Source MLS, Inc.

MLS Member Agreement

This MLS Member Agreement ("Agreement") is between Source MLS, Inc., a Minnesota nonprofit corporation ("Source MLS"), and the undersigned multiple listing service organization ("MLS").

By accepting this Agreement, the MLS becomes a member of Source MLS and agrees to the terms below.

1. Purpose of Source MLS

Source MLS was formed to promote and represent the common business interests of MLSs by:

  • Supporting consistent attribution of MLS listing data
  • Providing branding, tracking, and analytics tools
  • Encouraging transparency and best practices in listing display

Source MLS does not own MLS listing data and does not license listing data to third parties.

2. Membership

Upon acceptance of this Agreement:

  • The MLS becomes a member of Source MLS
  • Membership is limited to organizations that operate a real estate multiple listing service
  • Membership continues unless terminated as described below

3. Source MLS Services

As a member, the MLS may access and use Source MLS services, which may include:

  • Attribution and branding tools (including the Source MLS logo)
  • Tracking and analytics related to listing displays
  • Administrative tools and reports
  • Related documentation and support

Source MLS may update or modify the services from time to time.

4. License to Use Source MLS Software and Trademarks

Source MLS grants the MLS a limited, non-exclusive, non-transferable, revocable license to:

  • Use Source MLS software and tools
  • Use Source MLS trademarks and branding
  • Enable Source MLS attribution and tracking in MLS data feeds

All use must be consistent with Source MLS requirements and this Agreement.

5. MLS Responsibilities

The MLS agrees to:

  • Implement Source MLS attribution and tracking in its data distribution
  • Require recipients of MLS listing data to comply with Source MLS Display and Usage Requirements
  • Not interfere with or disable Source MLS tracking or branding
  • Cooperate reasonably with Source MLS on technical implementation and compliance matters

6. Costs and Cost Sharing

Source MLS operates on a cost-recovery basis.

6.1 Pro-Rata Allocation

  • All operating costs of Source MLS will be aggregated on a monthly basis.
  • Each MLS will pay its pro-rata share of those costs based on the number of listing detail page views tracked by Source MLS for that MLS during the applicable month.
  • The allocation methodology will be applied consistently to all participating MLSs.

6.2 Invoicing and Payment

  • Source MLS will invoice each MLS monthly.
  • Invoices will include sufficient detail to explain the cost allocation.
  • Payment terms will be specified on the invoice.

7. Governance and Board Representation

Source MLS is governed by a Board of Directors in accordance with its Articles of Incorporation and Bylaws.

  • The three MLSs with the highest volume of tracked listing views, as determined by Source MLS, will each have the right to designate one individual to serve as a Director on the Board.
  • Board composition, director terms, and related governance matters are governed by the Source MLS Bylaws.
  • Board representation rights may change if relative MLS volumes change.

8. Data and Analytics

The MLS retains ownership of all analytics and metrics derived from the display of its listing data through the Source MLS system ("MLS Analytics").

The MLS controls access to its MLS Analytics, including which users, vendors, or other parties may view or receive such analytics. Source MLS will not disclose MLS Analytics to third parties except as authorized by the MLS or as required to operate the Source MLS services.

Source MLS will provide access to MLS Analytics as part of the Source MLS services and will not charge any separate fees for access to or use of MLS Analytics beyond the MLS's pro-rata share of Source MLS operating costs as described in Section 6.

Source MLS may use aggregated and anonymized analytics across multiple MLSs solely to operate, improve, and support its nonprofit mission, provided such analytics do not identify individual MLSs without their consent.

9. Compliance and Enforcement

If an MLS becomes aware that a data recipient is not complying with Source MLS Display and Usage Requirements, the MLS agrees to take reasonable steps to address the issue.

Source MLS may notify the MLS of non-compliance and may suspend or limit services if necessary to protect the integrity of the system.

10. Term and Termination

  • Either party may terminate this Agreement upon written notice.
  • Upon termination:
    • The MLS must stop using Source MLS software and trademarks
    • Outstanding payment obligations remain due
  • Termination of membership does not affect amounts owed for prior periods.

11. Disclaimers

Source MLS services are provided "as is" and "as available."

Source MLS does not guarantee:

  • Specific levels of traffic or views
  • Accuracy of listing data (which is provided by MLSs)
  • Continuous or uninterrupted service

12. Limitation of Liability

To the fullest extent permitted by law, Source MLS will not be liable for indirect, incidental, special, or consequential damages arising out of this Agreement or use of the services.

13. Indemnification

The MLS agrees to indemnify and hold harmless Source MLS from claims arising out of:

  • The MLS's listing data
  • The MLS's failure to comply with this Agreement
  • The MLS's data licensing practices

14. Changes to This Agreement

Source MLS may update this Agreement from time to time. Updated versions will be made available to members.

Continued participation as a member after an update constitutes acceptance of the revised Agreement.

15. Governing Law

This Agreement is governed by the laws of the State of Minnesota, without regard to conflict of law principles.

16. Contact Information

Source MLS, Inc.

support@sourcemls.org