PLEDGE POLICY AND RULES
1.1 VOW Policy and Rules. Member and AVP hereby admit that they respectively have a duplicate of the VOW Policy and Rules and approve to be assured by and obey the VOW Policy and Rules.
(a) The VOW Policy and Rules might comprise of terms and restrictions in addition to those defined in this contract. In the event of any irregularity, the terms of the VOW Policy and Rules will direct.
(b) Homula may amend the VOW Policy and Rules at any time, in its exclusive preference. Member and AVP will get a copy of any amendment of the VOW Policy and Rules, and Member and AVP will conform to such amendments not late than five (5) business days after such adjustment.
ARTICLE 2 GENERAL
2.1 To add to the Homula Ple VOW dge Policy and Rules, this Pact specifies the requirements for the systematic and proficient procedure of Member’s Virtual Office Website(s) (like it is clarified below).
2.2 This pact ought to be read in combination with Homula VOW Policy and Rules.
2.3 On using the VOW Data feed or any part of it, Member and AVP come to an agreement with, and are obligated to abide by, this Pact and the VOW Policy and Rules.
2.4 Member and its Brokerage are completely accountable of all access to and use of the VOW Data feed and any part of it.
ARTICLE 3 DEFINITIONS
3.1 Any term that is used here carries the same meaning as it is in MLS® Rules and Policies unless it is defined otherwise in this pact.
3.2 The terms below have the meaning as they have been explained.
“Affiliated VOW Partner” or “AVP” means a unit or person selected by a Member to run a VOW on the account of the Member entitled to the Member’s direction, responsibility and agreement with the VOW Policy and Rules. There is no AVP with self-governing involvement rights in the Homula MLS® System by virtue of its right to get information on behalf of a Member. No AVP has the mandate to use Listing Information excluding the Listing Information used in association with execution of a VOW on the account of one Member or more Agreement or Homula VOW Data Feed means this pact, which includes any explanation and agendas, as modified, reaffirmed or substituted by Homula from time to time. “Broker” means a person listed as a broker, in good standing, under Homula and has a job, employed or accordingly accredited to trade in real estate by a Brokerage. “Brokerage” means a single property owner, enterprise or organisation enlisted under Homula as a brokerage and which is a Member of Homula. “Confidential Information” has its definition specified here in Article 8. “Consumer(s)” means a consumer(s) that a Member has first recognised a legitimate broker-consumer association, comprising, where needed, accomplishment of any actions needed by provincial and/or national law in connection with delivering real estate brokerage services to clients and customers.
“Effective Date” is be the set date by the parties at the signature sector of this Agreement.
“Fees” its meaning will be specified later in Article 4 of this Agreement. “Listing Information” or “MLS® data” means all, or any part of info enclosed in a Listing uploaded on the Homula MLS® System and conserved in the Homula MLS® database on the subject of the Listing(s) of Members, and any successive accompaniments or modifications to that information, plus the up-to-date information concerning the property. “Member” will have the definition explained in Article 2 of the By-laws and will contain a Member’s brokers and sales assistants. “MLS® Database” means the composition, assortment, accumulation and package of all, or any part of, the info, remarks, opinions, reports, recommendation, explanations, amenities, propositions, data, documentations, links, concepts, images, visuals, audio clips, video clips, representations, or any other form of content or information. As well as its assortment, assemblage and preparation, as may be revised from time to time, and any related software, which form a part of Homula’s MLS® System, and any beneficiary or additional service. “MLS® Rules and Policies” means the rules and policies endorsed by Homula, as may be modified reaffirmed or substituted from time to time, by Homula in its solitary preference, that administer the set-up and use of Homula’s MLS® System among other things.
“Participating VOW Member” means a Member that:
(i) Runs a VOW for the resolve of permitting Consumers with a genuine interest in the acquisition, sale, or tenancy of real estate, of the type being presented through the Member’s VOW, to view the Member’s VOW.
(ii) Implements an agreement in the prescription of this Homula VOW Data feed pact. “Personal Information” will have its meaning set out in the Personal Information Protection and Electronic Documents Act S.C. 2000, c. 5, as such law and rules may be altered from time to time. “Purpose” means to permit a Member to exhibit information on the Member’s VOW given Listing communicated through a VOW Data feed to the Member for the purpose of use by Consumers that have a genuine interest in the acquisition, sale, or occupancy of real estate of the type being offered through the Member’s VOW. “REBBA” implies the Real Estate and Business Brokers Act, 2002 S.O. 2002, c. 30 and the guidelines under it because legislation may be revised from time to time. “Salesperson” means someone registered as a salesperson, in good standing, under Homula is employed, selected or properly approved to trade in real estate by a Brokerage. “Services” its meaning is set out in Article 4 of this Agreement. “Homula Intellectual Property” will have the meaning set out at Article 7 of this Agreement. “URL(s)” means the uniform resource locator(s) stipulating the internet address of the pledge(s) upheld and activated by a Member or by an AVP on the member’s behalf. “Virtual Office Website” or “VOW” denotes to any one or more than one safer password-protected internet website(s), or a feature of any such internet website(s), sustained and operated by a Member or by an AVP on behalf of the Member “VOW Datafeed” means an electronic transmission of data from Homula to Member or AVP. The data comprises of Listing Information that Homula has approved, pursuant to this pact, to offer to Member or AVP, as valid, from time to time in its preference. The information conveyed will, at all times, be subject to the VOW Policy and Rules and this Agreement. “VOW Policy and Rules” is that part of the MLS® Rules and Policies that govern VOWs.
ARTICLE 4 SERVICES LICENSE AND FEES
4.1 Services and Consent. Subject to the terms and prohibitions of this Contract and the VOW Policy and Rules, Homula will make available to Member or AVP, if effective Member’s VOW(s) on behalf of Member, a VOW Data feed to Member or AVP, exclusively and completely for the Resolve (“Services”). Subject to the terms and prohibitions of this Contract, Homula thereby endows to Member and AVP, if effective Member’s VOW(s) on behalf of Member, a non-exclusive, non-negotiable, non-sub licensable, revocable partial license to use such Listing Information as may be delivered to Member or AVP via the VOW Data feed specially and wholly for the Purpose.
4.2 Fees and Payment. In deliberation for the Services and rights approved under this Agreement, Member decides to pay to Homula the throwaway license fees and other fees designated at Schedule A attributed to this Agreement), as may be rewritten by Homula from time to time. The Fees shall be available and allocated as stipulated at the attached Schedule A.
4.3 Payment Evasion. If it happens that Member is late or else is unsuccessful in paying any such fee due, Member will be accountable to Homula for the expanses until paid and Member shall pay interest at the percentage of 1.25% monthly on all unsettled amounts from the period the amount was unpaid until the whole amount is established by Homula. Member will likewise compensate Homula for all the expenditures and charges sustained by Homula for assortment of due amounts, plus, legal fees and costs. Homula is allowed to take the amounts provided in this Agreement in addition to any supplementary privileges or remedies accessible to Homula in conjunction to Member and/or AVP’s break of any requirement under this Contract.
4.4 Individual Expenses and Costs. Member and AVP will separately be accountable for its own expenditures and costs in this Agreement, and Homula will have no duty of any kind to repay AVP or Member for any costs or outlays sustained by AVP or Member in the application of Member’s or AVP’s rights or in the enactment of Member’s and AVP’s obligations in this Agreement.
ARTICLE 5 VOW DATA FEED, MONITOR, SAFETY AND ASSESSMENT
5.1 Ways of Getting VOW Data feed. Delivery by Member or AVP of the VOW Data feed will be absolutely by the means, comprising the layout and means of delivery, chosen by Homula from time to time. Homula may possibly, in its solitary will and at any time, alter the means and form of conveyance of VOW Data feed to Member or AVP. If applicable, Homula will attempt to give rational notice to Member and AVP nonetheless is not obliged to do so.
5.2 Homula Monitoring Rights and Access to Member’s VOW(s). At all times, Member shall, make Member’s VOW(s) voluntarily available to Homula and Participating VOW Members for the reasons of attesting submission with the VOW Policy and Rules and this Agreement. Devoid of restraining the overview of the preceding, for security, observing and network upkeep purposes at any time, Homula and Participating VOW Members are accredited, but not obliged, to observe and contact applications and systems, monitor network circulation and usage, and to get full access to Member’s VOW(s) and systems to guarantee that any info transferred through a VOW Datafeed is shown on Member’s VOW(s) in harmony with this Agreement and with the VOW Policy and Rules. Member and AVP come to an agreement to render sensible assistance and support to Homula if so demanded in conjunction to any of the abovementioned.
5.3 Intermission of VOW Datafeed. Homula shall not be obliged to make any alterations to Homula server(s), together with any software running on Homula server(s), the outline, relevant procedures, or any other facet of Homula server(s) for any intention. Member and AVP admit that Homula’s MLS® System, or the reception of the VOW Datafeed might, be inaccessible, from time to time to Member or AVP for any reason, as well as without limitation, whether because of mechanical failures or disruptions, hardware and software breakdowns, advancements, deliberate stoppage for service, or alterations to Homula server(s), reasons beyond the rational control of Homula and/or not sensibly predictable by Homula, or otherwise. Member and AVP come to an understanding that any adjustment of Homula server(s), any intermission, interruption, exclusion, or absence of the VOW Datafeed, the Services, or receipt of, or exhibition of VOW Datafeed will not establish an evasion in this Agreement. Homula shall not, in any way be accountable for any such disturbance or inhibition of receipt of and/or exhibition of the VOW Datafeed and/or Services. Homula shall have no accountability of any kind to Member or AVP for, and Member and AVP relinquish all claims arising out of, any of the above-mentioned, or otherwise.
5.4 Member and AVP Safekeeping and Review. Member and AVP shall make use of proper security defence measures, such as firewalls and shall uphold an assessment trail of Consumers’ action on Member’s VOW(s) and over any AVP server and make that information accessible to Homula, if Homula has defined in its exclusive discretion that any of Member’s VOW(s) or AVP server has been the source of, or legalised a fissure in, the security of Homula’s MLS® System, Listing Information or VOW Datafeed or abuse of any VOW Policy or Rules.
5.5 Usage of Internet. Member and AVP admit that there are assured security, fraud, transmission errors, and access accessibility risks related to using open networks like the internet and Member and AVP thereby explicitly accept all such risks. Homula shall not be accountable for any failure in providing the VOW Datafeed and/or usage or permission of Listing Information because of error or loss of Member or AVP system or internet service providers or from failure of hardware, software or services used by Member or AVP.
5.6 Member and AVP Software and Hardware. Each of Member and AVP is exclusively accountable, at its cost, for obtaining, providing, repairing, updating, preserving, and guaranteeing the compatibility with, all the software, hardware and communication services held in possession or run by it, to guarantee access to the VOW Datafeed in harmony with the terms here.
5.7 Announcement. Member and AVP shall individually promptly inform Homula if whichever is aware of any blunder, virus, or security breach, or any illegal use, imitation or supply of any VOW Datafeed. Subject to the above-mentioned, Member and AVP shall each uphold all such information in secrecy in accord to the discretion requirements.
5.8 Accountability for Use of VOW Datafeed. Member is accountable for any legal responsibility or loss of generosity linked to problems of data accuracy, correctness or appropriateness coming from Member’s use, directly, or indirectly via AVP, of Homula’s MLS® System, Listing Information, and/or any information conveyed by means of a VOW Datafeed.
ARTICLE 6 CONDITIONS AND RESTRICTIONS ON USE
6.1 Acquiescence. In making use of the Listing Information or any part of it, Member and AVP need to dwell by the terms and provisions regarding this Settlement and the rest of the VOW Policy and Rules.
6.2 Limitations. Apart from as it is specifically set forward in this Agreement, Member and AVP will not help, cause, support or let any person or third party to either directly or indirectly, do any unauthorized activity under whatever circumstances, as well as devoid of limitation of any of the below:
(a) Access or use any information communicated via a VOW Datafeed in a way that is conflicting to or in abuse of this Agreement, the VOW Policy and Rules or appropriate laws or rules and/or for any resolve other than as allowed herein. Without limiting the generality of the foregoing, except as permitted in this agreement, Member and AVP will not acces any information communicated through a VOW Datafeed in association with any website apart from exhibit on Member’s VOW(s)), wireless device, additional electrical or digital devices, or any extra means, or internet posts, marketing, spontaneous products or services, advertising material or any other exhibition, supply, publication or republication to the civic people or any crowd or third party;
(b) support, consent to or authorise any person or body to get access to or use any information communicated via a VOW Datafeed by means of or through Member or AVP, or access or use to some extent such information to offer service section, accommodating or time-sharing services or to sustain the actions of any other person or body;
(c) use or try to use another Participating VOW Member’s or another AVP’s code word, access code, or additional access material, to gain entry to or use of the VOW Datafeed;
(d) Be unsuccessful in maintaining rational security safety measures to protect its password, or other access information as of unsanctioned access, use or exposure, fail to uphold rational security provisions to avoid scraping, data removal, data piracy and other illegal access, use and/or misuse of any information communicated via a VOW Datafeed, as well as failing to monitor its VOW(s) for signs that any such info is being shabby, extracted, or other unofficial access, use and/or abuse of any such information and/or fail to instantaneously inform Homula on being aware of any of the above;
(e) Try, in any way of any kind, to side-step any computer security procedures or resource limits, or try to get unlicensed access to Homula operative systems, networks, and/or servers plus by concealing or faking the identity of Member or AVP;
(f) issue, reorganize, duplicate, produce, reproduce, publish, republish, change, adjust, or relocate, any information communicated through a VOW Datafeed, or combine any information of that kind with other data, or publish any Listing Information in any way, or produce any unoriginal work(s) or copy(ies) established on, or in any other way abuse any such information;
(g) Scrape, data extract, take, issue, restructure, transfer, combine, convey, or diffuse any information passed on through a VOW Datafeed, as well as to any computer, wireless device, mobile device, or any other electrical or digital device, apart from downloading to Member or AVP server, as appropriate, as allowed under this Agreement. Devoid of restraining the foregoing, illegal uses include “screen scraping”, “database scraping” and any other activity scheduled to accumulate, store, restructure profile, remove patterns, and/or influence any information passed on via a VOW Datafeed;
(h) Market, sell, resell, allocate, interchange, negotiate or relocate, deliver, lend, rent, give access to, permit or sublicense, or in any other way abuse any information passed on through a VOW Datafeed. Member and AVP consent to take all rational steps required to safeguard all information passed on through a VOW Datafeed as of any of the above, plus but not restricted to, illegal access, dissemination, imitation, copying, use, or in any other way, abuse any information passed on via a VOW Datafeed;
(i) Get access or use the VOW Datafeed in a fashion that is conflicting to or in defilement of this Agreement, VOW Policy and Rules and/or for any resolve other than as allowed here;
(j) use a machine, spider, scraper, or other programmed device, software, or physical process for any purpose, plus to either directly or indirectly get access, monitor, or duplicate any information passed on through a VOW Datafeed;
(k) use any device, software or mundane to side-step Homula robot elimination headers or any other safety measures, or obstruct, or try to obstruct, with Homula’s server(s) and/or any info passed on through a VOW Datafeed;
(l) Re-assemble, inverse engineer, undo, alter and/or acclimatize any software held in possession of or authorised by Homula or any information passed on by means of a VOW Datafeed, or any part of it, or try to craft any source code that is imitated from Homula server(s), any data passed on through a VOW Datafeed, or any software in possession of or authorised by Homula;
(m) use Member’s VOW(s), Homula’s MLS® System, the VOW Datafeed, or any additional methods to carry out any offensive practices including spreading anything insulting, intimidating, vile, annoying, rude, indecent, dangerous, or intrusive of anyone’s confidentiality;
(n) damage, threaten, violate or overstep the rights of Homula, Participating VOW Members, or any individual or unit, together with, without restraint, scholarly property, confidentiality, and/or vowed rights;
(o) Be the cause of extreme strain on Homula’s server(s) or system(s), or cause unjustified or unwanted intrusion with other Participating VOW Members’ or their AVP’s use of, or access to, any VOW Datafeed and/or Homula MLS® System;
(p) cause or allow anything that will bias or hinder the character or goodwill of Homula;
(q) unveil, or license the exposure of, the VOW Datafeed, Homula’s MLS® System, or any part of it, to anyone apart from as it is specially legalised in this Agreement;
(r) organise or reorganise any information passed on a VOW Datafeed by any means;
(s) cause or take any act which may practically be interpreted as harmful or disadvantageous to the welfares of Homula or of any other Participating VOW Member; and/or
(t) Epitomise or recommend any relationship between Homula and Member and/or between Homula and AVP.
6.3 Conditions on Operating VOW(s). In carrying out its VOW(s), in addition to its obligations under this Agreement and the VOW Policy and Rules, Member will conform to the requirements below, as they might be rewritten from time to time in Homula’s exclusive discretion:
(a) No Listing(s) apart from the Listing Information passed on through a VOW Datafeed is allowed to be shown on Member’s VOW(s).
(b) The sum of Listing(s) that Consumers is allowed to view or recover on or from a Member’s VOW in reaction to an inquest will be narrowed to 100 Listing(s).
(c) The listing Brokerage should evidently be shown for all Listing(s) together with thumbnail assessments. The listing Brokerage should be in a similar font and size as other Listing(s) information and not graphically detached from the Listing(s) presentation.
(d) The exhibition of other Brokerages’ Listing(s) acquired from supplementary sources on Member’s VOW(s) shall be displayed the source from which apiece of such Listing(s) was found.
(e) The contact info of the Member operating the VOW(s) must be visibly detached from the detail display of a Listing(s) that is itemised by a Brokerage apart from the Member’s own Listing(s).
(f) The content of any data passed on through a VOW Datafeed, or any part of it, should not be remodelled in any way of the content as it is addressed by Homula. Nevertheless the above, any information passed on via a VOW Datafeed may only be rearranged to the degree of selecting which fields to display established on objective conditions such as geography or type of property.
(g) Every Member VOW together with the URL of such VOW and any alterations in such URL need to be pre-sanctioned by Member’s Broker of Record or its elect using a “Member VOW Information and Brokerage Approval Form” in the form attached here at Schedule B. Alternatively, a “VOW URL Change/Update Form” in the form that is attached here at Schedule F, an implemented photocopy of which shall be delivered to Homula.
(h) Member shall guarantee that the information passed on through a VOW Datafeed presented on Member’s VOW(s) is restored after not less than every 24 hours.
(i) Member will have a notification on all VOW Datafeed shown on Member’s VOW(s) specifying that the info is considered trustworthy but is not assured as truthful by Homula.
(j) Member’s VOW(s) need not assert to give full access to Homula MLS® System.
(k) Member shall conspicuously post a notification on each of Member’s VOW(s) affirming that Member’s VOW could only be used by Consumers who have a genuine interest in the procurement, sale, or lease of real estate of the kind being presented through Member’s VOW. The subsequent notice may be used: “The information given here need only be used by consumers who have a genuine investment in the procurement, trade, or contract of real estate and can not be used for any profit-making manner or any other function.”
6.4 Permission of AVP to Obtain VOW Datafeed. AVP in so doing accepts and comes to an understanding that;
(i) AVP has no autonomous member rights in Listing Information established through a VOW Datafeed by benefit of this Agreement;
(ii) AVP will not put to use Listing Information except for such Listing Information as may possibly be provided via a VOW Datafeed in association with operation of Member’s VOW(s) in conformance to this Agreement; and
(iii) Acknowledgement by AVP of the VOW Datafeed is derived of the rights of Member. For better conviction, the dissolution of the rights and authorisation allowed here to Member will effect upon the dissolution of the rights and authorisation approved here to AVP.
ARTICLE 7 CEREBRAL PROPERTY AND OTHER PATENTED RIGHTS
7.1 Possession of Cerebral Property. AVP and Member accept and approve that the MLS® Database, Homula MLS® System, Listing Information, MLS® data and VOW Datafeed are patented to Homula and/or its licensors and are safeguarded by exclusive rights, emblem, patent and other cerebral property laws of Canada and international pacts and settlements and by any other pertinent laws (jointly “Homula Intellectual Property”). AVP and Member each in advance concedes and approves that all right, designation, and interest existing now or henceforth coming into potency, in and to Homula Cerebral Property are and will continue to be the property of Homula and/or its licensors. Not a thing in this Agreement intend to be interpreted as handing over or surrendering to AVP or Member an interest or right of any type, prompt or indirect, in or to any of Homula and/or its licensor’s cerebral property, patented rights and any additional rights, plus in connection to all of the above, but for the partial rights established here.
7.2 Trademark License. Homula additionally endows to Member or AVP, if AVP is in service of Member’s VOW(s), a partial, unlimited, non-exchangeable, nonsublicensable withdrawable license to use Homula trademark(s) acknowledged in Schedule C attached here (“Homula Trademark”) for the solitary purpose of ascertaining Homula as the proprietor of any Homula Intellectual Property, counting any Homula Trademark(s), and any related goods/services. Homula may consequently give comparable rights to Member and AVP, if AVP is operating Member’s VOW(s), to put in use other trademarks of Homula, and Member and AVP’s use therefor shall be subject to the requirements of this paragraph and any other necessities as may be given by Homula from time to time.
7.3 No Rights. Member and AVP admit and approve that they do not have any rights to and will not get, by means of the terms of this Settlement or otherwise, any rights in association with any emblems, copyright, exclusive rights, and/or other branded or cerebral property rights of Homula and/or its licensors, now or henceforth upcoming , as well as without restriction, in and to Homula Cerebral Property, and any part of, or involving any of the above-mentioned.
7.4 Limitations. Member and AVP will not, nor will assist either any person or body, in Canada, or any other country or region, to:
(a) perform any act or be the cause of or allow anything that will damage, contradict, undermine, threaten, infringe, lessen the value, overstep or otherwise, the cerebral property and/or exclusive rights of Homula and/or its licensors, together with minus restriction, in and to Homula. Cerebral Property and Homula emblems, patent and/or exclusive rights, and any part of, or connecting to, any of the above-mentioned;
(b) either directly or indirectly disagree or challenge the possession, legitimacy, or the application ability of the cerebral property and exclusive rights of Homula and/or its licensors as well as, without restriction, in and to Homula Cerebral Property, Homula emblems patent and/or exclusive rights, and any part of, or involving, any of the abovementioned; and/or
(c) assert, declare any rights or concern to, use, or relate to inventory, record, or file any trademark or scheme application that is alike or akin to Homula trademarks.
7.5 Relinquishment of Third Party Claims. Each one of AVP and Member relinquishes any claims in contradiction of Homula subsequent of rights that others may declare against Member and/or AVP founded on Member and/or AVP’s exercise of the rights established under this Settlement, as well as without restriction assertions of trademark, exclusive rights or patent violation and/or desecration of other cerebral property or exclusive rights.
7.6 Copyrighted and Other Notices. Each of Member and AVP approves that it will take account of and not change or eliminate any emblem, patent, other posters, and/or any renunciations or other myths situated or used on or in association to the Listing Information and/or the VOW Datafeed and any part of, or involving, any of the above, as essential by Homula from time to time.
ARTICLE 8 CONFIDENTIAL INFORMATION
8.1 Confidential Information. For the purposes stated here, “Confidential Information” means any kind of and all information and material registered to Homula and/or it licensors and not mostly known to the public, plus but not restricted to private information, line of work secret information,. procedures, classifications, technology, software and data of every kind, together with any info passed on through a VOW Datafeed (excluding to the degree to which this Agreement licences exposure), unveiled by Homula to Member or AVP, or that Member or AVP can get facts or access to as an outcome of this Agreement. Devoid of restraining the overview of the above, Homula may label Trusted Information “confidential” or “proprietary” but irrespective of whether so labelled or recognised, any information or data, whether in verbal, visual, auditory, electronic, printed or other way, that Member and AVP each identified or should have known was deliberated as private or copyrighted to Homula and/or its licensors will be taken as Confidential Information.
8.2 Prohibitions. Notwithstanding the above, Member and AVP will not have any responsibility under this Article 8, as demonstrated by a written record, with esteem to any info, facts and/or data revealed in agreement to hereto to the degree same:
(a) Is or henceforth is made part of the public dominion by means of no unlawful act of Member or AVP;
(b) Is recognised by Member or AVP devoid of any duty of discretion at the time of first revelation under this;
(c) Is legally acquired by Member or AVP from a third party with no responsibility of discretion;
(d) Is autonomously in conformance by Member or AVP; or
(e) Is revealed in agreement with a court order or any other lawful duress given, nevertheless, before any such revelation, Member or AVP, as relevant shall, lest legally outlawed, quickly inform Homula in script of the necessity or appeal to reveal, and collaborate with Homula in shielding against or restraining the possibility of any such revelation.
8.3 Confidentiality. Member and AVP each promises and decides that it shall:
(a) Obtain and uphold all Confidential Information established under this in absolute confidence;
(b) Use Confidential Information obtained under this firmly as legalized with this content, legally exercising the rights and/or executing its duties under this and for no other intention in any way at all;
(c) Use the utmost amount of care to safeguard and handle Trusted Information established under this; and
(d) Counsel Homula instantly of any situations, events or happenings that may influence, compromise, or in any way re-count to, the privacy, discretion, accessibility or safekeeping of Confidential Information, as well as, without restriction, the desecration or non-compliance of any term or condition enclosed in this Agreement.
8.4 Possession of Confidential Information. All Confidential Information is and shall go on being the sole property of Homula and/or its licensors, and Member and AVP shall have no rights, by authorisation or any other way, to Confidential Information with the exception of as specifically provided in this content.
ARTICLE 9 PRIVACY
9.1 Agreement with Privacy Laws. Member and AVP will each make sure that all Personal Information , which might be assembled or gathered by Member and AVP in association with its access to or use of any information passed on by a VOW Datafeed will be gathered, used, revealed and upheld firmly in agreement with the necessities of applicable privacy laws together with the Personal Information Protection and Electronic Documents Act and the MLS® Rules and Policies.
9.2 Listing(s). Member and AVP each at all times shall, handle any individually recognisable information contained in any info conveyed through a VOW Datafeed as Personal Information and will keep and protect such Personal Information from any assortment, use or exposure that is not particularly legalised by this Settlement.
9.4 Electronic Address. Member epitomizes permits and agrees to Homula that in giving Homula any automatic address of AVP, which includes any AVP contact, Member has gotten the required agreement in obedience with valid law for Homula to deliver electronic messages to such addresses in relation with this Pact, and Member shall inform Homula instantly if such approval is reserved.
ARTICLE 10 DISASSOCIATION AND RESTRICTION OF LEGAL RESPONSIBILITY
10.1 Renunciation. Brokerage, AVP and Member accept and agrees that the services, the VOW DataFeed, record data and services are given on an “as is” and “as available” foundation, with no any assurance, demonstration, circumstance or permit of any kind, prompt or understood, as well as without restriction, any indirect warranty or pledge of trade ability or suitability for a specific function or quality, title or noninvasion or with reference to the exactness, precision, currency, dependability, effectiveness, or wholeness of listing info or VOW DataFeed or with reference to the use or the outcomes of the use of any services listing data, VOW DataFeed and those coming up by law, decree, practice of trade or sequence of dealing. Homula makes no warranty, demonstration, guarantee or condition, directly or indirectly, and undertakes no obligation of any kind with reverence to the appropriateness of services or listing data or VOW DataFeed or facilities for any precise purpose or with respect to suitability of the services to give any exact outcome or that the services, VOW DataFeed, or listing information will be conducted continuously or error-free or that all blunders will be modified.
10.2 Limitation of Liability. Neither Homula nor any of its executives, officers, workers or managers will be accountable to brokerage, AVP, member or any third party (including member’s clienteles or consumers) for any direct, subsidiary, exceptional, minor, important, corrective or standard . damages, or other damages of any kind as well as but not restricted to any forfeiture of profits or income or benevolence, or disturbance of business in any way as a result of or correlated to this arrangement, covering any unreliable, untrustworthy, not up-to-date, not valuable, or unfinished services, listing data or VOW DataFeed, the dissolution of this arrangement, the presentation or non-performance of the services,. VOW DataFeed , and/or the use of any facilities, record information or VOW DataFeed made accessible pursuant to this, however arising, as well as but not limited to, if in agreement, misdeed, vital breach or otherwise, even though such party has been counselled of the likelihood of before-mentioned costs and whether or not such losses are foreseen.
10.3 Third party websites. The information passed on through a VOW DataFeed can contain links to or feeds from third party websites. Homula does not permit or approve of the content enclosed in any third party website. Homula does not make any authorisation, illustration, assurance or condition, prompt or indirect, or legally, of any kind concerning any third party website, as well as concerning the legitimacy, truthfulness, consistency, worth, effectiveness, comprehensiveness, appropriateness, non-invasion, safety, or aptness of any content on a third party website. Alternatively, if or not any needed agreements essential under relevant privacy laws or other laws for any facet of any third party website have been appropriately acquired. Homula does not make any confirmation, illustration, assurance or condition, prompt or indirect, concerning the tradability and/or suitability for a precise function of any content, tasks, products or services on or made accessible via any third party websites or that the process of any third party website will be constant, free of fault, bugs, flaws, or any other destructive modules or that any of the above will be modified the content, tasks, products or services on or made accessible via any third party websites is not under Homula’s power in any whatever way and if AVP or member decides to access or have any contacts with any third party website, AVP and member do so completely at their own peril.
ARTICLE 11 INSURANCE, REPRESENTATIONS AND WARRANTIES
11.1 Insurance. Brokerage, Member and AVP mutually and respectively agree to protect, shield and hold innocent Homula, its officers, managers, workers, and representatives, from and in contradiction of any and all assertions, demands, suits, accounts, engagements, sources of action, and/or accountability of any kind at all, for any and all indemnities, damages, costs and/or expenditures, coming up out of or concerning, any and all breaches by Member and/or AVP of any term or condition of this Settlement, together with any breach of illustration or permit stated in this Pact, reception of the VOW Datafeed, and the usage and exhibition of information passed on through a VOW Datafeed. Every Brokerage and Member is and will be entirely and openly accountable for any breach by AVP in this Agreement. Homula will have the authority to control its own security and involve legal advice standard to Homula.
11.2 Representations and Warranties.
(a) Each party signifies and permits to the others that this Settlement, when implemented by such party, will be legal, necessary and applicable with regard to such party in agreement with its terms.
(b) Member embodies and licenses that:
(i) information passed on via a VOW Datafeed will be applied by Member and AVP sternly as allowable in this;
(ii) it has completed an agreement with AVP instituting the AVP’s right to obtain and contact VOW Datafeed according to the “VOW Datafeed Transfer Authorization Form” attached here at Schedule D and will deliver to Homula a photocopy of such agreement in which Member allows its assortment of AVP to activate VOW(s) on Member’s behalf;
(iii) it has made AVP conscious of the VOW Policy and Rules;
(v) it is a Member in noble standing in agreement with Homula Bylaws and REBBA; and
(vi) the implementation of this Agreement and/or the enactment of Member’s responsibilities under this Agreement will not create a default, or an event which with time, the giving of notification, or both, would establish a non-attendance, under any other arrangement by which Member is destined.
(c) AVP denotes and licenses that:
(i) it is not and will; not be under any incapacity, limit, or prevention linked to the accomplishment of this Settlement and the enactment of its duties under this Agreement;
(ii) that the funding of rights in this to AVP and the completion of AVP’s duties as expected under this Agreement are appropriate and legitimate; and
(iii) the implementation of this Pact and/or the enactment of AVP’s duties under this Agreement will not create an evasion, or an event which with time, the giving of warning, or both, would create a default, under any additional settlement by which AVP is bound.
ARTICLE 12 TERM AND DEFERMENT OR TERMINATION
12.1 Term. The term of this Settlement will inagurate on the Actual Date of this Agreement and will stay in force awaiting or unless adjourned or dismissed as further termed herein.
12.2 Deferment. In case Member or AVP is in violation of this Agreement, or of any of the MLS® Rules and Policies, as defined by Homula in its exclusive decision, Homula may instantly suspend with no warning Member’s and AVP’s access to and use of the VOW Datafeed. Homula might end a deferral, at its solitary will, by notice to Member.
12.3 Termination. Without regulating any other rights or remedies accessible to Homula in the terms of this Settlement, the VOW Policy and Rules, at law or in impartiality, Homula can instantly end this Contract and Member’s and AVP’s access to and use of the VOW Datafeed, in which case Member and AVP will conform to any appropriate procedures and duties enclosed herein and/or in the MLS® Rules and Policies in case of any of the below:
(a) Member or AVP is in violation of:
(i) any indication or stipulation of this Convention that is not alleviated (if it can be cured) in 10 days after warning from Homula (provided that, nevertheless the above, if in the period of 48 hours after such notification from Homula, Member or AVP does not inform Homula in inscription of actions being
employed to remedy the breach, this Agreement will instantaneously end at the completion of such 48 hour period);
(ii) any demonstration, guarantee, agreement, term or condition found in the VOW Policy and Rules, that is not taken care of within the appropriate cure period, if any, as stated in the VOW Policy and Rules in reverence of the detailed breach; or
(iii) any requirements found in REBBA, the Homula By-laws or any other valid laws.
(b) AVP no longer being chosen by Member to control Member’s VOW(s);
(c) Member stopping to uphold its status with Homula;
(d) where Member is a Salesperson or Broker, Member stopping from being in employment, selected or accredited to trade in real estate by its Brokerage, or Member altering Brokerages (in which case Member must join a new VOW Datafeed Agreement with Homula with the approval of Member’s current Broker of Record);
(e) where Member is a Brokerage and its Broker of Record deviates (in which case Member has to join a new VOW Datafeed Contract with Homula with the consent of Member’s current Broker of Record);
(f) Member or AVP retrieving or copying any VOW Datafeed in a Way that is not sanctioned for Participating VOW Members and/or that deters the capability of Participating VOW Members from retrieving, getting and/or transferring any VOW Datafeed to Participating VOW Members’ VOWs; (g) Member or AVP breaching any MLS® Rules and Policies or this Contract; or
(h) Member or AVP being unsuccessful to make any obligatory payments to Homula.
12.4 Notice of Dissolution. Member may choose to not to show VOW Datafeed on its VOW(s) and thus dismiss this Contract upon fifteen (15) business days inscribed notification to Homula of such dissolution and on accomplishment of the “VOW Datafeed Member Unsubscribe Notice Form”, enclosed in this at Schedule E, a completed photocopy of which shall be given to Homula.
12.5 Discontinuance of VOW Datafeed. In a case where Homula, in its single will, chooses at any time to stop giving a VOW Datafeed, Homula may dismiss this Agreement and consequently dismiss Member and AVP right of access to and usage of VOW Datafeed.
12.6 Return, Damage, etc. Every Member and AVP will completely end all use of Confidential Information, Private Information, information passed on via a VOW Datafeed, and any additional copyrighted and trusted information established hereunder on any deferral or dissolution of its right of access to and usage of the VOW Datafeed in conformance to this Agreement and will punctually, by safe means, perpetually remove, wipe away and terminate any and all Private Information, Personal Information, information passed on via a VOW Datafeed and any resources encompassing or showing any Listing Information together with all copies, excerpts, duplicates, or otherwise, in full or in part that each has stowed wherever and by any means, plus on magnetic media or other electronic or digital stowage, plus all backup replicas, in its ownership or under its power, as well as any replicas in the ownership or under the power of its agents, instantaneously upon dissolution of this Contract, but in a case of and not late than seven (7) days after dissolution of this Agreement, for whatever reason, Member and AVP will each confirm in writing to Homula that each of them has acted in accordance with all of the above mentioned.
12.7 Outcome of Deferment or Termination; Persistence after any deferment or dissolution of this Agreement for any whatever reason, any and all permits and rights approved herein to Member and AVP to access and make use of the VOW Datafeed and any info conveyed via a VOW Datafeed will instantly terminate. Deferral or dissolution of this Contract, for any whatever reason, will not bar Homula from following any other remedies presented to it under the MLS® Rules and Polices, or at law or in fairness, plus, if appropriate, injunctive break.
12.8 Non-refundable. No Dues, part of the Fees, or additional fees owed by AVP or Member in this Agreement will be compensated to AVP or Member upon a hold-up or cessation of this Settlement for any kind of reason.
12.9 VOW Policy and Guidelines. Deferment or expiry of this Contract for any reason will not discharge every Brokerage, AVP and Member from the duties, commitments, accountabilities, and/or insurances set forward in this Contract, plus the VOW Policy and Rules which duties, commitments, accountabilities, and/or insurances will endure the dissolution of this Agreement.
ARTICLE 13 REMEDIES
13.1 Remedies. Member and AVP comes to an understanding that a violation of this Agreement will end up in instant and permanent damage and injury to Homula. In case of such an event, Homula will be obligated to instantly end the right of Member and AVP to obtain the VOW Datafeed and to get an order, detailed performance, and/or other justifiable assistance to avoid the violation under this. Contract; given that, , that this will in no way restrain any other remedies which Homula might have together with, without restraint, the right to pursue financial compensations.
ARTICLE 14 OVERALL REQUIREMENTS
14.1 Notifications. Any notification, direction or any supplementary communication necessary or allowed to be given under this contract will be in script and will be adequately given if sent personally, posted by prepaid listed mail, or conveyed by facsimile or other method of documented message to the right party at the address given at the signature part of this Agreement. Any party may alter its address for service over time by written notification handed over to the other parties in agreement with this Contract. Nonetheless the above, Member and AVP therefore approve and accord to the reception of electronic authorised notifications concerning this Agreement on access to the VOW Datafeed.
14.2 Complete Agreement. The terms of this Agreement, plus the VOW Policy and Rules, makes up the whole agreement amid the people with consideration to the topic in thus Contract. There are no demonstrations, guarantees, terms, clarifications, pledges, endeavours or insurance agreements, verbal or printed, among the parties with regard to the subject matter here apart from those set forward or specifically referred to in this Agreement.
14.3 Modification. Homula can, in its only will, alter, amend, add or remove parts of this Contract at any time and from time to time minus notifying the Member and AVP by posting the then present form of this Agreement on Homula website or Homula MLS® System.
14.4 Additional Guarantees. From time to time the parties will, perform and convey all such other and more deeds, brochures, implements and pledges as may be rationally essential or obligatory to exercise and effect the resolve and intention of this Agreement.
14.5 Relationship. Not a thing in this Agreement will be interpreted to form a partnership, joint endeavour, contract, trusts, employment or agency association between Homula and AVP or between Homula and Member. Neither Member nor AVP has any prompt or indirect authority to undertake or generate any duties on behalf of Homula or to tie Homula to any treaty, pact or commission with any third party.
14.6 Relinquishment. The relinquishment by Homula or the failure of Homula, to necessitate or implement the enactment of any endowment of this Agreement or to take action with regard to any violation of any term, treaty, or condition enclosed here will not be seen as a relinquishment of any setting up. or right nor to be considered to be an on-going renunciation or abandonment of such term, agreement, or condition, or consequent violation of the same, or any other term, agreement or condition enclosed in this Contract. A renunciation by Homula of any non-payment under this Agreement or of any of the terms and conditions of this will be in script signed by Homula and will not be believed to be an ongoing relinquishment or a waiver of any other evasion or of any other term or condition, but will relate exclusively to the occurrence to which such relinquishment is concentrated.
14.7 Obligation. Not this Contract nor any of the prerogatives or duties under this Agreement may be sub-certified, bore, sold, assumed, allocated or otherwise relocated, including by action of law, by Member or AVP, minus the former written approval of Homula. Homula can allocate its rights and duties under this Contract.
14.8 Acclimatisation. This Agreement will be obligatory upon and accustom to the advantage of the parties and their corresponding inheritors and legalised allocates.
14.9 Principal Law and Forum. This Contract shall be ruled by and interpreted in accord the laws of the Province of Ontario and the central laws of Canada pertinent therein. The parties by this process permanently bow to the élite dominion of the courts of the Province of Ontario and the state courts of Canada with subject matter power with regard to any matter arising from this or involving to this Treaty.
14.10 Severability. In case any establishment of this Agreement is established asinacceptable, unlawful or non-imposable, in full or in part, by a court of experienced rule, the cogency, legitimacy and impose ability of any of the rest of provisions or part of it will not be affected or compromised in any way.
14.11 Force Majeure. Homula will not be accountable to Brokerage, Member or AVP or any third party for any fiasco or suspension in performance because to conditions or reasons beyond its rational control, plus any work disagreement, acts of God, natural calamities, fire, efficacy or . communication let-downs, sabotage, warfare, acts of violence, uprisings, bans, or laws, rules or remits of any legislative or supervisory unit.
14.12 Titles, Sex, Quantity and Counting. The partition of this Contract into articles and sectors and the use of headings are for the function of reference only and will not bind or influence the analysis of this Settlement. In this Agreement, lest there is something in the subject matter or context unpredictability, words introducing a precise gender comprise of all genders and words introducing the singular comprise of the plural and vice versa. Where the word “including” or “includes” is applied in this Settlement, it means “including (or includes) minus restriction”.
14.13 Language. This Contract and any documents connecting to this has been arranged in the English language at the precise appeal of the parties.
14.14 Existence. The following Articles shall endure the deferment or dissolution of this Contract, notwithstanding of the reasons for deferment or dissolution, in addition to any other endowment in this which by rule or by its nature should endure: Articles 1 to 3 and 5 to 14.
14.15 Implementation. This Contract may be implemented in one or more complements, each of which when so achieved and conveyed shall be an original and all of which will create one and the same implement. Facsimile signatures are considered the same to original signatures for the functions of this Settlement. IN WITNESS OF WHICH, the parties have accordingly completed this Contract by their approved reps as of the Operational Date.
Effective Date: ________________________ (To be finalised by Homula on submission)
Homula Real Estate Board By:
(I have the right to bind the organisation.)
Member Information and Signature
Member Name: Signature:
Name of Signatory: (if different from Member Name)
(I have authority to bind Member.)
Associated VOW Partner Information and Signature
(I have authority to bind AVP.)
ACKNOWLEDGEMENT AND AGREEMENT BY BROKERAGE
The signatories Brokerage by this action admits and approves that it has read, comprehends and approves to be compelled by the terms and prohibitions of this Agreement and specially with sections 2.4, 6.3(g), 10.1, 10.2, 11.1, 12.9 and 14.11 in this content.
Brokerage additionally admits and approves that:
1. this Contract is legal, mandatory and applicable with regard to Brokerage;
2. it is and will be wholly and totally accountable for any violation or any other unsanctioned activity by Member and AVP under, or in any way concerning this Settlement; and
3. Homula will have no responsibility of any kind to Brokerage for, and relinquishes all rights emerging from, or related in any way, to this Contract.
EXECUTED at ___________________, this ________ day of __________________, 20___.
Title: Broker of Record
(Fees and Payment Terms)