ToCynBro - ToCynMax Enterprises IDX Contract

563-388-0008 OFFICE - 563-388-0083 FAX - 563-570-7629 CELL - 563-343-1092 CELL

This is the agreement that we signed to be able to build and supply a IDX service to our internet visitors. We have signed the agreement and are therefore bound by the agreement. We supply it for you to view so that we will not waste your time or have problems with the final product.

Implementation Guide

River Valley Multiple Listing Service

Eastern Iowa/Western Illinois Commercial MLS

July 2003

Definition of IDX

IDX is essentially rules and enabling technologies allowing MLS participants to give each other permission to display each others’ listings on their web sites; each participant giving this permission also receives reciprocal permission from other participants. Only the listings of participants who have not opted out of IDX can be displayed on other participants’ sites. Display is subject to the rules of the MLS(s).

Section 18—IDX Defined: IDX affords RVMLS Participants the option of authorizing display of their active listings on other Participants’ Internet web sites.

Section 18.1—Authorization: Participants’ consent for display of their active listings by other Participants pursuant to these rules and regulations must be established in writing. If a Participant withholds consent on a blanket basis to permit the display of that Participant’s listings, that Participant may not download or frame the aggregated RVMLS data of other Participants. Participant’s consent to display of their listings by other Participants is required to have their listings transmitted by RVMLS to aggregators/publishers of real property ads.

Section 18.2—Participation: Participation in IDX is available to all RVMLS Participants who are engaged in real estate brokerage and who consent to the display of their listings by other Participants. This requirement can be met by maintaining an office or Internet presence from which Participants are available to represent real estate sellers or buyers (or both).

Section 18.3—Display: Display of listing information pursuant to IDX is subject to the following rules:

Section 18.3.1—Listings displayed pursuant to IDX shall contain only those fields of data designated by RVMLS. Display of all other fields (as determined by RVMLS) is prohibited.

Section 18.3.2—Participants shall determine which listings or the types of listings they will display on their Websites. Examples include property type (“condos,” “single family detached,” “multi-family,” etc.), price, or location (“downtown”).

Section 18.3.3—Participants shall not modify or manipulate information relating to other Participants’ listings. (This is not a limitation on site design but refers to changes to actual listing data.)

Section 18.3.4—All listings displayed pursuant to IDX shall identify the listing firm.

Section 18.3.5—All listings displayed pursuant to IDX shall identify the listing agent.

Section 18.3.6—Non-principal brokers and sales licensees affiliated with IDX Participants may display information available through IDX on their own websites subject to their Participant’s consent and control and the requirements of state law and/or regulation.

Section 18.3.7—Listing information downloaded and/or otherwise displayed pursuant to IDX shall be limited to properties listed on an exclusive right to sell basis.

Section 18.3.8—All listings displayed pursuant to IDX shall show RVMLS as the source of the information.

Section 18.3.9—Participants (and affiliated licensees, if applicable) must refresh all downloads and refresh all data at least once every seven (7) days.

Section 18.3.10—Participants (and their affiliated licensees, if applicable) shall indicate on their websites that IDX information is provided exclusively for consumers’ personal, non-commercial use and may not be used for any purpose other than to identify prospective properties consumers may be interested in purchasing.

Section 18.3.11—The data consumers can retrieve or download in response to an inquiry shall be limited to twenty (20) listings per search.

Section 18.3.12—The right to display other Participants’ listings pursuant to IDX shall be limited to a Participant’s office(s) holding participatory rights in RVMLS.

Section 18.3.13—Listings obtained through IDX must be displayed separately from listings obtained from other sources, including information provided by other MLS's.

Section 18.3.14—No portion of the IDX database shall be used or provided to a third party for any purpose other than those expressly provided for in these rules.

Section 18.4—Service Fees and Charges: Service fees and charges for participation in IDX shall be as established annually by the Board of Directors of RVMLS.

Section 14.0 – IDX Defined: IDX affords MLS Participants the option of authorizing display of their active listings on other Participants’ Internet web sites.

Section 14.1 – Authorization: Participants’ consent for display of their active listings by other Participants pursuant to these rules and regulations must be established in writing. If a Participant withholds consent on a blanket basis to permit the display of that Participant’s listings, that Participant may not download or frame the aggregated MLS data of other Participants. Participant’s consent to display of their listings by other Participants is required to have their listings transmitted by the MLS to aggregators/publishers of real property ads.

Section 14.2 – Participation: Participation in IDX is available to all MLS Participants who are REALTORS^â who are engaged in real estate brokerage and who consent to display of their listings by other Participants. This requirement can be met by maintaining an office or Internet presence from which Participants are available to represent real estate sellers or buyers (or both).

Section 14.3 – Display: Display of listing information pursuant to IDX is subject to the following rules:

Section 14.3.1 – Listings displayed pursuant to IDX shall contain only those fields of data designated by the MLS. Display of all other fields (as determined by the MLS) is prohibited.

Section 14.3.2 – Participants shall determine which listings or the types of listings they will display on their websites. Examples include property type (“condos,””single family detached,””multi-family,”etc.) price, or location (“downtown”).

Section 14.3.3 – Participants shall not modify or manipulate information relating to other Participants’ listings. (This is not a limitation on site design but refers to changes to actual listing data.)

Section 14.3.4 – All listings displayed pursuant to IDX shall identify the listing firm.

Section 14.3.5 – All listings displayed pursuant to IDX shall identify the listing agent.

Section 14.3.6 – Non-principal brokers and sales licensees affiliated with IDX Participants may display information available through IDX on their own websites subject to their Participant’s consent and control and the requirements of state law and/or regulation.

Section 14.3.7 – Listing information downloaded and/or otherwise displayed pursuant to IDX shall be limited to properties listed on an exclusive right to sell basis.

Section 14.3.8 – All listings displayed pursuant to IDX shall show the MLS as the source of the information.

Section 14.3.9 – Participants (and affiliated licensees, if applicable) must refresh all downloads and refresh all data at least once every seven (7) days.

Section 14.3.10 – Participants (and their affiliated licensees, if applicable) shall indicate on their websites that IDX information is provided exclusively for consumers’ personal, non-commercial use and may not be used for any purpose other than to identify prospective properties consumers may be interested in purchasing/leasing.

Section 14.3.11 – The data consumers can retrieve or download in response to an inquiry shall be limited to twenty (20) listings per search.

Section 14.3.12 – The right to display other Participants’ listings pursuant to IDX shall be limited to a Participant’s office(s) holding participatory rights in this MLS.

Section 14.3.13 – Listings obtained through IDX must be displayed separately from listings obtained from other sources, including information provided by other MLSs.

Section 14.3.14 – No portion of the IDX database shall be used or provided to a third party for any purpose other than those expressly provided for in these rules.

Section 14.4 – Service Fees and Charges: Service fees and charges for participation in IDX shall be as established annually.

Internet Data Xchange (IDX) is a program that allows brokers to display their listings on each other’s web sites. This form permits you to opt in or out of the IDX program, and indicate whether you permit your listings to be on other broker’s. If you opt in, you are considered an IDX Subscriber (IDXS) and are obligated to abide by the IDX Policies, RVMLS Rules and Regulations, and to pay the fees required, as determined by the Board of Directors. Anyone who “opts in” agrees to participate until such time as they “opt out” in writing.

This form must be filled out completely and signed by the MLS Participant for your company. There are no exceptions. Once you have filled it out and signed it, fax or mail it to the Illinois Quad City Area REALTOR^® Association 611 35^th Av., Moline, IL 61265 or the Greater Davenport Board of REALTORS^®, 3719 Bridge Av., Ste 1, Davenport, Iowa 52807.

(If you are becoming an IDXS, you must supply an e-mail address and a fax number. This address and fax number will be RVMLS’s primary means of communicating with you about IDX issues.)

Firm Street Address: _____________________________________________________________

Firm City, State, and Zip: ____________________________________________________________

Firm Phone: __________________________________ Fax: _____________________________

CHECK ONE OF THE TWO BOXES BELOW. By doing so, you are agreeing to the understandings indicated next to it.

q MY FIRM IS AN INTERNET DATA XCHANGE SUBSCRIBER. I understand that I am hereby giving every other Internet Data Xchange Subscriber in RVMLS permission to advertise my active MLS listings on its own web site, subject to the Rules and Regulations of RVMLA. Other IDXSs are not obliged to display my listings. I authorize RVMLS to distribute my active listing data to other Internet Data Xchange Subscribers pursuant to its Rules and policies. By “opting in” to this program I commit to participation until such time as I would “opt out” in writing.

q MY FIRM IS NOT AN INTERNET DATA XCHANGE SUBSCRIBER. I understand that this means that other Internet Data Xchange Subscribers will not be permitted to display my listings on their web sites. I further understand that my firm will receive no benefits under the Internet Data Xchange program of RVMLS. My firm is not allowed to display the listings of other brokers unless I receive permission from them individually to do so.

I am the MLS Participant for the MLS office whose ID first appears above. I represent that I have authority to execute this form on behalf of my company.

Signature: ___________________________________________________Date ______________

Opt In Form – For Agents

Internet Data Exchange (IDX) is a program that allows brokers to display their listings on each other’s web sites. This form permits you to opt in as an agent as long as your broker is participating and gives permission for you to also display listings in the program on your web site. If you opt in, you are considered a Internet Data Exchange Subscriber (IDXS) and are obligated to abide by the Internet Data Exchange Policies, RVMLS Rules and Regulations, and to pay the fees required, as determined by the Board of Directors. Anyone who “opts in” agrees to participate for a time period of one year. Agents may only “opt in” if their Principal Broker has “opted in”.

This form must be filled out completely and signed by the Designated Broker for your office and by you, the Agent. There are no exceptions. Once you have filled it out and signed it, mail or fax it to RVMLS at either the Illinois Quad City Area REALTOR^® Association or the Greater Davenport Board of REALTORS^®.

Agent Signature: ________________________________________ Date: _________________

E-mail Address: ___________________________________ Fax: ________________________

(If you are becoming an IDXS, you must supply an e-mail address and a fax number. This address and fax number will be RVMLS’s primary means of communicating with you about IDX issues.)

Firm Street Address: _____________________________________________________________

Firm City, State, and Zip: ____________________________________________________________

Firm Phone: ___________________________ Agent Phone: _____________________________

CHECK THE BOX BELOW. By doing so, you are agreeing to the understandings indicated next to it.

q MY FIRM IS AN Internet Data Exchange SUBSCRIBER. I understand that I am hereby giving every other Internet Data Exchange Subscriber in RVMLS permission to advertise my active MLS listings on their own web site, subject to the Rules and Regulations of RVMLS. I authorize RVMLS to distribute my active listing data to other Internet Data Exchange Subscribers pursuant to its Rules and policies. By “opting in” to this program I commit to a participation term of one year.

I am the Designated Broker for the MLS office whose ID number first appears above. I represent that I am an Internet Data Exchange Subscriber and I give permission for the above agent to also participate in the Internet Data Exchange Program. I understand that I am ultimately responsible for this agent’s compliance with the MLS Rules and Regulations.

Signature: ___________________________________________________Date ______________

IDX BROKER REQUEST TO TRANSFER DATA

THIS AGREEMENT is made and entered into by and between the River Valley Regional Multiple Listing Service an Iowa corporation (“RVMLS”), and ______________________________(“Broker”) as of this ________day of_________,_____.

From time to time, RVMLS receives requests from its participants and from other parties operating sites on the worldwide web (collectively, “Requesting Parties”) to download subsets of the RVMLS database consisting of active exclusive right to sell listings that do not otherwise prohibit Internet or electronic advertising (“Listings”). Broker has requested that RVMLS facilitate download of IDX qualified Listings and the transfer of such listing data to the parties designated on Exhibit A.

1. Agreement to Provide to Requesting Parties: No Duty to Review or Correct. Broker hereby directs RVMLS, and RVMLS hereby agrees to deliver to Requesting Parties through access to RVMLS’s MLS database, all IDX qualified listings. RVMLS shall not be responsible for reviewing or correcting the form of content of Listings. Listings shall include all of Listings for all IDX participating offices. RVMLS shall not be responsible for the ability of Requesting Parties to interface with RVMLS MLS database. Broker and Broker’s Webmaster shall be responsible to filter any listing information to exclude non-IDX Participants from information used on Broker’s web site. RVMLS will provide Broker with updated lists of IDX Participants when changes are made to Participants list.

2. Accommodation. The parties acknowledge that RVMLS is merely serving as a conduit to collect listing data from IDX participating offices listings and transfer such data to Requesting Parties. RVMLS provides that function as an accommodation to Broker. RVMLS reserves the right to charge the requesting party a per hour service charge for technical assistance received from RVMLS assisting the requesting parties in the development of their sites. The charge will be the going rate charged at the time requested.

3. Broker’s Representations and Warranties. Broker hereby represents and warrants to RVMLS; Broker has all legal right and power to enter into this Agreement; Broker’s execution and performance of this Agreement will not violate any law or agreement; Broker’s Listings are original creations and their provision to RVMLS by Broker does not, and their provision by RVMLS to Requesting Parties and their use by Requesting Parties will not, infringe any copyright, patent, trade secret, trademark or other proprietary right held by any third party; and no permission of or payment to any third party will be required for any Requesting Party’s use of such listings.

4. Indemnity. Broker shall indemnify, defend, and hold harmless RVMLS and its successors and all other IDX participants and assigns against any and all damages, losses, liabilities, expenses, demands, claims, and actions, including reasonable attorneys’ fees and court costs, brought against or incurred by either or both parties hereto in connection with Broker’s Listings, whether due to their inaccuracy or otherwise, or otherwise caused by Broker’s breach of any of the terms of this Agreement.

5. Attorneys’ Fees. In the event of any legal action with respect to this Agreement, including an action for breach of this Agreement, the prevailing party shall be entitled to recover from the other reasonable attorneys’ fees and costs incurred in connection with such litigation, whether at trial or on appeal thereof or review there from.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above.

EXHIBIT “A”

Broker hereby authorizes RVMLS to transfer data to the following Requesting Parties, who have signed agreements with RVMLS.

THIS AGREEMENT is made and entered into by and between the River Valley Multiple Listing Service an Iowa corporation (“RVMLS”) and (“Vendor”) as of this day of ,

From time to time, RVMLS receives requests from it’s participants and from other parties operating sites on the worldwide web (collectively, “Requesting Parties”) to download subsets of the RVMLS database consisting of active exclusive right to sell listings that do not otherwise prohibit Internet or electronic advertising (“Listings”). (Broker) has requested that RVMLS facilitate download of IDX eligible listings and the transfer of such listing data to the “Vendor” designated above.

IN WITNESS WHEREOF, We have executed this Agreement on this _____ day of___________, _____, at ____________________, ________.