WARNING: The e-MULTIPLE System contains restricted, confidential information. It is a violation of this Limited License to give, publish, transmit, communicate, or give access to the e-MULTIPLE System or any of the real estate listings in its database to any unauthorized person or entity. Violators will be held responsible to the full extent of the law.
e-MULTIPLETM LIMITED LICENSE
Limited License. The MULTIPLE hereby grants to Subscriber a nonexclusive, nontransferable, nonsublicenseable, license and right during the Term to access remotely the e-MULTIPLE System and the e-MULTIPLE Database solely for internal business purposes. Nothing contained in this Agreement transfers or grants to Subscriber, either expressly or by implication, any title, ownership, license or right in or to any intellectual property in the e-MULTIPLE Software, the e-MULTIPLE Database, the e-MULTIPLE Documentation, or any Upgrades (collectively, “the e-Multiple System”), except as explicitly expressed in this paragraph. Subscriber agrees that The MULTIPLE owns all right, title and interest, including but not limited to copyright, trademark, patent, trade secret, and all other intellectual property rights, in and to the e-MULTIPLE System, and each part or component thereof, and any changes, modifications or corrections thereto, even if the same originated with Subscriber. If Subscriber is ever held or deemed to be the owner of any copyrights in the e-MULTIPLE Software, the e-MULTIPLE Database, or e-MULTIPLE Documentation, or any changes, modifications or corrections thereto, then Subscriber hereby irrevocably assigns to The MULTIPLE all such rights, title and interest and agrees to execute any and all documents necessary to implement and confirm the letter and intent of this paragraph.
Restrictions and Prohibited Conduct. Subscriber covenants to The MULTIPLE that: (a) The e-MULTIPLE System shall only be accessed or otherwise used in accordance with the rules and regulations of The Multiple, its operating policies, or such other procedures as may be established from time-to-time by The MULTIPLE; (b) Subscriber will not copy the e-MULTIPLE Software, in whole or in part, and no copyright notices, marks or other proprietary legends extant in the e-MULTIPLE Software may be modified or deleted; (c) Subscriber will not itself, or through any parent, subsidiary, affiliate, agent, or any third party: (i) sell, lease, sublicense, or otherwise attempt to transfer or encumber the e-MULTIPLE System, or any portions thereof; (ii) decompile, disassemble, or reverse engineer all or any portion of the e-MULTIPLE System; (iii) provide, disclose, divulge or make available to, or permit use of the e-MULTIPLE System by persons other than Subscriber employees without The MULTIPLE’s prior written consent.; or (iv) export, in whole or in part, the e-MULTIPLE System without the prior written consent of The MULTIPLE. No rights in or to any trademarks or service marks of The MULTIPLE are granted under or by this Agreement. Subscriber shall not use the name "e-MULTIPLE System" in connection with its business or operations, except in direct connection with the actual e-MULTIPLE System. Subscriber acknowledges that the name "e-MULTIPLE System" is proprietary to The MULTIPLE and that any and all use of the “e-MULTIPLE” name and marks, and all goodwill associated therewith, shall inure to the benefit of The MULTIPLE.
Subscribers shall protect and keep confidential the various components of the e-MULTIPLE System, the real property and listing information contained in any e-MULTIPLE Database, photographs, drawings, and any other proprietary information or materials disclosed by The MULTIPLE to Subscriber hereunder (collectively, "Confidential Information"). To that end, Subscriber expressly covenants and agrees that: (a) Subscriber shall restrict access to the e-MULTIPLE System and all Confidential Information to (i) only those agents who are e-MULTIPLE participants and have been assigned a specific, unique user access code, and (ii) employees who have a reasonably demonstrable need to have such access, in order to use or access said System in the ordinary course of Subscriber's business. Prior to access, such agents and employees shall agree to observe the confidentiality provisions of this Agreement; (b) Subscriber acknowledges that the e-MULTIPLE System and the Confidential Information comprise valuable and protectable "trade secrets," and shall take reasonable steps to protect the confidentiality thereof, and such further or additional steps as The MULTIPLE may reasonably request in order to protect the confidentiality of the same; (c) The MULTIPLE or its designated representatives or agents shall have the right, upon reasonable notice and during regular business hours, to inspect Subscriber's records pertaining to the e-MULTIPLE System, to review Subscriber's procedures for use of the e-MULTIPLE System, and to inspect its component parts; (d) Subscriber shall not disclose to any of its vendors, suppliers or other third party contractors the e-MULTIPLE System Software, or any parts thereof, without first obtaining their prior written consent to be bound by the provisions of this Agreement; (e) Subscriber shall not disclose to any third party the e-MULTIPLE Software, e-MULTIPLE Database or e-MULTIPLE Documentation, passwords for access to the e-MULTIPLE System, or any other Confidential Information received from The MULTIPLE or any of its agents or affiliates, whether in printed form or stored or contained in any electromagnetic tape recording or otherwise, or whether reduced to any tangible medium of expression or otherwise, without the prior express written consent of The MULTIPLE; (f) Subscriber will provide limited amounts of data from the e-MULTIPLE Database to Subscriber's customers or other third parties only as reasonably necessary for the conduct of Subscriber's business in the ordinary course. Subscriber shall not make available to any single third party (i) data comprising more than 15% of the e-MULTIPLE Database being accessed by Subscriber without The MULTIPLE's prior written consent. Subscriber shall not permit any portion of the e-MULTIPLE System to be stored or "down-loaded" to any computer system owned or controlled by any other person or entity without The MULTIPLE's prior written consent, which will not be unreasonably withheld but which may be conditioned upon (i) the agreement of such person or entity to be bound by all relevant provisions of this Agreement, including those in this paragraph, and (ii) the person or entity qualifying as an “accredited firm”; (g) Subscriber shall not disclose, directly or indirectly, the e-MULTIPLE Software, e-MULTIPLE Database or e-MULTIPLE Documentation, passwords for access to the e-MULTIPLE System, or any Confidential Information obtained from The Multiple, its agents or affiliates to any company or person operating or planning to operate a real estate listing service.
Subscriber further agrees that it shall not: (a) modify, augment or enhance the e-MULTIPLE Software without The MULTIPLE's prior express written consent; (b) access or attempt to access The MULTIPLE's database(s) in any manner not approved in writing by The MULTIPLE or otherwise in violation of any instruction(s) or procedure(s) promulgated by The MULTIPLE from time-to-time; (c) modify or attempt to modify The MULTIPLE's database(s) in any manner not approved in writing by The MULTIPLE. At this time, The MULTIPLE has not provided and does not intend to provide a way for a Subscriber to modify the central database(s); (d) disclose a Subscriber password which permits access to The MULTIPLE's central database(s) to any party which is not a party to an e-MULTIPLE Subscriber Agreement or to any agent or employee of Subscriber who does not have a clear need to know (or who has not agreed to be bound by the confidentiality provisions of this Agreement); (e) disclose, in any form or manner, all or any part of the contents of any e-MULTIPLE Database to any individual or entity except for (i) a client of a Subscriber ("Subscriber Client"), or (ii) an agent or employee of Subscriber who has a clear need to know and who has agreed to be bound by the confidentiality provisions of this Agreement ("Subscriber Employee"); (f) transfer, in any form or manner, all or any part of the contents of any e-MULTIPLE Database to any individual or entity which is not a Subscriber Client or Subscriber Employee; (g) confirm or deny for any other real estate listing service the validity of any information regarding real estate listings contained in any e-MULTIPLE Database.
Subscriber acknowledges and agrees that the real estate listing information contained in the e-MULTIPLE databases is a trade secret and that its unauthorized disclosure may result in substantial harm to The MULTIPLE and its members. Subscriber also acknowledges that in order to protect its valuable real estate listing information, The MULTIPLE will hold Subscriber responsible to the full extent of the law for any unauthorized disclosure or transfer of such information prohibited by law or by this Agreement.
Liquidated Damages. Subscribers violating any of the preceding prohibitions shall be obligated to pay The Multiple for the damages caused by the violation of these provisions. Subscribers and The Multiple agree and acknowledge that the determination of damages for such violations may be difficult and impractical. The Subscriber and The Multiple therefore agree that each violation of this Limited License shall require payment of $1,000.00 in liquidated damages to The Multiple, which amount shall be paid within 10 days following receipt of written notice from The Multiple. Subscriber agrees to pay reasonable attorneys’ fees, expenses and costs incurred by The Multiple in the collection of such liquidated damages. The remedy contained in this paragraph is in addition to any other remedies available by the terms of this Limited License or by law.
Indemnity. Subscriber shall defend, indemnify and hold harmless The MULTIPLE and each of its officers, directors, employees, agents and affiliates from and against any and all losses, damages or liabilities of any nature whatsoever and all attorneys fees, costs and expenses, based upon any claims, actions, suits, proceedings, or causes of action by any person or entity other than Subscriber arising out of or relating to the use or operation of the e-MULTIPLE System by Subscriber or the disclosure or use of any data from the e-MULTIPLE System by Subscriber. The MULTIPLE shall have no liability, indemnification or defense obligation under any claim if: (i) it is based on the use of a superseded or updated version of the e-MULTIPLE Software or any part thereof; (ii) Subscriber has in any way modified or altered the e-MULTIPLE Software or any part thereof without The MULTIPLE’s prior written consent; (iii) it is based upon the use of the e-MULTIPLE Software in other than its intended use; or (iv) if the e-MULTIPLE Software used alone would not result in infringement liability.
Disclaimer. Subscriber acknowledges that the information obtained through the e-MULTIPLE System, while believed to be reliable, is not guaranteed to be either complete or accurate. The MULTIPLE does not warrant that the e-MULTIPLE System shall meet specific Subscriber requirements or expectations or that the operation of the e-MULTIPLE Software shall be uninterrupted and/or error free. THE MULTIPLE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE e-MULTIPLE SYSTEM. THE MULTIPLE SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY IN THIS LIMITED LICENSE. Some states do not allow the exclusion or limitation of implied warranties, so the above exclusions and limitations may not apply.
THE MULTIPLE SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO SUBSCRIBER, SUBSCRIBER'S CUSTOMERS, EMPLOYEES OR AGENTS OR ANYONE CLAIMING THROUGH SUBSCRIBER FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY MALFUNCTIONS, DELAYS, LOSS OF DATA, LOSS OF PROFIT, INTERRUPTION OF SERVICE OR LOSS OF BUSINESS OR ANTICIPATORY PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR THE TERMINATION OF THIS AGREEMENT, OR THE USE, RESULTS OF USE OR INABILITY TO USE THE e-MULTIPLE SYSTEM WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, PRODUCT LIABILITY OR OTHERWISE, EVEN IF THE MULTIPLE OR IT'S AUTHORIZED REPRESENTATIVE HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OR LOSSES OCCURRING.
Arbitration. In the event of a dispute or claim of any type, in law or equity, arising from or relating in any way to this Agreement, the matter shall be decided by neutral, binding arbitration in accordance with the commercial rules of the American Arbitration Association ("AAA"), as may be in effect from time-to-time, to be administered and heard through the Los Angeles office of the AAA. No exemplary or punitive damages may be recovered in the arbitration proceeding. The substantially prevailing party in any such arbitration shall recover its reasonable attorney's fees and costs in addition to other appropriate relief. This paragraph shall survive the termination of this agreement.