CVR MLS hereby grants to each

a) Participant and Subscriber a limited, non-exclusive, and personal license to use the Listings maintained in the MLS Database only for purposes expressly allowed under the applicable Participant’s or Subscriber’s certification or licensure, these Rules and Regulations, and any applicable license agreement,

b) Administrative User a limited, non-exclusive, and personal license to use the Listings maintained in the MLS Database only for purposes expressly allowed under the Participant’s or Subscriber’s certification or licensure for whom the Administrative User is using the Listings, these Rules and Regulations, and any applicable license agreement, an

c) Assessor User a limited, non-exclusive, and personal license to use the Listings maintained in the MLS Database only for purpose of appraising real property.

Except as expressly authorized in these Rules and Regulations, each User agrees not to rent, lease, sublicense, distribute, transfer, copy, reproduce, display, modify, store, time-share, or otherwise use the MLS Database or the information maintained in the MLS Database. Each User further agrees to take all reasonable steps to protect the MLS Database and the Listings from unauthorized access, copying, or use. Participant and Subscriber may, at their sole option, irrevocably grant, transfer and convey to CVR MLS all right, title and interest in and to all Listing Content under applicable copyright and other laws, on a worldwide basis and in perpetuity.  If Participant and/or Subscriber does so irrevocably grant, transfer and convey such right, title and interest in and to all Listing Content to CVR MLS, then Participant and Subscriber represents and warrants to CVR MLS with respect to such Listings that the Listing Content, and the assignment of rights in and to the Listing Content to CVR MLS, do not infringe or violate any copyrights, trade secrets, or other intellectual or proprietary rights of any third party. Each Participant and Subscriber agrees not to challenge CVR MLS’s rights in and to the MLS Database or to take any action inconsistent with the assignment of the Participant’s Listing Content to CVR MLS. Each Participant and/or Subscriber agrees to take all action and execute and deliver to CVR MLS all documents requested by CVR MLS in connection with any assignment granted to CVR MLS in and to the Participant’s Listing Content, including without limitation, any copyright application and registration of the MLS Database. If assigned to CVR MLS, then each Participant and Subscriber shall indemnify CVR MLS against all damages, costs, and liabilities, including reasonable attorney fees, arising from any claim that the Participant’s or Subscriber’s Listing Content or any portion of the Participant’s or Subscriber’s Listing Content infringes the rights of any third party. PARTICIPANT AND SUBSCRIBER ACKNOWLEDGE THAT THE FOREGOING SENTENCE MEANS THAT PARTICIPANT AND/OR SUBSCRIBER MUST OBTAIN ASSIGNMENTS FROM THE AUTHORS OF ANY PORTIONS OF THE LISTING, INCLUDING AGENTS, PHOTOGRAPHERS AND SELLERS, AS NECESSARY FOR PARTICIPANT OR SUBSCRIBER TO ASSIGN THE COPYRIGHT IN THE LISTING CONTENT TO CVR MLS AND TO OTHERWISE MAKE FULL USE OF THE LISTING UNDER THESE RULES AND REGULATIONS. IF PARTICIPANT OR SUBSCRIBER FAIL TO DO SO, PARTICIPANT AND/OR SUBSCRIBER WILL ASSUME AND REIMBURSE CVR MLS FOR THE COST OF DEFENDING CVR MLS AGAINST INFRINGEMENT CLAIMS AND PAYING DAMAGES ON ANY SUCH CLAIMS. Without limiting the generality of this Section, but subject to the rights of Participants in CVR MLS to opt out of inclusion with respect to Listings submitted by such Participant as set forth in these Rules and Regulations, Participant acknowledges and agrees that CVR MLS may use and license, or otherwise grant rights in or to the MLS Database or any or all of the Listings included in the MLS Database, including any and all Participant’s Listings, to any third party for any lawful purpose reasonably deemed appropriate by CVR MLS, unless otherwise limited by a separate agreement between CVR MLS and the Participant or by these Rules and Regulations. Enforcement.   Participant, Subscriber, and/or Administrative User acknowledge that CVR MLS has the right to protect its intellectual property in and to the compiled Listing Content, including without limitation the following: Add watermarks or other means of identification to any and all Listings, regardless of whether such means of identification is visible, and take any and all other action deemed appropriate by CVR MLS to identify the source of any misuse, infringement, or misappropriation of any Broker Participant’s Listings. Send demand letters, exercise rights under any applicable license agreements, and take any and all other action deemed appropriate by CVR MLS to prevent the misuse, infringement, or misappropriation of any Broker Participant’s Listings. Enforce and compromise any and all intellectual property rights in the Participant’s Listings, and take all action deemed necessary and appropriate by CVR MLS in connection with the enforcement of all such rights, including, without limitation, the filing and prosecution of litigation or binding arbitration with respect to any potential claim of infringement, misappropriation, or other similar claim, the naming of any parties deemed appropriate by CVR MLS, and the collection of any damages. Execute all documents, whether in the name of Participant, Subscriber and/or CVR MLS, deemed appropriate by CVR MLS to affect any of the foregoing. Notwithstanding the foregoing, nothing in these rules and regulations requires CVR MLS to take any proceeding or other action against any person, firm, partnership or other entity that Participant claims may be infringing any Listing Content. Rev 3/16