Member Listing Service – Yachtbroker.org

 

CONTRACT: Access to Broker Reciprocity data feeds

 

Note: This form is a legally binding contract between you and IYBA for access to the YachtBroker.org Member Listing Service. (MLS) Under MLS Rules, if a Participant is qualified to be a Yacht Broker Reciprocity Participant (YBRP), then the Participant is presumed to participate in the Yacht Broker Reciprocity Program (YBR Program). See the MLS Rules and Regulations for further details. This form/contract must be filled out completely and signed by the Participant or Participant’s designee authorized to bind the Firm. There are no exceptions. Once it is completed and signed, fax or mail it to IYBA Attn: Yachtbroker.org MLS 1845 Cordova Road Suite 205, Fort Lauderdale, FL 33316 or Fax: 1-954-764-0697. An authorized representative of IYBA will sign the contract and return a copy to you with information on how to access the data feed.

 

RECITALS

 

  1. This AGREEMENT is made and entered into by and among YachtBroker.org Member Listing Service (“Yachtbroker.org MLS”), the yacht brokerage firm whose name and contact information appear on the signature page of this Agreement designated “Firm Information and Signature” (the ‘Firm”), and the companies/individuals whose names and contact information appear on the signature pages of this Agreement designated “Consultant Information and Signature” (collectively, “the Consultants”), if any.
  2. Firm wishes to obtain, and Yachtbroker.org MLS wishes to provide, certain vessel data for display on Firm’s Web Site, including the listing data of other yacht brokerages participating in Yachtbroker.org MLS Firm may wish to engage Consultants, i.e., other companies or individuals who are not employees of Firm, to perform data downloading, manipulation, and formatting, as well as programming and web design.

 

DEFINITIONS

 

  1. For purposes of this Agreement, the following terms shall have the meanings set forth below.

 

Yacht Broker Reciprocity Data or YBR Data: The current aggregate compilation of all active listings of all Yacht Broker Reciprocity Participants except those listings that the seller has declined to allow the YBR Participant to display as part of the YBR Data.

 

Yacht Broker Reciprocity Participant or YBRP: A Participant who gives permission to other Participants to display its active listings on their web sites in return for their permission to advertise their listings on its web site.

 

Firm Website: A website on the World Wide Web wholly owned or exclusively controlled by a Participant that promotes the products or services of the Participant’s yacht brokerage or appraisal firm, and on which YBR Data is accessible to website visitors.

 

Intellectual Property Rights: Intangible property rights including copyright, trademark, patent, trade secret, trade dress, fair competition, and contract rights prohibiting unauthorized disclosure, copying, or use of data.

 

Yachtbroker.org MLS Computer System: Computer hardware and software owned by, or licensed to, Yachtbroker.org MLS that contains vessels for sale information in electronic format, including, but not limited to, YBR Data, that is accessible to, and usable by Participants for purposes permitted under Yachtbroker.org MLS’ Rules and Regulations and other policies and procedures.

 

Member Listing Service or MLS: A means for collecting and disseminating information about vessels for sale that is or has been for sale to be used by yacht brokers to make offers of cooperation and compensation to each other, and a means to provide data processing, technical support, consulting, and other information technology services to yacht brokers and appraisers in connection with the sale and valuation of vessels for sale.

 

Rules: The Rules and Regulations promulgated by Yachtbroker.org MLS, as amended from time to time, and any other Yachtbroker.org MLS operating policies relating to the YBR Data and YBRPs.

 

Participant: Yacht broker offices (whether an entity or sole proprietorship) represented by a yacht broker (principal broker) who is a principal, partner, or corporate officer, or branch office manager acting on behalf of the principal and has an active yacht broker’s license, where applicable.

 

Participant Data: Data relating to vessels for sale, previously sold or listed for sale, including YBR Data, and data relating to Participants that are entered into the Yachtbroker.org MLS Computer System by Participants.

 

YACHTBROKER.ORG MLS’ COVENANTS

 

  1. During the term of this Agreement, Yachtbroker.org MLS grants to Firm a non-exclusive and limited license to:
  2. display the YBR Data on Firm’s Web Site, and
    b. copy the YBR Data to the extent necessary to deliver the YBR Data to consumers from Firm’s Web Site.
  3. During the term of this Agreement, Yachtbroker.org MLS agrees to provide to Firm and its Consultants:
  4. access to the YBR Data via the Internet using File Transfer Protocol (“FTP”), or other method approved by
    Yachtbroker.org MLS, under the same terms and conditions MLS offers to other YBRPs;
    b. seven (7) days’ advance notice of changes to the file and record formats of the YBR Data; and
    c. seven (7) days’ advance notice of changes to the Rules affecting Yacht Broker Reciprocity

 

FIRM’S COVENANTS

 

  1. Firm shall always comply with the Rules.
  2. Firm acknowledges and agrees that, as between Firm and Yachtbroker.org MLS, Yachtbroker.org MLS owns all Intellectual Property Rights in or to the YBR Data, Participant Data, and any other data, information or content accessible from the Yachtbroker.org MLS Computer System. Firm shall not contest Yachtbroker.org MLS’ Intellectual Property Rights claims nor assist others in doing so. Firm shall cooperate with Yachtbroker.org MLS on reasonable terms and conditions in any efforts by Yachtbroker.org MLS to enforce its Intellectual Property Rights against actual or potential infringers.
    8. Firm shall comply with the requirements relating to Confidential Information set forth below.
  3. In the event that Firm desires to make available to any third party the YBR Data other than as permitted by the Rules, or the Confidential Information, Firm shall require such third party to execute this Agreement and become a Consultant.
  4. If Yachtbroker.org MLS notifies Firm of a breach of the Rules, or of this Agreement, and Firm does not immediately cure such breach, Firm agrees that Yachtbroker.org MLS may seek cure from the Consultants, or any one of them. Firm agrees that Yachtbroker.org MLS may immediately terminate the Firm’s or the Consultant’s access to the data feed, or the ability to frame the Yachtbroker.org MLS Website, whichever is applicable, until the breach is cured.
  5. Firm shall notify Yachtbroker.org MLS of any change to the information relating to Firm on the Firm Information and Signature page below within five (5) business days after the facts giving rise to the change occur.
  6. Firm shall defend, indemnify and hold harmless Yachtbroker.org MLS from any claims or demands asserted by third parties based upon Firm’s display of YBR Data on the Firm Web Site, including any judgments, damages, interest, penalties, attorney’s fees at all levels, and litigation costs and expenses.

 

CONSULTANT’S OBLIGATIONS

 

  1. If Yachtbroker.org MLS notifies Firm of a breach of the Rules or of this Agreement and Firm does not immediately cure such breach, Yachtbroker.org MLS may require Consultant to cure any such breach that is within Consultant’s control. Consultant agrees to cooperate with Yachtbroker.org MLS and act immediately upon notification from Yachtbroker.org MLS of an uncured breach. Consultant agrees that Yachtbroker.org MLS may immediately terminate the Consultant’s access to data feed, or the ability of the Consultant to frame the Yachtbroker.org MLS Website, whichever is appropriate, until the breach is cured.
  2. Each Consultant acknowledges and agrees that, as between Consultant and Yachtbroker.org MLS, Yachtbroker.org MLS owns all Intellectual Property Rights in or to the YBR Data, the Participant Data, and any other data, information or content accessible from the Yachtbroker.org MLS Computer System. Consultant shall not contest Yachtbroker.org MLS’ Intellectual Property Rights claims nor assist others in doing so. Consultant shall cooperate with Yachtbroker.org MLS on reasonable terms and conditions in any effort by Yachtbroker.org MLS to enforce its Intellectual Property Rights against actual or potential infringers.
  3. Each Consultant shall comply with the requirements relating to Confidential Information set forth below.
  4. Each Consultant shall notify Yachtbroker.org MLS within five (5) business days of any change to the information relating to it on the Consultant Information and Signature page below.

 

CONFIDENTIAL INFORMATION

 

  1. Each Consultant shall defend, indemnify and hold harmless Yachtbroker.org MLS from any claims or demands by third parties arising from Consultant’s access to and use of YBR Data on behalf of Firm, including any judgments, damages, interest, penalties, attorney’s fees at all levels, and litigation costs and expenses.
  2. “Confidential Information” is information or material proprietary to Yachtbroker.org MLS or designated “Confidential” by Yachtbroker.org MLS and not generally known to the public, to which Firm or Consultants or any one of them (the “Receiving Party”) may obtain access because of this Agreement. Confidential Information includes, but is not limited to, the following types of Information and other information of a similar nature (whether in oral, visual, audio, written or other form):
  3. all Participant Data, except the YBR Data that this Agreement and the Rules permit to be disclosed;
    b. all documentation and other tangible or intangible discoveries, ideas, concepts, designs, drawings, specifications,
    models, information;
    c. software, source code, object code, diagrams, flow charts;
    d. techniques, procedures;
    e. IP addresses, access codes, and passwords; and
    f. any information that Yachtbroker.org MLS obtains from any third party that Yachtbroker.org MLS treats as proprietary or designates as Confidential information, whether or not owned or developed by Yachtbroker.org MLS

The Confidential Information does not include information that:

  1. is in the public domain at the time of disclosure;
    b. is known to the Receiving Party at the time of disclosure;
    c. is used or disclosed by the Receiving Party with the prior written consent of Yachtbroker.org MLS, to the extent of such consent;
    d. becomes known to the Receiving Party from a source other than Yachtbroker.org MLS without breach of this Agreement by the Receiving Party and provided that such source is not known by the Receiving Party to be bound by a confidentiality agreement with Yachtbroker.org MLS; or
    e. is required to be disclosed by judicial order or other compulsion of law, provided that the Receiving Party provides to Yachtbroker.org MLS prompt notice of any such order.
    The Receiving Party acknowledges that as between the Receiving Party and Yachtbroker.org MLS, all Intellectual Property Rights in or to the Confidential Information remain at all times with Yachtbroker.org MLS.
  2. Restrictions on Use – Scope of Use. The Receiving Party will use or access the Confidential Information only as expressly permitted under this Agreement and the Rules and the Receiving Party will not use its access or the Confidential Information for any other purpose. The Receiving Party will employ measures to protect the Confidential Information from unauthorized disclosure to the same extent as it protects its own trade secrets, but in no event using less than reasonable care.

    20. Restrictions on Use Unauthorized Uses. The Receiving Party will not make copies of the Confidential Information. The Receiving Party will not directly or indirectly disclose, display, provide, transfer or otherwise make available the Confidential Information to any person or entity, unless the Receiving Party has received prior written consent of Yachtbroker.org MLS, which Yachtbroker.org MLS may grant, condition or withhold in its sole discretion. At no time and under no circumstances will the Receiving Party reverse engineer, decompile, or disassemble any software constituting or containing any Confidential Information. The Receiving Party will not incorporate the Confidential Information into any other work or product.

  3. Restrictions on Use – No Third-Party Access. Only the Receiving Party’s own employees will access the Confidential Information. The Receiving Party will not provide access to the Confidential Information to third parties, including consultants or independent contractors, without prior written consent from Yachtbroker.org MLS, which Yachtbroker.org MLS may grant, withhold or condition in its sole discretion. If Yachtbroker.org MLS grants consent, the Receiving Party will execute an agreement with the third party that imposes on the third party a confidentiality obligation that is at least as strict as is imposed by this Agreement on the Receiving Party.
  4. Restrictions on Use Location restriction. The Receiving Party will not remove the Confidential Information from its principal place of business without Yachtbroker.org MLS’ prior written consent, which Yachtbroker.org MLS may grant, condition or withhold in its sole discretion. In the event Yachtbroker.org MLS grants such consent, the Receiving Party is not relieved of any of its obligations under this Agreement.
  5. Termination and Return of Materials. Within five (5) days of the end of the term of this Agreement or receipt of notice of termination from Yachtbroker.org MLS, the Receiving Party will return to Yachtbroker.org MLS all Confidential Information and all other materials provided by Yachtbroker.org MLS to the Receiving Party. The Receiving Party will also erase, delete, or destroy any Confidential Information stored on magnetic media or other computer storage, including system backups. An officer of the Receiving Party will certify in writing that all materials have been returned to Yachtbroker.org MLS and all magnetic or computer data have been destroyed.

TERM AND TERMINATION

  1. The term of this Agreement begins on the “Effective Date” set forth on the “Yachtbroker.org MLS Information and Signature Page” below. Yachtbroker.org MLS has the right at any time and in its sole discretion to terminate this Agreement. This Agreement shall terminate upon the occurrence of any of the following events:
  2. Yachtbroker.org MLS’ notice to Firm that this Agreement is terminated.
    b. Firm’s notice to Yachtbroker.org MLS that it no longer intends to display YBR Data on its web site.
    c. Termination by Yachtbroker.org MLS of Firm’s privileges as a Participant
    d. The Participating Firm’s failure to remain eligible for Yachtbroker.org MLS services.
    e. The Participant’s failure to remain eligible to be a YBR Participant.

 

GENERAL PROVISIONS

 

  1. Survival of Obligations. The Firm’s and Consultant’s Covenants shall survive the termination or expiration of this Agreement.
  2. Yachtbroker.org MLS’ Remedies. Because of the unique nature of the Participant Data and Confidential Information, Firm and Consultants acknowledge that Yachtbroker.org MLS would suffer irreparable harm in the event any of them breach their obligations under this Agreement, and that monetary damages would be inadequate to compensate Yachtbroker.org MLS for such a breach. Yachtbroker.org MLS is therefore entitled, in addition to all other forms of relief, to temporary or permanent injunctive relief as may be necessary to restrain any continuing or further breach by Firm or Consultants, or any one of them, without the need to show that its remedies at law are inadequate.
  3. Attorney’s fees. If Yachtbroker.org MLS prevails in any action to enforce or interpret this Agreement or any provision hereof, Yachtbroker.org MLS shall be entitled to an award of its reasonable attorney’s fees and costs in such action.
  4. Limitation of Liability. Yachtbroker.org MLS shall not be liable to Firm or Consultant for damages of any type under this Agreement, whether in contract or tort. Firm’s and Consultant’s only remedy shall be termination of this Agreement.
  5. Notice. All notices to be given under this Agreement shall be mailed, sent via facsimile transmission, or electronically mailed to the parties at their respective addresses set forth below or such other address of which any party may advise the others in writing during the term of this Agreement.
  6. No Waiver. No waiver or modification of this Agreement or any of its terms is valid or enforceable unless reduced to writing and signed by the party who is alleged to have waived its rights or to have agreed to a modification.
  7. Assignment. Neither Firm nor Consultants, nor any of them, may assign or otherwise transfer any of their rights under this Agreement to any party without the prior written consent of Yachtbroker.org MLS.
  8. Entire Agreement. This Agreement contains the full and complete understanding of the parties regarding the subject matter of this Agreement and supersedes all prior representations and understandings whether oral or written. The previous sentence notwithstanding, the Rules are expressly incorporated into this Agreement by reference.
  9. Applicable law. This Agreement is governed by and enforced according to the laws of the State of Florida applicable to contracts entered into and performed entirely with the State.
  10. Stopping of the Data Feed. If any provision of this Agreement is breached by the Firm or the Consultant, Yachtbroker.org MLS may immediately terminate the Firm’s or Consultant’s data feed, or the ability to frame, the Yachtbroker.org MLS Website, whichever is appropriate, until the breach is cured.
  11. Disclaimers of Warranties: Yachtbroker.org MLS disclaims any warranty concerning the accuracy or reliability of the YBR Data or Participant Data. Yachtbroker.org MLS further disclaims any warranty of merchantability or fitness of the YBR Data or Participant Data for a particular purpose. Firm and Consultant(s) acknowledge and agree that Yachtbroker.org MLS is providing the YBR Data or Participant Data on an “as is” basis. [The remainder of this page is left blank intentionally.]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IYBA YachtBroker.org MLS Information and Signature

Entered into on behalf of IYBA YachtBroker.org MLS by

Signature

Print Name

Effective Date

 

This box is for YachtBroker.org MLS’s use only. YachtBroker.org MLS will fill out the information in it after signing this Agreement. YachtBroker.org MLS will then return a copy of this Agreement to Firm and Consultants. The contents of this box are Confidential Information under this Agreement.

API Authorization Key:
API User ID:
API Brokerage ID:

 

# Consultants Identified:

Consultant(s) Name(s):

 

Listing Office ID:

Listing Office Name:

 

Participant of Contact Person:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Firm Information and Signature

Firm Name:

Yachtbroker.org MLS Participant Name:

 

Firm Brokerage MLS ID

 

Firm E-mail address:

Firm Street Address:

Firm City, ST, ZIP:

Firm Phone:

Entered into on behalf of Firm by

Signature

Print Name

Title

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consultant Information and Signature


NOTE TO FIRM: Reproduce this page for each individual/company
to whom you intend to provide access to the YBR Data under this Agreement.

Consultant (company or individual) Name:

E-mail address:

(You must supply an e-mail address here. This address will be YachtBroker.org MLS’s principal means of communicating with you for notices under this Agreement.)

Consultant Street Address:

Consultant City, State, Zip:

Phone:

 

Fax:

 

Entered into on behalf of Consultant by

Signature

Print Name

Title

NOTE TO CONSULTANT: Be sure to enter into this Access to Yacht Broker Reciprocity data feed contract with YachtBroker.org MLS and every broker to which you provide services. If you sign only one and that Firm’s access to the YBR Data is terminated, you will not be able to get the data for your other clients.