GLOBAL+ MARKETPLACE MEMBERSHIP TERMS OF SERVICE AGREEMENT

Last Updated: August 10, 2021

This GLOBAL+ Marketplace Membership Terms of Services Agreement (the "Agreement") is made as of the date accepted through the Website (the "Effective Date") by and between Global Listings, Inc., a Florida corporation ("GL"), and the company ("Member") that has accepted this Agreement through the GlobalListings.com Website (the "Website"). This Agreement supplements the Website’s Terms of Service. In the event of any discrepancy between the Terms of Service and this Agreement, this Agreement shall control. The parties further agree as follows:

1. Listings and Member Benefits

(a) Subject to the terms and conditions of this Agreement, and during the Term (as defined below), GL hereby grants to Member, and Member accepts from GL, a non-exclusive, limited, revocable, non-sublicenseable worldwide right to submit real estate property listings (each a “Listing”) to the Website for display, provided that the Listings comply with all requirements of the Terms of Service and the Website’s guidelines (collectively, the “Guidelines”). Member accounts (and Website access) may not be shared with, or sold, licensed, or rented to, any other person or entity. Any breach of the previous sentence may result in the immediate termination of the Member’s access without any refund, credit, or setoff.

(b) The Member may submit a specific number of Listings designated as “Basic Listings” to GL’s IDX data feed platform, depending on monthly recurring GLOBAL+ Membership service level chosen by each Member. The GLOBAL+ recurring Membership Fee will automatically be charged to each Member’s credit card kept on file by GL each month. Member hereby authorizes GL to charge the Membership Fee to the card each month during the Membership Term (as defined below).

(c) All “Listing Inquiry Leads” generated from the Member’s Listings will be routed directly to the Member’s email address on file, and at no additional cost other than the monthly Membership Fee.

2. Monthly Recurring Membership Fees

(a) Depending on the type of GLOBAL+ Marketplace Membership plan selected, Member agrees to pay a recurring monthly subscription fee based on one of four GLOBAL+ Membership service levels selected, ranging from ninety nine dollars ($99.00) per month, or two hundred ninety nine dollars ($299.00) per month, or nine hundred ninety nine dollars ($999.00) per month, or two thousand nine hundred ninety nine dollars ($2,999.00) per month to GL (the “Membership Fee”). The Membership Fee will automatically be charged to the Member’s credit card kept on file by GL. Each GLOBAL+ Member hereby authorizes GL to charge the Membership Fee to the card each month during the Term (as defined below).

3. Term

(a) This Agreement shall begin on the Effective Date and continue in force for one (1) month; provided that it shall automatically renew for successive one (1) month terms (each a “Term”) unless earlier terminated by the parties in accordance with Section 3(b) or Section 3(c) of this Agreement.

(b) This Agreement may be terminated by Member upon thirty (30) days written notice to Cancel@GlobalListings.com specifying the account to be canceled.

(c) This Agreement may be terminated by GL at any time and for any reason.

4. Intellectual Property, Representations, and Warranties

(a) Member hereby grants to GL a non-exclusive, perpetual, worldwide, royalty free license to display, distribute, modify, make derivatives of and utilize for all purposes (including sublicensing) any and all content (including, but not limited to, photographs, images, videos, text, and listing information) submitted by Member for, or related to, any Listing (the “Listing Content”). The Member acknowledges and agrees that the Listing Content may be syndicated, sold, or licensed worldwide across a multitude of other websites, mobile applications, and publications through various syndication platforms and API data feeds. Member hereby agrees and confirms that all Listing syndication and API data feed licensing revenues generated against any Listing(s) being displayed or used by any third-party sites and organizations shall be the sole property of GL. GL is not responsible for the other content listed on these third-party syndications. The license described in this Section 4(a) is perpetual and shall survive termination of this Agreement.


(b) Member hereby acknowledges that GL shall be the sole owner of Listing related data, including (but not limited to), the Listing's textual data, financial data, ownership data, size data, category data, location data and all online audience “signal intelligent data” generated for or against each Listing by engagement from GL’s and GL’s 3rd parties’ audiences.

(c) Member hereby represents and warrants that it owns the Listing Content and has the right to license the Listing Content as described in Section 4(a) hereof.

(d) Member represents and warrants that (i) it is the legal owner of the property listed in each Listing it submits or (ii) it has the legal right, as the bona fide authorized representative of the owner of the property listed in each Listing it submits, to submit the Listing to the Website and enter into this Agreement. Member further represents that is it a corporation, limited liability company, or other legal entity duly organized in its state of formation and that it has the right to enter into this Agreement.

5. Indemnification

(a) Member will defend, indemnify, and hold GL, its agents, customers, and employees, harmless from and against any claim, suit, proceeding, loss, damage, expense (including attorney’s fees) or liability to the extent that it is based upon any (i) breach of this Agreement or (ii) negligent or wrongful act of the Member.
6. Warranty

(a) EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE WEBSITE AND ALL RELATED SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, QUALITY, PRIVACY, EFFORT TO ACHIEVE PURPOSE, MARKETABILITY, PROFITABILITY, SUITABILITY, AND/OR ANY TYPE ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. THE WEBSITE AND ITS RELATED SERVICES MAY NOT BE PROVIDED ERROR FREE OR UNINTERRUPTED.

7. Limitation of Liability

(a) EXCEPT FOR CLAIMS ARISING UNDER SECTIONS 4 AND 5 HEREIN, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFIT OR LOST SAVINGS, EVEN IF THAT PARTY HAS BEEN ADVISED, KNOWS, OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THAT PARTY’S PERFORMANCE HEREUNDER. UNDER NO CIRCUMSTANCES WILL GL’S TOTAL AGGREGATE LIABILITY TO MEMBER EXCEED THE FEES PAID BY MEMBER TO GL.

8. General

(a) Survival. Sections 4, 5, 6, 7, and 8 shall survive expiration or termination of this Agreement.

(b) Member may not assign this Agreement without GL’s prior written consent. Any attempted assignment shall render this Agreement and the license contained herein terminated.

(c) This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without reference to its rules on the conflicts of laws. Except for equitable relief, which may be sought in any court of competent jurisdiction, any and all disputes arising hereunder shall be resolved exclusively in the State and Federal Courts located in Palm Beach County, Florida, and the parties hereto consent to the exclusive personal and subject matter jurisdiction of such courts. In any dispute arising hereunder, the prevailing party shall be entitled to reimbursement of its costs and attorneys’ fees by the non-prevailing party in bringing any action to resolve such dispute.

(d) Any provision of this Agreement held to be illegal or unenforceable shall be deemed amended to conform to applicable laws or regulations, or, if it cannot be so amended without materially altering the intention of the parties, it shall be stricken, and the remainder of this Agreement shall continue in full force and effect.

(e) The failure by a non-breaching party to pursue any remedy for the other party’s breach or default hereunder shall not constitute a waiver of any remedies unless such waiver is in writing.

(f) This Agreement sets forth the entire Agreement between the parties regarding the licensing of the Content, and supersedes prior proposals, agreements, and representations between them whether written or oral. This Agreement may be changed only by mutual, written agreement of the parties.

(g) The Company may be contacted at: GLOBAL LISTINGS, INC., 777 South Flagler Drive, Ste 800W, West Palm Beach, Fl 33401.