PLEASE READ THIS LICENSE AGREEMENT (THE "AGREEMENT") CAREFULLY PRIOR TO USING THE BRIDGE JAVA RETS LIBRARY (THE "API"). This agreement explains Bridge Interactive Group, LLC ("Bridge") obligations to you, your obligations to Bridge, the Terms and Conditions of your use of the API and will constitute a binding contract between you and Bridge. By using the API you agree to be bound by the terms of this Agreement. If you do not wish to be bound by all the terms of this Agreement you may not use the API. If you are agreeing to be bound by this Agreement on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or other entity to this Agreement. If you do not have the requisite authority, you may not accept the Licensing Agreement or use the API on behalf of you employer or other entity.
Definitions
"Documentation" - means all manuals, user documentation, another related materials, where available, pertaining to the API which are furnished to you by Bridge in connection with the API.
"Intellectual Property Rights" - means any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary rights.
"MLS Entity" - means the organization to which you subscribe which provides you access to real estate listing content.
"MLS System" - means the entire real estate management information system including the MLS database, MLS RETS server, MLS listing content, images and subscriber information.
"API" - means the computer programs in machine readable object code form and any subsequent error corrections bug fixes, patches or other updates supplied to you by Bridge pursuant to this Agreement.
"Term" - means the period during which the provisions, terms and conditions of this Agreement are in full force and effect.
"You" - means the person who is being licensed to use the API and its Documentation.
License
Subject to the terms of this License Agreement, Bridge grants you a limited, worldwide, royalty-free, non- assignable and non-exclusive license to use the API.
Bridge shall have no obligation to upgrade or support the API.
Title
You agree that Bridge or other third parties own all legal right, title and interest in and to the API and Documentation, including any Intellectual Property Rights that subsist in the API and Documentation. Bridge reserves all rights not expressly granted to you.
Use of API
You agree that if you use the API to develop applications for general public users, you will protect the privacy and legal rights of those users. If the users provide you with user names, passwords, or other login information or personal information, you must make the users aware that the information will be available to your application, and you must provide legally adequate privacy notice and protection for those users. If your application stores personal or sensitive information provided by users, it must do so securely.
You agree that you will not engage in any activity with the API, including the development or distribution of an application which interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of any third party, including the MLS System.
You agree to use the API to write applications only for purposes which are permitted by (a) this License Agreement and (b) any applicable law, regulation or generally accepted practices or guidelines, in the relevant jurisdictions (including but not limited to the United States Export Administration Act, and any laws regarding the export of data or the API to and from the United States or other relevant countries).
You agree to use the API to write applications which access content from an MLS System in accordance with the policies approved from time to time by the MLS Entity and/or Bridge.
Restrictions
Bridge does require all API applications written for distribution be registered with Bridge, and have the "RETS IQ" name and API license information contained with the application Terms.
Protection of API
You agree to respect and not to remove, obliterate, or cancel from view any copyright, trademark, confidentiality or other proprietary notice, mark, or legend appearing on any of the API Documentation or output generated by the API, and to reproduce and include same on each copy of the API.
You agree not to modify, reverse engineer, disassemble, or decompile the API, or any portion thereof.
You agree not to rename or repackage any of the API library binary files.
You acknowledge that all copies of the API in any form provided by Bridge to you or copies made by you are the sole property of Bridge and/or its suppliers. You shall not have any right, title, or interest to any such API or copies thereof except as provided in this Agreement, and further shall secure and protect all API and Documentation consistent with maintenance of Bridge's proprietary rights therein.
Transfers
You may not transfer any rights for use of the API or Documentation to any other body or entity.
MLS System Rights
You acknowledge and agree you must have access rights provided by the MLS Entity, at all times, to the MLS System, if you are accessing listing content. You warrant you currently have access rights to the MLS System as granted by the MLS Entity and that you are a subscriber in good standing with the MLS Entity. In addition to the other rights as provided in this Agreement, you hereby agree Bridge may terminate your right to use the API at any time if your access rights to the MLS System are terminated for any reason.
Ownership
Bridge agrees that it obtains no right, title or interest from you (or your licensors) under this Agreement in or to applications you develop using the API, including any Intellectual Property rights which subsist in those applications.
Exclusion of Warranties
You agree that the form and nature of the API that Bridge provides may change without prior notice to you and that future versions of the API may be incompatible with applications developed on previous versions of the API. You agree that Bridge may stop (permanently or temporarily) providing the API (or any features within the API) to you or to users generally at Bridge's sole discretion, without prior notice to you.
Bridge further expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement.
Limitation of Liability
You agree you are solely responsible for (and that Bridge has no responsibility to you or to any third party for) any data, content, or resources that you create, transmit or display through the API, and for the consequences of your actions (including any loss or damage which Bridge may suffer) by doing so.
You agree that you are solely responsible for (and that Bridge has no responsibility to you or to any third party for) any breach of your obligations under this License Agreement, any applicable third party contract or Terms of Service, or any applicable law or regulation, and for the consequences (including any loss or damage which Bridge or any third party may suffer) of any such breach.
You expressly understand and agree your use of the API is at your sole risk and the API is provided "as is" and "as available" without warranty of any kind from Bridge.
You expressly understand and agree Bridge, it’s subsidiaries and affiliates, and its licensors shall not be liable to you under any theory of liability for any direct, indirect, incidental, special consequential or exemplary damages that may be incurred by you, including any loss of data, whether or not Bridge or its representatives have been advised of or should have been aware of the possibility of any such losses arising.
Term and Termination
The Term of this Agreement shall commence on the earlier of (i) the date you accept the terms of this Agreement or (ii) the date you first download, install, access, or use the Software, and shall continue until the termination of this Agreement by Bridge.
Use of MLS Content
Use of MLS content is limited to the specifications put forth by the MLS Entity. Any use other than those specified by the MLS Entity will automatically terminate this Agreement.
Non-competition and Non-disclosure
You agree and acknowledge that the API and the Documentation is owned by Bridge and is considered confidential and proprietary information by Bridge. You agree that you will not, during the term of this Agreement or thereafter, directly or indirectly, use the Software or Documentation in any manner which would compete or tend to compete with the business of Bridge or to otherwise use the API or the Documentation for any commercial purpose except strictly in accordance with the terms of this Agreement.
Indemnity
You shall indemnify and hold harmless, Bridge, officers, agents and employees from and against any claims, demands, or causes of action arising out of any modification or enhancement of the Software by you or otherwise caused by, or arising out of, or resulting from, the misuse or breach of the license granted hereunder to you.
General Provisions
This License Agreement is the exclusive agreement between you and Bridge concerning the API and Documentation and supersedes any prior purchase order, communication, advertising, or representation concerning the API.
In the event of litigation between you and us concerning the Software or Documentation, the prevailing party in the litigation will be entitled to recover attorney fees and expenses from the other party.
This License Agreement is governed by the laws of the State of Georgia.
In the event that any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree, the remainder of this Agreement shall remain valid and enforceable according to its terms.
All rights not expressly granted herein are reserved to Bridge.
