SERVICE AGREEMENT
General Terms and Conditions The following terms and conditions (this “Agreement”) will apply to your purchase of Internet Data Exchange and related Services (the “IDX Services”) from Point2 Technologies Inc., a Saskatchewan Corporation and WolfNet Technologies, LLC, a Minnesota Corporation, collectively referred to in this Agreement as “Point2”. By acquiring said services, you agree to this Agreement. In this Agreement, “you” or “your” means the person or entity who buys the Internet applications or IDX Services from Point2. This Agreement is integrated into any online or paper order form for the IDX Services by you.
Service Fees
You must pay your Service Fee before Point2 will activate your IDX Services. You can pay the Service Fee in monthly installments in the amounts indicated on the Agent Order Form that you filled out when you signed up for the IDX Services. If you elect to pay the Service Fee in monthly installments, you must provide Point2 with credit card billing information and you must grant Point2 permission to automatically charge the monthly installment of the Service Fee to your credit card each month during the term of this Agreement. In return for the payment of your Service Fee, Point2 will provide you with the following IDX Services: - Support for 6,000 visits per month to your MLSfinder.com search solution.
- If you have elected to acquire the Agent version of MapTracks℠, you will be entitled to up to 5,000 map transactions per month without incurring Additional Service Fees (as described in Section (2) of this Agreement).
Overage Fees
In addition to the Service Fee, Point2 may charge you the following “Additional Service Fees” depending on your usage of the IDX Services: - If the number of visitors to your MLSFinder.com search solution exceeds 6,000 in the applicable month, you will be charged $0.0125 per extra visitor.
- If you have elected to acquire the Agent version of MapTracks℠, you will be charged $0.003 for each map transaction exceeding 5,000 per month.
- Any additional feeds that are required by your MLS.
All Additional Service Fees will be calculated and billed on a monthly basis.
Refunds
If you are not completely satisfied with the IDX Services, you may terminate this Agreement by sending Point2 a written termination notice within 10 days of the date that your IDX Services were activated. Point2 will credit your first Service Fee to the same credit card. Setup fees are non-refundable. THE FOLLOWING FEES ARE NON-REFUNDABLE: Setup Fees; hosting fees; domain name registrations, renewals or transfers and overage fees. Upon cancellation of your account, you must remove any and all links to IDX Services from your website.
Terms of this Agreement
This Agreement remains in effect for one month and renews automatically for an additional month unless you submit a written notice of termination to us. Termination will be effective at the end of your current Billing Cycle. Termination of the Services does not relieve you from paying any outstanding balance owed on your account.
Invoices, Receipts and Statements
Invoices, receipts, and/or statements will be sent by email to the Email for Billing address you provide on the Order Form. We will assume that you have received your invoice or receipt unless you indicate otherwise.
Changes to Your Billing Information
You are responsible for notifying us of any changes to your billing contact information, including but not limited to your mailing address, email address, telephone number, and credit card information.
Change of Brokerage; Change of Broker or Agent Status
You must immediately notify us if you are an agent and you change brokerage firms or if you are an agent who becomes a broker. You may be required to submit a new Order Form to us. Your pricing may change. Depending on the requirements of your Multiple Listing Service (“MLS”), you may also be required to submit new MLS paperwork.
Your Representations, Warranties, and Covenants to Point2
When you sign this Agreement and each time you pay a monthly Service Fee or an Additional Service Fee, you are - representing and warranting to Point2 that you are an active member in good-standing of all Multiple Listing IDX Services (“MLSs”) for which Point2 is providing you IDX Services (the “Applicable MLSs”) and that have complied with all of the Applicable MLSs’ Broker Reciprocity/IDX/VOW rules and regulations (the “BR/IDX/VOW Rules”);
- promising that you will continue to comply with the BR/IDX/VOW Rules;
- agreeing to notify Point2 immediately if you cease to be an active member in good-standing of any Applicable MLSs or have violated any BR/IDX/VOW Rules; and
- agreeing that Point2 may deactivate your IDX Services in the event you fail to comply with this Agreement or the BR/IDX/VOW Rules or if you cease to be an active member in good standing of any Applicable MLSs. You acknowledge that Point2 may be damaged by your failure to comply with this Agreement or the BR/IDX/VOW Rules or if you cease to be an active member in good standing of any Applicable MLS. You further acknowledge and agree that your IDX Services will not be activated until you have complied with all BR/IDX/VOW Rules and have executed all agreements required by any of the Applicable MLSs.
Intellectual Property
During the term of this Agreement, Point2 grants you the right to use the IDX Services. You acknowledge and agree that you have no right, title, or interest in or to any of the underlying code for the IDX Services and that your right to use the IDX Services terminates upon the expiration or termination of this Agreement. You will not, and will not attempt to, copy, modify, decompile, cross-compile, disassemble, reverse engineer or use any other means to decode the IDX Services. You will not remove, alter, cover or obfuscate any copyright notices or other proprietary rights notices placed or embedded on or in the IDX Services, including without limitation, the phrases “service by mlsfinder.com” and “service by Point2.”
IMPORTANT WARRANTY DISCLAIMERS
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, POINT2 MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE PERFORMANCE OR OPERATIONS OF THE IDX SERVICES AS TO SERVICE TO ANY PERSON. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, ARE DISCLAIMED IN FULL. YOUR SOLE REMEDY FOR BREACH OF THIS AGREEMENT BY POINT2 IS TERMINATION OF THIS AGREEMENT. |