This is a binding agreement (The "Agreement") between Suncoast MLS of PRO Biz, Inc., a Florida Corporation, and/or West Pasco Board of REALTORS, Inc, and/or Central Pasco Board of REALTORS, Inc. ("the MLS") and You ("You" as "Participant", "Subscriber", or "Administrative User"). You may not use the MLS or MLS compilation unless you read, understand, and agree to these Terms and Conditions of Use.

You are a Participant, Subscriber, or Administrative User authorized to use this site. To the extent there is another agreement between You and the MLS, this is a supplemental agreement and should be construed so as not to conflict with the terms of other agreements between You and the MLS. If You are a Subscriber and are affiliated with an MLS Participant, You are permitted access to these services only by virtue of your affiliation with an MLS Participant and your assent to the terms of this Agreement.

1. THE MLS's obligations.

In consideration of Your payment of fees (or payment of them on Your behalf by the MLS Participant) and compliance with Rules, Regulations, and Procedures of the MLS (the "MLS Rules"), the MLS makes the contents of its web site and any other delivery medium Pro Biz, Inc. and/or West Pasco Board of REALTORS, Inc. and/or Central Pasco Board of REALTORS, Inc. employs (collectively, "The MLS") available to You and licenses it to You, subject at all times to the terms and conditions of this Agreement.

2. Intellectual property.

(a) Assignment. You agree to assign and hereby do assign to the MLS all right, title, and interest in the copyrights in all original text and photographs that You submit to the MLS ("Your Contribution"). You acknowledge that You have no claim to copyrights in the factual or non-creative information ("Factual Content") that You submit to the MLS.  You warrant that you have the authority to make this assignment and that your contribution does not infringe on the copyright or other intellectual property rights of any third party.

(b) License. The MLS hereby grants You during the term of this Agreement a revocable, limited, nonexclusive license to duplicate, distribute and display compilation, original text and photographs ("Creative Content") from the MLS, subject to the limitations set forth in this Agreement and in the MLS Rules. The MLS grants a nonexclusive license and not an exclusive license or assignment. All rights not expressly granted in this Agreement are reserved.

3. Your obligations and acknowledgements.

(a) MLS Certification Course Requirement.   All new Suncoast MLS of PRO Biz, Inc Participants and Subscribers are required to complete the MLS Certification Level One course as stated in Section 3.0 of the MLS Rules and Regulations. Failure to comply with this requirement within 30 days of the joining the MLS will result in suspension of MLS access. MLS access will remain suspended until the requirement is satisfied. Suncoast MLS of PRO Biz, Inc. Participants and Subscribers who have not been active, paid users of the MLS for over one year must successfully complete the MLS Certification-Level One program within 30 days of reinstatement.

(b) Use limited. You may use the MLS and the creative content and the factual content on the MLS site solely for the purpose of selling, listing, leasing, and appraising real estate. Your license to use the creative content is immediately revoked, without notice from the MLS, in the event that You (i) use the creative content or the factual content for any purpose other than the one set forth in the first sentence of this Section 3(a); (ii) violate the MLS Rules; (iii) disclose any of the creative content or factual content available on the MLS service to any third party; or (iv) disclose Your user ID or password to any third party.

(c) Permitted disclosures. The foregoing section notwithstanding, You may, during the term of this Agreement (i) disclose the creative content and factual content to consumers for their non-commercial use to the extent permitted by the MLS Rules; and (ii) disclose your contributions to any party for any purpose approved by the MLS Participant.

(d) THE MLS Rules subject to change. The current version of the MLS Rules is available at www.pinellasrealtor.org (PRO Biz, Inc) or www.wpbor.com (West Pasco Board of REALTORS/MLS Inc.) and is incorporated into this Agreement by reference.

(e) Confidentiality. You shall maintain the confidentiality of your MLS ID and password. The MLS ID is provided exclusively for Your personal use and may not be shared with or used by any other person not authorized by the MLS Rules and Regulations and the MLS Policies and Procedures.

(f) Editorial control. The MLS is not required to, and does not, review, edit, or exercise editorial control over the MLS or Your contribution; use of either is subject to the exclusions of warranties and limitations of liabilities set forth in this Agreement. The foregoing notwithstanding, the MLS may take any steps necessary in its judgment, including deleting Your contribution or portions of it, to avoid or remedy any violation of law or infringement of intellectual property right.

(g) Electronic data display. The MLS Rules expressly prohibit You from any electronic display of another broker's listing without the WRITTEN permission of the Listing Broker and of the MLS Participant, including displays on broker or agent advertising or web sites and display on broker or agent virtual office web sites, regardless of how they are styled. Violation of this policy will subject You and the MLS Participant to immediate termination of Your access to the MLS Service.

(h) MLS Participant control of web sites. You may not display any creative content or factual content on any web site without the WRITTEN permission of MLS Participant, and any such display must be at all times under the supervision and control of the MLS Participant.

4. Fees.

This Agreement is at all times conditioned upon Your payment and payment by the MLS Participant of the fees set forth by the MLS in its current schedule of fees. Failure to pay all fees will result in immediate termination of this Agreement and of all accesses and licenses hereunder, without notice to You from the MLS.

5. Term and termination.

(a) Term and termination. This Agreement shall continue until (i) As MLS Subscriber or Administrative User, You cease to be affiliated with MLS Participant; (ii) As MLS Participant, You cease to have a valid and active membership agreement with the MLS; (iii) As MLS Participant or Subscriber, You fail to pay fees attributable to You according to the MLS's fee payment policies; or (iv) the MLS terminates this Agreement by giving You notice.

(b) Computer EULA. You hereby agree that the MLS may, in its sole discretion, condition future access to its online services on your execution of an End-User License Agreement ("EULA"). This Agreement shall be terminated and superseded by any EULA You enter into with the MLS. You hereby agree that Your assent via electronic means to any EULA 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 Agreement, (i) The MLS shall deactivate Your user ID and Password, and You shall have no further access to the MLS Service; (ii) You shall purge all copies of the MLS software, the factual content, and the creative content from Your personal computers; and (iii) all licenses granted hereunder shall immediately terminate.

6. Disputes and remedies.

(a) Injunctive relief. You acknowledge and agree that the factual content and creative content are confidential and proprietary products of the MLS and that in the event You make an unauthorized disclosure of them, no remedy at law will be adequate. You therefore agree in the event of such unauthorized disclosure that the MLS 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 the MLS on account of or in respect to this Agreement, 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 the MLS from access to the factual content or creative content by an unauthorized third party as a result of disclosure of Your password or Your unauthorized disclosure of the factual content or creative content to a third party would be speculative and difficult to quantify. Accordingly, and as a material inducement to the MLS to enter into this Agreement, You agree that if any disclosure of Your password results in access to the factual content or creative content by an unauthorized third party, regardless of whether such disclosure is intentional, negligent or inadvertent, You shall be liable to the MLS for liquidated damages in the amount established in the MLS Rules and termination of this Agreement; and if You make unauthorized disclosure of any portion of the factual content or the creative content to any third party, You shall be liable for liquidated damages in the amount of the greater of $1,000 or the amount established in the MLS Rules for each real estate listing disclosed and termination of this Agreement.

7. Disclaimer, limitation of liability, and indemnification.

(a) Disclaimer of warranties. THE MLS provides The MLS and all components of it on an "as is", "as available" basis. Use of The MLS and The Creative Content and Factual Content available through it are at Your sole risk. THE MLS makes no warranty that The MLS Service will be available on an uninterrupted basis. THE MLS and its participants and subscribers make no warranty as to The accuracy, completeness, currency or reliability of any information available through The MLS. THE MLS expressly disclaims all warranties with respect to The MLS and The Creative Content and Factual Content available through it, including The implied warranties of merchantability and fitness for a particular purpose.

(b) Limitations and exclusions of liability. THE MLS 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 MLS and any Factual Content or Creative Content available on it, including reliance by You or any consumer on any information obtained through use of The MLS site; mistakes, omissions, deletions or delays in transmission of such information; interruptions in telecommunications connections to The MLS; and 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 MLS and related information, records and programs.

(c) Maximum aggregate liability. In no event shall The liability of The MLS arising out of any claim related to this agreement exceed The aggregate amount You have paid (or MLS Participant has paid on Your behalf) to THE MLS in The 12 months immediately preceding The event giving rise to such claim.

(d) Indemnification. You will defend, indemnify and hold the MLS harmless from and against any and all liability, damages, loss or expense (including reasonable fees of attorneys and other professionals) in any claim, demand, action or proceeding initiated by any third-party against the MLS arising from any of Your acts, including without limitation (i) putting inaccurate information into the MLS; (ii) making or allowing another to make unauthorized use of Your password; (iii) making unauthorized use of the MLS, the creative content, or the factual content; (iv) infringing any proprietary or contract right of any third party; and (v) violating this Agreement or any other agreement or any law.

(e) Acknowledgment. You acknowledge that the MLS has set its fees and other charges in reliance on the disclaimers of warranty and limitations and exclusions of liability set forth in this Agreement and that the same form an essential basis of the bargain between the parties.

8. Miscellaneous.

(a) Assignment. You may not assign or delegate this Agreement or any obligations or duties hereunder. Any purported assignment or delegation in contravention of this section is null and void ab initio.

(b) Integration and severability. This Agreement contains the entire understanding of the parties and supersedes all previous oral and written agreements on the subject hereof. Each provision of this Agreement is severable from the whole, and if one provision is declared invalid, the other provisions shall remain in full force and effect.

(c) Governing law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida applicable to contracts made and performed in Florida, notwithstanding its choice of law provisions.

Participant Subscriber Administrative User

Signature: ___________________________________________________ Date: _______________

Suncoast MLS 4590 Ulmerton Road, Clearwater, Florida 33762 Phone: 727-347-7655 Fax: 727-347-0779 www.pinellasrealtor.org

West Pasco Board of REALTORS, Inc. 5409 Sunset Road, New Port Richey, Florida Phone: 727-848-8507 Fax: 727-845-4937 www.wpbor.com

Central Pasco Board of REALTORS, Inc. P.O. Box 127 Land OLakes, Florida  34639  Phone: 813-318-1941  Fax: 813-318-1941