HAWAII INFORMATION SERVICE
FOREIGN LISTINGS LICENSE AGREEMENT
This Foreign Listings License and Access Agreement
("Agreement") is made this ____ day of _________________________
between (i) Hawaii Information Service (hereinafter HIS), a Hawaii corporation
with offices at 680 Iwilei Road
Suite 777, Honolulu, HI 96817, and (ii) the undersigned Foreign Subscriber
(FS), who, intending to be legally bound, hereby agrees as follows:
1. HIS SERVICE.
1.1
HIS
maintains an on-line real estate information database and provides data to
various Internet sites.
1.2 HIS
agrees to make listing data submitted by FS available to all Internet sites
supplied by HIS and to all other eligible subscribers to HIS
2.
BROKER AUTHORIZATION AND
RESPONSIBILITY.
Written Consent. Foreign Subscriber’s
Principal Broker, as the owner of the listing information provided to HIS for
use in the HIS database, hereby grants HIS the right to reproduce, use,
distribute, display and grant access to such listing information through the
HIS Service electronically and in such other form or manner as HIS deems
appropriate at no cost to HIS. FS’s Principal Broker represents and warrants to HIS that any photographs, floor plans
or other information pertaining to listed properties that are included in the listing
information for which FS’s Principal Broker is the designated broker, is
included in the HIS System with the written consent of the appropriate party (
e.g. homeowner, photographer, builder,
architect, etc.)
Copyright Ownership. All rights, title and
interest in each and every HIS Database compilation created by HIS, and in the
ownership of he copyright therein, shall at all times remain vested in HIS. HIS
shall have the right to license such compilations or portions thereof to any
entity pursuant to the terms agreed upon by the HIS at no cost to HIS. Title to
the information supplied by the FS such as listing information shall remain
with FS’s Principal Broker as the owner
of such listing information.
Consent to Use Information. FS acknowledges that
information available through the HIS Service is provided with the consent of
the FS and third‑party licensors. HIS has the right to remove information
from the HIS Database at anytime if HIS determines the information is or may be
infringing or otherwise violates or may violate rights of any third‑party
or HIS's right to include such information in the HIS Database which has been
terminated for any reason. FS acknowledges that governmental agencies may be
provided access to portions of the HIS database.
Original Listing. FS will provide data on HIS
form(s) provided for that purpose. FS
agrees to provide up to five (5) photos for inclusion on the webpage. Listings will NOT be accepted without a
minimum of one (1) photo. Photo(s) may
be mailed in original format and HIS will scan photo or FS may provide .jpeg
via e-mail to photos@HawaiiInformation.com.
Listing will not be forwarded to the internet until at least one (1)
photo is attached to listing data.
Status Changes. FS agrees to submit all
status changes promptly to HIS for input.
HIS assumes no liability for incorrect data.
3. SERVICE FEES.
3.1
Fees. In consideration for the rights to submit listings to the HIS
database, FS shall pay HIS the following fees:
(a) Initial Subscription Fee. A one-time,
non-refundable fee of $50;
(b) Listing data input fee. $25/listing collected when
listing data is submitted to HIS for input into to the database.
3.2 Payment. FS shall submit payment at effective date
of contract and upon submission of data to HIS for entry thereafter.
3.3 Taxes. All fees described herein are inclusive of
all federal, state, municipal or other governmental excise, sales taxes.
4. INDEMNIFICATION. FS shall indemnify and hold
HIS and its officers, directors, employees, agents, representatives, licensors
and shareholders harmless from and against any and all liability, damages, loss
or expense (including reasonable fees of attorneys and other professionals)
arising from any claim, demand, action or proceeding initiated by any third-party
against any of them based upon (i) FS’s breach of or default under any term or
provision of this Agreement or (ii) actions of FS that result in (a) inaccuracy
of any listing information supplied for the HIS Service by FS, (b) infringement
of any proprietary or contract right of any third party as a result of the
availability of such information through the HIS Service and (c) any violations
or claimed violations of this agreement, or any laws, including the Federal
Fair Housing Act & other similar Federal & state laws, agreements, or
contracts by the FS, invasion of privacy or any other tort claims, and causes of action or demands whether arising in
contract or tort. FS shall assist HIS, at FS's expense, in the defense or
settlement of any claim to which this indemnification obligation applies. The indemnification provided under this
agreement shall survive the termination of this agreement.
5.
TERMINATION; WITHDRAWAL; REFUSAL. This agreement shall commence upon acceptance of
license application by HIS and continue thereafter indefinitely until FS ceases
to submit listings to HIS for entry into the database or until HIS ceases to
provide listing data to websites. HIS
reserves the right to refuse listings that are unlawful, offensife, violate thrid
party rights, or are not in good taste.
HIS reserves the right to withdraw data
and return fees at any time or cancel the service to any person at any
time for any reason, subject to the obligations not to discriminate as
prohibited by law. The FS may remove active listings from the database at
anytime by so instructing HIS in writing and/or via email.
6. EXCLUSION AND
LIMITATION OF LIABILITY.
6.1
Limitations and Exclusions. NEITHER
HIS NOR ANY OF ITS AFFILIATES, SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS, REPRESENTATIVES OR LICENSORS SHALL BE LIABLE TO FS OR ANYONE ELSE FOR
ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT
FROM THE USE OF, OR INABILITY TO USE, THE HIS SERVICE, INCLUDING, BUT NOT
LIMITED TO, RELIANCE BY ANY FS OR AUTHORIZED USER ON ANY INFORMATION OBTAINED
THROUGH USE OF THE HIS SERVICE OR THAT RESULT FROM MISTAKES, OMISSIONS,
DELETIONS OR DELAYS IN TRANSMISSION OF SUCH INFORMATION, INTERRUPTIONS IN
TELECOMMUNICATIONS CONNECTIONS TO THE HIS SERVICE, VIRUSES OR FAILURES OF
PERFORMANCE, WHETHER CAUSED IN WHOLE OR PART BY NEGLIGENCE, ACTS OF GOD,
TELECOMMUNICATIONS FAILURE, THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO,
THE HIS SERVICE OR RELATED INFORMATION, RECORDS OR PROGRAMS.
6.2 Maximum Aggregate Liability. IN NO EVENT SHALL THE
LIABILITY OF HIS, ITS AFFILIATES, SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS, REPRESENTATIVES AND LICENSORS ARISING OUT OF ANY CLAIM RELATED TO THIS
AGREEMENT EXCEED THE AGGREGATE AMOUNT PAID BY FS HEREUNDER IN THE 12 MONTHS
IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
6.3 Acknowledgment. FS acknowledges that HIS 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. The FS
irrevocably waives all claims against HIS or any of its affiliates,
shareholders, officers, directors, employees, agents, representatives and
licensors for any action in connection with the HIS Service and particularly as
to acts imposing liquidated damages upon FS or revoking FS's access to the HIS
Service.
7. DISPUTE RESOLUTION. All claims, disputes and
controversies (except the non-payment of fees) and other matters in question
between the parties to this Agreement, arising out of, or relating to this
Agreement,the breach thereof, which
cannot be resolved by the parties, shall be settled by binding arbitration
pursuant to the rules then in effect of the American Arbitration Association by
a single arbitrator in Honolulu, Hawaii under its Commercial Arbitration Rules
and judgment on the award rendered by the arbitrator may be entered in any
court having jurisdiction thereof. Notwithstanding any provisions in such rules
to the contrary, the arbitrator shall have no authority to add or detract from
the agreements of the parties. FS herewith agrees to submit any disputes or
claims under this Agreement to the jurisdiction and venue of the First Circuit
Court of the State of Hawaii.
8. LEGAL FEES AND COSTS. In the event legal action or arbitration is taken
against FS, the prevailing party in such action or arbitration shall be
entitled to recover its reasonable attorney’s fees, costs, and expenses incurred
in such action or arbitration.
9. NO THIRD PARTY BENEFICIARIES. This
Agreement is entered into solely between, and may be enforced only by, HIS and
FS, and this Agreement shall not create or be construed to create any rights in
any home owner, home seller, home purchaser, board or association, or other
third parties.
10. MISCELLANEOUS. This Agreement may not be amended except by written instrument executed by both parties. This Agreement shall not be contravened by any terms contained in any purchase order, confirmation or acknowledgment signed by the parties hereto, and no modification or amendment of this Agreement shall be deemed effected by any purchase order, confirmation or acknowledgment containing other or different terms. Should any such purchase order, confirmation or acknowledgment contain additional or different terms, those terms shall be considered proposals by FS which are hereby rejected. Neither this Agreement nor any obligations or duties hereunder may be assigned or delegated by FS. This Agreement contains the entire understanding of the parties and supersedes all previous oral and written agreements on the subject hereof. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Hawaii applicable to contacts made and performed in Hawaii.
IN WITNESS
WHEREOF, the
FS hereto has executed this Agreement as of the date set forth below.
Name: _________________________________________________________________________________________
First Name Middle
Initial Last
Name Nickname
(Name as recorded with DCCA and Real Estate Commission –
Please print)
By:__________________________________________________________________
Date: ___________________________
(Signature)
Principal Broker consent: (required)
Name:
______________________________________________________________________________________________
(Name as it appears on DCCA - Please Print)
Signature:
______________________________________________________ Date:
____________________
SUBSCRIBER
INFORMATION;
INFORMATION
BELOW WILL REMAIN CONFIDENTIAL:
Home Address: ______________________________________ City: _______________________ Zip:_________
Date of Birth: _____________________________ Hi DL # ____________ -
____________ - ____________
INFORMATION
BELOW WILL APPEAR WHEREVER POSSIBLE:
Car Phone _______________________ Pager
_________________________ Voice Mail
______________________
Home Phone _____________________ Home Fax
_________________________
E-mail __________________________ URL: _________________________________________
Name of Company:
________________________________________________________________________________________________
Office Address:
___________________________________________________ City :_________________ Zip
:_______________________
Office Phone:
_____________________________________________
Office fax: ______________________________________________
Agent/Office Phone _________________________________________
Agent Office fax_________________________________________
I would like my mail to go to my office address __ Yes __ No
I would like my home phone number kept confidential __
Yes __No
Are you a member of a Board of Realtors? ___ Yes ____
No If yes, which one?
____________________________________________
Preferred listing verification method: __________ Fax __________ Email
Foreign Listing PRICING WORKSHEET
Please select the options you
are interested in and complete the far right column.
PRICE TOTALS
INITIAL SET UP FEE (One-Time)
$50.00 $50.00___
ADVERTISING _______
Listings@ $25.00 ________
Include Internet E-mail Address: _______________________________
No Charge
Use E-Mail Forwarding Address $20.00/EMAIL _________
Use
only if you don’t have an e-mail address. All email will be forwarded to you
via FAX.
FAX
NUMBER: _____________________________
Office Logo $50.00ONE
TIME CHARGE
_________
PLEASE PROVIDE LOGO. Office
Logo will appear on HIS Advertising.
Total Amount: (Make
payable to Hawaii Information Service)
$$_______
Charge
It! VISA Mastercard Number:
Expiration Date: Authorizing Signature:
My
MLS is currently providing data to the following sites. Please do NOT send my data to these sites:
_____
Realtor.com ______ HomeAdvisor ______Cyberhomes ____ Homeseekers _____ Listing
Link
_____
Yahoo! ____other (__________________) ___ other (_______________) Name Name
Please fax
or mail this completed page of the Subscription Agreement and a copy of your
real estate license to
Hawaii Information Service
680 Iwilei Road Suite 777, Honolulu, HI 96817
1-800-628-3121 voice;1-888-628-3121 fax; 1-808-599-4224; 1-808-536-6499
fax
(©) 1999 Hawaii Information
Service