SoCalMLS SUBSCRIBER SYSTEM SECURITY

AND END-USER LICENSE AGREEMENT (EULA)

 

 

 

This End-User License Agreement ('EULA') is a binding agreement between you ('You' or 'Subscriber') and Orange County Multiple Listing Service Inc. ., a California Corporation dba Southern California Multiple Listing Service ('SoCalMLS'). You are a member of, or are permitted access to the SoCalMLS Internet-based MLS system (the 'SoCalMLS System') through a Shareholder Association or Board of REALTORS ('Association') and are affiliated with a SoCalMLS Participant (Broker). You are permitted access to the SoCalMLS Tempo System only by virtue of your assent to the terms of this EULA. If you decline to assent to the terms of this EULA, your participation in and subscription to the SoCalMLS System will terminate immediately.

 

Once you have registered for the new security system you will no longer need your token*.

 

Recycle Your SafeMLS Token
SoCalMLS believes strongly in ensuring that all SafeMLS Tokens are safely disposed of. To minimize negative impact on the environment we have placed in each of the SoCalMLS Associations/Board offices a receptacle to collect your SafeMLS token.

*  If you use your SafeMLS Token to access MRMLS and/or Sandicor, you will need to keep your
     token to continue to access those systems.

 

1. SoCalMLS's obligations.

 

In consideration of payment of your fees and any other amounts due to or assessed by SoCalMLS or an Association, and compliance with rules, regulations, and procedures of SoCalMLS (the 'MLS Rules and Regulations') and the 'Data Integrity Standards', SoCalMLS makes the contents of the SoCalMLS System available to You and licenses it for Your use, subject at all times to the terms and conditions of this EULA.

 

2. Intellectual property.

 

(a) Assignment. You hereby grant to SoCalMLS a nonexclusive license in and to all text and photographs and images (Your 'Contribution') that You submit to the SoCalMLS System, including any copyrights relating to such Contribution. The license will permit SoCalMLS to use and compile items from Your Contribution and to sublicense the use of items from Your Contribution to others as permitted or contemplated by the SoCalMLS Rules. You warrant that you have the authority to grant this license and that Your Contribution does not infringe on any copyright or other intellectual property rights of any third party. (b) License. SoCalMLS hereby grants You during the term of this EULA a revocable, limited, nonexclusive license to duplicate, distribute and display compilations, text and photographs from the SoCalMLS System ('MLS Content'), subject to the limitations set forth in this EULA and in the SoCalMLS Rules. All rights not expressly granted in this EULA are reserved.

(i) SoCalMLS acknowledges that the license granted by Participant pursuant to the EULA shall be non-exclusive and Participant retains the right to license its Contribution as it desires.

 

(ii)  SoCalMLS shall only have the right to sublicense the use of items in Participant's Contribution with the express, written consent of Participant.  Any license granted by SoCalMLS without such consent shall be a breach of the EULA and shall be subject to the Disputes and Remedies provision set forth in paragraph 6, below.

 

 

 

3. Your obligations and acknowledgements.

 

(a) Use limited. You may use the SoCalMLS System and the MLS Content on the SoCalMLS site solely for the purpose of listing, selling, leasing, and/or appraising real estate. Your license to use the SoCalMLS System may be revoked immediately, without notice from SoCalMLS, if You (i) use the MLS Content for any purpose other than as set forth in the first sentence of this Section 3(a); (ii) violate any of the SoCalMLS Rules; (iii) disclose any of the MLS Content available on the SoCalMLS System to any third party except as permitted in this EULA; or (iv) provide access to the SoCalMLS System to any unauthorized third party. (b) Permitted disclosures. You may, during the term of this EULA, Disclose the MLS Content to consumers for their non-commercial use to the extent permitted by the SoCalMLS Rules. (c) SoCalMLS Rules subject to change. The current version of the SoCalMLS Rules as maintained by Associations are is available by contacting your local Association or on the Internet as indicated above in paragraph number 1 and such Rules, as they are revised from time to time, are incorporated into this EULA by reference. SoCalMLS or the Associations may in their sole discretion amend and revise the Rules as provided in such Rules. (d) Confidentiality. You shall maintain the confidentiality of Your user ID, password, or access device. You may not provide access to the SoCalMLS System to any other person and you shall remain responsible for any violations of this EULA or the SoCalMLS Rules by any such third party gaining access to the SoCalMLS System through any actions on your part. (e) Editorial control. SoCalMLS is not required to, and does not, review, edit, or exercise editorial control over the SoCalMLS System or MLS Content; and use of either is subject to the exclusions of warranties and limitations of liabilities set forth in this EULA. The foregoing notwithstanding, SoCalMLS may take any steps necessary in its judgment, including deleting or revising MLS Content submitted by you, or portions of it, to avoid or remedy any violation of law or infringement of intellectual property right.

 

 

4. Fees.

 

This EULA is at all times conditioned upon the payment of the fees and any other amounts due to or assessed by SoCalMLS or an Association. Failure to pay all fees and other amounts will result in immediate termination of this EULA and of all accesses and licenses hereunder, without notice to You from SoCalMLS. There shall be no refund or proration of any fees upon the termination of this EULA or the termination of your right to use the SoCalMLS System.

 

 

5. Term and termination.

 

(a) Term and termination. This EULA shall continue until (i) You cease to be affiliated with a SoCalMLS Participant in good standing with SoCalMLS; (ii) You fail to pay fees or other amounts due to SoCalMLS or an Association in accordance with applicable payment policies; or (iii) SoCalMLS terminates this EULA by giving You notice. (b) Modifications to EULA. You hereby agree that SoCalMLS may, in its sole discretion, condition future access to the SoCalMLS System on your acceptance of modified versions of this EULA. You hereby agree that Your assent via electronic means to any EULA, including this one, shall function as Your signature on it and shall be fully binding on You. (c) Events upon termination. Promptly upon any termination or expiration of this EULA, (i) SoCalMLS shall deactivate Your user ID and password, and You shall have no further access to the SoCalMLS System; (ii) You shall purge all copies of any SoCalMLS software and the MLS Content from Your personal computers; (iii) all licenses granted hereunder shall immediately terminate; and (iv) you will not be able to use any electronic key to open lockboxes on listed properties. And (v) you shall return your SafeMLS token to your Association.

 

6. Disputes and remedies.

 

(a) Injunctive relief. You acknowledge and agree that the MLS Content is confidential and proprietary and owned by SoCalMLS and that if, except as authorized in this EULA, You make an unauthorized disclosure of any part of such Content; no remedy at law will be adequate. You therefore agree in the event of such unauthorized disclosure that SoCalMLS may obtain injunctive relief or other equitable remedies against You in addition to all available remedies at law. (b) Legal fees. In the event of any legal action, arbitration, or informal dispute resolution proceeding (an 'Action') between You and SoCalMLS on account of or with respect to this EULA, the prevailing party shall be entitled to recover reasonable attorney's fees, costs and expenses incurred in the Action. (c) Liquidated damages. You acknowledge that damages suffered by SoCalMLS from access to the MLS Content by an unauthorized third party from any action on your part or Your unauthorized disclosure of any MLS Content to a third party would be speculative and difficult to quantify. Accordingly, and as a material inducement to SoCalMLS to enter into this EULA, You agree that if any action on your part results in access to the MLS Content by an unauthorized access to the SoCalMLS System by any third party or if you make disclosure of MLS Content to an unauthorized third party, regardless of whether such access or disclosure is intentional, negligent or inadvertent, You shall be liable to SoCalMLS for liquidated damages in the amount of the greater of $5,000 or the amount established in the SoCalMLS Rules for each real estate listing accessed or disclosed; and in any such case, this EULA may be terminated.  (d) SoCalMLS acknowledges and agrees that Participant's Contribution is confidential, proprietary and whose copyright is owned by Participant and that if, except as authorized in this EULA, SoCalMLS makes any unauthorized disclosure of any part of the Contribution, no remedy at law will be adequate.  SoCalMLS therefore agrees in the event of such unauthorized disclosure that Participant may obtain injunctive relief or other equitable remedies against SoCalMLS in addition to all available remedies at law.  In the event of such injunctive relief or other equitable remedies, to the extent permitted by law, Participant shall have no obligation to post a security or other bond or undertaking.

 

 

 

7. Disclaimer, limitation of liability, and indemnification.

 

(a) DISCLAIMER OF WARRANTIES. SoCalMLS PROVIDES THE SoCalMLS SYSTEM AND ALL COMPONENTS OF IT ON AN 'AS IS,' 'AS AVAILABLE,' BASIS. USE OF THE SoCalMLS SYSTEM AND THE MLS CONTENT AVAILABLE THROUGH IT ARE AT YOUR SOLE RISK. SoCalMLS MAKES NO WARRANTY THAT THE SoCalMLS SYSTEM WILL BE AVAILABLE ON AN UNINTERRUPTED BASIS. SoCalMLS AND ITS PARTICIPANTS AND OTHER SUBSCRIBERS MAKE NO WARRANTY TO YOU AS TO THE ACCURACY, COMPLETENESS, CURRENCY OR RELIABILITY OF ANY INFORMATION AVAILABLE THROUGH THE SoCalMLS SYSTEM. SoCalMLS EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SoCalMLS SYSTEM AND THE MLS INFORMATION AVAILABLE THROUGH IT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE (b) LIMITATIONS AND EXCLUSIONS OF LIABILITY. SoCalMLS SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM: THE USE OF, OR INABILITY TO USE, THE SoCalMLS SYSTEM OR ANY OF THE MLS INFORMATION AVAILABLE ON IT, OR RELIANCE BY YOU OR ANY CONSUMER ON ANY INFORMATION OBTAINED THROUGH USE OF THE SoCalMLS SYSTEM; MISTAKES, OMISSIONS, DELETIONS OR DELAYS IN TRANSMISSION OF SUCH INFORMATION; INTERRUPTIONS IN TELECOMMUNICATIONS CONNECTIONS TO THE SoCalMLS SYSTEM; OR VIRUSES OR FAILURES OF PERFORMANCE; WHETHER CAUSED IN WHOLE OR PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OF, DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO THE SoCalMLS SYSTEM OR RELATED INFORMATION, RECORDS OR PROGRAMS. (c) MAXIMUM AGGREGATE LIABILITY. IN NO EVENT SHALL THE LIABILITY OF SoCalMLS ARISING OUT OF ANY CLAIM RELATED TO THIS EULA OR YOUR USE OF OR INABILITY TO USE THE SoCalMLS SYSTEM EXCEED THE AGGREGATE AMOUNT PAID BY YOU OR ON YOUR BEHALF TO SoCalMLS AS FEES DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. (d) Indemnification. You will defend, indemnify and hold SoCalMLS harmless from and against any and all liability, damages, loss or expense (including reasonable fees of attorneys and other professionals) in connection with any claim, demand, action or proceeding initiated by any third party against SoCalMLS arising from any of Your acts, including without limitation (i) putting inaccurate information into the SoCalMLS System; (ii) making, or allowing another person to make, unauthorized use of Your password and ID; (iii) making unauthorized use of the SoCalMLS System, or the MLS Content; (iv) infringing any proprietary or contract right of any third party; or (v) violating this EULA, any other agreement, any of the SoCalMLS Rules or any law. (e) Acknowledgment. You acknowledge that SoCalMLS has set its fees and other charges in reliance on the disclaimers of warranty and limitations and exclusions of liability set forth in this EULA and that the same form an essential basis of the bargain between You and SoCalMLS.

  

 

8. Miscellaneous.

 

(a) Assignment. You may not assign or delegate this EULA or any rights, obligations or duties hereunder. Any purported assignment or delegation in violation of this section shall be void from the time of such purported assignment or delegation. (b) Integration. This EULA, the SoCalMLS MLS Subscriber Agreement between you and SoCalMLS or your Association (the 'Subscriber Agreement') and the Master Agreement referenced in the Subscriber Agreement contain the entire understanding of the parties and supersede all previous oral and written agreements on the subject hereof. This EULA and the Subscriber Agreement shall, if at all possible, be interpreted to be consistent with and supplemental to one another. If there is a direct conflict between this EULA and the Subscriber Agreement, the terms and provisions of this EULA shall prevail. (c) Severability. Each provision of this EULA is severable from the whole, and if one provision is declared invalid, the other provisions shall remain in full force and effect. (d) Governing law. This EULA shall be governed by, and construed in accordance with, the laws of the State of California applicable to contacts made and performed in California without reference to its choice of law provisions.

 

9.         Unauthorized Dissemination of Passwords

 

Use of the password of any other agent or administrator/secretary or office administrative staff, by anyone, including but not limited to, other Participants, non-REALTORS or non-Service Participants, may result in a fine, for any agent or broker involved, and disciplinary action may be taken against the agent/broker which may result in an additional fine or termination of service.

 

Once you have registered for the new security system you will no longer need your token.