Emerald Coast Association of REALTORS®
Supra Keyholder Agreement and Rules
The Emerald Coast Association of REALTORS® (the “Organization”) provides the Keybox System (the “System”) in accordance with the policies and procedures of the National Association of REALTORS® (“NAR”) as outlined in Statement 7.31 − Lock Box Security Requirements, current NAR Handbook on Multiple Listing Policy. The System is a service of the Association and not its Multiple Listing Service. Every REALTOR® and every non-principal broker, sales licensee and licensed or certified appraiser affiliated with a REALTOR®, shall be eligible to hold a key (“Keyholder”). Participation in the System is voluntary, and nothing shall prevent the owner’s right to refuse to have a lockbox on their property.
1. PRODUCTS AND SERVICES
a. eKEY. The eKEY Professional or Basic Software (collectively “eKEY” or “Key”) are networked, mobile applications using a mobile device with an operating system approved by Supra (“Device”). Supra does not provide any warranty of the Device and may in its sole discretion approve additional Devices for use with the Service. *See Fee Schedule below for pricing on the following.
i. eKEY Professional Software: Enables Keyholder to obtain a current update code; open iBoxes; download, view, sort, and query multiple listing service (“MLS”) data and agent roster data; upload, download, view, sort, and query property showing data; and perform other iBox functions.
ii. eKEY Basic Software: Enables Keyholder to obtain a current update code; open iBoxes; upload showing data; and perform other iBox functions.
b. iBox BT LE. The iBox BT LE (“iBox”) allows Keyholders to communicate with the iBox to access property listing keys and to perform other functions. iBoxes are available for purchase through the Organization. iBoxes are coded by Supra for the Organization and will not operate with keys other than those provided through a Cooperating organization.
c. Cooperative Agreements. The Organization has agreed with other area boards and associations (“Cooperative Associations”) to provide access to System iBoxes for those Keyholders of Cooperating Associations.
d. Network; KIM Database. Supra’s computer network accessible to Keyholder through third-party telecommunication and internet services (the “Network”) and is necessary for the use and operation of the eKEY and for access to Supra’s Keyholder/iBox Information Manager database (“KIM Database”).
2. LICENSE
a. Supra grants Keyholder a limited non-exclusive, non-transferable, revocable license to use the Software for the Term as defined in Section 4.
b. Supra grants Keyholder a limited non-exclusive, non-transferable, revocable license for the Term to use the Network and KIM Database.
3. USE OF SERVICE AND TITLE
The service (“Service”) is comprised of the software incorporated in the eKEY, iBoxes, Network, eSYNC Software (collectively, “Software”); the Network; and the KIM Database. The Service is more fully described in the applicable user manual which is available electronically and incorporated herein by reference. The Service, including all Equipment (except iBoxes, as applicable), replacements, or Software (including any upgrades or revisions), is and shall at all times remain the property of Supra. All applicable rights in patents, copyrights, trade secrets, and trademarks, are and at all times shall remain the property of Supra. Keyholder agrees: (i) to comply with the Service rules and regulations set forth in the user manual; (ii) that it is necessary to maintain the security of the Key and the personal identification number (“PIN”) in order to prevent the use of the Key by unauthorized persons; (iii) not to share the Key; and (iv) that the Service, including any Supra product used in connection with the Service, is not a security system. The Service is a marketing convenience key control system; therefore, any loss of the Key, sharing of the Key, or disclosure of the PIN may compromise the integrity of the Service.
4. TERM
This Agreement starts on the date set forth above and terminates on August 17, 2028 (the “Term”), unless terminated sooner or extended further in accordance with the terms of the Master Agreement. KEYHOLDER IS ENTITLED TO TERMINATE THIS AGREEMENT OR TO CHANGE SERVICE AS PROVIDED HEREIN.
5. FEES
a. Keyholder shall pay Supra the applicable fee (the “Fee”) for the right to use the Service during the Term plus all applicable tax, tax reimbursement, and any annual adjustment. *See Fee Schedule below.
b. Keyholder shall be required to pay any applicable Fees when entering into this Agreement. Thereafter, Keyholder shall make all payments during the Term of this Agreement at the available billing frequency chosen by Keyholder. Payments shall be made through automatic charges or debits to Keyholder’s designated account. Supra may elect to receive the ongoing payments up to ten (10) days after the due date.
c. If Keyholder subscribes to a multiple listing service (“MLS”) and the MLS discontinues providing MLS data for any reason, the Fee paid by Keyholder for use of the eKEY Professional Software shall not be reduced.
d. During the Term, Keyholder shall not close, terminate, cancel, overdraw, overcharge, change, or otherwise impair Supra’s rights to automatic charges or debits to the Account. Supra reserves the right to add to or modify the available System Fee payment options during the Term. Keyholder shall be required to notify Supra in writing and deliver a new Account authorization to Supra forty-five (45) days before closing, terminating, cancelling or changing the Account. Such changes may be submitted to: https://supraweb.suprakim.com/kimweb/login.mvc.
e. Keyholder agrees to pay to Supra a late fee of $25.00 for any ongoing Fee that is not received by Supra within five (5) days after the date such payment is due. Keyholder also agrees to pay to Supra a fee of $25.00 for any Keyholder payment that is returned unpaid or for insufficient funds or credit.
f. EXCEPT AS OTHERWISE PROVIDED HEREIN, KEYHOLDER’S OBLIGATION TO MAKE PAYMENTS TO SUPRA SHALL BE ABSOLUTE, UNCONDITIONAL, NONCANCELABLE AND INDEPENDENT, AND SHALL NOT BE SUBJECT TO ANY SETOFF, CLAIM OR DEFENSE FOR ANY REASON, INCLUDING ANY CLAIMS KEYHOLDER MAY HAVE RELATING TO PERFORMANCE OF THE SERVICE OR FOR ANY LOSS OR DAMAGE.
6. CHANGES IN SERVICE
Organization and Supra have entered into a Master Agreement, which provides the terms under which Supra will provide the Service to Organization and Keyholder. Keyholder agrees that if the Master Agreement is terminated for any reason during the Term of this Agreement, the Service may no longer be available to Keyholder, in which case this Agreement shall terminate in accordance with Section 13. Keyholder further agrees that if the Master Agreement is amended by Organization and Supra for any reason during the Term, the Services offered may be modified, in which case the terms of this Agreement may be amended (including without limitation, an increase or other change in the Fees due under this Agreement) upon written notice to Keyholder by Supra. Except as the rights and obligations of Keyholder and Supra under this Agreement may be affected as described in the two (2) preceding sentences, the rights and obligations between Keyholder and Supra with respect to the Service are governed solely by the terms and conditions of this Agreement.
7. WARRANTY
All items manufactured by Supra and used in connection with the Service are warranted against defects in workmanship and/or materials, to be fit for their intended purpose, and to conform in all material respects to its written specifications for the Term of the Agreement. Supra shall, without charge, repair or replace such defective or nonconforming items for the Term of the Agreement. Keyholder must return any nonconforming items under warranty to the Organization at Supra’s request at her or his sole cost and expense. This warranty does not extend to any loss, damage, or destruction caused by accident, abuse, neglect or misuse.
8. RISK OF LOSS; DELETION OF SOFTWARE
a. No loss, damage or destruction to any Software or to any other item included with the Service which has been provided to Keyholder, including any iBoxes, shall relieve Keyholder of any obligation under this Agreement.
b. At the expiration of the Term or earlier termination of this Agreement, Keyholder shall delete all Software provided by Supra from all of the Keyholder’s Devices used with the Service.
9. REPRESENTATIONS AND COVENANTS Keyholder covenants and agrees:
a. If Keyholder misuses the Service or any component thereof, including without limitation, use of the Service in violation of the User Manual, and a third party brings an action against Supra relating to such misuse, Keyholder agrees to indemnify, defend and hold harmless Supra, and its directors, officers, agents, representatives, employees, successors and assigns, from and against any and all claims, demands, actions, losses, damages, injuries, obligations, liabilities and costs and expenses of every kind or nature (including reasonable attorneys’ fees, whether incurred at the trial or appellate level, in an arbitration proceeding, in bankruptcy, including without limitation, any adversary proceeding, contested matter or motion or otherwise) incurred by Supra in such proceeding.
b. Supra shall not be liable for any compensatory, indirect, incidental, consequential, punitive, reliance or special damages, including without limitation, damages for lost profits, advantage, savings or revenues of any kind or increased cost of operations, arising out of the use or inability to use the Service for any purpose whatsoever whether or not Keyholder has been advised of the possibility of such damages.
c. Keyholder will not;
i Use or gain access to the source code for the Software.
ii Alter, reproduce, modify, adapt, translate, reverse engineer, de-compile, disassemble or prepare derivative works based upon the Software.
iii Provide or otherwise make available the Software or any part or copies thereof to any third party.
d. To provide Supra with written notice of any legal proceeding or arbitration in which Keyholder is named as a defendant and that alleges defects in the Equipment and/or Software and/or Service within ten (10) days after Keyholder receives written notice of such action.
The obligations set forth in this Section shall survive termination of this Agreement.
10. PERSONAL INFORMATION AND PRIVACY
For the purposes of this Agreement, “Personal Information” is information through which a natural person is identifiable or may be identified. In the execution and the administration of the Agreement, Personal Information of or provided by Keyholder may be processed, including for invoicing and contract management purposes. In addition, the Services and Software provided under this Agreement require the collection of Personal Information from Keyholder to function as intended. If Keyholder provides Supra with any Personal Information, it will ensure that it has the legal right to do so, including obtaining consent and providing notice to the individuals whose Personal Information it has provided, if needed. Supra, its affiliates, licensors and/or suppliers will retain, use, process and transfer Personal Information that it receives or collects in connection with the Agreement in accordance with applicable data privacy laws and the Privacy Notice available at General Privacy Notice (carrier.com). Notice is incorporated herein by reference. Supra will retain Personal Information for the term of this Agreement and thereafter as may be required to protect Supra’s, its affiliates’, licensors’ and/or suppliers’ legal rights or as may be required or permitted by law and/or audit requirements. Keyholder acknowledges that the Organization may require Supra to share certain Personal Information of or provided by Keyholder with entities that the Organization has contracted with to provide services to its members, including, but not limited to appointment scheduling applications. Keyholder agrees that Supra is able to provide that Personal Information to such third parties at the direction of the Organization.
11. DEFAULT
a. Each of the following events shall be an Event of Default by Keyholder under this Agreement:
i. Keyholder’s failure to pay, for any reason, any amount required under this Agreement within five (5) days after the date that such payment is due, including without limitation, if this Agreement is for eKEY Professional Software or eKEY Basic Software and there is insufficient available credit or funds in the Credit/Debit Account.
ii. Keyholder’s breach of any other obligation under this Agreement, which is not cured within ten (10) days after written notice by Supra.
iii. The closure, termination, or cancellation by Keyholder of the Credit/Debit Account without (1) prior written notification to Supra and (2) delivery of a newly executed authorization form to Supra as required under this Agreement.
iv. The commencement of either a voluntary or involuntary action under any bankruptcy, insolvency or other similar law of the United States of America or any state thereof or of any other country or jurisdiction with respect to Keyholder.
v. If Keyholder allows any other person to use the eKEY assigned to Keyholder or discloses the personal identification number to any other person or attaches or writes the personal identification number on the Key or iBoxes.
b. An Event of Default by Supra under this Agreement will occur upon the termination for any reason of the Master Agreement.
12. RIGHTS AND REMEDIES
a. Upon the occurrence of an Event of Default by Keyholder, Supra may, at its sole option and without limitation or election as to other remedies available under this Agreement or at law or in equity, exercise one or more of the following remedies:
i. Deactivate Keyholder’s access to the Service or any component of the Service; and/or
ii. Terminate this Agreement and the licenses and leases granted hereunder; and/or
iii. Require the return of anything included with the Service; and/or
iv. Require the deletion of all Software from all of Keyholder’s personal Devices; and/or
v. Charge against the Credit/Debit Account for any outstanding amounts owed under this Agreement; and/or
vi. Take any and all actions necessary to collect all amounts currently due and owing under this Agreement, including any and all costs and expenses of every kind or nature (including reasonable attorneys’ fees, whether incurred at the trial or appellate level, in an arbitration proceeding, or in bankruptcy, including any adversary proceeding, contested matter or motion, or otherwise) incurred by Supra in connection with the exercise of its rights and remedies under this Agreement.
b. Upon the occurrence of an Event of Default by Supra, all of Keyholder’s obligations under this Agreement shall terminate, except Keyholder shall be required to delete all Software from all of Keyholder’s personal Devices; and to pay Supra any outstanding amounts owed under this Agreement.
c. If Supra deactivates the Service because of a default by Keyholder under this Agreement, but does not otherwise terminate this Agreement, Keyholder will be entitled to seek to have the Service reactivated. In order to do so, Keyholder shall be required to cure any and all existing defaults, and to pay any and all outstanding amounts owed under this Agreement and the reasonable costs and attorneys’ fees incurred by Supra in connection with collecting under this Agreement. After confirmation of the curing of such defaults and the receipt of payment of such amounts, Supra shall reactivate the Service within twenty-four (24) hours.
d. In the event that Supra institutes any action for the collection of amounts due and payable hereunder, Keyholder shall pay, in addition to the amounts due and payable under this Agreement, all reasonable costs and attorneys fees incurred by Supra in connection with collecting under this Agreement. Keyholder expressly waives all rights to possession or use of the Service after the occurrence of an Event of Default, and waives all claims or losses caused by or related to any repossession or termination of use.
e. Supra’s failure or delay in exercising any right or remedy under this Agreement shall not operate as a waiver thereof or of any subsequent breach or of such right or remedy. Supra’s rights and remedies are cumulative, not exclusive, and no exercise of any remedy shall preclude the exercise of another remedy.
13. TERMINATION
a. Keyholder may terminate this Agreement at any time by:
i. Deleting all Software from all of Keyholder’s Devices used with the Service.
ii. Paying Supra any amounts owing prior to such termination, including any System Fees owing prior to such termination which remain unpaid.
iii. Requesting that Organization unassign the Key serial number from Keyholder’s record. Upon termination, any Fees which would have become owing after the date of termination of this Agreement are released and discharged by Supra.
b. Supra may terminate this Agreement upon termination of the Master Agreement for any reason, including without limitation, a default by Organization under the Services Agreement. Upon termination, Keyholder shall be obligated to satisfy the obligations set forth above.
c. Any unused portion of any System Fee for use of the Service previously paid shall be forfeited by Keyholder and Keyholder shall not be entitled to a refund.
d. The Organization reserves the right to suspend or terminate access to the System for the following reasons:
i. Failure to maintain keyholder eligibility.
ii. Non-payment of any fees owed to the Organization.
iii. Misuse or abuse of the System.
iv. As requested by Supra as provided for in its agreements with the Organization and the Keyholder
v. For reasons stated in other agreements between the Organization and Keyholder
vi. When the Organization has reasonable suspicion the System security or integrity has been compromised.
Note: Suspension or termination of access to the System does not relieve Keyholder from any obligation under the Keyholder Agreement until any outstanding balance has been cleared by the Keyholder.
14. ARBITRATION; LITIGATION
Any controversy or claim arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association or such other rules as may be agreed to by the parties. The arbitration shall be conducted in a location mutually agreed to by the parties. If the parties, following good-faith diligent efforts, fail to agree on the location of the arbitration within thirty (30) days after either party requests arbitration, the arbitration shall be conducted in the state in which Organization is located; provided that either party shall be entitled to participate in such arbitration by video conference or teleconference. The substantially prevailing party in any arbitration under this Agreement shall be entitled to recover from the other as part of the arbitration award reasonable costs and attorney’s fees. Any arbitration award may be enforced by a court of competent jurisdiction in accordance with applicable law. In the event that legal action to enforce the arbitration award is necessary, the substantially prevailing party shall be entitled to recover its reasonable costs and attorney’s fees in such action and in any appeals.
15. NOTICES
All notices shall be sent electronically, by hand-delivery, certified mail (return receipt requested), or overnight delivery service, to the email or physical address on record or to such other address as a party shall subsequently specify to the other party in writing. Notices shall be deemed to have been delivered when received if hand-delivered, electronically delivered or sent by certified mail. or one (1) day after the day deposited with an overnight delivery service.
16. GENERAL PROVISIONS
a. This Agreement constitutes the entire agreement between Supra and Keyholder relating to the use of the Service.
b. Provided that Keyholder has returned to Supra anything previously leased by Supra to Keyholder, all prior leases between Supra and Keyholder are hereby terminated effective as of the execution of this Agreement.
c. Acceptance of this Agreement by electronic or other means shall be deemed to have the same legal and binding effect as execution of an original signed hard copy of said Agreement.
d. Except as provided in this Agreement, the Agreement may only be amended or modified through a written agreement.
e. Supra may at any time assign or transfer its interests in this Agreement to any party; provided, however, that any such assignment by Supra shall not act to eliminate any right or remedy that Keyholder may have against Supra or its successors or assigns during the Term of this Agreement. Keyholder may not at any time assign or transfer its interests in this Agreement to any other party.
f. Any waiver or consent by any party to any breach by the other, whether express or implied, shall not constitute a consent to or waiver of any other or subsequent breach.
g. All agreements, representations and warranties contained in this Agreement shall survive the expiration or other termination of this Agreement.
h. If any provision of this Agreement is unenforceable, such unenforceability shall not affect the enforceability of the remaining provisions of this Agreement.
This Agreement shall be governed by the laws of the State in which Organization is located