This Resort Connection – Member Agreement (this “Agreement”) entered into by and between Resort Connection Realty, LLC, a Florida limited liability company (“RCR”), c/o James Olin, Managing Partner and Chief Executive Officer, 106 Missions Court, Suite 601, Franklin, TN 37069 and the Member, along with a billing address and phone number (the “Member”), identified in the New Member Login screen, and shall be effective on the date this Agreement is accepted by the Member (the “Effective Date”)

WHEREAS, RCR is a wholly owned subsidiary of Resort Connection USA, LLC;

WHEREAS, Member desires to utilize, and RCR desires to permit Member to utilize, information resources and services offered by RCR through the Resort MLS data base; and

WHEREAS, the parties desire to enter into this Agreement to set forth the terms and conditions by which Member may utilize the Resort MLS data base.

NOW, THEREFORE, in consideration of the mutual promises and other valuable consideration, the parties agree to the following:

1. Recitals:  The recitals set forth above are true and correct and are incorporated herein.
   
   
2. Term:  Subject to the provisions for termination as set forth herein, the initial term of this Agreement shall be for the period indicated on the New Member Login screen commencing on the Effective Date (the “Term”).  The Member’s membership shall automatically renew for indefinite successive renewal terms for the same period as the initial Term unless terminated by Member or RCR as provided for in more details herein below.
   
   
3. Use of Resort MLS data base:  Subject to all the terms, conditions and limitations set forth in this Agreement and the attached Terms of Use which are incorporated by reference herein, Member is hereby granted a non-exclusive, non-transferable license to use the information and services provided through the Resort MLS data base during the Term. Member’s execution of this Agreement constitutes Member’s acceptance of this Agreement and the  Terms of Use, which remain subject to change by RCR at any time without prior notice (unless expressly stated otherwise herein), at RCR’s sole discretion.
   
   
4. Payment of Charges. 
   
   
   1. All fees and charges are quoted and payable in United States Dollars.  The membership fee is calculated from the commencement of the Term until the Term expires (and as may be renewed).  The Member authorizes RCR to charge to the Member’s credit card, debit card or bank account, in advance, Member’s membership fee for each Term.  The Member authorizes RCR to modify and/or change the membership fee charged to the Member for any future Term upon thirty (30) days prior notice to the Member sent via e-mail or by any other commercially reasonable delivery method.  The membership fee, when paid, is non-refundable and accrues on the first day of each Term and/or successive renewal Term until canceled, regardless of whether or not the Member accesses the Resort MLS data base.
   2. RCR may terminate Member’s license to use, and/or disable the Member’s ability to use, the Resort MLS data base if Member fails to pay fully and in a timely manner all amounts due to RCR.  If the Member’s credit card expires or is otherwise declined for payment, access to the Resort MLS data base may be terminated, modified or suspended without notice to Member.  If Member fails to timely pay membership fees, in addition to the overdue fees due from such Member, Member must also pay interest on all sums due at 15% per annum or the highest rate available under applicable law, which ever is less, accruing from the date the membership fees were due through the date paid, plus all costs of collection, including without limitation attorneys fees and costs, incurred by RCR. Member is also responsible for paying all applicable taxes for information, content, goods, products, services and any other costs incurred in Member’s use of the Resort MLS data base.
   3. If Member has questions concerning charges or any other inquiries regarding Member’s account, Member may contact RCR as follows: by email at customerservice@ResortConnection.com; by telephone at 615-764-3939 by facsimile at 615-717-7357; or by U.S. mail at the address provided in the first paragraph of this Agreement. 
      
      
5. Representations and Covenants of Member:   As inducement to RCR to permit Member to utilize the Resort MLS data base, Member hereby makes the following representations and covenants in favor of RCR: 
   
   
   1. Member’s Real Estate License number and state of licensure is identified in the New Member Login screen.  Member represents that the Real Estate License is valid, current and active.
   2. Member shall cease using the Resort MLS data base and shall notify RCR immediately in the event that Member’s Real Estate License becomes inactive or is suspended, or Member is no longer licensed for any reason.
   3. Member is currently affiliated with a broker and brokerage firm identified below, and Member will notify RCR immediately in the event Member becomes affiliated with a different brokerage company.
   4. Member currently has, and will maintain at all times during the Term, all appropriate insurances, including E&O and will provide a copy to RCR upon request.
   5. Member is a member in good standing of Resort Connection USA.
   6. Member shall not permit any other person or party to access the Resort MLS data base using Member’s password and user name, and Member will not permit or allow the information and services to be used by any person other than Member.
   7. Member further represents, warrants, affirms and agrees that the data, information and services provided by Resort Connection USA to Member will only be used by Member and that Member will not permit or allow the data, information and services to be used by an agent, representative, consultant, officer, director, shareholder, parent organization, subsidiary organization, third party or any other person or entity.
   8. Member will use the information and services from the Resort MLS data base only for Member’s personal use for a client or customer, and not for any other commercial purpose or use, including without limitation, the sale, sublicense or transfer of the information and services available under the Resort MLS data base for any reason whatsoever.
   9. Member acknowledges that the information, services and “Resort MLS” data base name are all proprietary information and property of RCR, its affiliates and/or suppliers and are protected by copyright, trademark, trade name and other proprietary rights.
   10. Member affirms that all of the information Member has provided or will provide or submit to RCR is accurate and complete, and Member agrees to update RCR with accurate, complete and current information whenever information provided to RCR has changed.
   11. Member shall timely pay all fees and charges due to RCR and shall submit to RCR an accompanying payment authorization in connection with such fees and charges upon RCR’s request.  Member shall provide RCR with acceptable and valid credit card information, and shall update same as necessary.
   12. Member shall maintain compliance with all applicable real estate, brokerage and other laws at all times and specifically when using the Resort MLS data base and the services of RCR.
   13. Member shall adhere to any and all Resort MLS data base, RCR, Resort Connection USA guidelines and the attached Terms of Use, as may be modified from time to time.
       
       
6. Member’s Failure to Comply with Agreement and Terms of Use:  In the event that RCR determines, in its sole and absolutely discretion, that Member has failed to comply with any term of the Agreement and/or any Term of Use, RCR may immediately terminate the Member’s membership, and Member’s sole remedy shall be to receive a prorated refund of the membership fee paid by Member for the remaining days of the then current term of prepaid fees.  Notwithstanding, RCR shall have the right to pursue all claims and causes of actions it may have against Member for violating the Agreement and/or the Terms of Use, including without limitation, monetary damages, injunctive relief, and attorneys fees and costs.
   
   
7. Indemnification.  As further inducement to RCR to permit Member to utilize the Resort MLS data base, Member agrees to indemnify RCR, its affiliates and cooperating providers against any and all claims, causes of action, liabilities, expenses (including reasonable attorneys fees and costs) and damages arising out of claims resulting from Member’s use of the Resort MLS website or any services, information or other content provided thereby.
   
   
8. Termination; Modification.  RCR reserves the right to cancel the Member’s license to use the Resort MLS data base at any time.  Member may cancel the Member’s subscription at any time; provided, however, that all fees due to RCR up to the end of the then current term billing cycle at the time of termination shall remain payable to RCR.  Member may terminate Member’s membership by following the subscription cancellation steps outlined on the Resort MLS data base.  Notwithstanding any termination of this Agreement for any reason, all provisions herein running in favor of RCR remain in full force and effect.  RCR reserves the right to modify or discontinue any service, or part thereof, and/or the provision of any information, goods, content or product, without notice to Member, and RCR is not liable to Member in the event that RCR exercises said right.
   
   
9. Related Services.  In order to provide the services and information available through the Resort MLS data base, RCR may include on its website information about affiliate and third-party professional service providers, and RCR is entitled to share any of Member’s information with such affiliates and third-party professional service providers who may or may not be members of the Resort MLS data base. Member hereby consents to receive e-mails and telephone calls from RCR to qualify for and participate in RCR services, and to receive e-mails and telephone calls from such affiliates and third-parties.  Member acknowledges that RCR may be compensated by such affiliates and third-parties for RCR’s services and referrals, and Member hereby consents to any compensation arrangement between such affiliates and/or third-parties and RCR, if any.  Notwithstanding, RCR does not accept any responsibility for or endorse the terms of any agreement entered into between such affiliates and/or third-parties and Member.  RCR makes no representation as to the quality, qualification or performance of any affiliate or third-party service provider referred to Member, and it is Member’s responsibility to independently determine the qualifications of each affiliate and third-party service provider before entering into any agreement.  Any information and links to affiliate and third-party service providers on the Resort MLS data base are provided for Member convenience and reference only, and inclusion of same on the Resort MLS data base does not imply endorsement, warranty, guarantee or recommendation of the sites, provider, content, products, or services by RCR and RCR is not responsible or liable for any acts or omissions of any affiliate or third-party service providers.
   
   
10. Content and Screening.   The Resort MLS data base is a depository for information and content supplied by third-parties (including other members of RCR), and RCR does not have editorial control over the content provided, expressed or implied by third-parties (including without limitation, opinions, advice, statements, services, offers, pictures, or any other content).  RCR reserves the right, but has no obligation, to screen and review any content submitted to the Resort MLS data base and to edit any content for any reason RCR deems appropriate in RCR’s sole and absolute discretion.
    
    
11. Disclaimers and Limitations.  Member acknowledges that the information on the Resort MLS data base is generated from multiple sources, including submittals from third-parties, and RCR is not responsible for or liable for the accuracy or reliability of the information on the Resort MLS data base or for any errors thereon.  Member must independently verify the accuracy and reliability of the information obtained by Member through the Resort MLS data base.  RCR HEREBY DISCLAIMS ANY WARRANTY OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO THE RESORT MLS DATA BASE AND ANY INFORMATION, PRODUCTS, SERVICES OR OTHER CONTENT PROVIDED THEREBY, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  MEMBER HEREBY ACKNOWLEDGES THAT MEMBER’S USE OF THE RESORT MLS DATA BASE AND ANY SERVICES, INFORMATION, PRODUCTS AND CONTENT OF ANY TYPE SHALL BE AT MEMBER’S OWN RISK.  RCR AND ITS AFFILIATES ARE NOT LIABLE FOR ANY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE RESORT MLS DATA BASE, INCLUDING WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR INJURIES, INCLUDING ANY INJURIES OR DAMAGES FROM MEMBER’S INABILITY TO ACCESS OR USE THE DATA BASE OR ANY OF ITS CONTENT OR FOR ANY DELAY IN SAME.  IF THE MEMBER’S JURISDICTION DOES NOT PERMIT THE EXCLUSION OF IMPLIED REMEDIES, THE ABOVE EXCLUSION MAY NOT APPLY TO SAID MEMBER.
    
    
12. Waiver or Modification:  No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith.  Furthermore, no evidence of any modification or waiver shall be offered or received as evidence in any proceeding, arbitration or litigation between the parties arising out of or affecting this Agreement or the rights or obligations of any party hereunder, unless such waiver or modification is in writing, duly executed as aforesaid.  The provisions of this paragraph may not be waived except as herein set forth.
    
    
13. Choice of Law.  This Agreement and the performance hereunder and all suits and special proceedings hereunder shall be construed in accordance with the laws of the State of Florida.  In any action, special proceeding or other proceeding that may be brought arising out of, in connection with, or by reason of this Agreement, the laws of the State of Florida shall be applicable and shall govern to the exclusion of the law of any other forum, without regard to the jurisdiction in which the action or special proceeding may be instituted.  All actions under this Agreement shall be taken in a court of competent jurisdiction in the county in the State of Florida in which RCR’s principal place of business is located and Member hereby waives and agrees that Member shall not assert that such forum is inconvenient.  Member also acknowledges and agrees that any award of damages to Member shall be limited solely for actual compensatory damages and shall not include any consequential, punitive or exemplary damages, and Member hereby expressly and irrevocably waives any claim thereto.
    
    
14. Costs of Enforcement.  In the event RCR is the substantially prevailing party in any action taken by RCR to enforce its rights hereunder, RCR shall recover from Member its reasonable attorney’s fees, costs, and expenses.
    
    
15. Notices:  All notices, consents, waivers, and other communications required or permitted by this Agreement shall be in writing and shall be deemed given to a party when (A) delivered to the address indicated in the first paragraph of this Agreement by hand or by a nationally recognized overnight courier service (costs prepaid), or (B) received by the addressee, if sent by certified mail, return receipt requested, or to such other address or person as a party may designate by notice to the other party.                      
    
    
16. Binding Effect of Agreement:  This Agreement shall be binding upon and inure to the benefit of the respective parties and their respective heirs, legal representatives, successors and assigns.
    
    
17. Severability.  If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision (or if no such closely matching but valid provision is determined to exist, the invalid or unenforceable provision shall be excluded from the Agreement altogether), and the remainder of the Agreement shall continue in full force and effect.
    
    
18. Reservation of Rights.  All rights not expressly granted to Member herein are reserved by RCR.
    
    
19. Dispute Resolution.  See Terms of Use for the Dispute Resolution process.
    
    
20. Counterparts/Facsimile.  This Agreement may be executed in counterparts and/or via facsimile, and all such counterparts and/or facsimile signature pages, when taken together, shall constitute a legally binding original.

Please review the Terms of Use incorporated herein prior to signifying acceptance of this Agreement.

In order to accept this Agreement, please proceed to the ,New Member Login screen..

General Questions or Comments
info@ResortConnection.com