iHomefinder Terms of Service

These Terms of Service (this “Agreement”) are between you, referred to as “Subscriber,” and iHomefinder Inc. (“iHOMEFINDER”), a California corporation located at 590 Pearl St., Ste. 300, Eugene, OR 97401. This Agreement governs your access to and use of iHOMEFINDER’s software and services (the “Software and Services”). Each of iHOMEFINDER and Subscriber is sometimes referred to as a “Party” and collectively as the “Parties.” Whereas, the Parties intend that iHOMEFINDER will make available, and Subscriber will receive access to, iHOMEFINDER’s real estate website technology and hosted display of licensed Multiple Listing Service® (“MLS®”) System content on Subscriber’s website in accordance with Subscriber’s MLS® Internet Data eXchange (“IDX”) program and under applicable MLS® rules, regulations, and policies. By accessing or using the Software and Services, you accept and agree to be bound by the terms of this Agreement.

1. Access Rights and License Grant

1.1 Grant of Rights. Subject to Subscriber’s ongoing compliance with this Agreement, iHOMEFINDER grants Subscriber a limited, personal, non-exclusive, non-sublicensable, non-transferable right and license, in the region served by the MLS® of which Subscriber is a member in good standing, during the Term, under iHOMEFINDER’s intellectual property rights, to access and use the Software and Services (the “IDX website technology”) solely for operating a website and displaying MLS® content to consumers.

1.2 URL Limitation. Subscriber may use the Software and Services in connection with one Internet universal resource locator (URL), unless otherwise agreed in writing by iHOMEFINDER.

1.3 MLS Membership and Authorization. To qualify for the Software and Services, Subscriber’s designated broker of record must be able and willing to authorize Subscriber, in writing, to operate a website displaying MLS® content to consumers, and Subscriber must maintain all required MLS® approvals and credentials.

1.4 Term of License; Revocation. The license granted under this Section 1 commences on the Effective Date and continues for the Term defined in Section 2. The license will be automatically revoked if Subscriber fails to comply with this Agreement or Subscriber’s MLS® agreements. iHOMEFINDER may terminate this Agreement immediately upon notice for any material MLS® violation or other material breach as set forth in Section 2.

1.5 Internet Access; Computers; Equipment. Subscriber shall, throughout the Term, arrange to obtain, at its cost, such internet access, computer terminals, and other equipment as shall at all times be sufficient to access the Software and Services.

2. Term and Termination

2.1 Term. This Agreement begins on the Effective Date. It continues for a period of one month for month-to-month accounts, or twelve months for annual accounts (the “Term”), and will automatically renew for successive periods of the same length unless either Party provides written notice of non-renewal at least thirty days before the end of the then-current Term.

2.2 Termination for Cause or Convenience. This Agreement may be terminated as follows:

1. Either Party may terminate upon written notice if the other Party materially breaches this Agreement and does not cure the breach within thirty calendar days after receiving written notice describing the breach.
2. Either Party may terminate immediately upon written notice if the other Party files or becomes the subject of any bankruptcy or insolvency proceeding, makes an assignment for the benefit of creditors, becomes generally unable to pay its debts as they come due, or has a receiver, trustee, or similar official appointed for a substantial portion of its assets.
3. iHOMEFINDER may terminate immediately upon notice in the event of an MLS® violation or loss of required MLS® approvals related to Subscriber’s use of the Software and Services.

2.3 Effect of Termination; Fees. If Subscriber terminates this Agreement before the end of the then-current Term, Subscriber will not be entitled to any refund of fees paid in advance unless otherwise required by law. Upon termination or expiration, Subscriber’s access to the Software and Services will cease, and the license granted in Section 1 will immediately terminate.

3. Ownership

Subscriber acknowledges (a) that this Agreement does not convey to Subscriber any license or other right in or to the software or hardware utilized by iHOMEFINDER in providing the Software and Services; (b) that all such software and hardware are and shall remain the sole and exclusive property of iHOMEFINDER; and (c) that the only right granted to Subscriber hereunder is the right to obtain access to the Software and Services, in consideration of the fees provided for herein and subject to the other terms and conditions of this Agreement. iHOMEFINDER is and remains the sole and exclusive owner of all right, title, and interest in and to the Software and Services, the IDX website technology, all related intellectual property rights, and all enhancements, modifications, and improvements, including any created in connection with Subscriber’s use or feedback. Except for the limited license expressly granted in this Agreement, no rights are granted to Subscriber.

4. Fees and Payment

4.1 Fees. In exchange for the rights granted under this Agreement, Subscriber shall pay iHOMEFINDER the fees for the Software and Services selected by Subscriber in accordance with iHOMEFINDER’s then-current published fee schedule, order form, or other written agreement. Subscriber authorizes iHOMEFINDER to automatically charge Subscriber’s designated payment method (such as credit card) for the applicable monthly or annual amounts when due.

4.2 Fee Changes. iHOMEFINDER may adjust its fees from time to time. Any increase will become effective no sooner than thirty days after written notice to Subscriber.

4.3 Setup and Development Fees. Setup and development fees are due and payable in full upon Subscriber’s execution or acceptance of this Agreement. Setup and development fees are non-refundable and may include administrative account setup and MLS® paperwork processing.

4.4 Service Fees. Monthly or annual service fees begin upon execution or acceptance of this Agreement. A prorated service fee may apply for the remainder of the calendar month in which the Effective Date falls, with regular service fees commencing on the first of the following month. Service fees are non-refundable if Subscriber cancels before the end of the Term.

If Subscriber selects a managed service package, Subscriber agrees to maintain that package for at least three months, unless otherwise specified.

4.5 MLS®-Imposed Fees. iHOMEFINDER may charge and collect from Subscriber any fees imposed on iHOMEFINDER by any MLS® system used by Subscriber, allocated on a reasonable basis.

4.6 Past Due Accounts; Charges.

1. An account is past due if payment has not been received within one month after the due date. Past due balances will incur a finance charge of 1.5 percent per month (or the maximum allowed by law, if lower) on the unpaid balance, plus any fees charged to iHOMEFINDER by payment processors.
2. iHOMEFINDER shall charge any third-party fees for each declined or returned payment.
3. iHOMEFINDER may suspend Subscriber’s access to the Software and Services for failure to pay amounts when due. Suspended accounts may be reactivated when all overdue amounts and any applicable reactivation fees are paid. Payment of a reactivation fee does not waive or settle other outstanding obligations.

4.7 Payment Details. iHOMEFINDER may keep Subscriber’s payment details, such as card number and expiration date, on file to facilitate recurring billing. Subscriber is responsible for keeping payment details current. Where details change or expire, iHOMEFINDER may obtain updated payment information from payment providers and continue billing the updated payment method. Subscriber agrees that iHOMEFINDER may charge Subscriber’s payment method on file if Subscriber restarts an account.

4.8 Taxes. Subscriber shall pay any sales, use, excise, value added, and other taxes and duties however designated that are levied by any taxing authority relating to the Software and Services to the extent Subscriber is obligated to pay such sums under applicable law. In no event shall Subscriber be responsible for taxes based upon the income of iHOMEFINDER.

5. Disclaimer of Warranties

Subscriber understands and agrees that use of the Software and Services is at Subscriber’s sole risk.

To the maximum extent permitted by law:

1. iHOMEFINDER and its employees, officers, directors, affiliates, and agents do not warrant that access to or use of the Software and Services will be uninterrupted, error free, or secure, or that agreed security measures will prevent all unauthorized access or interception of information.
2. iHOMEFINDER does not control the source or quality of any MLS® data or data feeds and does not guarantee the accuracy or completeness of MLS® data provided through the Software and Services.
3. The Software and Services, and any content or materials obtained through them, are provided on an “as is” and “as available” basis. Any materials downloaded or otherwise obtained through use of the Software and Services are obtained at Subscriber’s own discretion and risk, and Subscriber is solely responsible for any damage or data loss that may result.
4. iHOMEFINDER expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, and non-infringement.
5. iHOMEFINDER does not warrant that the Software and Services will meet Subscriber’s requirements, that they will be uninterrupted, timely, secure, or error free, that results from their use will be accurate or reliable, that the quality of any products, services, information, or other material obtained will meet Subscriber’s expectations, or that any errors will be corrected.

6. Limitation of Liability

6.1 Exclusion of Certain Damages. To the fullest extent permitted by law, neither Party will be liable to the other for any indirect, incidental, consequential, special, punitive, or exemplary damages arising out of or related to this Agreement, including loss of profits, revenue, business, goodwill, or data, regardless of whether such claim arises in contract, in tort or otherwise, even if advised of the possibility of such damages. neither party may asseRt any claim against the other more than one year after such claim accrued.

6.2 Force Majeure. Neither Party is liable for delay or failure to perform to the extent caused by events beyond its reasonable control, including without limitation, any damage or loss arising out of (a) acts or omissions of Subscriber or third parties, or (b) any failure or delay in providing the Software and Services resulting from acts of God, power outages, failure of communication lines, internet failure, or similar occurrence, or (c) any failure or inability of a data source to furnish data, or (d) any failure or unavailability of MLS® data feeds, or (e) any legal or regulatory restrictions or labor disputes, or (f) any failures of third-party facilities or acts of terrorism.

6.3 Liability Cap. Except for amounts that cannot be limited under applicable law, the maximum aggregate liability of either Party to the other for all claims arising out of or related to this Agreement will not exceed the total amounts paid by Subscriber to iHOMEFINDER during the ninety days immediately preceding the event giving rise to the claim. Multiple claims will not increase this cap.

6.4 Exclusions from Limitations. The limitations in this Section 6 do not apply to infringement or misappropriation of iHOMEFINDER’s or an MLS®’s intellectual property rights, or to Subscriber’s payment obligations.

6.5 Damages for Unauthorized MLS® Use. Subscriber acknowledges that damages suffered by iHOMEFINDER from unauthorized access to or display of MLS® content, or from violations of MLS® rules, are speculative and difficult to quantify. As a material inducement for iHOMEFINDER to enter into this Agreement, Subscriber agrees that, in the event of such a violation, Subscriber will be liable for damages in an amount reasonably determined by iHOMEFINDER (for example, a fixed amount per violation), in addition to any other rights or remedies available at law or in equity.

7. Indemnification

Each Party will, upon written request, indemnify and hold the other Party and its affiliates, subsidiaries, directors, officers, employees, agents, and licensors harmless from and against all third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ and experts’ fees) arising out of:

1. The indemnifying Party’s material breach of this Agreement.
2. The indemnifying Party’s violation of any applicable law.
3. The indemnifying Party’s gross negligence or willful misconduct.
4. d. Allegations that Subscriber’s use of iHOMEFINDER’s products, services, content, or materials as authorized by this Agreement infringes or violates any third party’s intellectual property or rights of personality, publicity, or privacy.

The Party seeking indemnification will promptly notify the indemnifying Party of any covered claim and will reasonably cooperate in the defense or settlement. The indemnifying Party may control the defense and settlement of the claim, provided no settlement adversely affects the indemnified Party without its prior written consent. The indemnified Party may participate in the defense at its own expense.

8. Confidentiality

8.1 Information of Parties.

1. Definitions. For purposes of this Section 8.1, the following definitions shall apply (i) “Subscriber Information” means: (A) confidential plans, customer lists, and other proprietary materials of Subscriber; and (B) any information or data provided by Subscriber in connection with its use of the Software and Services. (ii) “iHOMEFINDER Information” means: (A) confidential plans, information, research, development, trade secrets, business affairs, and other proprietary material of iHOMEFINDER; and (B) iHOMEFINDER’s proprietary computer programs, including software, documentation, and all data, code, techniques, algorithms, methods, logic, architecture, and designs embodied or incorporated therein. (iii) “Information” means Subscriber Information and iHOMEFINDER Information.
2. Exclusions. Notwithstanding anything herein to the contrary, no obligation of confidentiality shall apply to (i) any Information that the receiving Party (“Recipient”) (A) already possesses without obligation of confidentiality; (B) develops independently; or (C) rightly receives without obligation of confidentiality from a third party or (ii) any Information that is, or becomes, publicly available without breach of this Agreement. Without limiting the generality of the foregoing, the Parties agree that all changes, enhancements, additions, and alterations to the Software and Services made by or at the direction of iHOMEFINDER at the suggestion or request of Subscriber shall become the sole property of iHOMEFINDER.
3. Obligations. Recipient agrees to hold as confidential all Information it receives from the disclosing Party (“Discloser”). All such Information shall remain the property of the Discloser. Recipient shall use the same care and discretion to avoid disclosure of Information as it uses with its own similar confidential information that it does not wish disclosed, but in no event less than a reasonable standard of care. Recipient may use Information for purposes of performing its obligations or exercising its rights under this Agreement. Recipient may disclose Information to (i) employees and employees of affiliates who have a need to know; (ii) any other party with Discloser’s written consent; and (iii) to the extent required by law or legal process. However, in the event of a legally required disclosure, Recipient agrees to give Discloser prompt notice thereof so that it may seek a protective order. The provisions of this Section shall survive any termination or expiration of this Agreement.

8.2 Confidentiality of this Agreement. iHOMEFINDER and Subscriber agree to keep confidential the prices, terms and conditions of this Agreement, without disclosure to third parties.

9. Miscellaneous

9.1 Party Representations and Warranties. Each Party represents and warrants that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction, that it has the full power and authority to enter into and perform this Agreement, and that this Agreement is a legal, valid, and binding obligation enforceable in accordance with its terms.

9.2 Technical Support. During the Term, iHOMEFINDER will make available technical support to Subscriber during normal business hours, subject to iHOMEFINDER’s support policies, using personnel with appropriate knowledge of the Software and Services.

9.3 Subscriber MLS® Compliance. Subscriber represents and warrants that it is, and covenants that it will remain during the Term, a member in good standing and in full compliance with the rules and regulations of each MLS® whose data iHOMEFINDER displays on Subscriber’s IDX website. Subscriber must notify iHOMEFINDER within three days of any change in MLS® membership status, broker affiliation, website URL, website design, or website provider. MLS® compliance is Subscriber’s sole responsibility. Subscriber will indemnify iHOMEFINDER against any claims arising from Subscriber’s failure to comply with MLS® rules.

9.4 Subscriber Account Information; Confidentiality. iHOMEFINDER will create and maintain account records for Subscriber, including identifying details, services, and payment records, and will use reasonable efforts to maintain the confidentiality of Subscriber’s confidential information, subject to this Agreement. iHOMEFINDER may share Subscriber account and end-user information with MLS® organizations and related third-party service providers under confidentiality obligations.

9.5 Fair Usage. To preserve quality of service, iHOMEFINDER may charge additional usage fees, modify service configurations, or terminate this Agreement if Subscriber’s use exceeds what iHOMEFINDER reasonably considers normal and intended use of the Software and Services.

9.6 Third Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. No third party is intended to be a beneficiary of this Agreement.

9.7 Dispute Resolution. The Parties will attempt in good faith to resolve any dispute regarding this Agreement through mediation in Alameda County, California, with mediation costs shared equally and each Party bearing its own attorneys’ fees. If mediation is unsuccessful, the dispute will be resolved by binding arbitration in Alameda County, California, in accordance with the rules of the American Arbitration Association. Notwithstanding the foregoing, each Party shall have the right to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after, or during the pendency of any dispute. The institution and maintenance of an action for judicial relief or pursuit of a provision or ancillary remedy shall not constitute a waiver of the right of either Party to submit the controversy or claim to dispute resolution if the other Party contests such action for judicial relief.

9.8 Construction. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the provision will be modified to reflect the Parties’ original intent as closely as permitted by law, and the remaining provisions will remain in full force and effect. Headings are for convenience only and do not affect interpretation.

9.9 Independent Contractors. The Parties are independent contractors. This Agreement does not create any partnership, joint venture, employment, or agency relationship.

9.10 Attorneys’ Fees. If any legal action or proceeding is brought to enforce or interpret this Agreement, the prevailing Party is entitled to its reasonable attorneys’ fees and costs.

9.11 Assignment. Neither Party may assign this Agreement or any of its rights or obligations without the prior written consent of the other Party, except that either Party may assign this Agreement to a successor in connection with a merger, acquisition, or sale of substantially all of its assets.

9.12 Governing Law. This Agreement is governed by and will be construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.

9.13 Waiver. Any waiver of a breach of this Agreement must be in writing and will not operate as a waiver of any other breach.

9.14 Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings.

9.15 Survival.

All rights and obligations of the Parties under this Agreement that, by their nature, do not terminate with the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement.

10. DMCA Compliance

iHOMEFINDER respects copyright protections. Subscriber’s use of iHOMEFINDER services is subject to iHOMEFINDER’s Digital Millennium Copyright Act (DMCA) Notice, which is incorporated by reference. Subscriber must ensure that neither Subscriber nor its employees, representatives, or agents upload or distribute any copyright-infringing text, photos, or other materials through the Software and Services. Subscriber hereby indemnifies, defends and holds iHOMEFINDER harmless from any damages, claims, or expenses arising from alleged or actual copyright infringement related to Subscriber’s use of the Software and Services.

11. AI Features and Social Media Posting

11.1 AI Features and AI Content. The Software and Services may include functionality that utilizes artificial intelligence or similar technologies (“AI Features”) to generate suggested text, images, or other content (“AI Content”).

11.2 Responsibility for Review and Use. Subscriber is solely responsible for reviewing, editing, and determining the suitability of any AI Content before using, publishing, or distributing it. Subscriber should not rely on output of AI Content as a sole source of truth or factual information. iHOMEFINDER does not warrant the accuracy, completeness, or appropriateness of any AI Content, and all use of AI Content is at Subscriber’s sole risk.

11.3 Compliance with Laws and Platform Policies. Subscriber must ensure that its use of AI Features and AI Content complies with all applicable laws, rules, and regulations, as well as the terms, conditions, and policies of any third-party platforms, including social media, advertising, and blogging services.

11.4 Allocation of Risk; Disclaimer. To the maximum extent permitted by law, iHOMEFINDER disclaims all liability arising out of or relating to AI Features, AI Content, or Subscriber’s use thereof, including claims of infringement, defamation, misrepresentation, misleading or inaccurate statements, or violations of third-party rights. These disclaimers are in addition to, and not in limitation of, the disclaimers and limitations in Sections 5 and 6.

11.5 Indemnification. In addition to Subscriber’s other indemnification obligations under this Agreement, Subscriber hereby indemnifies, defends and holds harmless iHOMEFINDER, its affiliates, and their respective officers, directors, employees, and agents from and against all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to: a. Subscriber’s use of AI Features or AI Content, or b. any AI Content or other content Subscriber publishes, posts, or otherwise distributes.

11.6 Third-Party Services and Platforms. AI Features may enable interaction with or publication to third-party platforms (for example, Facebook, LinkedIn, or other social or blogging services). iHOMEFINDER does not control those platforms and provides any access on an “as is” and “as available” basis. Subscriber’s use of third-party platforms is governed solely by the applicable third-party terms and policies. iHOMEFINDER is not responsible or liable for the availability, performance, policies, or conduct of any third-party platforms.