IMMOBEL LLC MLS MATCH SOFTWARE APPLICATION END USER LICENSE AGREEMENT

THIS END USER LICENSE AGREEMENT ("Agreement") is a legal agreement between you, a member ("You" or "User") of an MLS or other Member Organization for real estate professionals ("Member Organization") and Immobel LLC, a limited liability company organized under the laws of the United States, with a principal place of business at 7184 Bedlam Drive, Castle Pines, CO 80108 ("Immobel"), for your use of the MLS Match software application ("Software").

Please read this Agreement carefully before using the Software. By clicking on "I Agree", you are acknowledging that you have read, understood, and agree to be bound by the terms and conditions of this Agreement. If you do not agree to these terms, do not use the Software.

1. DEFINITIONS

Real Estate Referral: A Real Estate Referral takes place when one Real Estate Professional passes identifying client information to another Real Estate Professional, for the purposes of allowing the second Real Estate Professional to work with the client on a specific property search or other real estate transaction, usually in exchange for a fee that becomes payable in the extent of a successful transaction carried out by the client.
Data Subject: Any individual or entity whose personal data is being collected, held, or processed.
Informed Consent: In the context of data protection, Informed Consent refers to the agreement by a Data Subject to the processing of their personal data following a clear affirmative action establishing a freely given, specific, informed, and unambiguous indication of the Data Subject's agreement to the processing of personal data relating to them.
Software: The MLS Match software application developed, owned, operated and maintained by Immobel Services Group and related entities, made available to you through a licensing agreement with your Member Organization or Association. The Software serves as a business network tool designed for the sending, receiving, and tracking of real estate referrals amongst real estate professionals who are members of associated real estate organizations. Its use is governed by the terms and conditions of this End User Agreement.

2. LICENSE GRANT

Subject to the terms of this Agreement and the agreement between Immobel and your Member Organization, Immobel grants to you a limited, non-exclusive, non-transferable license to access and use the Software solely for the purpose of conducting Real Estate Referrals, professional networking activities and related administrative activities.

3. TERM AND TERMINATION

This Agreement commences when you click "I Agree" and continues until terminated in accordance with the provisions of this Agreement. Immobel may terminate this Agreement at any time if you breach any of the terms of this Agreement.

4. ELIGIBILITY

You represent and warrant that you are either (i) a real estate professional, meaning that you are an agent, broker, or other professional legally entitled to act on behalf of clients in real estate transactions in the jurisdiction in which you operate; or (ii) acting on behalf of such a person in an administrative capacity and accessing only those parts of the Software relevant to that capacity, such as entering or retrieving information for business purposes related to a real estate professional’s use of the Software. You also represent and warrant, before entering into any Referrals, that you have the legal right (and necessary qualifications or license, if applicable in your jurisdiction) to act on behalf of clients as an agent, broker or other applicable representative in real estate transactions. You further attest that, where required by law or regulation, you have obtained the Informed Consent of any Data Subject whose data you are entering into the Software.

5. ACCESS TO SOFTWARE

Your access to the Software is provided by virtue of your membership with your Member Organization. Immobel is not a party to the relationship between you and your Member Organization. If your membership with the Member Organization is terminated by either party, or if the relationship between Immobel and your Member Organization is terminated, you will lose access to the Software and its functionality.

6. DATA PROTECTION

You agree to act in accordance with the laws and regulations governing data protection in the jurisdiction in which you operate, including but not limited to any laws that govern the storage and transmission of consumer personal information, such as those requiring the "informed consent" of any individual or entity deemed to be a Data Subject.

7. USE RESTRICTIONS

You may only use the Software and its referral functionality in compliance with this Agreement, all applicable laws, and if you have the necessary qualifications, license, and legal right to act as an agent, broker, or similar representative in real estate transactions. Misuse of the platform, including creating multiple duplicate referrals with the same client information being sent to different real estate professionals in the same destination market, is prohibited. You may not: (i) reverse engineer, decompile, disassemble, or attempt to discover the source code for the Software; (ii) modify, alter, or create any derivative works of the Software; (iii) rent, lease, loan, resell, sublicense, distribute, or otherwise transfer the Software to any third party.

8. ACCEPTANCE OF REFERRALS

The acceptance of any referral, including the execution of an in-platform e-Signature agreement, constitutes a legal agreement to be bound by the terms of the referral, including the obligation to pay the fees due to the sending party that arise from any successful transaction that arises as a result of the referral.

9. ACCURACY OF INFORMATION

You attest to the truthfulness and accuracy of all information you enter in the Software to the best of your knowledge. Immobel cannot validate or attest to the truthfulness or accuracy of any information entered or transmitted using the Software by any End User.

10. LICENSING ARRANGEMENTS

Your Member Organization provides Immobel with necessary information about your licensing, such as the Broker under whose supervision an Agent is licensed, in the case of licensed agents in the United States. If there is any discrepancy in the representation of your licensing arrangement in the Software (if applicable), you should first contact your Member Organization to correct your information. Be aware that your licensing arrangements may result in other users having access to your activity in the platform, such as a Broker being able to see the referral activity conducted by Agents who are licensed under them.

11. PAYMENT COMPLIANCE

You are responsible for ensuring that handling of all fees arising from your use of the platform complies with your contractual relationships with third parties and with laws, regulations, and obligations arising from any licensing agreements to which you are subject. Immobel and its partners are indemnified from any breach of such obligations by you.

12. FEE CALCULATION

The automatic calculation by the Software of the fees that arise from any successful referral will be carried out using the information entered by the parties. It is your responsibility to check and confirm all such information, and further confirm that the calculation is correct before making, or confirming receipt of, any payments related to your activity.

13. INDEMNITY

To the extent permitted by applicable law, you agree to hold harmless and indemnify Immobel, and its partners, including your Member Organization, from and against any third-party claim arising from or in any way related to your misuse of the Software, violation of this Agreement, or any other actions connected with your use of the Software, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs, and attorneys' fees, of every kind and nature. You acknowledge that MLS Match and any and all parts of any Immobel platform are not guaranteed to produce any particular outcome and are not represented as being fit for any particular purpose. You acknowledge that you access and use the Immobel platforms including MLS Match solely at your own risk. You agree that Immobel has no obligations to you.

14. SEPARATE AGREEMENTS

Immobel is not a party to any legal agreements made by or between you and other users of the Software, including but not limited to agreements executed using the in-platform e-signature functionality.

15. INTERJURISDICTIONAL INTERACTIONS

By accepting this Agreement, you hereby affirm and attest that you understand that by using the Software, you may interact with and enter into agreements with other users who are members of other Member Organizations. You acknowledge that these users may be operating in different legal jurisdictions and may be subject to their own legal arrangements and contractual obligations, to which Immobel LLC is not a party.

16. VALIDATION OF PROFESSIONAL STATUS

By accepting this Agreement, you acknowledge that Immobel validates each user's membership of one of its partner organizations to identify them as a real estate professional. You understand that, beyond this validation, Immobel does not perform independent checks or verifications of a user's professional status or qualifications.

17. DATA PROTECTION COMPLIANCE

You agree to hold harmless and indemnify Immobel, and its partners, including your Member Organization, in the event of any breach of any laws or regulations regarding data protection that arise as a result of misuse of the platform, or breaches of such laws and regulations as may govern your behavior in your jurisdiction.

18. RESTRICTION OF SOFTWARE USAGE

The Software should not be used for any other purpose beyond conducting Real Estate Referrals. Any other use is strictly prohibited unless explicitly authorized by Immobel.

19. DISPUTE RESOLUTION

Immobel is not a party to any relationship or agreement between you and any other user of MLS Match or any Immobel platform. Any agreements that you enter into are solely at your own risk and all responsibilities for performance of duties including payments rest with you and any other users. Immobel is not a party to your relationship with any client. Any duty of privacy or care that you or any users have to any client, rests solely with you and such other users. Immobel is not a party to any agreements you may have with any professional organization or governmental bodies, franchise, company, broker or brokerage and Immobel makes no representations that your use of and activities within MLS Match or any Immobel platforms are consistent with your obligations to such bodies. If you have concerns about the use of MLS Match or any Immobel platforms, you should seek independent legal counsel.
This agreement constitutes the entire agreement between you and Immobel. Any disputes will be heard in the relevant court with jurisdiction in the state of Delaware. Any parts of this agreement that are found to be unenforceable will not affect the entire agreement. Any parts of the agreement that are enforceable will remain in force

20. GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles.

By clicking "I Agree", you agree that you have read, understood, and agreed to the terms of this Agreement.