Listing Syndication Terms & Conditions

LISTING SYNDICATION TERMS AND CONDITIONS

Last updated April 25, 2023

THESE LISTING SYNDICATION TERMS AND CONDITIONS (“Syndication Terms”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“User”, “you”) and Far Homes Inc., a corporation formed under the laws of Delaware in the United States of America, with an address at 300 Lenora Street PMB 820, Seattle, WA 98119 (“Far Homes”, “we”, “our”, “us”) regarding the syndication of real estate listings transmitted by User to Far Homes (“Submitted Listings”). User and Far Homes are hereinafter referred to collectively as the “Parties” and individually as the “Party.”

By transmitting a real estate listing—or any information, photographs, videos, or other media that is included in, related to, or referenced by a real estate listing (the “Data”)—to Far Homes, whether by filling out a form hosted on farhomes.com (the “Site”) or via some other means such as, but not limited to, emailing or sharing with Far Homes a regularly-updated spreadsheet, providing access to Dropbox or Google Drive folders with listing information and media, providing access to online listing management or content management software & system, an IDX feed, an API, etc., you agree that you have read, understood, and agreed to be bound by these Syndication Terms. IF YOU DO NOT AGREE TO DO SO WITH ALL OF THESE SYNDICATION TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM TRANSMITTING REAL ESTATE LISTINGS OR DATA TO FAR HOMES VIA ANY MEANS, INCLUDING THOSE ENUMERATED ABOVE.

By transmitting to Far Homes a real estate listing and/or Data which is owned by or under control of an entity such as a corporation, a limited liability company, sole proprietorship, association, or any other commercial or non-commercial organization (i.e. content which is not owned solely by you as an individual) you agree that you have read, understood, and agree to be bound by these Syndication Terms on said entity’s behalf, and you represent and warrant that you have the requisite entity and legal authority do so. This includes (but is not limited to) any commercial or non-commercial organization you have indicated your affiliation with in the “Brokerage” field of your account information, if applicable.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. Far Homes reserves the right, in our sole discretion, to make changes or modifications to these Syndication Terms at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Syndication Terms, and you waive any right to receive specific notice of each such change. Please ensure that you check the applicable

Syndication Terms every time you use our Site so that you understand which Terms apply. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Syndication Terms by your continued transmission of real estate listings and/or their related Data to Far Homes after the date such revised Terms of Use are posted.

1. Data License. User hereby grants Far Homes a non-exclusive, perpetual, royalty-free, worldwide, fully paid, and irrevocable license (with the full right to sublicense through multiple tiers) to real estate listings and their related Data transmitted to Far Homes, including the rights to access, use, load, store, transmit, copy, retain, distribute, import, enhance, create derivative works of, modify, make, have made, offer for sale, sell, display, and promote such Data. For clarity, this includes rights to display and promote Data on 1) farhomes.com and any website or media channel owned by Far Homes Inc., including but not limited to expatsinmexico.com, 2) any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto and 3) marketing channels not owned by Far Homes, including but not limited to social media posts, advertisements, printed materials, and promotional emails. User represents and warrants to Far Homes that it has the right and authority to grant Far Homes the foregoing license and rights, including, without limitation, any required permits, consents, or licenses to do so.
2. Data Updates and Access. User agrees to use their best efforts to promptly provide Far Homes accurate and updated Data for all Submitted Listings and in all cases no later than five (5) calendar days after any change to the Submitted Listing has taken place. Examples of updates to Data may include updates to existing listings’ statuses, price changes, or new photos.
   User will give Far Homes at least fourteen (14) days written notice of any technical changes that would affect Far Homes’ ability to access Data or any changes to the structure/format of the Data (such as adding or removing fields).
3. No Obligation for Use or Promotion. Far Homes is not obligated to make use of any or all Data for which User has granted a license and to which it has provided access. Decisions for which, if any, Submitted Listings Far Homes may promote, distribute, or otherwise make use of are solely at Far Homes’ discretion. There is no guarantee that Far Homes will display or promote any Submitted Listings.
4. No Obligation to Refer. These Syndication terms do not create an obligation for Far Homes to connect, introduce, or otherwise refer to User any individual or entity, including but not limited to prospective customers, home buyers, home sellers, or others who make use of the products and services offered by Far Homes. Decisions for if or how many introductions Far Homes may make to User are solely at Far Homes’ discretion.
5. Ownership. User shall retain ownership of Data and all parts thereof. As between the Parties, any of User’s databases, Data and all parts thereof, is, and shall at all times remain, the sole and exclusive property of User or its data suppliers. In addition, nothing in these Syndication Terms shall constitute a transfer of any ownership to any data, technologies, or other intellectual property of User or User’s data suppliers that may be provided or disclosed by User directly or indirectly to Far Homes. However, any intellectual property and/or data Far Homes creates or derives using the Data shall be the sole property of Far Homes. For example: an analysis of property prices and any statistics therein which use User’s Data as the raw data source for the analysis would be property of Far Homes and not User.These Syndication Terms shall not be deemed to constitute a transfer by Far Homes of its ownership of any intellectual property owned by Far Homes, including, without limitation, the computer program code (including source code and object code) used by, developed by, and/or belonging to Far Homes to package and transport the Data, as well as related concepts, algorithms, data files, know-how, specifications, works of authorship, documentation and reference materials to a destination site (collectively, “Far Homes IP”). Far Homes IP, including all updates, upgrades, enhancements, revised versions, modifications, and customizations is and shall at all times remain the sole and exclusive property of Far Homes.
6. Prohibited Uses. You will not, and will not authorize any party to: (a) provide fraudulent or otherwise misleading listings; (b) submit anything illegal or engage in any illegal or fraudulent business practice; or (c) commit any of the activities identified as prohibited in the section titled “Prohibited Activities” of the Far Homes Terms of Use.
7. Marketing and Trademarks. Subject to the terms and conditions of these Syndication Terms, User hereby authorizes Far Homes to use User’s trademarks, trade names, markings, logos, or other identifying intellectual property (“Trademarks”) to the extent reasonably necessary to perform its obligations under these Syndication Terms. Title to and ownership of the Trademarks shall remain with User
8. Survivability. The rights User grants to Far Homes in the section titled “Data License” shall survive indefinitely for all Submitted Listings’ Data.
9. Indemnification. User will indemnify, defend and hold harmless Far Homes, its affiliates, and its and their respective directors, officers, employees, agents, contractors, subcontractors, representatives, successors and assigns from and against any and all claims, actions, causes of action, litigation, demands, proceedings, subpoenas, damages, fines, penalties, deficiencies, losses, liabilities, costs, settlements, judgements and expenses (including interest, court costs, reasonable fees and expenses of attorneys, accountants and other experts and professionals or other reasonable fees and expenses of litigation or other proceedings or of any claim, default or assessment) based on, arising out of or related to: (i) User’s actual or alleged breach of these Syndication Terms; (ii) damages based on Far Home’s use of the Data in a manner permitted under these Syndication Terms; or (iii) User’s actual or alleged negligence, fraud or violation of any applicable law, rule, or regulation. No settlement of a claim that involves a remedy other than the payment of money by User will be entered into without the consent of Far Homes. If User fails to timely assume, or ceases to diligently pursue, such defense, Far Homes may defend or settle the claim in such manner as it may deem appropriate at the cost of User.
10. Miscellaneous. User hereby represents and warrants to Far Homes that User has full power and all requisite legal and entity authority to agree to these Syndication Terms. User also represents and warrants to Far Homes that User’s execution, delivery, and performance of these Syndication Terms shall not constitute (i) a violation of any judgment, order, or decree; (ii) a material default under any material contract by which such Party or any of its material assets are bound; or (ii) an event that would, with notice or lapse of time, or both, constitute such a default.

Each Party will comply with all laws, rules and regulations applicable to it in connection with the performance of its obligations under these Syndication Terms. In performing its obligations under these Syndication Terms, each Party shall: (i) conduct itself in a manner that does not reflect unfavorably on the other, its products or services, and in a manner that protects and promotes the good name, goodwill, and reputation of the other Party and of its products and services; and (ii) avoid deceptive, misleading, or unethical practices that are or might reasonably be expected to be detrimental to the other Party, including but not limited to disparagement of the other Party or its products or services.

User may not assign or otherwise transfer their rights or delegate their obligations under these Syndication Terms, in whole or in part, without the prior consent of Far Homes. Any assignment, delegation or other transfer of rights by User shall not operate to relieve User of their responsibilities under these Syndication Terms. User will require its assignees, transferees, or delegates to agree to these Syndication Terms. Far Homes may freely assign these Syndication Terms or any of its rights or obligations hereunder.

These Syndication Terms and any claim or dispute of whatever nature arising out of or relating to these Syndication Terms will be governed by and construed in accordance with the laws of the State of Delaware and applicable federal U.S laws, without giving effect to any choice of law principles that would require the application of the laws of a different state or nation. Each party agrees to submit to the personal and exclusive jurisdiction of the courts located in King County, Washington (USA).

These Syndication Terms supersede any other prior or collateral agreements, whether oral or written, with respect to the subject matter hereof.

The failure to require performance of any provision will not affect Far Homes’ right to require performance at any time thereafter; nor will waiver of a breach of any provision constitute a waiver of the provision itself. If any provision is adjudged by a court of competent jurisdiction to be unenforceable, invalid or otherwise contrary to law, such provision will be interpreted so as to best accomplish its intended objectives and the remaining provisions will remain in full force and effect. User represents they have the full power and authority to agree to these Syndication Terms for each Submitted Listing transmitted by User to Far Homes. Far Homes shall not be liable to User for any indirect, special or consequential damages.

Nothing herein will be deemed to create any agency, partnership, or joint venture relationship between the Parties. Neither Party will be deemed to be an employee or legal representative of the other nor will either Party have any right or authority to create any obligation on behalf of the other Party. Neither Party will be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, pandemics, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances. These Syndication Terms are not intended to benefit, nor will they be deemed to give rise to, any rights in any third party. The Syndication Terms (a) will be binding on and inure to the benefit of each of the Parties and their respective successors and assigns; and (b) may be executed in counterparts, including facsimile or digital counterparts, each of which will be deemed an original and all of which when taken together will constitute one and the same instrument.

EXCEPT FOR USER’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY DAMAGES RESULTING FROM THE OTHER’S PERFORMANCE OR OPERATIONS INCLUDING ANY THIRD PARTY SERVICE PROVIDER AS IT RELATES TO THE USE OF DATA, OR ANY LOST PROFITS OR ANY OTHER CONSEQUENTIAL, EXEMPLARY OR SPECIAL DAMAGES RELATING IN WHOLE OR PART TO THE PARTIES’ RIGHTS UNDER THESE SYNDICATION TERMS.