herein have completed the application and have received authorization to begin uploading the Association s Residential Active MLS Database to the Technology Provider s server for the purpose of downloading the real estate listings to the Associate Broker or Associate s website. c) The Technology Provider will communicate directly with the Association s MLS Service Provider and receive instructions how the Association s Residential Active MLS Database is uploaded to their server. d) The Technology Provider is solely responsible for obtaining, maintaining and configuring all hardware, software, telecommunications and other equipment necessary to allow the Licensee to display the Association s MLS Database on their web site. e) The Technology Provider is permitted to program the Licensee s web site so that consumer has the ability to access the Association s Residential Active MLS Database without the need to establish a client relationship with the Licensee. f) In order to minimize the demand that the Licensee may place on the Association s Residential Active MLS Database, the Technology Provider agrees that all software distributed to the Licensee shall contain a mechanism limiting the amount of MLS Data which may be viewed to a maximum of 50 records per search query. g) The Technology Provider agrees to comply with the terms of the MLS Rules and Regulations as they pertain to the Tri-Party MLS Access and License Agreement, including but not limited to ensuring: i. The name of the Listing Brokerage is consistently and clearly displayed on the summary property display as well as the full property display for all Association MLS Listings viewed on the Licensee s website; ii. The name of the Listing Brokerage is consistently and clearly displayed on the bottom left corner of the summary property display as well as the full property display for all Association MLS Listings viewed on the Licensee s website; iii. The size of the font used to display the name of the Listing Brokerage is at least the same size as the font used to display the name of the Licensee; iv. The CARA logo supplied by CARA and set out in Schedule B is consistently and clearly displayed on the summary and full property display, which denotes the listings displayed are MLS Listings, listed by another Brokerage other than the Licensee. h) The technical procedure and or the fee structure for this service may change at any time, as provided for in the Access and License Agreement. D. Licensee and Technology Provider Obligations a) The Technology Provider covenants and agrees that it: 13

14 i. Will not make any use, alteration, adaptation, addition, change or revision to the Association s Residential Active MLS Database or other information comprising the Association s Residential Active MLS Database; ii. Will comply with the MLS Rules and Regulations of the Association, as they pertain to how the Association s Residential Active MLS Database is displayed and disseminated on the Licensee s web site.(i.e.-displaying name of Listing Brokerage) iii. Will not change or otherwise modify the method used to access the Association s Residential Active MLS Database; unless approved by the Association; iv. Will not enter into any license, sublicense, access, electronic connection or another agreement or arrangement, the effect of which would be to permit access to the Association s Residential Active MLS Database, or any portion thereof, to any party other than the LICENSEE pursuant to the Tri-Party MLS Access And License Agreement with the CARA; v. Will not subcontract, assign, delegate or otherwise transfer any right or obligation under this Agreement without the Association s prior written consent; vi. Will establish and maintain firewalls, filters and such additional and/or complementary security systems in place as may be reasonably necessary in order to provide reasonable assurances that the Association s Residential Active MLS Database is secure and to prevent unauthorized access to the Association s Residential Active MLS Database. C. MLS RULES & REGULATIONS OF THE CENTRAL ALBERTA REALTORS ASSOCIATION Applicable to the TRI-PARTY MLS ACCESS AND LICENSE AGREEMENT a) TRADEMARKS & WEB DESIGN i. The Central Alberta REALTORS Association s logo and design of the web site are owned by the CENTRAL ALBERTA REALTORS ASSOCIATION Alberta REALTORS Association. ii. The trademarks, including MLS and Multiple Listing Service are owned by CREA. iii. Only Members are permitted to display the MLS trademarks in signage, advertising etc. iv. REALTOR is a trademark in which CREA has a proprietary interest. v. Data equivalent to that which appears on the Association s MLS Database Client Report shall be displayed on the information sent to Customers and Clients; vii. MLS data must reflect accurate and current information as stated in the Association s MLS Database; and viii. The Association s MLS Database shall include the registered MLS trademark. 14

15 b) AUTHORIZED USE OF DATA FROM THE ASSOCIATION S MLS DATABASE i. The information contained in the MLS Database is confidential and shall be made available only to the Members of the Central Alberta REALTORS Association who are entitled to use the Data, and to third parties who/which have signed a Tri-Party MLS Access and License Agreement with the Association; ii. Notwithstanding anything to the contrary contained in the Bylaw, or these MLS Rules & Regulations, is it understood and agreed that in the course of providing service to Customers and Clients, Members may disseminate and distribute MLS data acquired from the MLS Service, provided that the name of the Listing Brokerage is displayed on the information distributed. iii. Any third party or other persons requesting authorized use of the Association s MLS Data shall be required to meet all eligibility requirements and agree to such undertakings, terms and conditions as established by the Board of Directors, and to execute a Tri-Party MLS Access and License Agreement. c) UNAUTHORIZED USE OF THE DATA FROM THE ASSOCIATION S MLS DATABASE i. Unauthorized use is any use not set out in these Rules & Regulations and includes, but is not limited to: a. The extraction of Data for the purposes of creating a publication or populating a Database to compete with the Associations MLS system; b. Reproduction of Data beyond that necessary to prepare presentations to a Customer or Client; c. The alteration, modification or reformatting of the Data on the MLS Database in any form whatsoever, electronic or otherwise; d. The sale or distribution of any portion of the MLS Database to any third parties; e. The population of another listing Database or web site for the broad publication of listings that a Member has not been granted specific written authorization to publicize. ii. Any Member who engages in unauthorized use or distribution of information contained on the MLS Database is liable to a fine not less than $15,000.00, or suspension, or both. Notwithstanding the imposition of any fine or suspension, the Association shall retain the option to seek damages or injunctive relief against the offending Member (or former Member) in a court of competent jurisdiction for any damages arising out of the unauthorized use of information contained on the Association s MLS Database. Print Name of Broker or Signing Officer for the Brokerage Signature Date Print Name of Associate Broker or Associate Member Signature Date Tristan Mula Print Name of Technology Provider Representative Signature Date 15

16 TRI-PARTY MLS ACCESS AND LICENSE AGREEMENT SCHEDULE B TRADEMARKS FULL SIZE LOGO CARA LOGO SIZE 0.4 x 0.8 TO BE USED FOR SUMMARY PROPERTY DISPLAY & FULL PROPERTY DISPLAY OF ASSOCIATION MLS LISTINGS 16