API and Custom Feed Agreement
Version 2 | Published July 20, 2026
NOTICE: THE TERMS OF SERVICE THAT APPLY TO THIS AGREEMENT CONTAIN A MANDATORY ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. PLEASE REVIEW THEM CAREFULLY.
ADMIN USER NOTICE: BY ACCEPTING THIS AGREEMENT, YOU AGREE BOTH PERSONALLY AND FOR THE ACCOUNT. YOUR OBLIGATIONS ARE DIRECT AND PRIMARY, NOT MERELY A GUARANTY, AND YOU ARE PERSONALLY RESPONSIBLE FOR ALL CLIENT OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING PAYMENT, SECURITY, VENDOR, CERTIFICATION, COOPERATION, DELETION, AND INDEMNIFICATION OBLIGATIONS.
This API and Custom Feed Agreement ("Agreement"), available at https://www.yougotlistings.com/api-agreement, supplements and forms part of the You Got Listings, Inc. ("YGL") Terms of Service ("Terms of Service"), available at https://www.yougotlistings.com/terms. YGL's handling of personal information is described in the YGL Privacy Policy, available at https://www.yougotlistings.com/privacy-policy. The Privacy Policy is not incorporated as a contractual promise except to the extent expressly stated in this Agreement or required by law. This Agreement governs the Data Access Features defined below.
This Agreement governs existing and future access to and use of the Data Access Features. Any reference in the Terms of Service, the Services, Data Access Documentation, an order form, or another YGL notice to the "API Agreement" means this Agreement unless the context expressly requires otherwise. Existing Data Access Features, Data Access Credentials, and Authorized Implementations may be subject to updated registration, approval, acceptance, or attestation requirements.
- Acceptance; Bound Parties; Admin Personal Responsibility
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For an Account with an existing Data Access Feature as of July 20, 2026, the Terms of Service and other applicable YGL terms continue to govern until the Admin User affirmatively accepts this Agreement or YGL disables the applicable Data Access Feature. Publication alone does not bind any person or entity. After YGL presents this Agreement, continued access is conditioned on affirmative acceptance by the Admin User. Upon acceptance, this Agreement governs continuing and subsequent Data Access-related activity through the Account and applies to existing Data Access Credentials, Authorized Implementations, Custom Feeds, Custom Feed Destinations, Client Systems, and retained Data Access Data associated with the Account. Acceptance does not make the Admin User personally responsible for a breach fully completed before acceptance, but it does govern post-acceptance access, possession, use, security, retention, deletion, remediation, and other continuing obligations relating to items remaining under or associated with the Account.
After YGL presents a non-Admin acceptance process, each non-Admin Account User must affirmatively accept before that user may view Data Access Credentials, configure or modify a Custom Feed, or otherwise use a Data Access Feature. An accepting non-Admin Account User is an "Accepting Account User" and is individually bound only with respect to that user's own access, handling, conduct, representations, and violations. References to "Client" apply to an Accepting Account User only as necessary to impose provisions governing that conduct. Acceptance does not authorize the user to act for Client or impose Account-wide payment, vendor-contracting, information-security-program, certification, audit-cooperation, deletion, indemnification, termination, assignment, or billing obligations. However, an Accepting Account User is individually subject to the limited indemnification obligation stated in Section 21 for third-party claims arising directly from that user's own conduct. YGL may suspend or disable access until the required acceptance occurs.
The Admin User accepts this Agreement in the Admin User's individual capacity and assumes direct and primary personal responsibility for all obligations imposed on Client, including Account-level Data Access activity and activity of persons or systems accessing or using a Data Access Feature through or for the Account. If the Admin User changes, the outgoing Admin User remains responsible for obligations arising from pre-transfer activity, accrued amounts, and remediation, deletion, or other surviving obligations caused by pre-transfer conduct or involving credentials, systems, feeds, destinations, or data that remain within that person's possession or control. The outgoing Admin User is not responsible merely because an item continues to exist with the Account after a valid transfer and is not responsible for obligations arising solely from post-transfer activity. The incoming Admin User must affirmatively accept this Agreement before continued Data Access Feature use and becomes personally responsible for post-acceptance activity and continuing compliance for credentials, systems, implementations, feeds, destinations, and data remaining with the Account. The incoming Admin User does not assume liability for a breach fully completed before acceptance solely by becoming the Admin User. YGL may suspend the Data Access Features until the incoming Admin User accepts. A transfer does not release any accrued obligation unless YGL expressly agrees in writing.
If a Data Access Feature or Authorized Implementation is used on behalf of or in connection with a company, brokerage, office, landlord, property owner, property manager, management company, listing source, client, customer, employer, or other person or entity outside the Services, each Account User involved represents that the user has authority for that user's own activity. The Admin User additionally represents that the Admin User has authority to bind the Account Holder and any other person or entity identified by the Admin User or on whose behalf the Account is operated. The Account Holder or another person or entity is bound only to the extent the Admin User actually has that authority. YGL may rely on the Admin User's acceptance, Account designations, settings, credentials, destination information, and activity shown in the Services and is not required to investigate or verify authority or adjudicate ownership, agency, contractual, publication, redistribution, or data-right disputes outside the Services. A lack of authority does not limit or release the Admin User's individual obligations, and no outside person or entity becomes a party solely because it benefits from or is connected to the activity.
YGL may require a separate registration, approval, order form, account setting, technical or security review, destination review, rights attestation, feature-specific term, or YGL-designated acceptance process before providing or continuing a Data Access Feature.
- 1. Relationship to Terms of Service; Order of Precedence
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The Terms of Service apply to all access to and use of the Services, including Data Access-related activity. This Agreement provides additional and more specific terms for the API, Custom Feeds, Data Access Credentials, Authorized Implementations, Data Access Data, external destinations, and downstream use. Except where this Agreement expressly provides a more specific Data Access-related rule, the Terms of Service continue to apply.
If there is a conflict between this Agreement and the Terms of Service, this Agreement controls only for Data Access-related activity. Nothing in this Agreement limits a broader right, protection, disclaimer, limitation of liability, indemnity, remedy, or enforcement right provided to YGL or YGL Related Parties under the Terms of Service unless this Agreement expressly states otherwise.
If a separate YGL order form, registration, approval, account setting, feature-specific term, Data Access Documentation requirement, security or destination requirement, MLS requirement, third-party provider requirement, or written instruction applies to a specific endpoint, field, feed, data source, destination, application, jurisdiction, or use case, the more specific requirement controls for that subject, subject to the limitations stated below. The Privacy Policy describes YGL's handling of personal information, except where a more specific consent, disclosure, authorization, or feature-specific term applies.
Data Access Documentation and written instructions may establish or modify prospective technical, operational, security, source, field, display, destination, and implementation requirements as conditions of access. YGL may make a requirement effective immediately when reasonably necessary to address an active security risk, applicable law or regulation, an MLS or source requirement, urgent platform-integrity concerns, or another urgent operational need. Otherwise, YGL will provide a reasonable implementation period for a material new operational requirement. Documentation or an instruction does not create retroactive liability for conduct completed before the requirement became applicable.
Data Access Documentation and written instructions do not modify fees, payment obligations, data-use or ownership rights, confidentiality, indemnification, disclaimers, limitations or allocation of liability, dispute resolution, governing law, or another material legal term unless YGL expressly identifies the modification and the Admin User affirmatively accepts it through a method designated by YGL. An invoice, documentation update, email, or informal support, developer, technical, or similar communication may provide notice but does not independently constitute acceptance of a new fee, fee increase, materially different payment obligation, or other material legal term.
- 2. Definitions
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Capitalized terms not defined in this Agreement have the meanings given to them in the Terms of Service. For purposes of this Agreement:
- "API" means only application programming interfaces, endpoints, webhooks, SDKs, sample code, developer tools, credentials, and related functionality that YGL expressly designates or makes available to Client under YGL's API program. SDKs, sample code, open-source components, and third-party components may be subject to separate license notices that control for the applicable component. The API does not include ordinary exports, YGL-operated syndication, MLS feeds, personal or office website functionality, widgets, or third-party integrations unless YGL expressly designates the applicable functionality as part of the API.
- "Data Access Credential" or "Data Access Credentials" means API keys, tokens, secrets, passwords, certificates, private keys, client IDs, OAuth credentials, access tokens, refresh tokens, session credentials, webhook signing secrets, Custom Feed URLs, feed tokens, feed identifiers, query strings, access codes, or other credentials, identifiers, links, or authentication methods used for access to a Data Access Feature.
- "Data Access Data" means data, content, records, files, fields, images, listings, property information, account information, metadata, logs, responses, payloads, feed content, or other material expressly made available through or in connection with a Data Access Feature. Data Access Data may include User Data, YGL Data, MLS Data, third-party data, publicly sourced data, listing-source data, or Sensitive Data Access Data, each subject to applicable restrictions. Information Client lawfully obtained independently outside the Services does not become Data Access Data solely because similar information is available through a Data Access Feature.
- "Data Access Documentation" means API or Custom Feed documentation, endpoint descriptions, field definitions, schemas, feed specifications, technical instructions, integration guides, sample code, formal developer communications that YGL expressly identifies as Data Access Documentation, changelogs, configuration instructions, destination requirements, and other technical material YGL makes available relating to a Data Access Feature.
- "Custom Feed" means only an XML or other machine-readable feed that YGL expressly labels or designates as a "Custom Feed" and that an Account User configures through designated Custom Feed functionality for transmission, publication, display, or use outside the Services. A Custom Feed does not include standard YGL-operated syndication, MLS feeds, personal or office website functionality, widgets, ordinary exports, or third-party integrations unless YGL expressly designates the applicable functionality as a Custom Feed.
- "Authorized Custom Feed" means a Custom Feed YGL has approved or enabled as part of an Authorized Implementation for the approved use case and Custom Feed Destination.
- "Custom Feed Destination" means a public-facing website, application, platform, external recipient, external system, or other external location to which a Custom Feed or its Data Access Data is transmitted, displayed, published, stored, or otherwise made available for the approved use case. Infrastructure, hosting, content-delivery, security, backup, and support providers acting solely on Client's behalf to operate the same approved destination are not separate Custom Feed Destinations but remain subject to Section 16.
- "Data Access Features" means the API and Custom Feeds, together with related Data Access Credentials, Data Access Documentation, and configuration interfaces expressly made available by YGL for those features.
- "Authorized Implementation" means the specific software application, website, platform, system, integration, workflow, Custom Feed, Custom Feed Destination, or other technical implementation approved or enabled by YGL through a method YGL designates, including a registration form, an in-Service workflow or setting, Data Access Documentation, an order form, or another YGL-designated approval process. Client may not use a Data Access Feature for a materially different use case, destination, customer group, business line, data product, or commercial purpose without approval through a method designated by YGL.
- "Client" means collectively (a) each Admin User who accepts this Agreement in that Admin User's individual capacity and (b) the Account Holder and each other person or entity on whose behalf the Admin User accepts this Agreement, in each case only to the extent the Admin User has authority to bind that person or entity. Client does not include a non-Admin Accepting Account User except to the limited extent stated in the acceptance provisions above. Each accepting Admin User remains individually bound and personally responsible as provided there. An accepting Admin User and each Account Holder or other person or entity validly bound through that acceptance are jointly and severally responsible for Account-wide obligations arising while that Admin User's acceptance governs the Account, subject to the Admin-transfer allocation stated above. YGL is not required to investigate or verify an Admin User's authority or organizational, employment, agency, ownership, or representation arrangements.
- "Accepting Account User" means a non-Admin Account User who affirmatively accepts this Agreement through a YGL-designated process. The acceptance provisions above govern that user's individual obligations, limited Section 21 indemnification responsibility, and lack of authority to bind Client, terminate this Agreement for the Account, approve Account-wide fees, or assume Account-wide obligations.
- "Account Holder" means the person or entity identified in the Account information as the owner or operator of the Account or on whose behalf the Account is maintained or operated.
- "Client System" means any server, database, cloud service, application, website, destination, device, network, development environment, repository, vendor system, analytics system, logging system, backup system, or other system used by or on behalf of Client in connection with a Data Access Feature, Data Access Credential, Authorized Implementation, Custom Feed, Custom Feed Destination, or Data Access Data.
- "Consumer End User" means a prospective tenant, tenant, lead, or other individual acting in a personal capacity who interacts with an Authorized Implementation to view or inquire about rental listings or use other listing-related functionality expressly enabled for the Authorized Implementation.
- "End User" means (a) Client's authorized personnel using an Authorized Implementation internally for Client's lawful professional real estate activities and (b) Consumer End Users. End Users do not include data customers, licensees, resellers, listing services, marketplaces, aggregators, competitors, advertising networks, artificial-intelligence systems, machine-learning systems, analytics products, or other third-party business customers unless YGL expressly approves the use.
- "Listing Provider Information" means contact details, names, identities, entity information, communications, instructions, notes, or other information relating to persons or entities that supply, authorize, manage, update, advertise, show, lease, or otherwise participate in rental listings, to the extent expressly made available through a Data Access Feature.
- "Sensitive Data Access Data" means personal information, non-public information, Listing Provider Information, contact information, non-public communications, access-related information expressly made available through a Data Access Feature, or other confidential, regulated, security-sensitive, or potentially privacy-sensitive information.
- "Excluded Data" means consumer reports; credit, background, or eviction reports; completed rental applications; Social Security numbers; government identification numbers or images; payment-card, bank-account, or payment credentials; electronic-signature audit records; private documents; precise property-access credentials; and tenant, occupant, applicant, or guarantor information, except to the limited extent expressly enabled under separate written or feature-specific terms agreed to by YGL and affirmatively accepted by Client.
Unless the context refers only to API-specific technical functionality, references to API use, activity, security, display, retention, deletion, suspension, termination, or similar conduct include corresponding Custom Feed activity.
- 3. Approval; Authorized Implementations; Limited License
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Access to the Data Access Features is a limited privilege, not a right. YGL may require Client to identify an Authorized Implementation, its owner or operator, intended use, public-facing URLs, Custom Feed Destinations, fields, listing sources, display methods, End User groups, security measures, material vendors, jurisdictions, and other reasonably requested information.
For pre-existing access or incomplete registration information, YGL may treat access as conditionally authorized only to the extent known to and technically enabled by YGL and not otherwise prohibited. YGL may require updated registration or an attestation as a condition of continued access.
Client may use a Data Access Feature only for the Authorized Implementation and approved use case. A successful configuration or creation through a YGL-enabled self-service workflow constitutes limited authorization for the information, destination, and use case identified in that workflow, but does not constitute YGL's legal, compliance, or rights review. A material change requires prior approval through a method designated by YGL. Material changes include a different public-facing website or application, a new destination category, customer group, business line, monetization model, materially different data or retention model, or a new jurisdiction presenting materially different legal requirements.
A routine change to an infrastructure, hosting, backup, security, content-delivery, or support provider is not by itself a new destination or material change if the provider acts solely for Client, has no independent data-use rights, and the change does not materially increase legal, security, privacy, source, or compliance risk. The provider remains subject to Section 16.
Client must keep information provided to YGL complete, accurate, and current. YGL's approval or technical enablement is not legal, compliance, brokerage, or rights advice and does not determine whether Client's use complies with law, MLS rules, listing-source requirements, third-party rights, privacy or consumer-protection obligations, fair-housing laws, broker-fee or application-fee laws, landlord-tenant laws, advertising laws, or separate agreements. Client remains solely responsible for compliance.
Subject to Client's continuing compliance, YGL grants Client a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Data Access Features solely to build, operate, maintain, and support the Authorized Implementation for the approved use case, permitted End Users, and approved destinations. The license grants no ownership interest in the API, Custom Feed functionality, Data Access Documentation, Data Access Credentials, Data Access Data, YGL Data, MLS Data, the Services, or YGL intellectual property. All rights not expressly granted are reserved.
- 4. Data Access Credentials; Credential Security
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Data Access Credentials are confidential information of YGL and may be used only for the Authorized Implementation, approved destination, and approved use case. Client is responsible for activity occurring through credentials issued, enabled, generated, stored, transmitted, or used in connection with Client, the Account, an Account User, an Authorized Implementation, a Custom Feed, a destination, or a Client System, except to the extent directly caused by YGL's breach of this Agreement or applicable security obligations.
Client must use appropriate safeguards for credential generation, storage, rotation, logging, access control, and transmission. Client may not embed credentials in client-side or browser-accessible code, public repositories, screenshots, unsecured logs, analytics tools, or support communications other than a secure channel expressly designated by YGL for that purpose, or in other locations where unauthorized persons could reasonably access them. A Custom Feed URL may be used by the approved destination as technically necessary but may not be publicly posted as a credential, indexed by search engines, disclosed to unauthorized recipients, or reused for an unapproved destination or purpose.
Client may disclose Data Access Credentials only to authorized personnel and service providers that have a legitimate need and satisfy Section 16. Client may not sell, rent, sublicense, assign, transfer, publish, lend, or provide credentials to a customer, data recipient, marketplace, reseller, or other third party.
Client must promptly rotate, revoke, disable, or replace a credential if Client knows or reasonably suspects it was lost, stolen, disclosed, leaked, indexed, misused, compromised, stored insecurely, used for an unauthorized purpose, or accessed by an unauthorized person. YGL may rotate, revoke, disable, limit, suspend, or replace credentials for security, compliance, operational, legal, listing-source, MLS, provider, destination, or platform-integrity reasons.
- 5. Permitted Uses; Client-Controlled Activity
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Client may use Data Access Data only within the Authorized Implementation, for the approved use case, permitted End Users, and approved destinations, to the extent technically enabled by YGL, and for Client's lawful professional real estate activities. Permitted use may include displaying approved rental listing information; supporting internal listing-management or rental-marketing workflows; allowing Consumer End Users to view or inquire about listings; transmitting selected listings through an Authorized Custom Feed; coordinating rental-related communications separately enabled by YGL; and other uses approved by YGL.
Client may use its own User Data as permitted by the Terms of Service, this Agreement, applicable law, and applicable consents, disclosures, and third-party requirements. Client represents that it has the rights, permissions, licenses, consents, notices, legal bases, and authority necessary to submit, import, select, include, update, display, publish, distribute, process, store, use, and authorize YGL to process materials transmitted to or through a Data Access Feature by or for Client.
Client is responsible for data, fields, listings, source selections, destinations, settings, instructions, and other materials created, selected, submitted, imported, updated, modified, deleted, suppressed, overwritten, published, or distributed through a Data Access Feature by or for Client. Client must test, validate, monitor, control, back up, and safeguard requests, feed configurations, synchronization processes, scripts, bulk updates, field mappings, transformations, destination behavior, and integration workflows.
- 6. Custom Feeds; Selection, Rights, Destinations, and Downstream Use
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Client controls and is responsible for selecting listings, sources, fields, photographs, descriptions, and other content included in each Custom Feed; identifying each destination and recipient; and determining how Data Access Data is displayed, published, stored, transmitted, combined, or otherwise used at or through each destination.
By creating, enabling, modifying, distributing, or using a Custom Feed, Client represents that it has all rights, permissions, licenses, authorizations, consents, approvals, notices, and legal bases necessary to include each selected item and to transmit, publish, display, distribute, store, and use it at each intended destination. Technical availability or selectability does not constitute YGL's verification that Client may lawfully include or use the content.
A Custom Feed may contain only fields and content expressly enabled by YGL. Client may not include or attempt to include Excluded Data, applications, consumer reports, precise property-access credentials, internal notes, private documents, account credentials, non-public communications, or other confidential, personal, security-sensitive, or non-public information unless YGL expressly enables the specific field and use under separate terms.
Client is responsible for each destination and downstream activity, including legal compliance, security, privacy, display, advertising, attribution, disclosures, source labels, fair-housing compliance, broker-license and fee information, update frequency, removal practices, retention, and vendor conduct. Client must promptly update, suppress, or remove stale, unavailable, restricted, corrected, expired, or withdrawn content and comply with YGL instructions, source restrictions, and takedown requests.
Client may provide a Custom Feed or credential to a developer, hosting provider, marketing vendor, or other service provider solely to operate the Authorized Implementation and approved destination, subject to Sections 4 and 16. The provider may have no independent right to use, retain, combine, resell, sublicense, redistribute, analyze, commercialize, or build a separate database, product, marketplace, service, artificial-intelligence system, or machine-learning system from the data.
Client must not permit a Custom Feed or credential to be publicly indexed, published as a reusable credential, provided to an unapproved recipient, used for an unapproved destination, or copied into another feed, API, database, marketplace, syndication service, or data product except as expressly authorized by YGL. YGL may require or renew attestations regarding publication rights, source permissions, destinations, field selection, vendor access, and compliance.
- 7. Prohibited Uses
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Client may not, and may not permit or assist any Account User, End User, vendor, customer, contractor, developer, service provider, destination, affiliate, or third party to:
- sell, resell, rent, lease, sublicense, assign, transfer, syndicate, redistribute, or otherwise provide access to a Data Access Feature, Data Access Credential, Data Access Data, YGL Data, MLS Data, or Sensitive Data Access Data except as expressly permitted by this Agreement, Data Access Documentation, an approved use, an Authorized Custom Feed, or YGL;
- use a Data Access Feature or Data Access Data for an application, destination, customer, business line, data product, workflow, or use case that is not approved;
- scrape, harvest, crawl, bulk download, bulk export, aggregate, compile, reconstruct, mirror, cache, store, or retain Data Access Data except as expressly permitted;
- create, train, develop, improve, commercialize, or use Data Access Data to create or enhance a separate database, listing service, rental marketplace, feed, marketing or data service, analytics product, artificial-intelligence system, machine-learning model, scoring or valuation model, competing service, or other service without YGL's prior approval, except for the approved Authorized Implementation. This restriction does not prohibit incidental automated processing by an approved service provider under Section 16 solely to operate, secure, support, translate, or make accessible the Authorized Implementation, provided the provider has no independent data-use, training, retention, or commercialization right;
- use Data Access Data for lead harvesting or resale, third-party lead generation, broker or property-provider recruitment, tenant solicitation outside the approved workflow, unsolicited marketing, spam, data brokering, profiling, competitive analysis, benchmarking, reverse engineering, or another unapproved purpose;
- circumvent or interfere with YGL billing, user seats, permissions, access or compliance controls, disclosures, opt-ins, opt-outs, rate or export limits, source or MLS restrictions, field or destination restrictions, user interfaces, or workflows;
- state or imply YGL sponsorship, endorsement, partnership, brokerage, agency, referral, cooperation, compensation, fee sharing, listing or showing authorization, application rights, transaction approval, or legal compliance;
- state or imply that a person must work with, compensate, contact, apply through, or otherwise engage a particular broker, agent, Client, user, or third party unless the statement is accurate, lawful, authorized, and supported by a valid agreement outside the Services;
- remove, obscure, suppress, or contradict required attribution, disclaimers, notices, disclosures, warnings, source or field labels, branding, copyright notices, proprietary notices, opt-out mechanisms, or other requirements;
- use unauthorized automation, exceed rate limits, spoof identity, create excessive traffic, conduct unauthorized security testing, or violate this Agreement, the Terms of Service, Data Access Documentation, or applicable law;
- use Data Access Data for an unlawful, discriminatory, misleading, harassing, abusive, unsafe, fraudulent, invasive, privacy-violating, security-violating, or unrelated purpose; or
- reverse engineer, decompile, disassemble, derive, probe, map, reproduce, or exploit non-public YGL systems, databases, data structures, endpoints, schemas, rate limits, business logic, security controls, or source restrictions except to the limited extent applicable law expressly permits and does not allow waiver by contract.
- 8. Ownership; Data Restrictions; No Continuing Rights
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Data Access Data remains subject to the ownership rights, licenses, restrictions, and third-party rights described in the Terms of Service and this Agreement. Client acquires no ownership, database, compilation, export, retention, derivative, commercial-exploitation, redistribution, destination, or continuing-access right in YGL Data, MLS Data, listing-source data, third-party data, or Sensitive Data Access Data.
YGL Data received through a Data Access Feature is licensed only for Client's approved, lawful professional real estate activities through the Authorized Implementation and approved destinations. Client retains its rights in its own User Data and in information lawfully obtained independently outside the Services, except to the extent a retained copy contains YGL Data, MLS Data, Sensitive Data Access Data, or information subject to a source-specific restriction or deletion obligation.
Client may not use a Data Access Feature or Data Access Data to reconstruct, verify, supplement, enhance, redistribute, republish, commercialize, or exploit an independently obtained database beyond the approved use case.
- 9. Display, Refresh, Takedown, and Accuracy
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Client is responsible for the accuracy, legality, completeness, timeliness, display, formatting, labeling, disclosure, attribution, publication, destination, and use of Data Access Data in an Authorized Implementation. Data Access Data may be inaccurate, incomplete, delayed, outdated, removed, restricted, mislabeled, unavailable, or subject to third-party, source, MLS, or jurisdiction-specific restrictions.
Client must refresh Data Access Data at intervals required by YGL, Data Access Documentation, MLS rules, listing-source requirements, or law. If no interval is stated, Client must use commercially reasonable practices appropriate for rental listing data and must not display stale data as current. Client may not represent that Data Access Data is complete, verified, current, available, legally compliant, authorized, or endorsed by YGL.
Client must promptly remove, suppress, modify, relabel, or update Data Access Data in each affected Authorized Implementation, destination, and relevant Client System when YGL changes or stops providing the data or instructs Client to act. Client must comply within the stated timeframe or, if none is stated, as soon as reasonably practicable. Unless YGL's instruction or an applicable requirement states otherwise, the action applies to the affected data, source, credential, feed, implementation, or destination and does not require discontinuing an unaffected approved use.
Client is responsible for required attribution, notices, labels, disclaimers, broker-license information, fair-housing disclosures, fee or compensation disclosures, source disclosures, advertising disclosures, privacy disclosures, and similar information. YGL may require specific attribution, timestamps, links, source information, or notices.
Takedown, correction, and deletion instructions apply to copies obtained through a Data Access Feature and do not require alteration of independently obtained information or Client's own User Data unless the same copy contains restricted data or is subject to an applicable legal or source-specific obligation. Client must not transform Data Access Data in a manner that makes it inaccurate, misleading, unlawful, discriminatory, stale, wrongly attributed, improperly labeled, or inconsistent with applicable requirements.
- 10. Excluded and Sensitive Data; Limited Access
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The standard Data Access Features are intended primarily for rental-listing and related business information and do not provide access to Excluded Data. Client may not attempt to submit, retrieve, infer, reconstruct, export, transmit, or use Excluded Data through a Data Access Feature.
YGL may make limited Listing Provider Information or other Sensitive Data Access Data available through specifically enabled endpoints, fields, Custom Feed selections, account configurations, or approvals. Client may use that information only for legitimate, approved rental-listing, listing-management, rental-marketing, inquiry-handling, and related lawful professional real estate activities.
This Agreement does not itself authorize or govern access to application, consumer-report, payment, electronic-signature, precise property-access, or applicant, tenant, occupant, or guarantor data. Excluded Data or materially expanded sensitive-data functionality may be made available only under separate written or feature-specific terms agreed to by YGL and affirmatively accepted by Client that identify the enabled data, permissible purpose, security, retention, and other restrictions. Technical availability, an error response, metadata, system behavior, or informal technical communication is not approval.
Client must maintain appropriate confidentiality, security, access controls, and safeguards for Sensitive Data Access Data and may disclose it only to authorized personnel, service providers, and End Users to the limited extent necessary for the approved purpose. Client may access or use only endpoints, fields, data, functionality, selections, and account resources YGL expressly makes available and may not use technical information to discover, infer, reconstruct, or access functionality or data not enabled for Client.
- 11. MLS Data; Listing-Source and Third-Party Restrictions
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MLS Data remains subject to applicable MLS rules, licenses, display and technical standards, permitted-use and retention restrictions, and third-party rights. Client may access, receive, store, display, transmit, publish, export, download, use, or redistribute MLS Data through a Data Access Feature only to the extent expressly enabled by YGL and permitted by the applicable MLS and its rules and agreements.
Client is responsible for reviewing and complying with MLS and listing-source requirements applicable to its use. Updated requirements apply when effective and applicable following notice from the MLS, YGL, a source, or another channel through which Client is reasonably expected to receive them. Data Access Data may also be subject to syndication-partner, provider, intellectual-property, privacy, display, destination, retention, takedown, and use-case restrictions communicated through applicable terms, documentation, labels, feeds, instructions, or law.
YGL may disclose relevant use, configuration, destination, Client, log, or suspected-misuse information to MLSs, listing sources, syndication partners, providers, rights holders, auditors, regulators, law enforcement, or other relevant persons when YGL reasonably believes disclosure is appropriate for compliance, enforcement, investigation, security, privacy, legal, contractual, source-protection, or platform-integrity purposes.
A violation of applicable MLS rules, source requirements, provider requirements, or third-party rights is a material breach and may result in immediate restriction or termination of access, removal of data access, notice to the applicable source, and legal action.
- 12. Neutral Technology Platform; No Brokerage or Transaction Rights
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YGL provides the Data Access Features as technology interfaces for accessing, selecting, transmitting, or displaying certain functionality or data made available through the Services. YGL is not a real estate broker, salesperson, agent, landlord, property manager, leasing agent, fiduciary, representative, referral broker, application reviewer, credit decision-maker, property-access provider, showing agent, or party to a rental transaction.
Access, approval, configuration, technical enablement, labels, or display through a Data Access Feature does not create, verify, approve, evidence, or imply a brokerage, agency, representation, listing, management, advertising, showing, property-access, cooperation, referral, compensation, commission, fee-sharing, tenant-representation, landlord-representation, contractual, fiduciary, or other legal relationship or obligation.
Access to, selection of, transmission of, or display of listing information does not by itself grant any person a right to advertise, market, syndicate, display, share, show, enter, lease, negotiate, submit applications for, collect fees for, claim compensation for, or otherwise use a property listing. Those rights are determined by law, MLS and source requirements, third-party rights, and agreements between the applicable parties outside the Services.
Any fee, commission, compensation, concession, referral amount, application or screening fee, move-in amount, deposit, payment, or other transaction-party amount made available as Data Access Data is supplied by users or third-party sources. YGL may technically transmit or display that information, but YGL does not independently establish, promote, endorse, recommend, negotiate, require, split, guarantee, validate, approve, or enforce those amounts or arrangements. This paragraph does not apply to fees, taxes, or charges separately imposed by YGL for its own Services.
Client may not publish or transmit to a Consumer End User any statement that the Consumer End User or a tenant must pay a broker fee, commission, compensation, application fee, screening fee, move-in fee, or other charge unless Client has independently determined that the statement and charge are lawful, accurate, supported by any engagement, contract, authority, or other condition required by law, and accompanied by all required disclosures. YGL may suppress, withhold, restrict, relabel, or remove fee, compensation, concession, deposit, or other charge fields based on jurisdiction, source, destination, use case, user role, or compliance risk. Technical transmission or suppression does not make YGL responsible for determining whether a particular amount or arrangement is lawful, and YGL assumes no duty to monitor or adjudicate that issue.
Client is responsible for determining whether participants have been properly engaged, contracted with, authorized, licensed, appointed, or permitted to advertise, show, provide access, communicate, collect or receive fees, disclose or pay compensation, or otherwise participate in a rental transaction. Client may not use a Data Access Feature, Data Access Data, an Authorized Implementation, or a destination to create, imply, demand, charge, shift, split, disguise, relabel, facilitate, or process a fee, compensation arrangement, deposit, rent, reimbursement, or other charge in violation of applicable law, including broker-fee, application-fee, security-deposit, consumer-protection, landlord-tenant, real estate licensing, and fair-housing requirements.
- 13. End User Interactions; Communications; Client Responsibility
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Client is responsible for each Authorized Implementation and for interactions, communications, notices, disclosures, consents, authorizations, listing inquiries, and rental-related workflows involving End Users or other third parties. The Authorized Implementation must accurately describe the source, nature, status, availability, and limitations of listing information and must not mislead End Users about YGL, listing availability or terms, fees, compensation, deposits, applications, showing access, relationships, or legal obligations.
Except for listing-inquiry or communication functionality expressly included in an approved use, this Agreement does not authorize communication, lead, application, payment, electronic-signature, property-access, or other transactional functionality. If YGL separately enables such functionality under feature-specific terms, Client is responsible for all required notices, disclosures, consents, authorizations, opt-ins, opt-outs, privacy notices, payment authorizations, electronic-signature consents, and records under applicable law, provider terms, source requirements, third-party rights, and those feature-specific terms.
Client must not use Data Access Data or an Authorized Implementation for unlawful, unauthorized, misleading, excessive, harassing, discriminatory, or unrelated communications and is responsible for compliance with applicable telemarketing, text-messaging, email, privacy, consumer-protection, fair-housing, advertising, and electronic-communications laws.
- 14. Retention, Export, Caching, and Deletion
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Client may store or cache Data Access Data only to the extent and for the period necessary to operate the Authorized Implementation for the approved use case, permitted End Users, and approved destinations. Access to the Data Access Features is not a permanent data license and does not grant a continuing right to retain YGL Data, MLS Data, Sensitive Data Access Data, or data obtained solely through the Data Access Features after the authorized purpose ends.
Client may not make Data Access Data available for bulk download, systematic extraction, offline database creation, reuse outside the Authorized Implementation, or redistribution to third parties except through an Authorized Custom Feed, to the limited extent approved by YGL, or as required for a specific authorized rental transaction and permitted by law and third-party rights. This restriction does not prohibit ordinary search, display, printing, saving, or limited sharing of individual listings through the approved functionality of an Authorized Implementation.
Client must delete or destroy YGL Data, MLS Data, Sensitive Data Access Data, cached Data Access Data, and other data obtained solely through a Data Access Feature when no longer necessary for the approved purpose, when YGL instructs Client to delete it, when the affected access, credential, feed, Authorized Implementation, or destination terminates, or when this Agreement terminates. Unless YGL states a shorter period or law requires one, deletion must be completed within thirty (30) days. Termination of one component does not require deletion from an unaffected approved implementation unless the same copy is restricted or subject to a broader legal, source-specific, or YGL deletion requirement.
Nothing in this Section requires deletion of Client's own User Data or independently obtained information except to the extent a retained copy contains restricted data or is subject to an applicable source-specific or legal deletion obligation. If law requires retention, Client may retain only the minimum required data, for the required period, in a secure, non-public, access-restricted archive used solely for legal, regulatory, accounting, dispute-resolution, or compliance purposes and not for active business use.
Deletion from active systems may precede deletion from encrypted backups, disaster-recovery systems, logs, or ordinary archives if retained copies are safeguarded, not restored to active use except for legal, security, disaster-recovery, or compliance purposes, and deleted or overwritten through the ordinary retention cycle. Upon reasonable request, Client must certify compliance and provide reasonable verification information.
- 15. Security; Privacy; Security Incident Notice
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Client must maintain an information-security program appropriate to the nature, scope, volume, and sensitivity of Data Access Data and Client's use. Safeguards must include, as reasonably appropriate, encryption in transit, protection at rest, secure credential and feed-URL management, least-privilege controls, multi-factor authentication for administrative access where reasonably available, vulnerability management, secure coding, logging and monitoring, timely patching, malware protection, vendor oversight, incident-response procedures, and confidentiality obligations.
Client must comply with applicable privacy, data-security, consumer-protection, fair-housing, landlord-tenant, real estate licensing, and electronic-communications laws and may process personal information or Sensitive Data Access Data only with the required rights, permissions, consents, notices, legal bases, and safeguards.
To the extent YGL and Client have entered into a data-processing addendum, service-provider addendum, or other privacy-specific agreement applicable to particular Data Access Data, that agreement controls for the processing activities it expressly covers.
A "Security Incident" means actual or reasonably suspected unauthorized access to, acquisition of, disclosure of, loss of, misuse of, or material compromise of Data Access Credentials or Data Access Data, or an event involving an Authorized Implementation or Client System that materially compromises, or is reasonably likely to compromise, the confidentiality, integrity, or availability of the Data Access Features. Ordinary service unavailability or a minor operational error that does not create a material security or privacy risk is not by itself a Security Incident.
Client must notify YGL in writing promptly, and no later than seventy-two (72) hours after discovery of a Security Incident, by email to legal@yougotlistings.com with the subject line "Security Incident Notice" or through another security-incident channel designated by YGL. An active credential compromise or active unauthorized access must be reported as soon as practicable, and Client must immediately act to stop the access. Client must provide reasonably available information requested by YGL, cooperate with investigation and remediation, preserve evidence, rotate affected credentials, remediate vulnerabilities, prevent recurrence, and provide material updates.
Client may not make a public or third-party communication that identifies YGL, attributes fault to YGL, or describes non-public YGL systems or security practices in connection with a Security Incident without YGL's prior approval, except for truthful communications to regulators or law enforcement; legal counsel, insurers, auditors, or security consultants with a need to know; affected persons where legally required or reasonably necessary to mitigate harm; or another person where disclosure is legally required or protected by law. Nothing in this Section restricts a communication required or protected by applicable law or the exercise of a non-waivable legal right. Where legally permitted, Client must provide advance notice and a reasonable opportunity for YGL to review and comment, but YGL's approval is not required for a communication that Client is legally required or legally protected to make.
Client is responsible for reasonable costs, losses, claims, notices, remediation, investigation, regulatory response, third-party demands, damages, and expenses arising from a Security Incident to the extent caused by Client, persons or systems for which Client is responsible, or Client's breach of this Agreement.
- 16. Vendors, Contractors, and Service Providers
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Client is responsible for acts and omissions of persons and entities that access, process, store, transmit, display, publish, support, develop, host, secure, or otherwise handle a Data Access Feature, credential, Data Access Data, Authorized Implementation, Custom Feed, destination, or Client System on Client's behalf.
Client may permit a service provider to access credentials or Data Access Data only when the provider has a legitimate need to support the Authorized Implementation; is bound by written confidentiality, security, privacy, data-use, retention, deletion, destination, and misuse restrictions appropriate to the provider's services and the nature and sensitivity of the credentials or data handled; has no independent right to use the credentials or data; and applies appropriate safeguards. A provider that receives reusable Data Access Credentials or substantive Data Access Data must be subject to restrictions materially consistent with the applicable protections of this Agreement. Standard provider terms may satisfy this requirement when they provide protections appropriate to the services and data handled.
Routine use or replacement of infrastructure, hosting, backup, security, content-delivery, or support providers does not require separate approval unless Data Access Documentation, a source requirement, or a YGL instruction states otherwise. Client must identify material providers upon reasonable request. YGL may require Client to remove, restrict, replace, or obtain approval for a provider that YGL reasonably believes creates material legal, security, privacy, operational, compliance, source, MLS, destination, or platform-integrity risk.
- 17. Technical Controls; Changes; Suspension; Termination; Availability
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YGL may impose or modify limits on calls, endpoints, fields, feeds, volume, payload size, pagination, concurrency, frequency, refresh rates, historical access, caching, query or geographic scope, data-source access, destination access, or other technical or operational parameters. YGL may act without prior notice when reasonably necessary for security, legal or regulatory compliance, MLS or source requirements, platform integrity, or urgent operational needs; otherwise, YGL will use reasonable efforts to provide advance notice of a material change. Section 19 controls any change reasonably expected to materially increase Client's payment obligations. Client may not circumvent or interfere with a rate limit, access or compliance control, source or MLS restriction, field or destination restriction, endpoint restriction, or other limitation.
YGL may modify, restrict, suspend, disable, remove, rename, replace, deprecate, discontinue, or refuse to provide any endpoint, field, method, payload, source, feed, URL, webhook, credential, Authorized Implementation, destination, display method, export function, documentation, or Data Access component when YGL believes action is appropriate for legal or regulatory compliance, consumer protection, broker-fee or application-fee compliance, privacy, security, safety, platform integrity, MLS or source requirements, provider requirements, risk management, product changes, or operational needs. YGL may apply controls differently based on jurisdiction, account or user role, source, feature, use case, destination, End User type, complaint history, account activity, or risk.
YGL may require additional acceptances, acknowledgments, attestations, certifications, disclosures, notices, consents, documentation, technical or security changes, display or destination changes, deletion certifications, workflow steps, or feature-specific terms before allowing access or continued use.
The Admin User, acting for Client, may terminate this Agreement for future Data Access Feature use by providing notice through the Account or another method designated by YGL, discontinuing the affected use, and disabling or revoking Data Access Credentials and Custom Feeds within Client's control. Termination by Client does not release accrued obligations or provisions that survive. YGL may suspend, restrict, disable, revoke, or terminate a Data Access Feature, credential, Authorized Implementation, Custom Feed, destination, endpoint, field, data source, or this Agreement, with or without prior notice, if YGL believes the use may violate applicable requirements, create material risk, or threaten the integrity, availability, security, or reputation of the Services, YGL, users, sources, MLSs, partners, or third parties.
Upon suspension, expiration, revocation, or termination, Client must stop affected access and credential use, disable related functionality as required by YGL, stop displaying, distributing, publishing, refreshing, or newly processing affected Data Access Data except as YGL permits, and comply with Section 14. Termination does not relieve obligations concerning prior activity, fees, taxes, retention, deletion, Security Incidents, confidentiality, indemnification, or violations.
YGL does not guarantee that a Data Access Feature, credential, documentation, endpoint, source, feed, URL, webhook, field, approval, destination, response, or Data Access Data will be uninterrupted, error-free, secure, timely, complete, accurate, backward-compatible, continuously available, or available at a particular volume, speed, format, or functionality level. Unless YGL expressly agrees in a separate signed writing, no service-level, uptime, support-response, backward-compatibility, data-recovery, migration, continuity, format, field-availability, or restoration commitment applies.
YGL may provide technical assistance or implementation guidance in its discretion. Assistance does not make YGL responsible for Client's implementation, systems, compliance, security, data use, display, or decisions and does not create a continuing support, recovery, service-level, or restoration obligation. YGL has no obligation to reverse, restore, reconstruct, or correct an erroneous or unauthorized request, update, deletion, overwrite, synchronization, mapping, bulk action, or other change made by or for Client.
- 18. Monitoring, Audit, and Compliance Review
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YGL may monitor, log, analyze, review, audit, and investigate Data Access Feature use, credentials, Authorized Implementations, Custom Feed configurations and destinations, calls and responses, feed requests, usage patterns, security events, display methods, caching, retention, deletion, End User access, destination access, and other Data Access-related activity for security, operations, billing, product, compliance, enforcement, source-protection, MLS, legal, audit, and platform-integrity purposes.
Upon reasonable request, Client must provide information and documentation reasonably necessary to verify compliance, including screenshots, data-flow diagrams, security and access-control descriptions, material vendor and destination information, use-case descriptions, field mappings, display examples, retention descriptions, deletion certifications, relevant logs, and audit records.
YGL may inspect public-facing portions of an Authorized Implementation or destination. Access to non-public portions or test credentials must be reasonably necessary and, except in an emergency involving active misuse or security risk, requested with reasonable prior notice and limited to Data Access compliance. YGL will use reasonable safeguards, avoid requesting unrelated customer data, and accept a reasonable documentary, screen-share, or test-environment alternative that provides substantially equivalent verification without material disruption.
YGL is not obligated to audit or review. An audit, review, test, approval, failure to audit, failure to object, or continued access does not constitute legal or compliance advice, waiver, or acceptance of non-compliance. Failure to cooperate or a reasonable belief of violation or material risk may result in restriction or termination under Section 17.
- 19. Fees; Billing; Taxes
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Access to the Data Access Features may require access, subscription, usage, transaction, overage, integration, Custom Feed, support, setup, data-source, tax, or other charges. The Admin User, acting personally and for Client, authorizes YGL and its payment processor to charge the Account payment method only for fees, taxes, and charges disclosed to or otherwise validly agreed to by Client before they are incurred.
The billing, payment, tax, cancellation, non-payment, collection, and billing-correction provisions of the Terms of Service apply. A failure or delay in billing or billing-system error does not waive validly disclosed and incurred amounts but does not authorize an undisclosed retroactive fee.
YGL may change technical limits, included usage, usage tiers, overage measurement, or related operational parameters subject to Section 17. Any such change reasonably expected to materially increase Client's payment obligations will be treated as a fee increase under this Section. A new Data Access fee, fee increase, or materially different payment obligation becomes binding only when the Admin User affirmatively accepts it through a method designated by YGL. An invoice, documentation update, developer-portal notice, billing-page notice, email, or other communication may provide notice but does not independently constitute acceptance. Nothing in this paragraph authorizes an undisclosed retroactive fee.
- 20. Confidentiality; Intellectual Property; Branding
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Data Access Credentials; non-public Data Access Documentation, endpoint, schema, feed, rate-limit, technical, security, or business information; and non-public Data Access Data are confidential information of YGL or applicable rights holders. Client must protect confidential information using at least reasonable care and no less care than Client uses for its own similar information.
Confidential information does not include information Client can document was lawfully known without restriction before disclosure; becomes public without Client's breach; was independently developed without use of YGL confidential information; or was lawfully obtained from another unrestricted source. Client's own User Data does not become YGL confidential information solely because it passes through a Data Access Feature. If legally compelled to disclose confidential information, Client may disclose only the required portion and, where permitted, must provide prompt advance notice and reasonable cooperation so YGL may seek protection.
As between Client and YGL, YGL owns all rights, title, and interest in the API, Custom Feed functionality, Data Access Documentation, Data Access Credentials, Services, software, platform, tools, workflows, databases, data structures, interfaces, designs, templates, reports, analytics, algorithms, business processes, know-how, trademarks, logos, and other YGL intellectual property, excluding User Data, MLS Data, and third-party materials YGL does not own. Client may not copy, modify, derive, reverse engineer, sell, license, distribute, publish, display, or exploit that property except as expressly permitted.
Any separate license notice applicable to an SDK, sample code, open-source component, or third-party component governs that component. Except as stated in the applicable notice or expressly granted by YGL, no additional license or right is granted.
Client may not use YGL's name, marks, logos, branding, screenshots, or interface elements in a manner suggesting sponsorship, endorsement, affiliation, approval, partnership, brokerage, agency, referral, or cooperation without YGL's prior consent. This does not prohibit required attribution, truthful identification of an approved integration, or non-misleading nominative use permitted by law.
Client grants YGL a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable, and sublicensable license to use, modify, implement, commercialize, and otherwise exploit suggestions, ideas, feedback, bug reports, enhancement requests, and recommendations concerning the Data Access Features or Services without restriction or compensation.
- 21. Disclaimers; Limitation of Liability; Indemnification
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The disclaimers, warranty exclusions, damage exclusions, limitations of liability, indemnification obligations, and related protections in the Terms of Service apply to this Agreement and all Data Access-related activity. Except as expressly stated in this Agreement or the Terms of Service, YGL provides the Data Access Features, credentials, documentation, data, endpoints, fields, sources, feeds, URLs, webhooks, and related functionality "AS IS" and "AS AVAILABLE" and disclaims all express and implied warranties, including merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, availability, timeliness, security, compatibility, and uninterrupted operation.
To the maximum extent permitted by law, the total cumulative liability of YGL and YGL Related Parties for all Data Access-related claims shall not exceed the lesser of (i) the total cumulative liability cap under the Terms of Service and (ii) the greater of (a) Data Access-specific fees paid by Client during the twelve (12) months preceding the event giving rise to the claim, excluding fees for non-Data Access Services, or (b) five hundred dollars ($500). If no separate Data Access-specific fee is charged, clause (b) applies. Any Data Access-related liability counts toward and reduces the limitation under the Terms of Service.
Client agrees to indemnify, defend, and hold harmless YGL and YGL Related Parties from third-party claims, demands, actions, investigations, liabilities, damages, losses, fines, penalties, settlements, costs, and reasonable attorneys' fees arising out of or relating to:
- Client's breach of this Agreement, the Terms of Service, Data Access Documentation, applicable law, MLS or source requirements, provider requirements, third-party rights, or an agreement applicable to Client;
- Client's Authorized Implementation, Custom Feed, destination, downstream website or application, display, publication, communication, End User interaction, or other downstream Data Access Data use;
- an allegation that Client lacked necessary rights, permissions, licenses, authority, approvals, consents, notices, legal bases, or authorizations, or that Client's use violated intellectual-property, privacy, publicity, contractual, property, consumer-protection, data-security, fair-housing, landlord-tenant, real estate licensing, broker-fee, application-fee, advertising, telemarketing, email, SMS, or other rights or laws;
- a Security Incident, credential compromise, unauthorized access, data misuse, failure to safeguard or delete data, or failure to notify YGL, to the extent caused by Client or a person or system for which Client is responsible; or
- acts or omissions of Account Users, employees, contractors, developers, vendors, service providers, hosting or destination operators, agents, Client Systems, or other persons or systems for which Client is responsible, and acts of Consumer End Users only to the extent arising from Client's configuration, instructions, disclosures, permissions, security failures, or other breach or responsibility under this Agreement.
An Accepting Account User does not assume an Account-wide indemnification obligation. However, each Accepting Account User agrees to indemnify, defend, and hold harmless YGL and YGL Related Parties from third-party claims, demands, actions, investigations, liabilities, damages, losses, fines, penalties, settlements, costs, and reasonable attorneys' fees arising directly from that user's own breach, misuse, unauthorized disclosure, unlawful conduct, or conduct through that user's credentials. This limited obligation does not include a claim arising solely from another person's conduct or an Account-wide matter outside that user's conduct or control.
An indemnifying party is not required to indemnify YGL to the extent a final, non-appealable determination establishes that the applicable third-party claim was directly caused by YGL's gross negligence or willful misconduct, or by another responsibility that applicable law does not permit YGL to shift to that party.
YGL may, at the indemnifying party's expense, assume exclusive defense and control of an indemnified matter. The indemnifying party must cooperate and may not settle in a manner that imposes an obligation, admission, liability, payment, restriction, or other burden on YGL or a YGL Related Party without YGL's prior written consent. Consent will not be unreasonably withheld where the settlement fully releases YGL and imposes no obligation on YGL.
- 22. Dispute Resolution; Arbitration; Class Action Waiver; Injunctive Relief; Governing Law
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Unauthorized access to or misuse of a Data Access Feature, credential, documentation, Data Access Data, YGL Data, MLS Data, Sensitive Data Access Data, Listing Provider Information, Custom Feed, destination, YGL system, intellectual property, confidential information, or the Services may cause immediate and irreparable harm for which monetary damages are inadequate.
YGL may seek emergency, temporary, preliminary, or permanent injunctive or equitable relief in a court of competent jurisdiction, without first completing a pre-arbitration notice or cure period, to prevent, stop, investigate, remediate, or remedy actual or threatened unauthorized access, credential compromise, security violations, data theft, scraping, automated extraction, bulk download or export, unauthorized Custom Feed or downstream distribution, misuse of restricted data, confidentiality or privacy violations, intellectual-property misuse, interference with the Services, or other immediate or irreparable harm. Seeking such relief does not waive arbitration for remaining claims.
The arbitration, class action waiver, pre-dispute notice, coordinated filing, emergency and injunctive relief, small-claims, severability, governing-law, jurisdiction, and other dispute-resolution provisions in the Terms of Service apply to this Agreement and all disputes arising out of or relating to Data Access Features, credentials, documentation, data, Authorized Implementations, Custom Feeds, destinations, Client Systems, access, use, suspension, termination, misuse, security, display, publication, retention, deletion, End User activity, downstream activity, fees, or other Data Access-related activity. Each Accepting Account User and each person or entity included within Client agrees to and is bound by those provisions as though that person or entity were expressly identified as "you" and an "Account User" in them, including the mandatory arbitration agreement and class action waiver, to the maximum extent permitted by law. For clarity, restrictions on class, representative, coordinated, or consolidated proceedings do not prevent related claims against an accepting Admin User and a bound Account Holder or other bound person or entity concerning the same Account obligations from being heard together in a single proceeding when permitted by the applicable arbitration rules, the Terms of Service, and law.
This Agreement is governed by the law specified in the Terms of Service. A court proceeding permitted under the Terms of Service or this Agreement shall be brought in the courts specified there, except that YGL may seek injunctive or equitable relief in any court of competent jurisdiction where necessary to address immediate or irreparable harm.
- 23. Miscellaneous
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Entire Agreement. This Agreement, together with the Terms of Service, Data Access Documentation subject to Section 1, registrations, approvals, order forms, account settings affirmatively selected or approved by an authorized Account User, feature-specific terms, applicable privacy-specific agreements, and other YGL terms incorporated by reference or affirmatively accepted in connection with a Data Access Feature, constitutes the entire agreement between Client and YGL regarding the Data Access Features and supersedes prior or contemporaneous understandings, communications, proposals, representations, or agreements regarding that access or use. Invoices are evidence of previously disclosed and agreed charges but do not independently create new fees or material legal terms.
Notices. YGL may provide Data Access-related notices by email, in-platform or dashboard notice, developer portal, Data Access Documentation, API response, Custom Feed configuration, posting through the Services or YGL website, invoice, billing page, or another reasonable method. Notices are deemed given when sent, posted, or made available. Client must maintain accurate account, technical, security, billing, developer, destination, and vendor contact information. Legal notices to YGL must be sent to legal@yougotlistings.com and any additional method YGL designates.
Assignment. Client may not assign, transfer, delegate, sublicense, or provide this Agreement, Data Access Feature access, credentials, an Authorized Implementation approval, a Custom Feed, a destination approval, or rights or obligations under this Agreement without YGL's prior written consent. An attempted unauthorized transfer is void. YGL may assign or transfer this Agreement and delegate or subcontract performance without Client's consent, including in connection with a merger, acquisition, reorganization, asset sale, financing, change of control, or transfer of the Services or related operations.
No Waiver. YGL's failure or delay in exercising a right, remedy, power, or privilege is not a waiver. A waiver must be in writing and signed by YGL.
Severability. If a provision is invalid, unlawful, or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain effective, except as otherwise provided in the Terms of Service arbitration and class action waiver provisions.
No Third-Party Beneficiaries. Except as expressly stated in this Agreement or the Terms of Service, this Agreement creates no third-party beneficiary rights. YGL Related Parties may enforce protections expressly provided to them.
Relationship of the Parties. Client and YGL are independent contracting parties. Nothing in this Agreement creates a partnership, joint venture, employment, or franchise relationship, and Section 12 further governs the absence of brokerage, agency, representation, referral, compensation, fee-sharing, fiduciary, landlord-tenant, property-management, and other transaction or special relationships.
Headings. Section titles and headings are for convenience and do not affect interpretation.
Electronic Acceptance and Updates. Electronic acceptance through a YGL-designated acceptance process, including checking a box, selecting an acceptance button, or taking another action that the interface clearly identifies as agreement, has the same legal effect as a handwritten signature to the fullest extent permitted by law. At the point of acceptance, the interface must provide conspicuous, accessible links to this Agreement and the incorporated Terms of Service, clearly identify both as terms being accepted, and state at or immediately adjacent to the acceptance action that they contain a mandatory arbitration agreement and class action waiver.
An Admin User's acceptance is not complete unless the interface clearly states that the Admin User accepts personally and for the Account, with direct and primary responsibility for Client obligations, and the Admin User takes an affirmative action signifying agreement. A non-Admin Account User's acceptance is not complete unless the interface clearly states that acceptance binds that user only for the user's own access, handling, conduct, representations, and violations, including the limited individual indemnification obligation in Section 21, and does not authorize the user to bind Client, terminate this Agreement for the Account, approve Account-wide fees, or assume Account-wide obligations. The non-Admin user must take an affirmative action signifying agreement.
Each accepting person represents that the identity, Account, entity, title, capacity, and authority information provided through the acceptance process is accurate. YGL may retain electronic acceptance records, including the accepting person's name and email address; Account and entity information; title or capacity; the Agreement version and applicable Terms of Service version; the complete acceptance language displayed; date and time; user and Account identifiers; IP address or comparable technical record; and the acceptance action. YGL may also retain an archived copy or snapshot of this Agreement, the applicable Terms of Service, and the acceptance interface presented. Those records may be used as evidence of acceptance. YGL may require affirmative acceptance of a material update. Where permitted by law, continued use after conspicuous notice of a non-material update and a reasonable opportunity to discontinue use constitutes acceptance.
Survival. Provisions that by their nature should survive termination shall survive, including definitions; ownership and use restrictions; retention and deletion; security; confidentiality; intellectual property; fees; indemnification; disclaimers and liability limitations; injunctive relief; arbitration and class waiver; governing law and jurisdiction; notices; assignment; waiver; and enforcement.