Please read this document carefully. It significantly alters your legal rights and remedies.

BACKGROUND

AGREEMENT

1. You. You represent and warrant to the Boards that you are either:
   1. a member in good standing of one or more of the Boards (a “Member”); or
   2. an unlicensed assistant of a Member and: (i) you have signed an Unlicensed Assistant Agreement with the Member, the Member’s Brokerage and the Boards, and (ii) that Unlicensed Assistant Agreement is in good standing and you have permission from the Member, the Member’s Brokerage and the Boards to access the Technologies and Data; or
   3. you are a contract subscriber of one or more of the Boards and: (i) you have signed an agreement with the Board(s) permitting you to access information in the Board(s)’ database(s) (the “Contract Subscriber Agreement”), and (ii) that agreement is in good standing.
2. Licence. The Boards hereby grant you a non-exclusive, non-transferable licence (the “License”) to access and use the Data and the Technologies for the sole purpose of appraising, marketing, or facilitating the sale of properties in the normal course of your business (if you are a Member) or in the normal course of your Member’s business (if you are an assistant), in accordance with the terms and conditions of this Agreement. As between the parties, the Boards solely own the Data and Technologies, and all intellectual property rights in and to any of the Data or Technologies.
3. Rules. Whenever you access, use or otherwise deal with any of the Data or Technologies, you must comply with all of the following collectively, the “Rules”):
   1. applicable laws;
   2. applicable rules, regulations, bylaws and policies of the Boards in effect from time-to-time (including the Rules of Cooperation of the Chilliwack, Fraser Valley and Vancouver boards, the rules posted on or in the Technologies, the MLS(R) rules, and all other data access and security rules, and IDX and VOW rules), and if those rules, policies or procedures do not specifically refer to you, then you will comply with them as if you were one of the entities to whom the rules apply (such as a “third party” or a “participant” or a “board” or a “member”;
   3. applicable rules imposed by other real estate boards, assessment authorities and any third parties who have provided any of the Data or Technologies; and
   4. other rules, policies and procedures communicated by the Boards to you from time-to-time.
4. Restrictions. You must not do any of the following without the Boards’ prior written consent:
   1. reverse engineer, de-compile, hack, disable, disrupt, interfere with, disassemble, copy, decrypt, reassemble, supplement, modify, translate, adapt or enhance any of the Data or Technologies or the underlying source code of any of the Technologies;
   2. upload to or transmit from any of the Technologies anything that (if reproduced, published, transmitted or used) may:
      1. be defamatory, threatening, abusive, obscene, pornographic, harmful or invasive of anyone’s privacy,
      2. violate any law including intellectual property, privacy or other laws, or
      3. give rise to civil or other liability;
   3. upload to or transmit from any of the Technologies any data, file or software that contains a virus, Trojan horse, worm or other harmful component;
   4. use any of the Data or Technologies for spamming, other advertising, or other bulk message transmission;
   5. remove any proprietary or other notice from any of the Data or Technologies;
   6. avoid, circumvent, or disable any access control technology, security device, procedure, protocol, or technological protection mechanism that may be included or established in any of the Data or Technologies;
   7. copy, modify, distribute, disclose, upload, display, demonstrate or sub-license any of the Technologies;
   8. rent, lease, or transfer any rights in—or permit any third party to use or access—any of the Technologies; or
   9. use, copy, modify, distribute, disclose, upload, display, demonstrate or sub-license any of the Data, or create derivative works based on any of the Data, except that you may copy and distribute the Data for the sole purpose of appraising, marketing, or facilitating the sale of properties in the normal course of your business (if you are a Member) or in the normal course of your Member’s business (if you are an assistant).
5. Fees. You must pay any applicable fees set from time to time by the Boards in connection with your use of any of the Technologies, or you must immediately stop using those Technologies.
6. Statistical Information. You may only use statistical Data for the sole purpose of appraising, marketing, or facilitating the sale of properties in the normal course of your business (if you are a Member) or in the normal course of your Member’s business (if you are an assistant). If you use any statistical Data in your promotional materials, you must clearly acknowledge the source of those materials in your promotional materials.
7. Confidentiality and Privacy. You must keep all Data confidential, except to the extent that you are permitted to disclose that data by the Boards. You must not collect, use or disclose any third party’s personal information without their consent unless you are otherwise permitted by law to do so.
8. Your Privacy and Electronic Message Consent. You consent to the Boards’ collection, use and disclosure of your personal information for the purposes of: (a) communicating with you (including via email, instant messaging, telephone and other electronic communications) regarding the Data, Technologies or this Agreement, (b) tracking and confirming your compliance with this Agreement; and (c) providing services in respect of the Technologies.
9. Termination and Suspension. In addition to any other available remedies, the Boards may suspend or terminate the License and your access to the Data or Technologies: (a) if you fail to comply with any of the terms or conditions in this Agreement, or if any of your representations or warranties to the Boards is or become untrue; or (b) as permitted by applicable Rules; or (c) if you cease to be a Member in good standing; or (d) if you are an assistant and your Member ceases to be a Member in good standing, or you cease to be an employee of your Member, or your Unlicensed Assistant Agreement is terminated or expires; (e) if, in the Boards’ sole discretion, your continued access interferes in any way with the operation of any of the Boards or their members, or compromises the integrity of the Data, Technologies or intellectual property rights therein or thereto; or (f) if you are a contract subscriber and your Contract Subscriber Agreement is terminated or expires; or (g) for convenience by giving you 30 days’ written notice of termination.
10. Effect of Termination. Upon termination of the Licence with respect to any of the Data and Technologies, you will immediately cease all use of that portion of the Data and Technologies, and you will permanently delete all copies of the Data and Technologies in your possession or control.
11. Equipment. You will be solely responsible for obtaining all computer equipment and internet connections required to access the Data and Technologies. The Boards will not be responsible for the workings or failures of your computer equipment, network, software or Internet access.
12. Passwords and Keys. You will maintain the confidentiality and security of all usernames, passwords and access keys issued to you (collectively, the “Access Codes”). Without limiting the previous sentence, you must not give any of your Access Codes to any service provider or other third party, and you must not allow any service provider or other third party to obtain any of your Access Codes. You will immediately notify the Boards in writing if you become aware of any unauthorized use of any of your Access Codes or any other security breach regarding the Data or Technologies. You will be responsible for all activities conducted under your Access Codes. The Boards may revoke a username, password or access key at any time for any reason, and you will immediately comply with the Boards’ request to stop using that username, password and key.
13. Modifications. From time to time, the Boards may in their sole discretion add new features to the Data and Technologies, remove existing features from the Data and Technologies, or otherwise modify or change the Data and Technologies (including their functionality, visual design, “look-and-feel”, universal resource locators and software components). The Boards may also modify this agreement by posting a modified version if it on rebgv.ca or by giving you a copy of the modified agreement. The modifications will be effective upon posting or after you have been given a copy of them; however, the Boards may also require you to explicitly accept the modifications before granting you continued access to the Technologies.
14. Disclaimer. THE DATA AND TECHNOLOGIES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE DATA MIGHT NOT BE ACCURATE OR CORRECT, AND YOUR ACCESS TO THE DATA AND TECHNOLOGIES MIGHT BE INTERRUPTED. FURTHERMORE, THE DATA AND TECHNOLOGIES MAY BE UNAVAILABLE FROM TIME-TO-TIME DUE TO ROUTINE MAINTENANCE, UPGRADES, HARDWARE AND SOFTWARE MALFUNCTIONS, REPAIRS, POWER OUTAGES, HACKERS, DENIAL OF SERVICE ATTACKS AND UNFORESEEABLY LARGE SERVICE DEMANDS. THE BOARDS DISCLAIM ALL TERMS, CONDITIONS, GUARANTEES, REPRESENTATIONS AND WARRANTIES (EXPRESS, IMPLIED, STATUTORY AND OTHERWISE), IN RESPECT OF THE DATA AND TECHNOLOGIES, INCLUDING THOSE OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.
15. Limitation of Liability. YOU USE THE DATA AND TECHNOLOGIES AT YOUR OWN RISK. THE BOARDS WILL NOT BE LIABLE TO YOU FOR ANY LOSS SUFFERED IN CONNECTION WITH THE USE OF, OR INABILITY TO USE, THE DATA AND TECHNOLOGIES. WITHOUT LIMITING THE PREVIOUS SENTENCE, THE BOARDS WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES IN CONNECTION WITH THE DATA OR THE TECHNOLOGIES.
16. Maximum Liability. IF, DESPITE THE ABOVE LIMITATIONS, THE BOARDS BECOME LIABLE TO YOU IN RESPECT OF THE DATA OR TECHNOLOGIES, THAT LIABILITY WILL BE LIMITED TO THE FEES YOU PAID TO THE BOARDS FOR YOUR USE OF THE DATA AND TECHNOLOGIES IN THE 3 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.
17. Indemnity. YOU WILL INDEMNIFY THE BOARDS AND HOLD THE BOARDS HARMLESS FROM AND AGAINST ALL DAMAGES, INJURIES, LIABILITIES, COSTS, EXPENSES AND LEGAL FEES THAT THE BOARDS MAY INCUR IN CONNECTION WITH YOUR USE OF THE DATA AND TECHNOLOGIES OR YOUR BREACH OF ANY OBLIGATION, REPRESENTATION OR WARRANTY IN THIS AGREEMENT. IF YOU ARE A MEMBER OF ONE OR MORE OF THE BOARDS (OR IF AT THE TIME OF THE DAMAGE/INJURY/LIABILITY YOU WERE A MEMBER OF ONE OR MORE OF THE BOARDS) YOU WILL ALSO INDEMNIFY THE BOARDS AND HOLD THE BOARDS HARMLESS FROM AND AGAINST ALL DAMAGES, INJURIES, LIABILITIES, COSTS, EXPENSES AND LEGAL FEES THAT THE BOARDS MAY INCUR IN CONNECTION WITH YOUR ASSISTANTS’ USE OF THE DATA AND TECHNOLOGIES OR YOUR ASSISTANTS’ BREACH OF ANY OBLIGATION, REPRESENTATION OR WARRANTY IN THIS AGREEMENT.
18. Intellectual property. As between you and the Boards, the Boards or their licensors own all right, title and interest in the Technologies and Data, all modifications and additions thereto, and all intellectual property therein. For greater certainty, the Boards’ intellectual property under section 18 does not include (and the Member retains ownership of) the domain names, website addresses, web page addresses, URLs, trade-marks, copyrighted works and confidential information that were both: (a) created by the Member, and (b) not based upon, derived in whole or in part from, or confusing with any of the Technologies, Data or other property owned by the Boards
19. Governing law. This Agreement will be governed by and construed in accordance with the laws in effect in British Columbia. You consent to the exclusive jurisdiction of the British Columbia courts for hearing any disputes arising under or in relation to this Agreement.
20. General. Waiver: No waiver, delay, or failure to act by the Boards regarding any particular default or omission will prejudice or impair any of the Boards’ rights or remedies regarding that or any subsequent default or omission. Entire Agreement: This Agreement, the Rules, all applicable Unlicensed Assistant Agreements, and all applicable Contract Subscriber Agreements, supersede all prior agreements of the parties regarding the Data and Technologies, and constitute the whole agreement with respect to that subject matter. Conflicting Agreements: If there is a conflict between any of the above agreements involving you, the conflict will be resolved by giving precedence to the documents in the following order (with the first document having precedence): (a) the Unlicensed Assistant Agreement, (b) this Agreement, and (c) the Contract Subscriber Agreements. Assignment and Sublicensing: You may not assign or sublicense this Agreement or any of your rights under this Agreement without our prior written consent, which may be withheld without cause. Enurement: This Agreement will enure to the benefit of and be binding upon the parties and their lawful successors and permitted assigns. Force Majeure: No party will be liable for any non-performance or delay in performance by that party that is due wholly or in part to fire, flood, any act of God, riot, act of war (whether or not declared), terrorism, change in law or any other cause beyond the reasonable control of the party.