Policies Procedures


 

Policies and Procedures of
Wasatch Front Regional Multiple Listing Service, Inc.

 

1. Definitions. The following terms shall have the following meanings in these Policies and Procedures:

a. Agent means a real estate sales agent, or associate broker, as such terms are defined in the Title 61, Chapter 2, Utah Code Annotated, who is licensed in the state of Utah, and a sales agent or associate broker who is licensed in the State of Idaho.

b. Agent Subscriber means an Agent who is engaged as an Agent of a Broker (and not as a Licensed Staff Member) who is a Broker Subscriber, either as an employee or an independent contractor of the Broker, and who has entered into or accepted the terms of a Subscription Agreement.

c. Appraiser means a State-Certified General Appraiser, State-Certified Residential Appraiser, State-Licensed Appraiser, or State-Registered Appraiser, and who is licensed to perform appraisals in the States of Utah or Idaho.

d. Appraiser Subscriber means an Appraiser who has entered into or accepted the terms of a Subscription Agreement.

e. Appraiser Trainee means a person training to become a real estate appraiser, who is employed by and working under the direction and supervision of an Appraiser.

f. Appraiser Trainee Subscriber means an Appraiser Trainee who has entered into or accepted the terms of a Subscription Agreement.

g. Authorized User means an Agent Subscriber or Staff Member Subscriber who is affiliated with a Broker Subscriber and who is granted permission for specific purposes to use such Broker Subscriber’s or Agent Subscriber’s password to the MLS Database.

h. Board means a Board of REALTORS® or association of REALTORS® established and operated in accordance with the applicable rules and regulations of the National Association of REALTORS®.

i. Board Rules and Regulations means the rules and regulations, as amended, of the applicable Board of which a Subscriber is a member.

j. Broker means a principal real estate broker; as such term is defined in the Title 61, Chapter 2, Utah Code Annotated, who is licensed in the state of Utah, or a principal real estate broker who is licensed in Idaho or in any other state approved by WFR.

k. Broker Subscriber means a Broker who has entered into or accepted the terms of a Subscription Agreement.

l. Business Day means a weekday, and excludes weekends and holidays recognized by WFR.

m. Buyer means the buyer(s) or lessee(s) of a property which is the subject of a Listing at issue under these Policies and Procedures.

n. Confidential Information has the meaning set forth in Section 21 of these Policies and Procedures.

o. Contract Pending or Final Contract Pending means that a Buyer and Seller have informally agreed on the terms of final real property sales contract, and the final written contract is in the process of preparation and signing by the parties.

p. Cooperating Broker means a Broker who is a Broker Subscriber who participates in the sale of real property that is the subject of a Listing.

q. Cumulative Days on Market means the cumulative, and not the consecutive, number of days during which the status of a Listing is identified as active.

r. Display Website has the meaning set forth in the IDX Policy.

s. Exclusive Agency Listing means a Listing pursuant to a Listing Agreement under which the Listing Broker acts as the agent or as the legally recognized non-agency representative of the Seller of the property which is the subject of the Listing, and the Seller agrees to pay a commission to the Listing Broker if the property is sold through the efforts of any real estate broker. If the property is sold solely through the efforts of the Seller, Seller is not obligated to pay a commission to the Listing Broker.

t. Exclusive Brokerage Agreement Statute has the meaning set forth in Section 30 a. of these Policies and Procedures, as applicable in Utah.

u. Exclusive Office Listing means a Listing that, pursuant to the wishes of a Seller, is not Submitted to the MLS Database or advertised on any website for access by the general public.

v. Exclusive Right to Sell Listing means a Listing pursuant to a Listing Agreement under which the Listing Broker acts as the agent or as the legally recognized non-agency representative of the Seller of the property which is the subject of the Listing, and the Seller agrees to pay a commission to the Listing Broker regardless of whether the property is sold through the efforts of the Listing Broker, the Seller, or anyone else. An Exclusive Right to Sell Listing may include the names of one or more individuals or entities that are exempt such that if the property is sold to any of the identified persons or entities, the Seller is not obligated to pay a commission to the Listing Broker.

w. Export File Agreement means an agreement between WFR and an Export File Licensee, which is available in electronic form through the export file page on WFR’s Subscriber Website.

x. Export File Licensee means a service provider who stores Export Files on its server for use by a Subscriber.

y. Export Files means an electronic file that includes Listing information and may be generated by a Subscriber from the MLS Database for use with a desktop or online application, which file is made available online by WFR in its sole discretion.

z. Fine Policy means the fine policy described in Section c of these Policies and Procedures.

aa. Graphics means all photographs, video clips, floor plans, designs, images, audio and video recordings, virtual tours, drawings, and other graphics used in connection with any Listing.

bb. IDX Agent has the meaning set forth in the IDX Policy.

cc. IDX Database has the meaning set forth in the IDX Policy.

dd. IDX Listings has the meaning set forth in the IDX Policy.dd. IDX Listings has the meaning set forth in the IDX Policy.

ee. IDX Non-Participation Election has the meaning set forth in the IDX Policy.

ff.  IDX Participating Broker has the meaning set forth in the IDX Policy.

gg. IDX Policy means the policy of WFR regarding the display of IDX Listings by IDX Subscribers as set forth on the attached Exhibit A, which is incorporated into these Policies and Procedures by this reference.

hh. License Agreement means a license agreement with terms acceptable to WFR, in its sole discretion, and entered into between WFR and a Subscriber, or WFR and a third party at the request of Subscriber.

ii. Licensed Staff Member means an employee or independent contractor of a Broker Subscriber, or an Appraiser Subscriber, who holds an active real estate or appraisal license, as applicable, with the State of Utah or Idaho, but who functions solely as a Staff Member or assistant to Agent or Broker Subscribers and does not actively engage in the listing, selling, managing, counseling, or appraising of real property, and who does not enter into a Subscription Agreement as an Agent Subscriber. 

jj. Limited Access Person means a staff member of the Utah Division of Real Estate; a staff member of county assessor offices in the state of Utah, Idaho, or any other state approved by WFR; or a staff member of the Utah State Tax Commission.

kk. Limited Subscriber means a Limited Access Person who has entered into or accepted the terms of a Subscription Agreement.

ll. Listing means the Listing Content and data and other information regarding a parcel of real property, and all improvements on the real property, which is required to be included in the MLS Database and is used in connection with the listing, marketing, and sale of real property.

mm. Listing Agreement means an enforceable, written, and fully executed agreement between a Listing Broker and Seller whereby, among other things, the Listing Broker agrees to provide real estate sales services to Seller, and Seller agrees to pay compensation for services provided, including compensation to a Cooperating Broker, if applicable, all in accordance with applicable law.

nn. Listing Broker means, with respect to a Listing, the Broker Subscriber who is a party to the Listing Agreement, and Submits the Listing, either personally or through Authorized Users.

oo. Listing Content means all Graphics, list prices, any remarks included in a Listing, and any other original element of a Listing.

pp. Listing Feeds Page means the webpages of WFR which provide information applicable to Broker Subscriber and his/her Agent Subscribers in connection with the granting of a License to Vendor, and on which Broker Subscriber or Agent Subscriber inputs information for WFR use. 

qq. Listing Forms means the forms of WFR available to applicable Subscribers for Listing input, changes to Listings and Listings status, and similar purposes, whether such forms are in printed form or electronic form.

rr. MLS Database means the compilation of Listings known as the MLS Database, as modified from time-to-time by WFR.

ss. MLS System means the online computer software system by which Subscribers can access the MLS Database and associated documentation, as applicable.

tt.  Other Brokers’ Listings means all Listings Submitted and included in the MLS Database, except the applicable Subscriber’s Listings.

uu. Policies and Procedures means these Policies and Procedures of Wasatch Front Regional Multiple Listing Service Inc., as amended from time-to-time by WFR.

vv. RETS means Real Estate Transaction Standards as defined further in Section 46.

ww. Secondary MLS Subscriber means that a Broker Subscriber is a member in good standing of a Board that offers a multiple listing service other than the WFR multiple listing service, and Subscriber desires to become a Subscriber to the WFR multiple listing service as a secondary or additional multiple listing system. WFR may require reasonable verification and documentation that Subscriber is a member of a Board and the MLS service offered by such Board.

xx. Seller means the seller (s) or lessor (s) of a property that is the subject of a Listing at issue under these Policies and Procedures.

yy. Seller Concessions means any special financing or sale concessions paid from Seller proceeds to or on behalf of the Buyer, as reflected on the settlement statement. Examples include points paid by Seller on behalf of Buyer, Seller-paid closing costs, cash or cash allowances not escrowed, down payment assistance, prepaid HOA fees, additions or alterations not considered deferred maintenance, and personal property not usual and customary to such transactions conveyed from Seller to Buyer having an agreed upon monetary value.  Carpet allowances or home repairs are not considered Seller paid concessions because they are considered deferred maintenance and restore the property.

zz. Short Sale means a transaction where title transfers, the sales price is insufficient to pay the total of all liens and costs of sale, and the Seller does not bring sufficient liquid assets to the closing to cure all deficiencies.

aaa. Staff Member means staff members and executive officers of the Boards, employees or independent contractors of Broker Subscribers, employees of Appraisers, and employees and consultants of WFR. No Staff Member may be an Agent, Broker, Appraiser, or Appraiser Trainee. Staff Members who are employees or independent contractors of a Broker Subscriber may be a Licensed Staff Member as defined herein. 

bbb. Staff Member Subscriber means a Staff Member who has entered into or accepted the terms of a Subscription Agreement.

ccc. State-Certified General Appraiser means a person who holds a current, valid certification as a state-certified general appraiser issued under the provisions of Utah Code Annotated, Section 61-2b-1 and following, or a person who holds a similar certification under the laws or regulations of Idaho or another state.

ddd. State-Certified Residential Appraiser means a person who holds a current, valid certification as a state-certified residential real estate appraiser issued under the provision of Utah Code Annotated, Section 61-2b-1 and following, or a person who holds a similar certification under the laws or regulations of Idaho or another state.

eee. State-Licensed Appraiser means a person who holds a current, valid license as a state- licensed appraiser issued under the provision of Utah Code Annotated, Section 61-2b-1 and following, or a person who holds a similar license under the laws or regulations of Idaho or another state.

fff. State-Licensed Residential Appraiser means a person who holds a current, valid license as a state-licensed residential real estate appraiser issued under the provision of Utah Code Annotated, Section 61-2b-1 and following, or a person who holds a similar license under the laws or regulations of Idaho or another state.

ggg. Subdivision means vacant lots or new homes in the same general geographic area that are under common ownership or control, are marketed for sale under the same or similar name or trademark, and are generally known as and referred to as a subdivision or planned unit development.

hhh. Submit, and all similar terms, means to input electronically through WFR’s Subscriber Website, or to submit to WFR, a Listing Form.

iii. Subscriber means collectively Agent Subscribers, Broker Subscribers, Appraiser Subscribers, Appraiser Trainee Subscribers, Staff Member Subscribers, and Limited Subscribers.

jjj. Subscriber’s Listings means the Listings for which the applicable Broker Subscriber is the Listing Broker and, in the case of an Agent Subscriber, those Listing for which the Agent Subscriber’s Broker Subscriber is the Listing Broker and which the Agent Subscriber is the listing Agent, and which Listings have been Submitted.

kkk. Subscription Agreement means an agreement in a form acceptable to WFR whereby a Broker, Agent, Appraiser, Appraiser Trainee, Staff Member, or Limited Access Person agrees to comply with these Policies and Procedures.

lll. Subscription Fees has the meaning set forth in Section of these Policies and Procedures. 63. Temporary Suspension Fee has the meaning set forth in Section c of these Policies and Procedures.

mmm. Temporary Suspension Period has the meaning set forth in Section c of these Policies and Procedures.

nnn. Terms of Use means the Forum terms of use set forth on the attached Exhibit B, which is incorporated into these Policies and Procedures by this reference.

ooo. Vendor has the meaning set forth in the IDX Policy.

ppp. VOW has the meaning set forth in the VOW Rules.

qqq. VOW Policy means the policy adopted by WFR with respect to the use of VOWs by Subscribers.

rrr. VOW Rules means the rules of WFR regarding the display of Listings on a VOW as set forth on the attached Exhibit C, which is incorporated into these Policies and Procedures by this reference.

sss. WFR or WFRMLS means Wasatch Front Regional Multiple Listing Service Inc., a Utah corporation.

ttt. WFR’s Subscriber Website means the website with the uniform resource locator of www.utahrealestate.com or a substitute website, in WFR’s sole discretion.         

2. Intent. These Policies and Procedures are designed to expedite the sale of real estate with due regard for the rights of the listing office, the selling office and the public. This principle underlies these Policies and Procedures and the conduct of Subscribers. Any effort or act which withholds from Broker Subscribers and Agent Subscribers any of the rights or benefits is a violation of the spirit of the concept of a multiple listing service. In addition to other purposes, the MLS Database is a means by which Broker Subscribers may make blanket unilateral offers of cooperation and compensation to other Broker Subscribers, acting as subagents, buyer agents, or both, and to disseminate Listing information among Subscribers so they may better serve their clients and the public.

3. Requirements to Become a Subscriber.

a. Any Broker who (i) is a member of a Board; (ii) is a REALTOR® in good standing; (iii) offers or  accepts cooperation and compensation to and from other Broker Subscribers in accordance with the applicable Board Rules and Regulations; and (v) enters into or accepts the terms of a Subscription Agreement, shall become a Broker Subscriber, subject to termination as provided in these Policies and Procedures. In addition, upon request of a Broker Subscriber, any Agent of such Broker Subscriber who enters into or accepts the terms of a Subscription Agreement shall become an Agent Subscriber, subject to termination as provided in these Policies and Procedures. No Agent may become or remain an Agent Subscriber if his/her Broker is not a Broker Subscriber in good standing. Use of information developed by or published by WFR is strictly limited to the activities authorized under a Broker Subscriber’s licensure or certification and unauthorized uses are prohibited. Further, none of the foregoing is intended to convey “participation” or “membership” or any right of access to information developed by or published by WFR where access to such information is prohibited by law.

Note: Mere possession of a broker's license is not sufficient to qualify to be a Broker Subscriber. Rather, the requirement that an individual or firm ‘offers or accepts cooperation and compensation’ means that the Broker Subscriber actively endeavors during the operation of its real estate business to list real property of the type listed in the MLS Database and/or to accept offers of cooperation and compensation made by Listing Brokers or Subscriber Agents. “Actively” means on a continual and on-going basis during the operation of the Broker Subscriber’s real estate business. The “actively” requirement is not intended to preclude subscribing to the services of WFR by a Broker Subscriber or potential Broker Subscriber that operates a real estate business on a part time, seasonal, or similarly time-limited basis or that has its business interrupted by periods of relative inactivity occasioned by market conditions. Similarly, the requirement is not intended to deny a subscription to the services offered by WFR to a Broker Subscriber or potential Broker Subscriber who has not achieved a minimum number of transactions despite good faith efforts. Nor is it intended to permit WFR to deny participation based on the level of service provided by the Broker Subscriber or potential Broker Subscriber as long as the level of service satisfies state law.

The key is that the Broker Subscriber or potential Broker Subscriber actively endeavors to make or accept offers of cooperation and compensation with respect to properties of the type that are listed in the MLS Database in which participation is sought. This requirement does not permit WFR to deny participation to a Broker Subscriber or potential Broker Subscriber that operates a VOW, including a VOW that the Broker Subscriber uses to refer customers to other Broker Subscribers, if the Broker Subscriber or potential Broker Subscriber actively endeavors to make or accept offers of cooperation and compensation. WFR may evaluate whether a Broker Subscriber or potential Broker Subscriber “actively endeavors during the operation of its real estate business” to “offer or accept cooperation and compensation” only if WFR has a reasonable basis to believe that the Broker Subscriber or potential Broker Subscriber is in fact not doing so. The membership requirement shall be applied on a nondiscriminatory manner to all Broker Subscribers and potential Broker Subscribers.

b. Any Appraiser who (i) is a member of a Board, (ii) is a REALTOR® in good standing, and (iii) enters into or accepts the terms of a Subscription Agreement, shall become an Appraiser Subscriber, subject to termination as provided in these Policies and Procedures. In addition, upon request of an Appraiser, an Appraiser Trainee employed by or working under the direction of the Appraiser who enters into or accepts the terms of a Subscription Agreement shall become an Appraiser Trainee Subscriber, subject to termination as provided in these Policies and Procedures. No Appraiser Trainee may become or remain an Appraiser Trainee Subscriber if the Appraiser who employs or supervises such Appraiser Trainee is not an Appraiser Subscriber in good standing.

c. In WFR’s sole discretion, and upon entering into or accepting the terms of a Subscription Agreement, a Licensed Staff Member, Staff Member or Limited Access Person shall become a Subscriber or Limited Subscriber, as applicable, subject to termination as provided in these Policies and Procedures.

d. WFR may require new Subscribers who have access to and use of the MLS Database and the MLS System to complete an orientation program of not more than eight (8) classroom hours devoted to the WFRMLS Policies and Procedures, computer training related to MLS information entry and retrieval, and the operation of the WFRMLS within thirty (30) days after access has been provided. All Subscribers may also be required, at the discretion of the WFRMLS, to complete additional training of not more than four (4) classroom hours in any twelve (12) month period when deemed necessary by the WFRMLS to familiarize Subscribers with system changes or enhancements and/or changes to these Policies and Procedures. Subscribers will be given the opportunity to complete any mandated additional training remotely.

e. In using the MLS, Subscribers shall not knowingly or recklessly make false or misleading statements about other real estate professionals, their businesses, or their business practices. 

f. MLS Subscribers shall present a true picture in their advertising and representations to the public, including Internet content posted and the URLs and domain names they use, and Subscribers may not: 

i.         engage in deceptive or unauthorized framing of real estate brokerage websites;

ii.        manipulate Listing and other content in any way that produces a deceptive or misleading result; 

iii.       deceptively use metatags, keywords, or other devices/methods to direct, drive, or divert Internet traffic; 

iv.       present content developed by others without either attribution or without permission;

v.        otherwise mislead consumers. 

4. Services Provided. Subject to the payment of all fees owing by the Subscriber to WFR, WFR agrees to make the MLS Database available for Subscriber to access through WFR’s Subscriber Website or by another means provided by WFR in accordance with the license granted in Section 5. No person, except the Subscriber, may access the MLS Database or use any of the other services provided to Subscribers under these Policies and Procedures.

5. License Grant. WFR hereby grants limited, nonexclusive and personal licenses to Subscribers as follows:

a. To each Broker Subscriber and Agent Subscriber a license to (i) access and use the MLS System and the Listings maintained in the MLS Database only for purposes expressly allowed under the respective Broker Subscriber’s and Agent Subscriber’s applicable certification or licensure, these Policies and Procedures, the VOW Policy and VOW Rules, and any applicable License Agreement, solely for providing real estate services, including the preparation of appraisals and other valuations to customers and clients, and undertaking the ordinary business activities of attempting to or supporting efforts of Broker Subscribers and Agent Subscribers to locate ready, willing, and able buyers for the properties described in the MLS Database, (ii) print or deliver electronically through electronic mail a reasonable number of individual Listings included in the MLS Database for the purpose of use by the Subscriber as a reference or worksheet, for pricing of real property, and comparative market analysis, or to deliver to an identified potential buyer or seller, (iii) use the Graphics of such Broker Subscriber only for reasonable advertising in Subscriber’s real estate sales business, (iv) use the Export Files to facilitate the operation of application software used by Broker Subscribers and Agent Subscribers, provided that such Broker Subscriber or Agent Subscriber confirms that an Export License Agreement has been executed for any such application software that copies or stores Export Files to a third party server, (v) Submit Listings in the MLS Database for a Broker Subscriber, and (vi) modify Listings strictly in accordance with the terms and conditions of these Policies and Procedures for a Broker Subscriber.

b. To each Appraiser Subscriber and Appraiser Trainee Subscriber a license to (i) access the MLS System and either the MLS Database or the sold Listings only contained in the MLS Database, in WFR’s sole discretion, and use such Listings included in MLS Database only for purposes expressly allowed under the respective Appraiser Subscriber and Appraiser Trainee Subscriber’s applicable certification or licensure, these Policies and Procedures, and any applicable License Agreement, solely for the use by the Appraiser Subscriber or Appraiser Trainee Subscriber to prepare an appraisal, an appraisal report, a certified appraisal report, or to perform a consultation service relating to real estate or real property in the ordinary course of the Appraiser Subscriber’s business or Appraiser Trainee Subscriber’s employer’s business, and (ii) use the Export Files to facilitate the operation of application software used by Appraiser Subscribers; provided that the Appraiser Subscriber confirms that an Export License Agreement has been executed for any such application software that copies or stores Export Files to a third party server. No license is granted to any Appraiser Subscriber or Appraiser Trainee Subscriber to Submit Listings in the MLS Database or modify any Listings. No Appraiser Subscriber or Appraiser Trainee Subscriber may access the MLS Database or use the information contained in Listings included in the MLS Database to prepare an appraisal, an appraisal report, a certified appraisal report, or to perform a consultation service relating to real estate or real property outside the scope of the his/her authority granted him/her under the licensing and certification provisions of Utah Code Annotated, Section 61-2b-1 and following, or other applicable law in the state where the Appraiser Subscriber or Appraiser Trainee Subscriber is licensed. Any appraisal, certified appraisal, or appraisal report issued or consultation performed by an Appraiser Subscriber or Appraiser Trainee Subscriber based on or related to his/her use of information contained in Listings included in the MLS Database must be properly within the scope of his/her authority granted under, and comply with requirements and restrictions of, the licensing and certification provisions of Utah Code Annotated, Section 61-2b-1 and following, or other applicable law. Each Appraiser Subscriber agrees to directly supervise Appraiser Trainees’ access to the MLS Database and use of the information contained in the Listings included in the MLS Database.c. With respect to Limited Subscribers:

c. With respect to Limited Subscribers:

i.         To each Limited Subscriber that is a staff member of the Utah Division of Real Estate, a license to access and use the MLS System and the MLS Database solely for the purpose of facilitating investigations the Utah Division of Real Estate conducts pursuant to its regulatory authority.

ii.         To each Limited Subscriber that is a staff member of county assessor offices in the state of Utah, Idaho, or any other state approved by WFR, or a staff member of the Utah State Tax Commission, a license to access and use the MLS System and only the portion of the MLS Database consisting of Sold Listings and sales price information solely for Limited Subscriber’s internal business purposes, namely, valuing and assessing real property. The sales price information may only be used for statistical purposes (including use of aggregated data for purposes of valuing property) and to confirm the accuracy of information submitted by property owners or their representatives in connection with property valuation challenges. In any instance where a Limited Subscriber makes sales price information available other than as provided in this provision, the license granted herein and in any separate data license agreement may be revoked by WFR, or a Listing Broker, with written authorization from a seller, who may request that the sales price information for a specific property be withheld from such Limited Subscriber. Notwithstanding anything to the contrary in these Policies and Procedures, WFR shall not grant a license to any Limited Subscriber that is a staff member of a county assessor office unless such Limited Subscriber grants to WFR a license to access such Limited Subscriber’s data regarding the tax assessed valuation of real property.

No license is granted to any Limited Subscriber to Submit Listings into the MLS Database or to modify any Listings.

d. To each Staff Member Subscriber a license to (i) access and use the MLS System, the MLS Database and the Listings included in the MLS Database solely for the purpose of providing administrative assistance or conducting administrative functions for a Board, an executive officer of a Board, a Broker Subscriber, Appraiser, or WFR, as applicable, (ii) Submit Listings in the MLS Database for a Broker Subscriber, and (iii) modify Listings strictly in accordance with the terms and conditions of these Policies and Procedures for a Broker Subscriber.

Except as expressly authorized in these Policies and Procedures or an applicable License Agreement, Subscriber agrees not to rent, lease, sublicense, distribute, transfer, copy, reproduce, display, modify, store, time-share, or otherwise use the MLS Database or the information maintained in the MLS Database. Subscriber further agrees to take all reasonable steps to protect the MLS Database from unauthorized access, copying, or use.

6. Location of the MLS System. The MLS System shall at all times remain on a computer server or servers maintained by WFR. Subscriber shall not receive a copy of the MLS System, but shall only have the right to access and use the MLS System in accordance with this Agreement. Access to the MLS System shall be through WFR’s Subscriber Website.

7. Listings Included in the MLS Database. Broker Subscribers and Agent Subscribers agree and acknowledge that WFR may maintain the MLS Database and the IDX Database using data and other information from the applicable Subscriber’s Listings.

8. Subscription Fees.

a. In consideration for services provided and the rights granted under these Policies and Procedures, Subscriber agrees to pay to WFR an initial subscription fee plus a monthly subscription fee in the amounts set forth as fees on WFR’s Subscriber Website (the “Subscription Fees”). The amount of the monthly Subscription Fees may be increased from time-to-time in WFR’s sole discretion. All Subscription Fees shall be due and payable in advance and upon receipt of an invoice from WFR, which invoice may be delivered electronically. Initial Subscription Fees and monthly Subscription Fees, including prepaid fees, are not refundable or transferable to another Subscriber in the event Subscriber terminates or is terminated as a Subscriber.

b. Each Broker Subscriber agrees to pay to WFR all unpaid Subscription Fees and other fees and amounts, including any license fees under any License Agreement owing to WFR by any of such Broker Subscriber’s Agents.  In addition, Broker Subscriber agrees to pay to WFR an amount equal to the fees that would be owing by all Agents employed by or affiliated with the Broker Subscriber and who have access to and use of the WFR MLS System and who are not Subscribers, but who are active licensees as shown on the records of the Utah Division of Real Estate. Broker Subscribers shall also pay to WFR all applicable fees for any of such Broker’s Staff Members or Licensed Staff Members who have access to and use of the WFR MLS System.  All fees are due in advance at the offices of WFR by the Due Date as posted in the WFR Fee Schedule posted on the WFR web site. As a courtesy to Broker Subscriber, WFR will bill Agent Subscribers directly, but the ultimate responsibility for the payment of all Agent and Broker Subscriber fees is that of the Broker Subscriber. Late fees and fines are the responsibility of the billed Agent in accordance with Section 42.

c. If Broker Subscriber joins and subscribes to the WFR multiple listing service as a Secondary Multiple Listing Service, then WFR agrees to waive the fees that would be owing by all Agents of Broker Subscriber except for those Agents who execute a Subscription Agreement and agree to abide by the Policies and Procedures of WFR. No Agent may be an Agent Subscriber, including a Secondary MLS Subscriber, unless the Agent’s Broker qualifies as and becomes a Broker Subscriber.

d. Each Appraiser Subscriber agrees to pay to WFR all unpaid Subscription Fees and other fees and amounts owing to WFR by any Appraiser Trainees working under the direction of or employed by such Appraiser. In addition, each Appraiser Subscriber agrees to pay to WFR an amount equal to the fees that would be owing by all Appraiser Trainees who are employed by or working under the direction of such Appraiser and who have access to and use the WFR MLS System, and who are not Subscribers. If Appraiser Subscriber joins and subscribes to the WFR multiple listing service as a Secondary Multiple Listing Service, then WFR agrees to waive the fees that would be owing by all Appraiser Trainees of Appraiser Subscriber except for those Appraisal Trainees who execute a Subscription Agreement and agree to abide by the Policies and Procedures of WFR.

9. Intellectual Property Ownership; Enforcement.

a. Subscriber acknowledges and agrees that the MLS Database, the Listing Forms, Listing Content, and the IDX Database, including all copies, modifications, enhancements, and derivative works of the MLS Database, Listing Forms, and the IDX Database, are proprietary, confidential, original works of authorship of WFR protected under United States copyright, trademark, and trade secret laws of general applicability. Subscriber further acknowledges and agrees that all right, title, and interest in and to the MLS Database, Listing Forms, and the IDX Database, together with all copies, modifications, enhancements, and derivative works, including all copyright and other intellectual property rights are and shall remain with WFR. Subscriber hereby assigns to WFR any and all rights which it may have or acquire in and to the MLS Database and IDX Database. Subscriber agrees to execute all documents and take all action reasonably requested by WFR in connection with the assignment of rights to WFR. Nothing in these Policies and Procedures shall be deemed to convey to Subscriber an interest in or to the MLS Database, IDX Database, or Listing Forms, but only a limited right of access and use, revocable in accordance with the terms of these Policies and Procedures.

b. WFR acknowledges and agrees that the Listing Content of Subscriber’s Listings, including all copies, modifications, enhancements, and derivative works of the Subscriber’s Listings, are proprietary, confidential, original works of authorship of each respective Broker Subscriber protected under United States copyright, trademark, and trade secret laws of general applicability. Subscriber further acknowledges and agrees that all right, title, and interest in and to Listing Content of Subscriber’s Listings, together with all copies, modifications, enhancements, and derivative works, including all copyright and other intellectual property rights are and shall remain with each respective Broker Subscriber. Subject to the provisions of Section 9.a, WFR hereby assigns to Broker Subscriber any and all rights which it may have or acquire in and to the Listing Content of Subscriber’s Listings. WFR agrees to execute all documents and take all action reasonably requested by Broker Subscriber in connection with the assignment of rights to Broker Subscriber. Nothing in these Policies and Procedures shall be deemed to convey to WFR an interest in or to the Listing Content of Subscriber’s Listings, but only rights granted under these Policies and Procedures.

c. Each Broker Subscriber hereby grants to WFR a non-exclusive, irrevocable, worldwide, royalty free license to use, sublicense through multiple tiers, copy, publish, display, and reproduce all of Subscriber’s Listings, to prepare derivative works of Subscriber’s Listings, and to distribute Subscriber’s Listings, or any derivative works thereof. Such license shall be deemed granted as of the moment of creation without the necessity of any further action on the part of either party. Each Broker Subscriber represents, warrants, and covenants to WFR with respect to each respective Subscriber’s Listings any Listing Content, and any information uploaded to the MLS System that each such Subscriber’s Listings, Listing Content, and uploaded information and the license of rights in and to the Subscriber’s Listings to WFR, do and shall not infringe or violate any trademarks, copyrights, trade secrets, or other intellectual or proprietary rights of any third party.

d. Broker Subscriber agrees not to challenge WFR’s rights in and to the MLS Database or to take any action inconsistent with the license granted to Subscriber’s Listings under these Policies and Procedures. Broker Subscriber agrees to take all action and execute and deliver to WFR all documents requested by WFR in connection with the license granted to WFR in and to Subscriber’s Listings. Broker Subscriber further agrees to take all action and execute and deliver to WFR all documents requested by WFR in connection with the copyright application and registration of the MLS Database.

e. Broker Subscriber shall indemnify WFR against all damages, costs, and liabilities, including reasonable attorney fees, arising from any claim that Subscriber’s Listings, or any portion of Subscriber’s Listings, infringes the rights of any third party. BROKER SUBSCRIBER ACKNOWLEDGES THAT HE OR SHE MUST OBTAIN ASSIGNMENTS OR LICENSES FROM THE AUTHORS OF ANY PORTIONS OF SUBSCRIBER’S LISTINGS, INCLUDING AFFILIATES, SELLERS AND THIRD-PARTY CONTRIBUTORS, AS NECESSARY FOR BROKER SUBSCRIBER TO LICENSE SUBSCRIBER’S LISTINGS TO WFR AND TO OTHERWISE MAKE FULL USE OF SUBSCRIBER’S LISTINGS UNDER THESE POLICIES AND PROCEDURES. IF BROKER SUBSCRIBER FAILS TO DO SO, BROKER SUBSCRIBER WILL ASSUME AND REIMBURSE WFR FOR THE COST OF DEFENDING WFR AGAINST INFRINGEMENT CLAIMS AND PAYING DAMAGES ON ANY SUCH CLAIMS.

f. Broker Subscriber hereby grants to WFR all rights necessary for WFR to protect and enforce all intellectual property rights associated with Subscriber’s Listings, including all copyrights. In accordance with the grant of such rights, Broker Subscriber hereby irrevocably authorizes, empowers and vests in WFR the right, and appoints WFR as Broker Subscriber’s attorney in fact, to do the following:

i.     Add watermarks or other means of identification to any and all Listings, regardless of whether such means of identification is visible, and take any and all other action deemed appropriate by WFR to identify the source of any misuse, infringement, or misappropriation of any Listing Content.Add watermarks or other means of identification to any and all Listings, regardless of whether such means of identification is visible, and take any and all other action deemed appropriate by WFR to identify the source of any misuse, infringement, or misappropriation of any Listing Content.

ii.     Send demand letters, exercise rights under any applicable license agreements, and take any and all other action deemed appropriate by WFR to prevent the misuse, infringement, or misappropriation of any Listing Content.

iii.     Enforce and compromise any and all intellectual property rights in the Listing Content, including all copyrights, whether such rights are held in the name of Broker Subscriber, or others, and take all action deemed necessary and appropriate by WFR in connection with the enforcement of all such rights, including, without limitation, the filing and prosecution of litigation or binding arbitration with respect to any potential claim of infringement, misappropriation, or other similar claim, the naming of any parties deemed appropriate by WFR, and the collection of any damages.

iv.     Execute all documents, whether in the name of Broker Subscriber, and/or WFR, deemed appropriate by WFR to effect any of the foregoing.

Notwithstanding the foregoing, nothing in this Section 9.f requires WFR to take any action against any person, firm, partnership or other entity that Broker Subscriber claims may be infringing any Listing Content.

10. Notification of Potential Infringement.

a. If any Subscriber believes its copyright, trademark or other property rights have been infringed by any Listing included in the MLS Database or in a posting on any Forum, Subscriber should send notification to WFR’s designated agent (“Designated Agent”), as identified below, immediately. To be effective, the notification must include:

i.     A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

ii.     Identification of the copyrighted work claimed to have been infringed;

iii.     Information reasonably sufficient to permit WFR to contact the complaining party, such as address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;

iv.     Identification of the material that is claimed to be infringing or to be subject to infringing activity and that is to be removed and information reasonably sufficient to permit WFR to locate the material;

v.     A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or the law; and

vi.     A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

b. Pursuant to the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. § 512(c), WFR’s Designated Agent for notice of claims of copyright infringement can be reached as indicated below. The Designated Agent shall be:Wasatch Front Regional Multiple Listing Service, Inc.

230 West Towne Ridge Parkway
Suite 400
Sandy, Utah 84070
Attention: Rebecca Jensen

c. Subscriber acknowledges and agrees that upon receipt of a notice of a claim of copyright infringement, WFR may immediately remove the identified materials from the MLS Database or the MLS System without liability to Subscriber or any other party and that the claims of the complaining party and the party that originally posted the materials will be referred to the United States Copyright Office for adjudication as provided in the DMCA.

d. Any copyright infringement by Subscriber shall not be tolerated. If any Subscriber is a repeat infringer of any copyright, trademark or other proprietary right, the license granted to Subscriber in these Policies and Procedures shall immediately terminate.

11. Third Party License Agreements; Broker Subscriber Consent. Subject to obtaining the consent of each Broker Subscriber, after giving notice as provided in this Section 11, each Subscriber acknowledges and agrees that WFR may license, or otherwise grant rights, to a third party, including Vendors, to the MLS Database or the IDX Database, or any or all of the Listings included in the MLS Database or the IDX Database, at any time in WFR’s sole discretion, for any purpose deemed appropriate by WFR. In accordance with the foregoing, each Broker Subscriber and Agent Subscriber expressly consents to WFR granting the licenses and other rights described in the foregoing sentence, including, but not limited to, the display of Listings on www.utahrealestate.com or any other website maintained by WFR. Except for licenses granted to display IDX Listings in accordance with the IDX Policy, licenses granted to display Listings on a VOW in accordance with the VOW Policy and VOW Rules, and licenses granted to Subscribers which are necessary to enable Subscribers to facilitate cooperative brokerage transactions involving Listings included in the MLS Database, WFR agrees to provide notice of any license granted by WFR to a third party by displaying a list of third party licensees on the Listing Feeds Page. Broker Subscriber may rescind such consent for the inclusion of his/her Listings in a specific license, if Broker Subscriber provides notice to WFR within ten (10) days of delivery of the WFR notice to Broker Subscriber. Nothing in this Section 11 shall prohibit or restrict the rights of a Broker Subscriber to at any time make an IDX Non-Participation election under the terms of Section 4 of the IDX Policy, nor shall it prohibit or restrict the rights of a Seller to at any time direct the Broker Subscriber to withhold the Listing, or property address, from display on the Internet in accordance with a Seller Opt-Out Form delivered in accordance with Section 4 of the IDX Policy. 

12. Consent for IDX Listing Displays and Licenses. Unless a Broker Subscriber or Agent Subscriber has made an IDX Non-Participation Election, each Broker Subscriber expressly consents to all IDX Participating Brokers and all IDX Agents advertising all Listings for properties listed for sale by the Broker Subscriber in accordance with the IDX Policy, and in connection with such advertising, each Broker Subscriber consents to WFR granting licenses to all IDX Listings to IDX Participating Brokers, IDX Agents, Vendors and other third parties deemed appropriate by WFR to facilitate the display of IDX Listings by IDX Participating Brokers and IDX Agents.

13. License to Subscriber’s Listings. Upon the receipt of a written request from a Broker Subscriber, in a form acceptable to WFR, and so long as Broker Subscriber, the applicable Agent Subscriber, and/or the applicable Vendor are not in default under these Policies and Procedures, or any agreement with WFR, WFR will grant to the Broker Subscriber, the applicable Agent Subscriber of the Broker Subscriber, or the applicable Vendor a license to the Subscriber’s Listings only. The license will only be granted pursuant to a License Agreement. WFR has no obligation to grant a license to the Broker Subscriber, any Agent Subscriber, or any Vendor which does not enter into a License Agreement. In addition to any applicable license fee payable by the Broker Subscriber, Agent Subscriber, and/or the Vendor, the Broker Subscriber or Agent Subscriber shall pay to WFR all costs and expenses incurred by WFR in connection with any licenses and any services provided by WFR in connection with such licenses.

14. Interruptions in Service. Each Subscriber acknowledges that WFR’s Subscriber Website may from time-to-time be unavailable to Subscriber, whether because of technical failures or interruptions, intentional downtime for service or changes to WFR’s Subscriber Website, or otherwise. Subscriber agrees that any modification of WFR’s Subscriber Website, and any interruption or unavailability of access to WFR’s Subscriber Website, or access to the MLS Database or IDX Database, shall not constitute a default of any obligations of WFR under these Policies and Procedures, and that WFR shall have no liability of any nature to any Subscriber for any such modifications, interruptions, unavailability, or failure of access.

15. Passwords. Subscriber shall not have access to the MLS Database or the MLS System without a password. The initial temporary password will be provided by WFR, and thereafter, the Subscriber shall create and maintain its own password in accordance with these Policies and Procedures. Passwords are subject to change, suspension, or cancellation by WFR at any time; provided, however, WFR shall not cancel a password unless Subscriber is in default, WFR has reason to believe that Subscriber is in default, or events have occurred or are occurring which WFR believes in good faith may reasonably lead to a default under these Policies and Procedures. WFR may, at any time, require that passwords be changed. If, at any time, Subscriber has reason to believe that a password is being used or has been disclosed to anyone not authorized under these Policies and Procedures, Subscriber shall immediately give notice of such event to WFR.

16. Copies and Derivative Works. Subscriber may not do any of the following, either directly or indirectly, including assisting any other person or otherwise contributing in any way to any of the following:

a. Make any copies of the MLS Database or IDX Database, or any portion of the MLS Database or IDX Database, including any specific Listing included in the MLS Database or IDX Database, except as expressly provided in these Policies and Procedures or an applicable License Agreement.

b. Create any derivative works, enhancements, or other modifications of the MLS Database or IDX Database, or any portion of the MLS Database or IDX Database, except as expressly provided in these Policies and Procedures or an applicable License Agreement.

c. Download, distribute, export, or transmit the MLS Database or IDX Database, or any portion of the MLS Database or IDX Database, to any computer or other electronic device, or otherwise transmit electronically, or otherwise, the MLS Database or IDX Database, or any portion of the MLS Database or IDX Database, except as expressly provided in these Policies and Procedures or an applicable License Agreement.

d. Publicly display the MLS Database or IDX Database, or any portion of the MLS Database or IDX Database, except as expressly provided in these Policies and Procedures or an applicable License Agreement.

17. Use of Sold Data for Market Comparisons. Information from the MLS Database of current Listing information, from statistical reports, and from any sold or comparable report of the Board or WFR may be used by Broker Subscribers and Agent Subscribers as the basis for aggregated demonstrations of market share or comparisons of firms in public mass-media advertising or in other public representations. Notwithstanding the foregoing, Broker Subscribers and Agent Subscribers shall not include in any such advertising or representation information about specific sold properties for which the Broker Subscriber or the Agent Subscriber’s Broker Subscriber was not the Listing Broker or Cooperating Broker. Any print or non-print forms of advertising or other forms of public representations based in whole or in part on information supplied by the Board or WFR must clearly demonstrate the period of time over which such claims are based and must include the following, or substantially similar, notice:

Based on information from Wasatch Front Regional Multiple Listing Service, Inc. for the period (date) through (date).

18. Submission of Listings.

a. As a material condition to a Broker Subscriber, and any Agent Subscribers of such Broker Subscriber, accessing the MLS Database or the IDX Database, Broker Subscriber agrees to Submit, and Agent Subscribers agree to cause its Broker to Submit, and Agent Subscribers and Broker Subscribers agree that WFR may include in the MLS Database, all Listings for properties listed for sale by the Broker Subscriber, or any of the Agents of such Broker Subscriber, or the Agent Subscriber, except the following:

i.     Commercial, industrial and business properties. Multiple residential units, such as duplexes, triplexes, and four-plexes are not included as business properties.

ii.     Exclusive Office Listings ; provided, however, that Seller, Listing Agent, and Broker Subscriber shall sign and Submit to WFR within five (5) Business Days after the applicable Listing Agreement is signed by the Seller, a disclosure form confirming Seller’s decision not to submit the Listing to WFR. The Seller may sign WFR’s Exclusive Office Listing Disclosure Form or another form that includes, at a minimum, the Seller’s acknowledgement that (a) the listing information will not be advertised on UtahRealEstate.com or any other website for access by the general public; (b) the listing information will not be distributed to subscribers to the MLS; (c) the listing information may not be available to the potential buyers working with thousands of real estate professionals who participate in the MLS; and (d) the listing information’s exposure to the market may be drastically reduced, which could result in not receiving the best possible offer.

iii.     Open Listings, which are Listings that are not exclusive to the Broker Subscriber.

b. For Secondary MLS Broker and Agent Subscribers, and subject to the limitations in Section 18 a. (i)-(iii), the Broker Subscriber agrees to submit, and agrees that WFR may include in the MLS Database and IDX Database, and in any licensing or public display of the MLS Database, all Listings for properties listed for sale by the Broker Subscriber, or any of the Agents of such Broker Subscriber who have entered into a WFR Subscription Agreement.

c. WFR may refuse to accept or include in the MLS Database and/or IDX Database any Listing, for any reason, in its sole discretion, but WFR shall give notice to the applicable Broker Subscriber of the reason(s) for refusing to accept or include in the MLS Database and/or IDX Database.

d. Notwithstanding any provisions of these Policies and Procedures to the contrary, Subscriber may Submit to WFR, and WFR may include in the MLS Database, one or more, but not necessarily all, of the Listings in a Subdivision at the same time if (i) the Listing Broker includes a statement in the “Broker/Agent Remarks” section of all the Listings for the Subdivision which have been Submitted which provides notice to all Cooperating Brokers that some or all of the vacant lots and new homes in the Subdivision are subject to a Listing Agreement, and that compensation will be offered to the Cooperating Broker as negotiated between the Listing Broker and Cooperating Broker, and (ii) the Listing Broker intends to, and Submits, all of the Listings under the applicable Listing Agreements with the Listing Broker for the new homes and vacant lots in the Subdivision within a reasonable time after the first Listing in the Subdivision is Submitted by the Listing Broker.

e. The Process to submit a sales price is as follows:

i.     Any Broker Subscriber that represented a Seller in a sales transaction for a property that was the subject of a Listing in the WFR MLS Database shall report the final sales price and sales information as required in Section 33 of these Policies and Procedures. The Broker or Agent Subscriber that represented the Seller and the Buyer in the sales transaction shall be duly recorded in the MLS Database. Subscribers have the option of not reporting the Sales Price of a Listed Property, but WFRMLS will require the following:

1.   A completed Non-Disclosure of Sales Price Form, signed by the Seller, Listing Agent, Listing Broker, Buyer, Buyer's Agent, and Buyer's Broker.

2.   The Listing Agent shall submit the completed Non-Disclosure of Sales Price Form to the MLS within ten (10) Business Days of the date of the sale of the property, in lieu of reporting the final sales price and sales information as required in Section 33 of the Policies and Procedures. 

3.   A $500 Non-Disclosure of Sales Price Service Fee will be paid to the MLS by the Listing Agent. The $500 Service Fee must be paid to the MLS no later than the last day of the month in which the Non-Disclosure of Sales Price Form is submitted. Listing Agent's with outstanding fees may find their membership access to the MLS suspended for any outstanding dues and fees owed to the MLS. (Notwithstanding payment by the Listing Agent, this does not preclude the Listing Agent from collecting the required Service Fee, or any porting of the Service Fee, from one or more of the parties of Agents named in this agreement.)

4.   Once the $500 Service Fee has been paid to the MLS, the Listing will be removed from the MLS Database in a timely manner, and will no longer be available or visible to the MLS Subscribers. This will remove the Listing from all elements of the MLS system, including the sold property database, statistics and reports. The Agent or Broker the represented the Seller and the Buyer in the transaction will not be duly recorded in the MLS Database. 

5.   The MLS intends to restore Listings removed by the Non-Disclosure of Sales Price Form at such time as the necessary changes to the MLS system have been made to allow a Listing status to be updated to Sold without inputting a Sales Price. Therefore the MLS reserves the right to maintain the listing content, including photos, comments and listing changes, in a data archive and restore the Listing to the MLS system at a later date; with the sales price remaining unavailable and not visible to MLS Subscribers. 

6.   A $1500 fine would apply to the Listing Subscriber that did not properly submit a Non-Disclosure of Sales Price Form, but instead expired the Listing from the MLS System in lieu of accurately updating and reporting the Listing Status. 

ii.     In the event a Broker Subscriber who represented a Seller in a sales transaction for a property that was the subject of a Listing in the MLS Database does not report the final sales price and sales information as required under Section 33 of these Policies and Procedures, then the Broker Subscriber who represented the Buyer in the sales transaction may request that the WFR allow the Submission of the final sales price and sales information and shall provide to the WFR the written permission of the Seller or Buyer of the property and all relevant documentation for the closing of the sale of the property, including applicable HUD forms, appraisals, and other closing documents. The Broker or Agent Subscriber that represented the Seller and the Buyer in the transaction, as shown on the required documentation, shall be duly recorded in the MLS Database.

iii.     In the event a Broker Subscriber who was, or was not, a party to a sales transaction desires to Submit a Listing, including sales price and sales information, for a property which has been sold, but was not Listed in the WFR MLS Database prior to closing, then such Broker Subscriber may request that WFR allow the Submission of the Listing and sales price and sales information by providing the written permission of the Seller or Buyer of the property and all relevant documentation for the closing of the sale of the property, including applicable HUD forms, appraisals, and other closing documents. In the event that the property that is the subject of the Listing was not Listed on the MLS Database prior to closing, the Broker and Agent Subscriber who represented either the Seller or the Buyer shall be shown and recorded as “non-MLS” in the MLS Database. However, if the Broker Subscriber who represented the Buyer is submitting the request and the required information under this section (iii), then such Broker Subscriber shall be shown as representing the Buyer in the MLS Database.

iv.     Any Broker Subscriber Submitting a Listing under this Section acknowledges that WFR maintains the MLS Database, and the information maintained in the MLS Database must be accurate and not misleading. WFR advises the Broker Subscriber that the MLS Database may not be used to promote or in any way facilitate loan fraud, or any other illegal activity. Accordingly, the Broker Subscriber, Agent Subscriber, and Staff Member Submitting such Listing jointly and severally represent and warrant to WFR and agree that all information submitted to WFR regarding the Listing, including all information included in the Listing Form, and subsequent documents, specifically including the sold price, is and will be accurate and not misleading, and otherwise complies in all respects with these Policies and Procedures and applicable law, and the Broker Subscriber, or his/her Agent Subscriber, has conducted reasonable due diligence to confirm the accuracy of all such information. 

f. In addition to WFR’s right to remove a Listing pursuant to Section c, WFR may remove a Listing if (i) directed by court order, or (ii) directed in writing by the director of the Utah Division of Real Estate.

19. Representations and Warranties Regarding Listings. Each Broker Subscriber and Agent Subscriber represents and warrants with respect to each Listing or change to a Listing Submitted under these Policies and Procedures to be included in the MLS Database the following:

a. The Broker Subscriber and the Seller have entered into an Exclusive Agency Listing Agreement or an Exclusive Right to Sell Agreement for the property included in the Listing being Submitted. This may include a co-Exclusive Agency or co-Exclusive Right to Sell Listing Agreement signed by the Broker Subscriber and another real estate broker authorized by the Seller, and only if the co-Broker is also a REALTOR® member of a Board. The existence of another REALTOR® on any Listing Agreement signed by the Seller and the Broker Subscriber shall not change or eliminate Broker Subscriber’s obligations and rights under these Policies and Procedures. 

b. The respective Seller has agreed in writing to consent, and the Broker Subscriber and Agent Subscriber hereby consent, to WFR including the Listing and any Confidential Information in the MLS Database, the licensing of the MLS Database, disclosure and public display of the Listing by WFR, and any other lawful use of the Listing by WFR as provided in these Policies and Procedures.

c. The Listing complies in all respects with these Policies and Procedures and with all applicable law.

d. To the best of Subscriber’s and any applicable Agent’s knowledge and after reasonable due diligence to verify the accuracy of all information in the Listing, all information Submitted with respect to the Listing is accurate and not misleading, and Submitted strictly in accordance with the terms of these Policies and Procedures. Without limiting Broker Subscriber’s obligations under the foregoing sentence, Broker Subscriber shall not knowingly Submit any information that is false or misleading, including any Listing with any false or misleading information.

e. The Listing, including without limitation, all Listing Content, which includes all Graphics, and all other components of the Listing, are original works of authorship of the Broker Subscriber, or Broker Subscriber is the assignee or licensee of such Listing, and its components, pursuant to an enforceable assignment or license. Except for Broker Subscriber, no other person or entity has any rights of any nature in or to the Listing, including any component of the Listing. In addition, if any Graphics include any persons, or the likeness or image of any person, Broker Subscriber has obtained the written consent of each such person to the display of the person’s likeness or image in the Graphic, including a waiver of all applicable publicity rights, and delivered a copy of such consent to WFR.

f. There is no claim, litigation or proceeding pending or threatened with respect to the Listing, or any component of the Listing.

g. The Listing and its components, and their use by WFR, or any third party, do not infringe or violate any patents, copyrights, mask work rights, trademarks, trade secrets or other proprietary rights of any third party.

20. Maintain Current Listings; Sold Listing Notice.

a. Notwithstanding the representations made in Section 19 of these Policies and Procedures, in the event any information contained in any Listing is inaccurate, misleading, or not in compliance with these Policies and Procedures, each Broker Subscriber agrees to take all action necessary, and each Agent Subscriber agrees to cause his/her Broker, to modify each such Subscriber’s Listing so it is not inaccurate, misleading, or not in compliance with the terms of these Policies and Procedures.

If at any time a Subscriber has a reasonable basis to believe that a sold Listing is not in compliance with the terms of these Policies and Procedures, such Subscriber is encouraged to report the non-compliance to WFR. Specifically, if a Subscriber has a reasonable basis to believe that a sold Listing has been Submitted for a transaction that does not fairly represent the value of the property sold, or is otherwise not in compliance with applicable law, such Subscriber may submit to WFR a Sold Listing Notice Form. Upon receipt of a completed Sold Listing Notice Form, WFR shall deliver a copy of the Sold Listing Notice Form to the Subscriber who Submitted the Sold Listing and the Listing Broker. If WFR does not receive any objection from the Subscriber who Submitted the Sold Listing, or the Listing Broker, within three (3) business days after delivery of such notice, WFR may amend and correct the Sold Listing data on the MLS System.  If WFR receives an objection to the Sold Listing Notice Form from the Subscriber who Submitted the Sold Listing, or the Listing Broker, within three (3) business days of delivery of notice, WFR shall determine whether to amend and correct the Sold Listing data on the MLS System.

b. WFR may run objective models to identify sold Listings that appear not to represent the value of the property sold, or are otherwise not in compliance with applicable law. If WFR determines from the results of the model that there are such sold Listings, WFR shall generate a report, which includes information on the Sold Listing Notice Form, and may make the report available to the Utah Division of Real Estate, but not to Subscribers.

21. Confidential Information.

a. Any information provided by WFR to any Subscriber, including without limitation, the MLS Database, the IDX Database, any printouts of the MLS Database and IDX Database as provided under these Policies and Procedures, and all Subscriber’s Listings and Other Brokers’ Listings, including personal information of a Seller included in a Subscriber’s Listing or Other Brokers’ Listing, and Subscriber’s password to the MLS Database and IDX Database (collectively “Confidential Information”) shall be maintained by Subscriber as confidential and available exclusively for use by the Subscriber as provided in these Policies and Procedures. Subscriber shall not disclose any Confidential Information to anyone, except as ordered by a court of competent jurisdiction or as otherwise required by law. Subscriber shall not disclose any Confidential Information pursuant to a court order or as required by law until Subscriber has given WFR ten (10) calendar day’s prior written notice and an opportunity to oppose such disclosure. Notwithstanding the foregoing, Subscriber may disclose individual Listings maintained in the MLS Database in the ordinary course of Subscriber’s business as a real estate professional. Subscriber shall not disclose  his/her password to another Authorized User, but may use other MLS System features to authorize another Authorized User to assist Subscriber. 

b. The following fields of Listing Content may not be displayed, delivered, or otherwise communicated by a Subscriber to any consumer by any means, including through a Display Website, VOW website, office, email, or any other form of oral or written communication, and shall be deemed Confidential Information: buyer agent commission and whether this amount is gross or net of the total sales price; contact phone numbers and whether such phone numbers belong to the seller, agent, or agent’s secretary; contact voice with respect to a telecommunications device for the deaf; expiration date on active Listings; dual or variable rate; Listing agent’s email address; co-Listing agent’s email address; Listing office email address; broker or agent remarks; and show instructions.

c. Except as provided in this Section c, the following Listings, and any Listing Content included in such Listings, may not be displayed, delivered, or otherwise communicated by a Subscriber to any consumer by any means, including through a Display Website, VOW website, office, email, or any other form of oral or written communication, and shall be deemed Confidential Information: expired, withdrawn, off-market, or pending (“under contract”) Listings, and sales price information. Subscriber may obtain and display or deliver a limited number of the foregoing Listings from the MLS System in connection with providing brokerage or appraisal services, including comparative market analyses, but only so long as the Listings are selected by, or using criteria selected by, Subscriber in the course of providing brokerage or appraisal services.

22. Additional Representations and Warranties of Subscriber. Each Subscriber represents and warrants the following to WFR:

a. If Subscriber is a Broker Subscriber, Subscriber is a member of a Board in good standing. If Broker Subscriber is a Secondary MLS Subscriber, Subscriber is a member of a Board in good standing and is a member of the multiple listing service operated by such Board.

b. If Subscriber is a Broker Subscriber, all of Subscriber’s Agents have entered into or accepted the terms of Subscription Agreements, unless Broker Subscriber has joined the WFR as a Secondary MLS Subscriber.

c. If Subscriber is an Agent Subscriber, Subscriber is an agent of a Broker Subscriber, either as an employee or independent contractor of a Broker Subscriber.

d. If Subscriber is an Appraiser Subscriber, Subscriber is a State-Certified General Appraiser, State-Certified Residential Appraiser, State-Licensed Appraiser, or a State- Licensed Residential Appraiser in the state of Utah or Idaho.

e. If Subscriber is an Appraiser Subscriber, all of Subscriber’s Appraiser Trainees have entered into or accepted the terms of Subscription Agreements.

f. If Subscriber is an Appraiser Trainee Subscriber, Subscriber is employed by or working under the direction of an Appraiser Subscriber.

g. Unless Subscriber is a Limited Access Subscriber or Staff Member, Subscriber is licensed in the state of Utah to provide the professional services being offered by Subscriber, and is in good standing and not subject to any disciplinary action.

h. The fulfillment of Subscriber’s obligations as contemplated, and the provision of services provided, under these Policies and Procedures are proper and lawful.

i. Subscriber is not and shall not be under any disability, restriction or prohibition related to compliance with these Policies and Procedures and the performance of its obligations under these Policies and Procedures.

23. Compliance with Governing Rules; Request for Information. Subscriber covenants and agrees at all times to fully comply with and perform all of the Subscriber’s obligations under these Policies and Procedures, and to the extent applicable, Board Rules and Regulations, and the Code of Ethics and Standards of Practice of the National Association of REALTORS®. Broker Subscribers shall not enter into any Listing Agreement, or any other agreement, with terms or conditions inconsistent with these Policies and Procedures. WFR may from time to time request that a Subscriber provide to WFR a copy of documentation or materials relating to a Subscriber’s Listing, including without limitation a copy of the applicable Listing agreement and settlement statements for the purpose of verifying Subscriber’s compliance with these Policies and Procedures, or any other reasonable purpose of WFR. Subscriber shall provide WFR with all such requested documentation or materials within three (3) Business Days after WFR’s request.

24. Jurisdiction for Listings. Only Listings of the designated types of property located within the jurisdiction of WFR are required to be Submitted to WFR. The jurisdiction of WFR means the areas serviced by Broker Subscribers.

25. Listings of Expelled/Terminated Broker Subscribers. When a Broker Subscriber is expelled from the Board, except where participation in a multiple listing service without Board membership is permitted by law, or terminated by WFR, or both, for failing to abide by a membership duty, for example, violation of the Code of Ethics, Board bylaws, WFR bylaws, these Policies and Procedures, or other membership obligations, except failure to pay appropriate dues, fees, or charges, if the expelled Broker Subscriber has given written instructions of his/her election to do so within a reasonable time after expulsion, WFR shall continue to include the Subscriber’s Listings of the expelled or terminated Broker Subscriber in the MLS Database, until the Subscriber’s Listing is sold, withdrawn, or expired. The Subscriber’s Listing shall not be renewed or extended by WFR beyond the termination date of the Listing agreement in effect when the expulsion became effective. If a Broker Subscriber has been expelled from the Board, except where participation in a multiple listing service without Board membership is permitted by law, or terminated by WFR, or both, for failure to pay appropriate dues, fees, or charges, WFR is not obligated to provide services, including access to and use of the MLS Database, or any portion of the MLS Database, to the expelled Broker Subscriber, and is not obligated to provide continued inclusion of the Subscriber’s Listings of the expelled or terminated Broker Subscriber in the MLS Database. Prior to any removal of the Subscriber’s Listings of an expelled or terminated Broker Subscriber from the MLS Database, the expelled/terminated Broker Subscriber shall be advised, in writing, of the intended removal so that the expelled/terminated Broker Subscriber may advise his/her clients.

26. Listings of Resigned Subscribers. When a Broker Subscriber resigns from the MLS Database, WFR is not obligated to provide services, including continued inclusion of the Subscriber’s Listings of the resigned Broker Subscriber in the MLS Database. Prior to any removal of the Subscriber’s Listings of a resigned Broker Subscriber from the MLS Database, the resigned Broker Subscriber shall be advised, in writing, of the intended removal so that the resigned Broker Subscriber may advise his/her clients.

27. Listing Submission Procedure. All Listings Submitted to WFR shall be Submitted only by Broker Subscribers, and no other Subscribers, and shall be Submitted as follows:

a. The Listing shall be complete, except for information which is not available after conducting reasonable due diligence, and shall include all of the information required under these Policies and Procedures.

b. Each Listing, and the information included in each Listing, as Submitted shall be identical to the information and Listing in the applicable Listing Form or worksheet prepared by the Agent and Seller.

c. Except as otherwise provided in these Policies and Procedures, each Listing shall be Submitted to WFR within the earlier of five (5) Business Days after the applicable Listing Agreement is signed by the Seller or when the Broker Subscriber or Agent Subscriber advertises the property on any website for access by the general public, and shall not be Submitted until there is a Listing Agreement for the Listing.

d. Each Listing shall contain only one property as identified by the applicable tax parcel number, unless the same Seller has multiple contiguous parcels listed under the same Listing Agreement with the same Listing Broker. In such event, the Listing Broker may combine such parcels into a single Listing, and the Listing will use the as the master tax parcel number the tax parcel number of the largest parcel.

e. Each Listing shall include at least the information required on the Listing Form and under these Policies and Procedures.

f. If the Listing is an Exclusive Right to Sell Listing, and any persons or entities are exempt, then the names of the exempt persons or entities must be provided to WFR in writing within five (5) Business Days after the applicable Listing Agreement is signed by the Seller, and the Listing must include in the “Broker/Agent Remarks” section of the Listing the number of persons or entities that are exempt. Only the persons or entities identified in the Listing Agreement at the time of execution of the Listing Agreement, and whose names are included in the initial submission to WFR shall be exempt.

g. Graphics included as part of any Listing may not be misleading, and must be a representation of the property, or an attribute or amenity of the property. The primary Graphic included as part of any Listing must be a representation of the outside or inside of the property. If the primary Graphic is a representation of the inside of the property, then the Listing must also include a Graphic that is a representation of the outside of the property. Additional Graphics including maps, floor plans, views from the property, or other property attributes may be included as supplemental Graphics. Graphics may contain super-imposed text, so long as it does not include contact information.

h. Only the “Broker/Agent Remarks” section of a Listing may contain any contact information, including, but not limited to, names, telephone numbers, email addresses, or website addresses.

i. Contact information for, or reference to, any real estate licensee (unless the real estate licensee is also an owner and seller of the property) who is not a REALTOR® member of a Board is not allowed in the Listing Content, including in any remarks field. Contact information for office assistants, Sellers, and non-real estate licensee representatives of the Seller is allowed. 

28. Information to be Included in Listings. Each Listing Submitted shall include at least the following information:

a. If the Listing includes a residential property type (e.g. single family, condo, townhouse, mobile home) as shown on the WFRMLS, then at least six (6) separate photographs must be Submitted with each Listing, with at least four (4) of the photographs representative of the inside of the property. At least one (1) of the photographs must be of the front exterior of the house or building. If the Listing consists of any other property type (e.g. lot, vacant land, farm or ranch, a commercial building, a multi-unit property, or an uncompleted building), a photograph or rendering of the property is optional. Upon completion of an uncompleted residential building, the required photographs must be Submitted. For lots and land, the photograph may be replaced by an aerial, rendering or plat map of the property. Photographs must be Submitted within ten (10) business days from Listing input. It is not allowed to use other Subscriber’s photos without their prior written permission (See Section 9). No fines will be imposed if the Listing status is changed to off market, conditionally or unconditionally withdrawn, or a photo opt out form is submitted during the ten (10) day period from Listing input.  Following the ten (10) day period after Listing input, a fine will be imposed for noncompliance in accordance with the Fine Policy. Fines will cease from the date the required photos are submitted, the property Listing status is changed to off market, conditionally or unconditionally withdrawn, or the Seller Photo Opt-Out Form is submitted. If the Seller does not want photographs included in the Listing Content, the Seller may submit a Photo Opt-out Form to WFRMLS electing not to Submit either interior photographs, or any photographs, as part of the Listing Content. If the Seller opts out of interior photographs, at least one exterior photograph complying with this policy must still be submitted. If the Seller subsequently desires to include interior photographs, the required number must be submitted.

b. Any contingency or conditions of any term.

c. The full gross Listing price set forth in the Listing Agreement, unless the property listed is to be sold at an auction.

d. The date of termination of the Listing.

e. The amount and terms of compensation to be paid.

f.  All other information required by WFR to be included.

g. The nature of the agency by the Listing Broker, such as whether the agency is a limited representation.

h. The identity of any Subscriber, or any licensee, or licensed or certified appraiser, affiliated with a Subscriber, which has an ownership interest in the property which is included in the Listing.

i. The existence of a dual or variable rate commission arrangement. The Listing Broker shall, in response to inquiries from potential Cooperating Brokers, disclose the differential that would result in either a cooperative transaction or, alternatively, in a sale/lease that results through the efforts of the Seller. A dual or variable rate commission agreement is one in which the Seller agrees to pay a specified commission if the property is sold/leased by the Listing Broker without the assistance of a Cooperating Broker and a different commission if the sale/lease results through the efforts of a Cooperating Broker. A dual or variable rate commission is also one in which the Seller agrees to pay a specified commission if the property is sold/leased by the Listing Broker either with or without the assistance of a Cooperating Broker and a different commission if the sale/lease results through the efforts of a Seller.

j. Listings that are the subject of an auction may be entered into the MLS Database. Auction properties must be the subject of a Listing Agreement. The list price must be the greater of the minimum bid price or the reserve price, plus any required buyer’s fee or premium charged to a buyer at the auction. The public remarks must disclose that the property described in the Listing is subject to an auction. The private agent remarks must include details of the auction, or a web link to a website describing the details of the auction such as the auction type, auction date, auction location, showing and preview instructions, bidding format, buyer premiums or other charges, and whether offers may be submitted prior to the auction. The Listing, and the Listing Broker, must comply with all other WFR Policies and Procedures. 

k. All Listings Submitted must comply with the requirements of the Federal Fair Housing Act 42 U.S.C. Section 3604(c). Listings must not include the following:

i.   The use of words, phrases, photographs, illustrations, symbols or forms, which convey that properties are available or not available to a particular group of persons because of race, color, religion, gender, or familial status, national origin.

ii.   Communication or inferences to agents, brokers, employees, prospective sellers or any other persons regarding a preference for or limitation on any purchaser because of the race, color, religion, gender, familial status, or national origin of such persons.

As the publisher of the MLS Database, WFR may, in its sole discretion, request the Broker Subscriber to remove or amend a Listing which WFR reasonably believes to be in violation of the Fair Housing Act, or WFR may remove any Listing Content which WFR reasonably determines to be in violation of the Federal Fair Housing Act. 

l. Notwithstanding a.         anything to the contrary in these Policies and Procedures, it shall be the policy of WFR to not amend, modify, or delete any of the Listing Content previously submitted once the Listing has been unconditionally withdrawn, expired or sold, unless the Listing Content is proved to have been factually inaccurate at the time it was submitted to WFR. This determination shall be made in the sole discretion of WFR.

29. Subscriber's Interest in Listing. If a Broker Subscriber, or any such Broker Subscriber’s Agent Subscriber, or any appraisers affiliated with such Broker Subscriber or Agent Subscriber, wishes to acquire an interest in property included in a Listing Submitted by another Broker Subscriber, such contemplated interest shall be disclosed, in writing, to the Listing Broker not later than the time an offer to purchase is submitted to the Listing Broker.

30. Selling Procedures.

a. Utah Law and Exclusive Brokerage Agreements. Utah Code Ann. Section 61-2-27, as amended, or any substitute or replacement section (the “Exclusive Brokerage Agreement Statute”) provides for the performance of certain obligations by principal brokers in Utah. Specifically the provisions of this Section c and generally the provisions of these Policies and Procedures are subject to and governed by the provisions of the Exclusive Broker Agreement Statute, and all other applicable law.

b. Showings and Negotiations. All appointments for showings and all negotiations with the Seller for the purchase of property which is the subject of a Listing shall be conducted through the Listing Broker, except under the following circumstances, but subject to the provisions of the Exclusive Brokerage Agreement Statute:

i.     The Listing Broker gives Cooperating Brokers specific authority to show and/or negotiate directly in the “Broker/Agent Remarks” portion of the Listing;

ii.     After reasonable efforts, the Cooperating Broker cannot contact the Listing Broker or his/her representative. However, the Listing Broker, at his/her option may preclude such direct negotiations by Cooperating Brokers. The Cooperating Broker must disclose his/her agency status to the Listing Broker at first contact with the Listing Broker, whether in person, by telephone, or in writing.

c. Presentation of Offers. Consistent with Standard of Practice 1-6 of the Code of Ethics and Standards of Practice of the NATIONAL ASSOCIATION OF REALTORS®, which provides that REALTORS® shall submit offers and counter-offers objectively and as quickly as possible, the Listing Broker shall make arrangements for prompt presentation of an offer and, where the offer cannot be presented promptly, the Listing Brokers shall explain to Cooperating Broker why the offer he/she procured could not be presented. The Listing Broker shall permit a representative of the Cooperating Broker to accompany the representative of the Listing Broker in the presentation to the Seller, or at the option of the Listing Broker, shall permit the Cooperating Broker to present the offer directly to the Seller. The Listing Broker may not delay the presentation of an offer made through a Cooperating Broker to gain a preference for any other offer.

d. Submission of Written Offers. The Listing Broker shall submit to the Seller all written offers until closing, unless precluded by law, government rule, regulation, or agreed otherwise in writing between the Seller and the Listing Broker. Unless an offer received subsequent to another offer is contingent upon the termination of an existing contract, the Listing Broker shall recommend that the Seller obtain the advice of legal counsel prior to acceptance of the subsequent offer.

e. Right of Cooperating Broker in Presentation of Offer. The Cooperating Broker, or his/her representative, has the right to participate in the presentation to the Seller of any offer he/she secures. He/She does not have the right to be present at any discussion or evaluation of that offer by the Seller and the Listing Broker. However, if the Seller gives written instructions to the Listing Broker that the Cooperating Broker not be present when an offer the Cooperating Broker secured is presented, the Cooperating Broker has the right to a copy of the Seller's written instructions. None of the foregoing diminishes the Listing Broker's right to control the establishment of appointments for such presentations.

f. Right of Listing Broker in Presentation of Counter-Offer: The Listing Broker, or his/her representative, has the right to participate in the presentation of any counter-offer made by the Seller. He/She does not have the right to be present at any discussion or evaluation of a counter-offer by the purchaser or lessee, except where the Cooperating Broker is a subagent. However, if the purchaser or lessee gives written instructions to the Cooperating Broker that the Listing Broker not be present when a counter-offer is presented, the Listing Broker has the right to a copy of the purchaser's or lessee's written instructions.

g. Reporting Sales to WFR. The Listing Broker shall Submit all information requested by WFR concerning the sale of any real property that is the subject of a Listing, including the consideration received by the Seller, the type of Seller, and any Seller Concessions, within ten (10) Business Days of the closing of the sale. Such information shall be Submitted for the sale of all real property that is the subject of a Submitted Listing, or in the case of a Listing for a new home or vacant lot in a Subdivision, such information shall be Submitted for the sale of such property regardless of whether the Listing was Submitted.

h. Reporting Sales by Secondary MLS Broker Subscribers. Brokers who have joined the WFR as Secondary MLS Subscribers shall submit to WFR all information concerning the sale of any real property that is the subject of a Listing, or was otherwise sold by Broker Subscriber or any Agent of Broker Subscriber whether a WFR Subscriber or not, including the consideration received by the Seller, within ten (10) Business Days of the closing of sale.

i. Advertising of Listing Submitted to the Service. A Listing shall not be advertised by any Broker, other than the Listing Broker, without the prior consent of the Listing Broker.

31. Prohibitions.

a. Information for Subscribers Only. Any Listing delivered to WFR shall not be made available for sale or marketing by any person who is not a Broker Subscriber or Agent Subscriber without the prior consent of the Listing Broker.

b. "For Sale" Signs. Only the "For Sale" signs of the Listing Broker may be placed on a property which is the subject of a Listing.

c.  "Sold" Signs. Only the "Sold" sign of the Listing Broker may be placed on a property which is the subject of a Listing prior to closing, unless the Listing Broker authorizes the Cooperating Broker to post such a sign.

d. Solicitation of Listing Submitted to the Service. No Broker Subscriber or Agent Subscriber shall solicit a Listing unless such solicitation is consistent with Article 16 of the REALTORS® Code of Ethics, its Standards of Practice, and its Case Interpretations.

e. Use of MLS. No Subscriber may use the terms “MLS”, “Multiple Listing Service”, or any similar terms,

i.   in any way that is misleading,

ii.   in any trade name, trademark, domain name, uniform resource locator, webpage title, email address, or telephone number, unless (a) the context clearly indicates that the use is not misleading, (b) the use is to identify a multiple listing service as the source of Listings being displayed, or the Subscriber as a subscriber to or participant in a multiple listing service, or (c) the use is in fact by a multiple listing service,

iii.   to state, suggest, or imply that the Subscriber is or operates a multiple listing service, unless Subscriber in fact operates a multiple listing service,

iv.   to state, suggest, or imply that a multiple listing service provides services to the public, including advertising Listings to the public, or that the Subscriber grants access to the public to a multiple listing service, except that Subscriber may (a) refer to the display of IDX Listings on www.utahrealestate.com, or any replacement website, or similar websites operated by other multiple listing services, (b) state that Subscriber may include Listings in a multiple listing service, (c) state that the listing will be available for advertising as an IDX Listing, and (d) otherwise identify the services Subscriber may provide as a result of Subscriber’s participation in a multiple listing service.

In addition, no Subscriber shall allow or cause any third party under Subscriber’s direction or control to take any action, or fail to take any action, on behalf of Subscriber that may violate the terms of this Section c. For purposes of illustration, the 2012 Handbook on Multiple Listing Policy of the National Association of REALTORS® defines a multiple listing service as the following:

1.   a facility for the orderly correlation and dissemination of Listing information among participants so that they may better serve their clients and customers and the public,

2.   a means by which authorized participants make blanket unilateral offers of compensation to other,

3.   a means of enhancing cooperation among participants,

4.   a means by which information is accumulated and disseminated to enable authorized participants to prepare appraisals, analyses, and other valuations of real property for bona fide clients and customers, and 

5.   a means by which participants engaging in real estate appraisal contribute to common databases.

32. Commissions.

a. WFR shall not fix, control, recommend, suggest, or maintain commission rates or fees for services to be rendered by Broker Subscribers in connection with the sale of real property. Further, WFR shall not fix, control, recommend, suggest, or maintain the division of commissions or fees between Cooperating Brokers and Broker Subscribers and brokers who are not Broker Subscribers in connection with the sale of real property.

b. The Listing Broker shall specify, on each Listing Submitted, the compensation offered to Cooperating Brokers for their services in the sale of such Listing as set forth in the applicable Listing Agreement. All offers under this Section c of these Policies and Procedures are unconditional, except that entitlement to compensation is determined by the Cooperating Broker's performance as the procuring cause of the sale, or lease, or as otherwise provided for in this Section of these Policies and Procedures. The Listing Broker's obligation to compensate any Cooperating Broker as the procuring cause of the sale, or lease, may be excused if it is determined through arbitration that, through no fault of the Listing Broker and in the exercise of good faith and reasonable care, it was impossible or financially unfeasible for the Listing Broker to collect a commission pursuant to the applicable Listing Agreement. In such instances, entitlement to cooperative compensation would be a question to be determined by an arbitration hearing panel in accordance with applicable Board rules based on all relevant facts and circumstances including, but not limited to, (a) why it was impossible or financially unfeasible for the Listing Broker to collect some or all of the commission established in the applicable Listing Agreement, (b) at what point in the transaction did the Listing Broker know, or should have known, that some or all of the commission established in the applicable Listing Agreement might not be paid, and (c) how promptly had the Listing Broker communicated to Cooperating Brokers that the commission established in the applicable Listing Agreement might not be paid.

c. In Submitting a Listing to WFR, the Listing Broker is making blanket unilateral offer of compensation to Cooperating Brokers, and shall therefore specify on each Listing the compensation being offered to Cooperating Brokers. Specifying the compensation on each Listing is necessary, because the Cooperating Broker has the right to know what his/her compensation shall be prior to his endeavor to sell. The compensation specified on Listings Submitted shall be stated as a percentage of the gross sales price, or a definite dollar amount, or at the option of the Listing Broker, the compensation may be stated as a percentage of the net sales price, with net sales price defined as the gross sales price minus buyer upgrades, in the case of new construction, and Seller Concessions, as defined herein. This shall not preclude the Listing Broker from offering any Cooperating Broker compensation other than the compensation indicated on any Listing included in the MLS Database, provided the Listing Broker informs the other broker, in writing, in advance of his/her producing an offer to purchase, and provided that the modification in the specified compensation is not the result of any agreement among all or any other Broker Subscribers. Any superseding offer of compensation must be stated as either a percentage of the gross sales price, or net sales price as provided above, or as a flat dollar amount. The Listing Broker retains the right to determine the amount of compensation offered to other Cooperating Brokers which may be the same or different. WFRMLS will not accept or publish any Listing that does not include an offer of compensation expressed as either a percentage of the gross sales price, or net sales price as provided above, or as a flat dollar amount, nor shall WFRMLS include general invitations by Listing brokers to other Subscribers to discuss terms and conditions of possible cooperative relationships. Notwithstanding the foregoing, U.S. Government owned homes (HUD Homes) may be listed with a range of commission to be approved by HUD, in accordance with federal law. In such HUD Listings the agent remarks must reference the HUD ID number.

d. With respect to Listings for vacant lots and new homes in a Subdivision which have not been Submitted pursuant to Section iv of these Policies and Procedures, by Submitting any Listings for such vacant lots and new homes in the Subdivision, the Listing Broker is making a blanket unilateral offer of compensation to Cooperating Brokers upon terms to be negotiated between the Listing Broker and Cooperating Broker.

e. The Listing Broker may, from time to time, pursuant to the terms of the applicable Listing Agreement, Submit an adjustment to the compensation offered to Cooperating Brokers for their services with respect to any Listing in advance so that all Broker Subscribers and Agent Subscribers will be advised.

f. Listing Brokers must disclose potential Short Sales when reasonably known to the Listing Broker. When disclosed, Listing Brokers may, at their discretion, advise Cooperating Brokers whether and how any reduction in the gross commission established in the Listing Agreement, required by the lender as a condition of approving the sale, will be apportioned between Listing Broker and Cooperating Brokers. All confidential disclosures and confidential information related to Short Sales must be communicated through dedicated fields or confidential “remarks” available only to Subscribers.

33. Change of Status of Listing.

a. Notwithstanding anything to the contrary in these Policies and Procedures, the Subscriber shall Submit a change to the status of a Subscriber’s Listing upon the occurrence of any of the following:

i.     Within three (3) Business Days of the date on which an offer is accepted.

ii.     Within three (3) Business Days of the date on which a contingency on an offer has been satisfied.

iii.     Within three (3) Business Days of the date on which Subscriber’s Listing expired. A Subscriber’s Listing automatically expires on the dates specified in the Listing Agreement, unless renewed by the Broker Subscriber and notice of renewal or extension is Submitted prior to expiration.

iv.     Within three (3) Business Days of the date on which a Broker Subscriber receives from the Seller a signed written request to change the status of the Subscriber’s Listing. Sellers do not have the unilateral right to require WFR to withdraw a Subscriber’s Listing without the applicable Broker Subscriber’s concurrence. However, when a Seller can document that his/her exclusive relationship with the Broker Subscriber has been terminated, WFR may remove the Subscriber’s Listing at the request of the Seller.

v.     Within three (3) Business Days of the date on which the Seller enters into a final and enforceable real estate purchase contract for the property included in any Subscriber’s Listing the Subscriber shall show such Listing in the MLS Database as under contract. However, if the real estate purchase contract requires or allows the Seller to solicit or accept subsequent offers during the pendency of the sale, including a Short Sale, the Subscriber’s Listing shall remain active with the applicable Short Sale or Time Clause (TC) designations during the period that other offers may be accepted. If a property listed as Active, and not a Short Sale,  is no longer available for showing by the Listing Broker or if additional offers are not being solicited or accepted, the Listing shall be changed to off market or under contract within three (3) Business Days.

Notwithstanding the foregoing, if a property listed as a Short Sale is  Active with an offer under third party review,  the public remarks and the showing instructions for such Listing shall clearly state in the fields designated and provided on the MLS if the property is not available for showing.  Also, if a property listed as Active has a final contract and contract documents in the process of being prepared, the public remarks may clearly state “final contract is pending, property is not available for showing.”

vi.     Within three (3) Business Days after an Active property listed as a Short Sale becomes subject to a Real Estate Purchase Contract, signed by the Seller and the Buyer, and submitted to a third party, including a lender, for review and/or approval, the Subscriber may leave the property status as Active, but the  Listing shall  clearly disclose that it is a Short Sale, with an offer under third party review. 

Notwithstanding the foregoing, if a property listed as a Short Sale is Active with an offer under third party review, the public remarks and the showing instructions for such Listing shall clearly state in the fields designated and provided on the MLS if the property is not available for showing.  Also, if a property listed as Active has a final contract and contract documents in the process of being prepared, the public remarks may clearly state “final contract is pending, property is not available for showing.”

vii.     Within ten (10) Business Days of the date of the sale of the property included in any Subscriber’s Listing, Subscriber shall show such Listing in the MLS Database as inactive, and shall Submit to WFR the final sales price and such other sales information as set forth in these Policies and Procedures.  Status changes, including final closing of Sales shall be reported within the time periods required in this Section 33. If negotiations were carried on directly with the Seller under Section 30 b. i or ii hereof, the Cooperating Broker shall report accepted offers, and the final sales price, to the Listing Broker within two (2) business days after occurrence and the Listing Broker shall report them to WFR, with the applicable time period beginning upon receipt of notice from the Cooperating Broker.

viii.     Within three (3) Business Days of the date of cancellation of any pending sale, Subscriber shall change the status of the Subscriber’s Listing to active.

ix.     Within three (3) Business Days of the date of any change to a Listing or of the date on which any information in a Subscriber’s Listing is no longer accurate.

x.     When a Listing is unconditionally withdrawn, then within twenty four (24) hours of the time the Withdrawal – Unconditional form is signed by the original Listing Broker.

b. Notwithstanding anything to the contrary in these Policies and Procedures, the Cumulative Days on Market of a Listing shall not be reset to zero unless and until the Listing maintains an inactive status for a period of no less than ninety (90) consecutive days, or the property is sold and title transfers. Also, in the case of a Listing for new construction or “to be built” property, the Cumulative Days on Market may be reset to zero upon completion of construction, delivery to WFR of a certificate of occupancy issued by the applicable governmental authority, and a new Listing with all required information, including photos, is submitted for the completed property in accordance with these Policies and Procedures. 

c. In addition to the foregoing, the Broker Subscriber may voluntarily elect to change the Listing status to “Final Contract Pending” or “Contract Pending” in the event the parties have reached agreement on the final terms of an offer and the written contract documents are in the process of preparation and signing by the parties. Changing the Listing status to Contract Pending will remove the Listing from display on the Internet, including public websites and other electronic display sites, and from the WFR IDX feeds. The Broker Subscriber may also elect to leave the property Listing status as Active but indicate in the public remarks section of the Active Listing that the property has a Contract Pending and showings are not available for the property. Once a property is subject to a signed and enforceable Real Estate Purchase Contract, the property status must be changed to under contract as set forth in Section 33 a. above.

34. Fine Policy. The Fine Policy of WFR is maintained on WFR’s Subscriber Website and is incorporated into these Policies and Procedures by this reference. WFR may impose fines as provided in the Fine Policy and/or exercise any and all other remedies available to WFR, including all remedies available to WFR at law, in equity, under these Policies and Procedures, or any License Agreement. The imposition of a fine, or the failure to impose a fine, shall not in any way limit the rights of WFR to exercise any other remedies available to WFR. Disputes concerning any fine must be delivered   in writing to the Board of Directors of WFRMLS, within thirty (30) days from the date the disputed fine was assessed.  The Subscriber may also request a hearing with the Board of Directors.  

35. Membership Procedures. The membership procedures of WFR are maintained on WFR’s Subscriber Website and are incorporated into these Policies and Procedures by this reference.

36. Accounting Procedures. The accounting procedures of WFR are maintained on WFR’s Subscriber Website and are incorporated into these Policies and Procedures by this reference.

37. Allegations of Misconduct. WFR shall give consideration to all written complaints from Subscribers having to do with violations of these Policies and Procedures.

a. If the complaint alleges a violation of these Policies and Procedures, but does not involve a charge of unethical conduct, the charge and any fine or other sanction may be submitted to and considered at a meeting of the board of directors of WFR, but subject to the Subscriber’s right to appeal as provided in subsection b. and c. herein. The Subscriber may also request a hearing before the WFR Board of Directors. Objections and any supporting materials must be submitted to the board of directors within thirty (30) days following the imposition of any fine or other sanction. If a violation is determined, WFR may exercise any and all of its rights and remedies available to WFR against the violator, including termination. 

b. If the Subscriber is a member of a Board of REALTORS® that owns and operates WFR, the alleged violator may also appeal the final decision of the Board, such appeal to be conducted pursuant to the Code of Ethics and Arbitration Manual issued by the National Association of REALTORS®, and such appeal to be conducted by the Professional Standards Committee of the applicable Board in accordance with the bylaws of such Board. All complaints of unethical conduct shall be referred by WFR to the Subscriber’s local Board for appropriate action in accordance with the professional standards procedures established in the applicable Board’s bylaws.

c. If the Subscriber is not a member of a local Board that owns and operates WFR, the alleged violator may also appeal the final decision of the Board, such appeal to be conducted pursuant to the Code of Ethics and Arbitration Manual issued by the National Association of REATLORS®, and such appeal shall be conducted by the Professional Standards Committee of a Board that is an owner of WFR. The Board to hear the appeal shall be chosen and determined by the Subscriber, who shall inform WFR in writing which qualified Board has been chosen to hear the appeal.  All complaints of unethical conduct shall be referred by WFR to the Subscriber’s local Board for appropriate action in accordance with the professional standards procedures established in the applicable Board’s bylaws.   anything to the contrary in these Policies and Procedures, or any other agreement or document, nothing shall be deemed to have an adverse effect on or in any way impair WFR's rights or ability to enforce all of its rights and remedies under these Policies and Procedures, any License Agreement, any other agreement, including seeking an injunction or other equitable relief, or at law, through litigation or any other legal means.

d. Notwithstanding anything to the contrary in these Policies and Procedures, or any other agreement or document, nothing shall be deemed to have an adverse effect on or in any way impair WFR’s rights or ability to enforce all of its rights and remedies under these Policies and Procedures, any License Agreement, any other agreement, including seeking an injunction or other equitable relief, or at law, through litigation or any other legal means.

38. Temporary Suspension of Services for Broker Subscribers.

a. Without terminating a Broker Subscriber, a Broker Subscriber whose principal broker license is inactive may temporarily suspend the services available under these Policies and Procedures for Broker Subscriber as a Broker Subscriber upon receipt of the prior written consent of WFR. The temporarily suspended Broker Subscriber may become an active Broker Subscriber upon payment of a fee in an amount established by WFR, and which amount may increase from time-to-time in WFR’s sole discretion (the “Temporary Suspension Fee”). In addition to payment of the Temporary Suspension Fee, Broker Subscriber shall also otherwise qualify to become a Broker Subscriber.

b. During the temporary suspension period, the Subscriber’s Listings of the suspended Broker Subscriber shall continue to be included in the MLS Database, but will be shown as expired Listings.

c. An Agent Subscriber of a Broker Subscriber shall be suspended automatically upon suspension of the Broker Subscriber.

39. No Warranty. THE SERVICES PROVIDED AND LICENSE GRANTED TO SUBSCRIBER UNDER THESE POLICIES AND PROCEDURES ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTY OF ANY NATURE. WFR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SPECIFICALLY, BUT WITHOUT LIMITATION, WFR DISCLAIMS ANY WARRANTY WITH RESPECT TO ANY LISTINGS, ANY DATA IN THE LISTINGS, AND THEIR ACCURACY.

40. Limitation of Liability. WFR’s entire and cumulative liability to Subscriber, or any other party, for any loss or damages resulting from any claims, demands, or actions arising out of or relating to these Policies and Procedures shall not exceed an amount equal to the Subscription Fees paid by Subscriber to WFR during the twelve (12) months prior to the date on which the claim arises. Without waiver of the foregoing limitation, in no event shall WFR be liable for any indirect, incidental, consequential, special, or exemplary damages or lost profits, even if WFR has been advised of the possibility of such damages. Specifically, WFR shall not be liable to subscriber for any loss of files or data uploaded by subscriber to the MLS database OR USING THE MLS SYSTEM OR ANY FEATUER OF THE MLS SYSTEM, lack of access to the MLS database OR THE MLS SYSTEM, excessive downtime of the MLS database OR THE MLS SYSTEM, OR ANY SERVICE OR FEATURE PROVIDED BY A THIRD PARTY THAT IS A COMPONENT OF THE MLS DATABASE OR THE MLS SYSTEM.

41. Injunction. WFR and Subscriber agree that a breach or violation of Sections 4, 5, 9, 16, 20, 21, 23, 30, 31, 33, 42.g, 42.h,  and 44 of these Policies and Procedures, and the terms of the IDX Policy, VOW Policy, or VOW Rules, as applicable, will result in immediate and irreparable injury and harm to WFR. In such event, WFR shall have, in addition to any and all remedies of law and other consequences under these Policies and Procedures, the right to an injunction, specific performance or other equitable relief to prevent the violation of the obligation under these Policies and Procedures; provided, however, that, this shall in no way limit any other remedies which WFR may have, including, without limitation, the right to seek monetary damages.

42. Term, Suspension, and Termination.

Subscriber shall become a Subscriber on the date Subscriber enters into or accepts the terms of a Subscription Agreement.  Subscriber shall pay the initial fee as disclosed on WFR’s Agent Membership instruction page, and the monthly subscription fees as described on the Agent Membership instruction page. 

a. A Broker Subscriber may be terminated as a Broker Subscriber if such Broker Subscriber fails to Submit all Listings required to be Submitted under these Policies and Procedures.  In addition, a Broker Subscriber will be terminated after thirty (30) calendar days notice to Broker Subscriber if any of its Agents defaults under any of the material terms and conditions of these Policies and Procedures or the Terms of Use if such default is part of a pattern of defaults by the applicable Agent or together with other of Broker Subscriber’s Agents.

b. An Agent Subscriber will be terminated as an Agent Subscriber automatically upon termination of the Agent Subscriber’s Broker as a Broker Subscriber. An Agent Subscriber will also be terminated as an Agent Subscriber automatically if Agent Subscriber fails to cause its Broker to Submit all Listings required to be Submitted under these Policies and Procedures.

c. WFR may immediately terminate any Subscriber as a Subscriber without notice, upon the occurrence of any of the following events:

i.     Subscriber discloses any Confidential Information, including, without limitation, Subscriber’s password, or if Subscriber is a Broker Subscriber, an Agent Subscriber’s password, except as expressly provided in these Policies and Procedures.

ii.     Subscriber fails to comply in all respects with these Policies and Procedures, the Terms of Use, the applicable Board Rules and Regulations, or the Code of Ethics and Standards of Practice of the NATIONAL ASSOCIATION OF REALTORS®.

iii.     Subscriber defaults under any material term or condition of any License Agreement.

d. Suspension and Termination for nonpayment. Subscriber fees are set by the WFR Board of Directors and are subject to change from time to time. Fees will be published in a Fee Schedule and posted on the WFR web site. Broker Subscriber fees are determined by the number of licensed sales Agents affiliated with or employed by the Broker Subscriber. All fees are due in advance at the offices of WFR by the Due Date as posted in the Fee Schedule. The Broker Subscriber is responsible for the payment of all fees and charges due from Broker Subscriber and such Broker’s affiliated Agent Subscribers. As a courtesy to Broker Subscriber, WFR will bill Agent Subscribers directly, but the ultimate responsibility for the payment of all Subscriber fees and charges, but not late fees or fines, is that of the Broker Subscriber. Nonpayment of fees shall result in the following action:

i.     Any Subscription Fees or other charges billed directly to a Broker or Agent Subscriber, or any Appraiser Subscriber, and not paid by the due date indicated in the billing (“Due Date”), will result in immediate suspension of the billed Subscriber’s access to the MLS System. If any Subscription Fees or charges are not paid within five (5) days from the Due Date, a $10 late fee will also be charged to the billed Subscriber, and the Broker for the Agent Subscriber will be notified. Because the Broker Subscriber WFR account must be in good standing, if a Broker Subscriber’s account is suspended for non-payment of fees billed to the Broker, then after fifteen (15) days MLS access by all Agent Subscriber’s affiliated with that Broker Subscriber will be suspended. If a billed Agent Subscriber fails to pay any Subscription fees, late fees, or fines timely, only the MLS access of that billed Agent Subscriber will be suspended, except as set forth in subsection (iii), below.

ii.     In the event of suspension or termination, and as a condition to reinstatement or reentry to the WFR, the suspended or terminated Agent or Broker Subscriber, or any Appraiser Subscriber, shall pay all unpaid Subscription Fees, late fees, fines, and any other charges previously due to WFR. 

iii.     If any unpaid Subscription Fees (but not late fees or fines) billed to any Agent Subscriber remain unpaid and due to WFR as of March 31 and September 30 of each year, the Broker Subscriber shall be notified and shall pay to WFR all such outstanding Subscription fees. In the event of continued nonpayment of Subscription Fees, the Broker Subscriber’s Subscription Agreement and license to use and access the MLS Database and the IDX Database, will be suspended, and all Agent Subscribers affiliated with the Broker Subscriber will be suspended as Agent Subscribers. After thirty (30) days of nonpayment the Broker Subscriber’s Subscription Agreement may be terminated. 

iv.     If any subscription fees, fines, late fees, or other charges billed to any Agent Subscriber or Appraiser remain unpaid and due to WFR, then the Agent Subscriber shall remain suspended, until such amounts are paid to WFR or until the Agent Subscriber is terminated either by the Agent or the Broker.

v.     Subscription Fees, late fees, and charges for any Broker, Agent, or Appraiser Subscriber will cease upon termination of such Subscriber with the WFR. No refunds will be made. Brokers, Agents, and Appraiser Subscribers who are terminated for nonpayment, may apply for participation and membership by executing a new Subscription Agreement, and by paying all application fees and new Subscriber entry fees, together with all previously unpaid Subscription fees, late fees, fines, and other charges. 

vi.     Where used in this Section 42 d, any action taken by WFR to suspend or terminate the Broker’s access to the MLS System for an Agent’s nonpayment of dues may, in WFR’s sole discretion, be taken against the Agent Subscriber’s Branch Broker, the Principal Broker, or both.   

e. In addition to all other rights and remedies available to WFR, if any Subscriber otherwise defaults under these Policies and Procedures, WFR may, in its sole discretion, temporarily suspend, and not terminate, the license granted to Subscriber to access the MLS Database and IDX Database until the default has been cured.

f. Any Subscriber may terminate as a Subscriber at any time for any reason upon written notice to WFR, but, in the case of Broker Subscriber, only if all the Agent Subscribers of such Broker Subscriber also terminate their status as Agent Subscribers affiliated with that Broker Subscriber also terminated their status as Agent Subscribers affiliated with that Broker Subscriber.

g. Upon termination of a Subscriber as a Subscriber, the terminated Subscriber agrees to immediately destroy any printouts of the MLS Database and IDX Database and any copies of the MLS Database and IDX Database in such Subscriber’s possession or under such Subscriber’s control.

h. Upon termination of a Subscriber as a Subscriber, WFR may remove from the MLS Database and IDX Database, or change the status of, all Listings Submitted by the Subscriber.  If, for any reason, an Agent Subscriber is terminated as a Subscriber, the applicable Broker Subscriber agrees to, and the terminated Agent Subscriber agrees to cause its Broker to, either assign all of its rights in and to the Listings originated by the terminated Agent Subscriber and the Listing Agreement to another of the Broker Subscriber’s Agent Subscribers, or request that WFR terminate or change the status of the Listings originated by the terminated Agent Subscriber.

i. Upon termination of a Subscriber as a Subscriber any right or license granted to Subscriber under this Agreement shall automatically terminate.  No initial subscription fees, or any prepaid monthly subscription fees, will be refunded to a Subscriber if Subscriber is terminated, or terminates pursuant to this Section 42, as a Subscriber.

43. Indemnification. Subscriber agrees to indemnify and hold harmless WFR, and its officers, directors, employees, shareholders and agents, from and against any and all claims, demands, liabilities, and actions, including the payment of all legal expenses, including reasonable attorney’s fees and costs, arising out of or connected with (a) any Listing Agreement, (b) these Policies and Procedures, (c) Submitting any Subscriber’s Listing, (d) the uploading or transfer of any file or data to the MLS Database or using the MLS System or any other service provided by WFR, including file storage, (e) the lack of access to the MLS Database or the MLS System caused by, or related to actions of, Subscriber, (f) any downtime of the MLS Database or the MLS System caused by, or related to actions of, Subscriber, and (g) the inclusion of any Subscriber’s Listing in the MLS Database or IDX Database, including, without limitation, any claim that the access to, display of, and/or use of the Subscriber’s Listings infringes on or constitutes a misappropriation of any patent, copyright, or trade secret, or any other intellectual property right of any person or entity anywhere in the world, including any claims by Sellers, and any use by Subscriber of WFR shall have the right to control its own defense and engage legal counsel acceptable to WFR.

44. Proprietary and Other Notices. Subscriber agrees that her/she will not alter or remove any trademarks or copyright notices or other notices and disclaimers located or used on, or in connection with, the MLS Database or any printouts of the MLS Database allowed under these Policies and Procedures, a License Agreement, or the Listing Forms.

45. Real Estate Transaction Standards (RETS). The integrity of Data is a foundation to the orderly real estate market. The Real Estate Transaction Standards (RETS) provide a vendor neutral, secure approach to exchanging Listing information between the Broker Subscriber and the WFRMLS. In order to ensure that the goal of maintaining an orderly marketplace is maintained, and to further establish REALTOR® information as the trusted data source, WFRMLS will comply with RETS standards promulgated by the National Association of REALTORS®, and keep current with the standard’s new versions by implementing new releases of RETS on at least one of the WFRMLS’s servers. Compliance with this requirement can be demonstrated using the Real Estate Standards Organization (RESO) compliance checker.

46. General.

a. Notices. Subscribers must maintain an active and current email address to receive communications from WFR on file with WFR. Any notice required to be given or paper required to be served or filed may be personally handed to the party to be notified, sent by registered or certified mail addressed to the party’s last known mailing address, or sent to the party by email. Any notice required to be given or paper required to be served or filed shall be deemed given, served, or filed when handed to the party, mailed to the party, or sent to the party by email, unless otherwise specified in these Policies and Procedures. 

Notices sent by email pursuant to any allegation of misconduct (other than a suspension for nonpayment of dues) that may result in a period of suspension or termination under Section 37 of these Policies and Procedures, shall include the WFR’s request that delivery be acknowledged by the intended recipient within 24 hours by return email. If receipt of the notice has not been acknowledged by the intended recipient within 24 hours, the recipient will be contacted by telephone to confirm receipt and the recipient’s confirmation will be noted in the file. If receipt of notices sent by email cannot be confirmed, the notices will be sent via registered or certified mail. 

The address for Notices is:

If to Subscriber:

At the street address, email, or telephone number provided by Subscriber and maintained by WFR for Subscriber.

If to WFR:

Wasatch Front Regional Multiple Listing Service Inc.
230 West Towne Ridge Parkway
Suite 400
Sandy, Utah 84070
Attention: President
Email: rebecca@utahrealestate.com

The foregoing addresses may be changed from time-to-time by delivering notice of such change, referencing these Policies and Procedures, to WFR or the Subscriber, as the case may be.

b. Governing Law; Dispute Resolution; Submission to Jurisdiction. These Policies and Procedures shall be governed by and construed in accordance with the laws of the state of Utah. Except for any dispute involving intellectual property rights, any dispute or misunderstanding arising out of or in connection with these Policies and Procedures shall be arbitrated at Salt Lake City, Utah, by an individual arbitrator selected by the disputing parties. In the event the disputing parties are unable to reach an agreement as to the individual arbitrator, the arbitration shall be had before three arbitrators, each party designating an arbitrator and the two designees naming a third arbitrator with experience in the disputed area. The procedure shall be in accordance with the rules and regulations of the American Arbitration Association. The party who does not prevail in the arbitration proceeding shall pay for all costs associated with the arbitration, including all reasonable attorneys fees. Subscriber acknowledges that by providing Listings to WFR and accessing the MLS Database, Subscriber has transacted business in the state of Utah. By transacting business in the state of Utah by agreement, Subscriber voluntarily submits and consents to, and waives any defense to the jurisdiction of courts located in Salt Lake County, state of Utah, as to all matters relating to or arising from these Policies and Procedures involving intellectual property rights.

c. Costs of Arbitration and Litigation. If any action or arbitration proceeding is commenced by WFR or a Subscriber against WFR or a Subscriber regarding the subject matter of these Policies and Procedures, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorney’s fees, costs, and expenses of litigation or arbitration proceeding.

d. Severability. Any provision of these Policies and Procedures which is determined by a court of competent jurisdiction to be invalid or otherwise unenforceable shall not invalidate or make unenforceable any other provision of these Policies and Procedures.

e. No Waiver. The waiver by any party of, or the failure of any party to take action with respect to, any breach of any term, covenant or condition contained in these Policies and Procedures shall not be deemed to be a waiver of such term, covenant or condition, or subsequent breach of the same, or any other term, covenant or condition contained in these Policies and Procedures. The subsequent acceptance of any payment due under these Policies and Procedures by any party shall not be deemed to be a waiver of any preceding breach of the party making payment with respect to any term, covenant or condition contained in these Policies and Procedures.

f. No Third Party Beneficiaries. These Policies and Procedures are for the sole and exclusive benefit of WFR and its Subscribers and are not intended to benefit any third party, including any Seller. No third party may claim any right or benefit under or seek to enforce any of the terms and conditions of these Policies and Procedures.

g. Survival. The provisions of Sections 8, 8.b, 14, 21, 39, 40, 41, 42.g, 42.h, 42.i, 43, and 46 of these Policies and Procedures, to the extent applicable, shall survive the termination of a Subscriber.

h. No Assignment. Subscriber agrees that it will not assign, pledge, otherwise transfer his/her rights granted under these Policies and Procedures, including any license granted under these Policies and Procedures, or delegate any of his/her duties or obligations under these Policies and Procedures.

i. Amendments to Policies and Procedures. These Policies and Procedures shall be available for review on WFR’s Subscriber Website, and may be amended from time-to-time by WFR, in its sole discretion, without the consent or any further act of any Subscriber. WFR agrees to use reasonable efforts to give notice of any changes to these Policies and Procedures to all Subscribers.

 

Exhibit A

IDX Policy

Introduction and IDX Defined. This IDX Policy gives WFR Subscribers the ability to authorize limited electronic display of their Listings by other WFR Subscribers.  Electronic display subject to this IDX Policy means displays on Subscribers’ public websites and displays using applications for mobile devices that Subscribers’ control. For purposes of this policy, “control” means that the Subscriber must have the ability to add, delete, modify and update information as required by this policy. All displays of IDX Listings must also be under the actual and apparent control of the Subscriber, and must be presented to the public as being the Subscriber’s display. Actual control requires that the Subscriber has developed the display, or caused the display to be developed for the Subscriber pursuant to an agreement giving the Subscriber authority to determine what Listings will be displayed, and how those Listings will be displayed. Apparent control requires that a reasonable consumer viewing the Subscriber’s display will understand the display is the Subscriber’s, and that the display is controlled by the Subscriber. Factors evidencing control include, but are not limited to, clear identification of the name of the brokerage firm under which the Subscriber operates in a readily visible color and typeface, except as otherwise provided for in this policy (e.g. displays of minimal information). All electronic display of IDX information conducted pursuant to this policy must comply with state law and regulations, and MLS Policies and Procedures. Any display of IDX information must be controlled by the Subscriber, including the ability to comply with this IDX Policy and applicable WFRMLS Policies and Procedures. 

1. The following terms shall have the following meanings for purposes of this IDX Policy.

a. IDX Display includes an IDX Display Website of an IDX Subscriber which displays some or all of the IDX Listings. IDX Display Website or IDX Display as used herein also includes any other electronic means of displaying IDX Listings, including mobile or phone applications that access a computer server or a website.

b. IDX Agent means an Agent of an IDX Participating Broker. 

c. IDX Database means the compilation of Listings known as the IDX Database, as modified from time-to-time by WFR.

d. IDX Listings means the Listings subject to the following limitations:

i.     IDX Listings include only Listings which are Exclusive Right to Sell Listings and Exclusive Agency Listings;

ii.     IDX Listings do not include the Listings of Broker Subscribers which have made an IDX Non-Participation Election;

iii.     IDX Listings do not include any Listing, or the property address of any Listing, respectively, of any Seller who has affirmatively directed that the Listing or the property address of the Listing not appear on the Internet or other electronic forms of display or distribution;

iv.     IDX Listings do not include confidential information fields intended for Cooperating Brokers only, and not consumers, including the compensation offered to other Cooperating Brokers, instructions or remarks regarding showing or security of the listed property, and other fields identified by WFR;

v.     IDX Listings include only active Listings, and specifically, but without limitation, do not include expired, sold, withdrawn, or pending Listings.

e. IDX Participating Broker means a Broker Subscriber who is a REALTOR®, who is engaged in real estate brokerage, who consents to display of their Listings by other IDX Subscribers, and who has not made and is not then currently under an IDX Non-Participation Election.

f. IDX Non-Participation Election has the meaning set forth in Section 7 of this IDX Policy.

g. IDX Subscriber means an IDX Participating Broker or an IDX Agent, respectively.

h. Vendor means any person or entity which displays real estate Listings for a Broker Subscriber or Agent Subscriber.

2. WFR is making IDX Listings available to IDX Subscribers to facilitate the display of IDX Listings on the public Display Websites and other displays of IDX Brokers and their IDX Agents. Subject to the terms and conditions of these Policies and Procedures, and upon the execution of a Display Website Agreement from an IDX Participating Broker, and so long as the IDX Participating Broker and the applicable IDX Agent are not in default under the Policies and Procedures, or any agreement with WFR, WFR will grant to the IDX Participating Broker, or an IDX Agent, a license to display the IDX Listings or to frame or link to and display the IDX Listings, for the respective Display Website or other display as described herein IDX Licenses will be granted only upon execution of a Display Website Agreement, which includes limits on the display of the IDX Listings and such terms as are acceptable to WFR, and may charge IDX Subscribers a license fee for licenses granted to the IDX Subscriber.

3. Listings displayed pursuant to IDX shall contain only those fields of data designated by WFR.  Display of all other fields, as determined by the WFRMLS, is prohibited. Confidential fields intended only for other MLS Subscribers (e.g., cooperative compensation offers, showing instructions, property security information, etc.) may not be displayed. The display of Seller’s and or occupant’s name(s), phone number (s), and email address(es) is prohibited.

4. The type of Listing agreement (e.g., exclusive right to sell, exclusive agency, etc.) may not be displayed

5. Broker Subscriber agrees and acknowledges that WFR may maintain the MLS Database and the IDX Database using data and other information from his/her Subscriber’s Listings. Broker Subscriber further acknowledges and agrees that, subject to applicable agreements, and the Policies and Procedures, including this IDX Policy, the Subscriber’s Listings of the Broker Subscriber will be available to Broker Subscriber and his/her Agent Subscribers to include in web pages of real estate Listings, and if Broker Subscriber is an IDX Participating Broker, the IDX Listings of other Broker Subscribers will be available to the Broker Subscriber and his or her IDX Agents to include in  Display Websites and other displays allowed herein. A Listing Broker may, upon Seller’s consent, display on his or her Display Websites or other displays  such Seller’s Listing, or the property address of such Seller’s Listing, even if such Listing or property address has been excluded by Seller for display as part of the IDX Listings on other IDX Subscribers’ Display Websites.

6. Listings, including property addresses, can be included in IDX displays except where a seller has directed their Listing Broker to withhold their Listing or the Listing’s property address from all display on the Internet (including, but not limited to, publicly-accessible websites or VOWs).

a. The Participating Broker’s consent for display of their Listings by other IDX Subscribers is presumed unless a Participating Broker affirmatively notifies WFR that the Participating Broker refuses to permit display (either on a Listing-by-Listing or on a blanket basis). Any Broker Subscriber may at any time, by written notice to WFR, request that no data from Listings Submitted by Broker Subscriber be included as IDX Listings (an “IDX Non-Participation Election”). Within ten (10) Business Days after receipt of such notice, WFR shall discontinue including any data from the Subscriber’s Listings of such non-IDX Participating Broker in the IDX Listings. After a Broker Subscriber has made an IDX Non-Participation Election, WFR shall have no obligation to commence including data from Listings Submitted by such Broker Subscriber in the IDX Listings. At any time sixty (60) calendar days after a Broker Subscriber makes an IDX Non-Participation Election, and after payment of a reasonable fee to WFR, Broker Subscriber may, by written notice to WFR, request that data from Listings Submitted by Broker Subscriber be included in the IDX Listings. If at any time a Broker Subscriber makes an IDX Non-Participation Election, notwithstanding anything to the contrary in the Subscription Agreement, the Policies and Procedures, any License Agreement, or any other agreement, WFR shall have no obligation to grant to such Broker Subscriber or his or her Agent Subscribers a license to the IDX Database, or any portion of the IDX Database, including the IDX Listings, or to allow any framing of or linking to the IDX Database. Even where a Participating Broker has given blanket authority for other IDX Agents and Participating Brokers to display their Listings on IDX sites, such consent may be withdrawn on a Listing-by-Listing basis where the Seller has prohibited all Internet Displays. 

b. Listings, including property addresses, can be included in IDX displays except where a Seller has directed their Listing Broker to withhold their Listing or the Listing’s property address from all display in the Internet (including, but not limited to, publicly accessible websites of VOWs). IDX Listings or property addresses of sellers who have directed their Listing Broker to withhold their Listing, or property address, from display on the Internet (including, but not limited to, publicly-accessible websites or VOWs) shall not be included in the IDX Listings. A Broker Subscriber who lists a property for a seller who has elected not to have the property Listing or the property address displayed on the Internet shall cause the Seller to execute a document that includes the following (or a substantially similar) provision:

Seller Opt-Out Form

1. Please check either option a. or option b.

a. [ ] I have advised my broker or sales agent that I do not want the listed property to be displayed on the Internet.

OR

b. [ ] I have advised my broker or sales agent that I do not want the address of the listed property to be displayed on the Internet.

2. I understand and acknowledge that, if I have selected option a., consumers who conduct searches for Listings on the Internet will not see information about the listed property in response to their search.

_______________
Initials of Seller

7. Only IDX Subscribers who comply with the provisions of Section 3 of the Policies and Procedures may display the IDX Listings or any portion of the IDX Listings.

8. Each IDX Subscriber must notify WFR of his or her intention to establish a Display Website or other display and must give the MLS direct access for purposes of monitoring/ensuring compliance with applicable rules and policies, including this IDX Policy. 

9. IDX Subscribers may not use IDX Listings for any purpose other than display as provided for in this IDX Policy.  This does not require IDX Subscribers to prevent indexing of IDX Listings by recognized search engines.

10. Each IDX Subscriber must refresh all MLS downloads and IDX displays automatically fed by those downloads at least once every three (3) days. 

11. Display Websites must be accessible to the public, but registration may be required by the IDX Subscriber for members of the public to access the IDX Listings. No Display Website may be misleading.

12. Each Display Website must include terms and conditions of use which are substantially in conformance with the terms and conditions included on WFR’s website at www.utahrealestate.com.

13. No IDX Listings made available to an IDX Subscriber shall be modified by such IDX Subscriber; except that the display of IDX Listings or other data may be augmented with additional data not otherwise prohibited from display so long as the source of the other data is clearly identified. This requirement does not restrict the format of the display of the IDX Listings or display of fewer than all of the IDX Listings or display of fewer than the authorized data fields.

14. IDX Subscribers may select the Listings they choose to display on Display Websites based solely on objective criteria, including but not limited to factors such as geography or location, list price, type of property, cooperative compensation offered, type of Listing or the level of service being provided by the Listing Broker. Selection of Listings displayed on any Display Website must be independently made by each IDX Participant.

15. With the display of any IDX Listings, all Listings displayed pursuant to IDX shall identify the Listing firm in a reasonably prominent location and in a readily visible color and typeface not smaller than the median used in the display of Listing data. Displays of minimal information (e.g., “thumbnails, text messages, “tweets”, etc. of two hundred (200) characters or less) are exempt from this requirement but only when linked directly to a display that includes all required disclosures; and Listing.

16. The display of any IDX Listings shall clearly and conspicuously identify WFR as the source of the Listings in accordance with this IDX Policy. Displays of minimal information (e.g. “thumbnails”, text messages, “tweets”, etc., or two hundred (200) characters or less) are exempt from this requirement but only when linked directly to a display that includes all required disclosures. 

17. Any IDX Display controlled by a Subscriber must clearly identify the name of the brokerage firm under which the Subscriber operates in a readily visible color and typeface. For purposes of this IDX Policy and the Policies and Procedures, “control” means the ability to add, delete, modify and update information as required by this IDX Policy and the Policies and Procedures. 

18. Listings obtained through IDX must be displayed separately from Listings obtained from other sources, including information provided by other MLSs. Listings obtained from other sources (e.g., from other MLSs, from non-Subscriber brokers, etc.) must display the source from which each such Listing was obtained. Displays of minimal information (e.g., “thumbnails, text messages, “tweets”, etc., of two hundred (200) characters of less) are exempt from this requirement but only when linked directly to a display that includes all required disclosures.

19. The display of any IDX Listings in response to a query from a consumer shall be limited to one hundred (200) Listings per search.

20. IDX Listings may be displayed only by the IDX Participating Brokers’ offices that are Subscribers to the MLS Database.

21. Each display or use of the IDX Listings, or any portion of the IDX Listings, shall include the following:

a. Name of the Listing Broker as shown on the records of the Division of Real Estate of the Utah Department of Commerce, or of the Idaho Division of Real Estate, and in a reasonably prominent location and in a readily visible color and typeface no smaller than the median used in the IDX Display of the IDX Listings.

b. Conspicuous display of the following: Information deemed reliable but not guaranteed accurate. Buyer to verify all information.

c. The following notice: The multiple listing information is provided by Wasatch Front Regional Multiple Listing Service, Inc. from a copyrighted compilation of Listings. The compilation of Listings and each individual Listing are © [Current Year] Wasatch Front Regional Multiple Listing Service, Inc., All Rights Reserved.

d. The following notice: The information provided is for consumers’ personal, non-commercial use and may not be used for any purpose other than to identify prospective properties consumers may be interested in purchasing.

22. Subscribers (and their affiliated licensees, if applicable) shall indicate on their websites that IDX information is provided exclusively for consumers’ personal non-commercial use, that it may not be used for any purpose other than to identify prospective properties consumers may be interested in purchasing, and that the data is deemed reliable but is not guaranteed by the MLS. The MLS may, at its discretion, require use of other disclaimers as necessary to protect Subscribers, and/or the MLS from liability. Displays of minimal information (e.g. “thumbnails”, text messages, “tweets:, etc., of two hundred (200) characters or less) are exempt from this requirement but only when linked directly to a display that includes all required disclosures.  Each display or use of the IDX Listings, or any portion of the IDX Listings, and each Display Website, including all content included on each Display Website shall be made and maintained strictly (a) in accordance with federal, state, and local laws, regulations, and ordinances, (b) in accordance with the Code of Ethics of the National Association of REALTORS®, and (c) in a professional manner.

23. Each display or use of the IDX Listings, or any portion of the IDX Listings, shall be only (a) for a purpose which is expressly allowed under Broker’s certification or licensure and under the Policies and Procedures, and (b) for the solicitation of prospective purchasers only in conjunction with the Broker’s ordinary business activities of attempting to locate ready, willing, and able buyers for the properties described in the IDX Database.

24. No display or use of the IDX Listings, or any portion of the IDX Listings, shall be used in connection with sending unsolicited or unauthorized advertising, spam, promotional materials, or any other form of unsolicited message, whether commercial or otherwise.

25. The display or use of the IDX Listings, any portion of the IDX Listings, and each Display Website, including all content included on each Display Website, shall not include any of the following:

a. Any material which infringes the intellectual property rights of any third party.

b. Any material which promotes pornography or violence, or discrimination on the basis of race, gender, religion, familial status, or nationality.

c. Any material which is immoral, offensive, illegal, defamatory or inappropriate for a professional website or other display.

d. Viruses, worms, “Trojan horses”, or other similar contaminating or harmful features. 5. The Seller’s (s’) and occupant’s (s’) name(s), phone number (s), and email address (es), if made available by WFR. 6. Any display of expired, withdrawn, pending, or sold Listings.

26. Except as provided in this IDX Policy and the Policies and Procedures, an IDX site or a Subscriber operating an IDX site or displaying IDX information as otherwise permitted may not distribute, provide, or make any portion of the MLS Database available to any person or entity. 

27. In the event of any default by IDX Subscriber, or the occurrence of any event which WFR believes may constitute an event of default by Vendor under this IDX Policy, including any violation of or noncompliance with the Policies and Procedures, or failure by the IDX Subscriber, to pay any fees or fines owing to WFR under the Fine Policy, WFR may at its option and without prior notice to IDX Subscriber take the following action:

a. Notify IDX Subscriber, in writing (which notification may be via facsimile, email or Untied States mail) of such event of default and provide a period of not less than three (3) days, nor more than ten (10) days, to cure such default. If the event of default is not cured to the reasonable satisfaction of WFR within the time period provided by WFR, the WFR may assess and enforce fines in the amount of $10, per Business Day, from the deadline provided by WFR to IDX Subscriber to cure such event of default. For IDX Subscribers that have received more than one written notification from WFR for the same event of default within 180 day period, an additional $10 per day habitual fine fee will be levied until the event of default is cured to the reasonable satisfaction of WFR. Such habitual fine will increase to $40 upon the third notification, for the same event of default, $50 upon the fourth notification, and $100, plus possible termination of this Agreement upon the fifth notification, as provided in Section 42 of the WFR Policies and Procedures.

b. WFR may, in its sole discretion, temporarily suspend, and not terminate, the license granted to IDX Subscriber to access the MLS Database and IDX Database until all outstanding fees have been paid in full or the default has been cured.

c. Nothing under this Section 28 of this IDX Policy shall be construed as requiring WFR to suspend the License prior to exercising its right of termination under Section 42 of the WFR Policies and Procedures.

28. Each IDX Subscriber is required to employ appropriate security protection such as firewalls on their websites and displays, provided that any security measures required may not be greater than those employed by the MLS. 

39. Each IDX Subscriber shall maintain an audit trail of all consumer activity on their website and make that information available to the MLS if the MLS believes the IDX site has caused or permitted a breach in the security of the data or violation of MLS IDX rules or the Policies and Procedures, related to the use by consumers. 

30. With respect to any Subscriber’s IDX display that 

a. allows third-parties to write comments or reviews about particular Listings or displays a hyperlink to such comments or reviews in immediate conjunction with particular Listings, or

b. displays an automated estimate of the market value of the Listing (or a hyperlink to such estimate) in immediate conjunction with the Listing,

either or both of those features shall be disabled or discontinued with respect to the Seller’s Listing at the request of the Seller. The Listing Broker or Listing Agent shall communicate to the WFRMLS that the seller has elected to have one or both of these features disabled or discontinued on all displays controlled by IDX Subscribers.  Except for the foregoing, and subject to Section 32, below, an IDX Subscriber’s IDX Display Website may communicate the IDX Subscriber’s professional judgment concerning any IDX Listing. Nothing shall prevent an IDX Display Website from notifying its customers that a particular feature has been disabled at the request of the seller.

31. IDX Broker Subscribers shall maintain a means (e.g. e-mail address, telephone number) to receive comments about the accuracy of any data or information that is added by or on behalf of the IDX Subscriber beyond that supplied by the WFRMLS and that relates to a specific property. IDX Subscribers shall correct or remove any false data or information relating to a specific property upon receipt of a communication from the Listing Broker Subscriber or Listing Agent Subscriber for the property explaining why the data or information is false. However, IDX Broker Subscribers shall not be obligated to remove or correct any data or information that simply reflects good faith opinion, advice, or professional judgment.

32. Deceptive or misleading advertising (including co-branding) on pages displaying IDX Listings is prohibited. For purposes of this rule, co-branding will be presumed not to be deceptive or misleading if the IDX Broker’s logo and contact information is larger than that of any third party.

33. Fees and charges for participation in IDX services from WFRMLS shall be as established by the WFRMLS Board of Directors.

 

Exhibit B

VOW Rules

1. Definitions.

a. Capitalized terms not otherwise defined in these VOW Rules shall have the same meaning as set forth in WFR’s Policies and Procedures.

b. A virtual office website (“VOW”) is a Broker Subscriber’s Internet website, or a feature of a Broker Subscriber’s website, through which the Broker Subscriber is capable of providing real estate brokerage services to consumers with whom the Broker Subscriber has first established a broker-consumer relationship, as defined by state law, where the consumer has the opportunity to search MLS Listing Information, subject to the Broker Subscriber’s oversight, supervision, and accountability. An Agent Subscriber affiliated with a Broker Subscriber may, with his or her Broker Subscriber’s consent, operate a VOW. Any VOW of an Agent Subscriber is subject to the Broker Subscriber’s oversight, supervision, and accountability.

c. As used in these VOW Rules, the term “Broker Subscriber” includes a Broker Subscriber’s affiliated non-principal brokers and sales licensees, except when the term is used in the phrases “Broker Subscriber’s consent” and “Broker Subscriber’s oversight, supervision, and accountability”. References to “VOW” and “VOWs” include all VOWs, whether operated by a Broker Subscriber, by an Agent Subscriber, or by an affiliated VOW partner on behalf of a Broker Subscriber.

d. Affiliated VOW partner (“AVP”) refers to an entity or person designated by a Broker Subscriber to operate a VOW on behalf of the Broker Subscriber, subject to the Broker Subscriber’s supervision, accountability and compliance with the VOW Policy. No AVP has independent participation rights in the MLS by virtue of its right to receive information on behalf of a Broker Subscriber. No AVP has the right to use MLS Listing Information except in connection with operation of a VOW on behalf of one or more Broker Subscribers. Access by an AVP to MLS Listing Information is derivative of the rights of the Broker Subscriber on whose behalf the AVP operates a VOW.

e. As used in these VOW Rules, the term “MLS Listing Information” refers to active Listing information and sold data provided by Broker Subscribers to WFR and aggregated and distributed by WFR to Broker Subscribers.

2. Display of Information on VOW.

a. The right of a Broker Subscriber’s VOW to display MLS Listing Information is limited to that supplied by the multiple Listing service (“MLS”) in which the Broker Subscriber has participatory rights. However, a Broker Subscriber with offices participating in different MLSs may operate a master website with links to the VOWs of the other offices.

b. Subject to the provisions of the VOW Policy and these VOW Rules, a Broker Subscriber’s VOW, including any VOW operated on behalf of a Broker Subscriber by an AVP, may provide other features, information, or functions, e.g. Internet Data Exchange (“IDX”).

c. Except as otherwise provided in the VOW Policy or in these VOW Rules, a Broker Subscriber need not obtain separate permission from other Broker Subscribers whose Listings will be displayed on the Broker Subscriber’s VOW.

3. Registrant Requirements and Terms.

a. Before permitting any consumer to search for or retrieve any MLS Listing Information on his or her VOW, the Broker Subscriber must take each of the following steps:

i.     The Broker Subscriber must first establish with that consumer a lawful broker- consumer relationship (as defined by state law), including completion of all actions required by state law in connection with providing real estate brokerage services to clients and customers (hereinafter “Registrants”). Such actions shall include, but are not limited to, satisfying all applicable agency, non-agency, and other disclosure obligations, and execution of any required agreements.

ii.     The Broker Subscriber must obtain the name of, and a valid email address for, each Registrant. The Broker Subscriber must send an email to the address provided by the Registrant confirming that the Registrant has agreed to the VOW Terms of Use (described in subsection (d) below). The Broker Subscriber must verify that the email address provided by the Registrant is valid and that the Registrant has agreed to the VOW Terms of Use.

iii.     The Broker Subscriber must require each Registrant to have a user name and a password, the combination of which is different from those of all other Registrants on the VOW. The Broker Subscriber may, at his or her option, supply the user name and password or may allow the Registrant to establish its user name and password. The Broker Subscriber must also assure that any email address is associated with only one user name and password.

b. The Broker Subscriber must assure that each Registrant’s password expires on a date certain but may provide for renewal of the password. The Broker Subscriber must at all times maintain a record of the name, email address, user name, and current password of each Registrant. The Broker Subscriber must keep such records for not less than 180 days after the expiration of the validity of the Registrant’s password.

c. If WFR has reason to believe that a Broker Subscriber’s VOW has caused or permitted a breach in the security of MLS Listing Information or a violation of the Policies and Procedures, the Broker Subscriber shall, upon request of WFR, provide the name, email address, user name, and current password, of any Registrant suspected of involvement in the breach or violation. The Broker Subscriber shall also, if requested by the MLS, provide an audit trail of activity by any such Registrant.

d. The Broker Subscriber shall require each Registrant to review, and affirmatively to express agreement (by mouse click or otherwise) to, a “VOW Terms of Use” provision that provides at least the following:

i.     That the Registrant acknowledges entering into a lawful consumer-broker relationship with the Broker Subscriber;

ii.     That all information obtained by the Registrant from the VOW is intended only for the Registrant’s personal, non-commercial use;

iii.     That the Registrant has a bona fide interest in the purchase, sale, or lease of real estate of the type being offered through the VOW;

iv.     That the Registrant will not copy, redistribute, or retransmit any of the information provided except in connection with the Registrant’s consideration of the purchase or sale of an individual property;

v.     That the Registrant acknowledges WFR’s ownership of, and the validity of the WFR’s copyright in, the MLS Database.

e. The VOW Terms of Use may not impose a financial obligation on the Registrant or create any representation agreement between the Registrant and the Broker Subscriber. Any agreement entered into at any time between the Broker Subscriber and Registrant imposing a financial obligation on the Registrant or creating representation of the Registrant by the Broker Subscriber must be established separately from the VOW Terms of Use, must be prominently labeled as such, and may not be accepted solely by mouse click.

f. The VOW Terms of Use shall also expressly authorize WFR, and other Broker Subscribers or their duly authorized representatives, to access the VOW for the purposes of verifying compliance with the Policies and Procedures and monitoring display of Broker Subscribers’ Listings by the VOW. The VOW Terms of Use may also include such other provisions as may be agreed to between the Broker Subscriber and the Registrant.

4. Display of Broker Subscriber Contact Information. A Broker Subscriber’s VOW must prominently display an email address, telephone number, or specific identification of another mode of communication (e.g., live chat) by which a consumer can contact the Broker Subscriber to ask questions, or get more information, about any property displayed on the VOW. The Broker Subscriber, or an Agent Subscriber licensed with the Broker Subscriber, must be willing and able to respond knowledgeably to inquiries from Registrants about properties within the market area served by that Broker Subscriber and displayed on the VOW.

5. Prevention of Unauthorized VOW Use. A Broker Subscriber’s VOW must employ reasonable efforts to monitor for, and prevent, misappropriation, “scraping”, and other unauthorized use of MLS Listing Information. A Broker Subscriber’s VOW shall utilize appropriate security protection such as firewalls as long as this requirement does not impose security obligations greater than those employed concurrently by WFR.

6. Seller Opt-Out.

a. A Broker Subscriber’s VOW shall not display Listings or property addresses of any seller who has affirmatively directed the Listing broker to withhold the seller’s Listing or property address from display on the Internet. The Listing broker shall communicate to WFR that the seller has elected not to permit display of the Listing or property address on the Internet. Notwithstanding the foregoing, a Broker Subscriber who operates a VOW may provide to consumers via other delivery mechanisms, such as email, fax, or otherwise, the Listings of sellers who have determined not to have the Listing for their property displayed on the Internet.

b. A Broker Subscriber who lists a property for a seller who has elected not to have the property Listing or the property address displayed on the Internet shall cause the seller to execute a document that includes the following (or a substantially similar) provision:

Seller Opt-Out Form

1. Please check either option a. or option b.

a. [ ] I have advised my broker or sales agent that I do not want the listed property to be displayed on the Internet.

OR

b. [ ] I have advised my broker or sales agent that I do not want the address of the listed property to be displayed on the Internet.

2. I understand and acknowledge that, if I have selected option a., consumers who conduct searches for Listings on the Internet will not see information about the listed property in response to their search.

_____________
Initials of seller

c. The Broker Subscriber shall retain such forms for at least one (1) year from the date they are signed, or one (1) year from the date the Listing goes off the market, whichever is greater.

7. Third Party Posting or Linking.

a. Subject to subsection (b), a Broker Subscriber’s VOW may allow third-parties (i) to write comments or reviews about particular Listings or display a hyperlink to such comments or reviews in immediate conjunction with particular Listings, or (ii) to display an automated estimate of the market value of the Listing (or hyperlink to such estimate) in immediate conjunction with the Listing.

b. Notwithstanding the foregoing, at the request of a seller the Broker Subscriber shall disable or discontinue either or both of those features described in subsection (a) as to any Listing of the seller. The Listing Broker or its Agent Subscriber shall communicate to WFR that the seller has elected to have one or both of these features disabled or discontinued on all Broker Subscribers’ websites. Subject to the foregoing and to Section of these VOW Rules, a Broker Subscriber’s VOW may communicate the Broker Subscriber’s professional judgment concerning any Listing. A Broker Subscriber’s VOW may notify its customers that a particular feature has been disabled "at the request of the seller."

8. Listing Broker Comments. A Broker Subscriber’s VOW shall maintain a means (e.g., email address, telephone number) to receive comments from the Listing Broker about the accuracy of any information that is added by or on behalf of the Broker Subscriber beyond that supplied by WFR and that relates to a specific property displayed on the VOW. The Broker Subscriber shall correct or remove any false information relating to a specific property within forty-eight (48) hours following receipt of a communication from the Listing broker explaining why the data or information is false. The Broker Subscriber shall not, however, be obligated to correct or remove any data or information that simply reflects good faith opinion, advice, or professional judgment.

9. Refresh of Listings. A Broker Subscriber shall cause the MLS Listing Information available on its VOW to be refreshed at least once every three (3) days.

10. Access to MLS Listing Information. Except as provided in these VOW Rules, the National Association Of Realtors® VOW Policy, or the Policies and Procedures, no Broker Subscriber shall distribute, provide, or make accessible any portion of the MLS Listing Information to any person or entity.

11. Display of Privacy Policy. A Broker Subscriber’s VOW must display the Broker Subscriber’s privacy policy informing Registrants of all of the ways in which information that they provide may be used.

12. Criteria for Exclusion of Listings. A Broker Subscriber’s VOW may exclude Listings from display based only on objective criteria, including, but not limited to, factors such as geography, list price, type of property, cooperative compensation offered by Listing broker, and whether the Listing broker is a REALTOR®.

13. Notice of Intent to Establish VOW. A Broker Subscriber who intends to operate a VOW to display MLS Listing Information must notify WFR of its intention to establish a VOW and must make the VOW readily accessible to WFR and to all Broker Subscribers for purposes of verifying compliance with these VOW Rules, the VOW Policy, and the Policies and Procedures.

14. Multiple VOWs. A Broker Subscriber may operate more than one VOW himself or herself or through an AVP. A Broker Subscriber who operates his or her own VOW may contract with an AVP to have the AVP operate other VOWs on his or her behalf. However, any VOW operated on behalf of a Broker Subscriber by an AVP is subject to the supervision and accountability of the Broker Subscriber.

15. Exclusion of Confidential Information from VOW. A Broker Subscriber’s VOW may not make available for search by, or display to, Registrants any of the information contained in Section 21.b of the Policies and Procedures.

16. Consistency of Listings in VOWs and MLS Database. A Broker Subscriber shall not change the content of any MLS Listing Information that is displayed on a VOW from the content as it is provided in the MLS Database. The Broker Subscriber may, however, augment MLS Listing Information with additional information not otherwise prohibited by these VOW Rules or by the Policies and Procedures as long as the source of such other information is clearly identified. This rule does not restrict the format of display of MLS Listing Information on VOWs or the display on VOWs of fewer than all of the Listings or fewer than all of the authorized information fields.

17. VOW Notice. A Broker Subscriber shall cause to be placed on his or her VOW a notice indicating that the MLS Listing Information displayed on the VOW is deemed reliable but is not guaranteed accurate by WFR. A Broker Subscriber’s VOW may include other appropriate disclaimers necessary to protect the Broker Subscriber and/or WFR from liability.

18. Number of Listings in Search Query. A Broker Subscriber shall limit the number of Listings that a Registrant may view, retrieve, or download to not more than 200 current Listings and not more than 200 sold Listings in response to any inquiry.

19. Confirmation or Change in Password. A Broker Subscriber shall require that Registrants’ passwords be reconfirmed or changed every ninety (90) days.

20. Display of Advertising on VOW. A Broker Subscriber may display advertising and the identification of other entities (“co-branding”) on any VOW the Broker Subscriber operates or that is operated on his or her behalf. However, a Broker Subscriber may not display on any such VOW deceptive or misleading advertising or co-branding. For purposes of this Section, co-branding will be presumed not to be deceptive or misleading if the Broker Subscriber’s logo and contact information (or that of at least one Broker Subscriber, in the case of a VOW established and operated on behalf of more than one Broker Subscriber) is displayed in immediate conjunction with that of every other party, and the logo and contact information of all Broker Subscribers displayed on the VOW is as large as the logo of the AVP and larger than that of any third party.

21. Display of Source of Listing. A Broker Subscriber shall cause any Listing displayed on his or her VOW that is obtained from other sources, including from another MLS or from a broker not participating in WFR’s MLS, to identify the source of the Listing.

22. Search of Listings from Other Sources. A Broker Subscriber shall cause any Listing displayed on his or her VOW obtained from other sources, including from another MLS or from a broker not participating in WFR’s MLS, to be searched separately from Listings in the MLS Database.

23. Execution of License Agreement. Broker Subscribers and the AVPs operating VOWs on their behalf must execute the license agreement required by WFR.

24. Notice of Seller's Opt-Out. Where a seller affirmatively directs their Listing broker to withhold either the seller’s Listing or the address of the seller’s Listing from display on the Internet, a copy of the seller’s affirmative direction shall be provided to WFR within forty-eight (48) hours.

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