These Terms of Service for Use of GCAAR Forms Libraries (“Terms”) is a binding legal agreement between you (“you”, or “your”) and Greater Capital Area Association of REALTORS® (“GCAAR”, “us”, “our”) for the right to access and use forms (“Form” or “Forms”) developed and maintained by GCAAR for use by its members and other approved parties. Forms may be accessed by GCAAR members in good standing through the GCAAR website at [insert link]. All other access to the Forms is pursuant to a license agreement between GCAAR or its authorized designee and the user (each, a “License Agreement”). You may access and use the Forms only in accordance with these Terms and the terms of your License Agreement (if applicable).

GCAAR may update these Terms at any time. Your continued use of the Forms constitutes your agreement to the new Terms. It is your responsibility to ensure that you are operating under the current form of these Terms.

In consideration of the mutual covenants and promises recited below, the parties, intending to be legally bound, agree as follows:

1. Permitted Users.

Forms are  provided to as a service and may be used only by GCAAR Primary and Secondary Members (as defined in the GCAAR Bylaws),  Affiliate Attorney Members (as defined in the GCAAR Bylaws), REALTORs® under a reciprocal agreement between GCAAR and another REALTOR® agency that permits limited access to certain Forms libraries (provided that the REALTOR® is in good standing under its association bylaws and rules) (“Reciprocal Users”) (GCAAR Members, Affiliate Attorney Members and Reciprocal Users are sometimes collectively referred to herein as “Members”), and by REALTORs®, in good standing with the National Association of REALTORs® who are provided access pursuant to a License Agreement (“Non-Member Users”) (Members and Non-Member Users are sometimes referred to collectively, “User” or “Users”). Reciprocal Users and Non-Member Users may not have unlimited access to all Forms libraries.

Member Access:

REALTOR® Members and Affiliate Attorney Members may license the Forms by submitting a written request to GCAAR. Once approved by GCAAR, the Member or Reciprocal User may access and use the Forms strictly upon the conditions stated in these Terms and only while in good standing with GCAAR (or the Reciprocal User’s association, if applicable). For clarity, Reciprocal Users have Member-level access to those Form libraries agreed to pursuant to their association’s reciprocal agreements with GCAAR. Reciprocal Users may license the Forms through the Reciprocity Agreement between GCAAR and the Reciprocal User’s REALTOR® agency (currently via ZipForm/Lone Wolf).  If a Reciprocal User desires to obtain access to other Form libraries, they must either become GCAAR Secondary Members or obtain access via a License Agreement. Please contact memberservices@gcaar.com for more assistance. 

Non-Member User Access: Non-Member Users (and Reciprocal Users desiring access to additional Form libraries) currently have two options to access Forms:  

i. Join GCAAR as a GCAAR Secondary.  Contact GCAAR Member Services at memberservices@gcaar.com or 301.590.8769 for more information.  

ii. Individually purchase access to certain Forms libraries through a License Agreement with a GCAAR-approved licensee. 

Please contact memberservices@gcaar.com for more assistance.

All access to the Forms licensed under a License Agreement shall be upon the terms stated in the License Agreement, in addition to these Term and shall continue for only the period in which the Non-Member User is in good standing with its REALTOR® association, and compliant with both these Terms and those contained in the License Agreement.

Brokerage Affiliation and Forms Usage:

A User may only use the Forms for services rendered as part of a brokerage that is affiliated with the National Association of REALTORS®. This applies to real estate agent services as well as property management and appraisal services.

2. License to Access and Use the Forms/Restrictions on Use.

Subject to the provisions of these Terms and those of the License Agreement, as applicable, you are granted a non-exclusive, limited license to access, display and use the Forms solely through, as part of, and in connection with, your internal business use (i.e. use by the you and your employees in the course of conducting your real estate business). You will be responsible for ensuring that your employees and anyone else to whom you allow access to the Forms comply with these Terms and those of the License Agreement, as applicable, and you will be responsible for any breach by your employees and others having access.

Updates to the Forms shall be provided in GCAAR’s sole discretion and by GCAAR directly or pursuant to the License Agreement.  GCAAR retains all rights in and to the Forms not specifically granted in this paragraph and may add, discontinue or modify Forms from time to time, in its sole discretion. User acknowledges that it has no proprietary right or interest in the Forms other than the rights expressly granted by this Agreement and agrees that it shall not copy, distribute, use, modify or adapt the Forms except as expressly permitted herein, including in connection with any product or service offered to any third party. 

The use rights granted above are subject to the restrictions below.

You will only use or provide the Forms in conjunction with transactions in which you represent at least one (1) party to a transaction. You will not permit use or modification of the Forms by any third party (other than an employee or, where applicable, the Affiliate Attorney Member providing assistance in connection with a transaction in which the Affiliate Attorney Member is authorized to use the Forms). You will not modify the Forms, other than to fill in blank spaces provided in the Forms, without first obtaining written permission from GCAAR.

Except as otherwise permitted under this Agreement, you may not (a) use the Forms in any other use or format; (b) authorize use of the Forms by anyone other than except as provided above (and you are responsible for all acts and omissions of anyone that you authorize  use of the Forms); (c) use the Forms other than as permitted under these Terms and the License Agreement, if applicable, or access or use the Forms through any technology or means other than that provided by GCAAR or its licensee; (d) separate the components of the Forms for use individually or separate from the Forms(s); (e) reverse engineer, decompile, or disassemble the Forms; (f) create derivative works or reduce the Forms object code to human readable form; (g) sell, rent, lease, lend, distribute, market or create a lien or security interest in the Forms; (h) sublicense or otherwise transfer the Forms, (i) remove or obscure any proprietary notices, labels or markings included by GCAAR in the Forms; (j) use the Forms to provide services to third parties, sell, license or otherwise commercialize outputs derived or realized from your use of the Forms, license, sublicense, sell, resell, supply, rent, lease, transfer, assign, distribute, disseminate, download, print, copy, circulate, publish, reproduce, or otherwise commercially exploit or make the Forms available to anyone, or use the Forms in a manner except as authorized in these Terms and the License Agreement, if applicable; (k) use the Forms to send spam or otherwise unlawful email messages; (l) use the Forms to send or store infringing, obscene, threatening, libelous or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (m) knowingly use the Forms to send or store material containing any harmful computer code; (n) knowingly interfere with or disrupt the integrity of all or any part of the Forms, (o) attempt to circumvent the security features or otherwise gain unauthorized access to the Forms; (p) modify, copy or create derivative works from the code for the Forms; (q) create external Internet “links” (that is, links that are visible to the public) to or from the Forms, “frame” or “mirror” any GCAAR data or other material included in the Forms; (r) disassemble, reverse engineer, or decompile the code for the Forms in order to build a product or service that is competitive with GCAAR. 

You agree to notify GCAAR promptly if you discover any unauthorized use or modification of the Forms.

The consents or licenses granted in these Terms are expressly subject to the rights and restrictions specified here and in the licensing agreement, if applicable. Any other use may not be made without the express written consent of GCAAR, which consent may be revoked or withheld by GCAAR within its sole discretion. Any other use made by any User without the express written consent of GCAAR may also subject that that User to an ethics complaint with any applicable licensing authority, as well as discipline consistent with any sanction authorized by the Code of Ethics and Arbitration Manual of the National Association of REALTORS®, up to and including suspension or revocation of membership.    

3. Your Responsibilities. 

You shall use National Realtor Database System Members First Engagement System (NRDSNAR M1) verification, Single Sign On (SSO) or other agreed upon method and take such other steps as may be necessary to ensure that only you and your authorized employees may access the Forms. Upon discovery of any unauthorized access to the Forms, User will immediately remove or prevent such unauthorized access to the Forms (i.e., within no more than 24 hours of such discovery) and report same to GCAAR.  For the avoidance of doubt, the foregoing duty will not apply to access to partially or fully completed Forms by a duly authorized (or formerly authorized) User who previously used same in the course of completing a transaction.  Notwithstanding anything to the contrary herein, User agrees to remove and prohibit access to the Forms within 48 hours of a written request from the GCAAR. In the event User becomes aware of any unauthorized access to the Forms, User agrees to remove and prohibit such access within forty-eight (48) hours and notify the GCAAR of the unauthorized access. You shall: (a) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and propriety of all the data that you upload to the Forms (collectively, the “Data”); and (b) use commercially reasonable efforts to prevent unauthorized access to or use of the Forms through your password and notify us immediately of any such unauthorized use that you become aware of, and (c) comply and ensure that your employees comply with these Terms and License Agreement if applicable, and any subsequent terms imposed by us with respect to the Forms, as well as all laws, rules and regulations applicable to your use of the Forms. GCAAR will not be liable for any loss or damage arising from your failure to comply with these requirements. GCAAR is not obligated to regularly monitor your use, data and/or anything you upload to the Forms. However, GCAAR may take any action as GCAAR deems appropriate (including suspension and/or termination of access to the Forms and suspension and/or termination of membership), in its sole discretion to protect GCAAR’s interests or that of its licensees or other Users, at any time without liability to you or any third party.

4. Reservation Of Rights/Ownership/Confidentiality.

Ownership and Reservation of Rights. Notwithstanding anything to the contrary herein, GCAAR (including its licensors) retains all right, title and interest in and to the Forms, all modifications, adaptations and improvements thereto  and all related patents, patent rights, copyrights, trademarks, trade secrets and other proprietary rights therein (collectively, “Intellectual Property”), which is protected by applicable Intellectual Property laws. The User acknowledges that the copyright for the Forms is owned by Greater Capital Area Association of REALTORS® (“GCAAR”) and will not remove the copyright designation (or any other copyright designations) or any other product identification, trademark or other Intellectual Property notice or symbol from the Forms when using or transmitting the Forms. The User acknowledges that GCAAR retains the ownership rights to the copyright for any modified Forms or derivative works that are based on the Forms. GCAAR reserves all rights not expressly granted hereunder. ALL RIGHTS IN THE FORMS NOT EXPRESSLY GRANTED IN THIS AGREEMENT ARE RESERVED BY GCAAR. The Forms may be protected by United States and international copyright laws and treaties, as well as patent and other intellectual property laws and treaties.  

Non-Disclosure. Except as provided in below, User will treat as confidential and shall not disclose or use, except as provided herein, any confidential information of GCAAR, including (a) GCAAR’s trade secrets and proprietary information; (b) these Terms or those of any License Agreement; (c) all other GCAAR information made available to you or your employees or agents, which, by its nature or due to the circumstances surrounding its disclosure, ought to be recognized as confidential; and (d) any information which GCAAR has indicated to be confidential (collectively hereinafter referred to as “Confidential Information”). You shall use the Confidential Information solely in the performance of its obligations with respect to the Forms. These confidentiality obligations will not apply to any information which: (i) is or subsequently becomes available to the general public other than through a breach of this provision; (ii) is already known to you, as evidenced by documentation thereof; or (iii) is developed through your independent efforts without access to the Confidential Information. You agree to use at least the same degree of care to protect the Confidential Information that you use to protect your own confidential information of a similar nature and value, but not less than reasonable care, and shall take reasonable security measures to preserve and protect the secrecy of, and to avoid disclosure of, the Confidential Information.

Authorized Disclosure. You may disclose Confidential Information to your directors, officers, employees, agents, advisors, affiliates, independent contractors and consultants (“Representatives”) on a “need-to-know” basis only, provided such persons agree to keep such information confidential in accordance with the foregoing provisions. You are responsible for any failure by any of your Representatives to comply with these provisions and agree, at your sole expense, to restrain its Representatives from the disclosure or use of the Confidential Information to the extent prohibited or unauthorized by this these Terms. You may disclose Confidential Information in accordance with a judicial or other governmental order or subpoena requiring such disclosure, provided you give GCAAR reasonable opportunity to seek a protective order, or obtain written assurance from the applicable judicial or governmental entity that the Confidential Information will be afforded the highest level of protection available under applicable law or regulation.

5. Term and Termination.

Term. These Terms, as may be amended and supplemented from time to time, shall continue until your rights to access and use the Forms terminates (whether as provided for herein or pursuant to a License Agreement).    

Termination for Cause. Your right to access and use the Forms will terminate upon ten (10) days’ notice if you (or your employees or agents) breach any of these Terms and fail to cure such breach to GCAAR’s satisfaction within the ten (10) day notice period. In addition, GCAAR may, without prejudice to any other rights it may have, terminate your access to the Forms and use thereof upon any breach any of the license grant or restriction, confidentiality and/or proprietary rights provisions of these Terms or of the License Agreement, if applicable, or if your License Agreement is terminated, regardless of cause. If GCAAR provides you with written notice of a breach, GCAAR may suspend your access to the Forms during the cure period until the breach is cured. Suspension or termination shall not relieve you of your obligation to pay any accrued and unpaid fees due. 

In addition to the remaining provisions of this Section 5, GCAAR may terminate your access to the Forms and use thereof immediately, if (i) your membership with GCAAR or other REALTOR® association is suspended or terminated; or (ii) GCAAR believes, in its sole and absolute discretion, that you are in violation of the provisions of Section 1 of these Terms, are in violation of any law or statute involving use of the Forms, and/or are engaging in activities or behavior that is competitive to GCAAR and its business.

Termination for Convenience. Either of us may terminate our relationship at any time, by notice to the other party.

Effect of Termination. Upon termination (including upon termination of any License Agreement), you shall have no further right or license to access or use the Forms and shall promptly stop accessing or using the Forms. You shall delete and remove all copies of the Forms from your possession, custody or control on any resource. GCAAR may take such action as is reasonably necessary at any time to suspend/block such access without liability.  

Notwithstanding the foregoing, with GCAAR’s written consent, you may continue to access and use the Forms, solely as required to complete a pending transaction in which the User represents at least one (1) party to the transaction. The provisions of these Terms and of the License Agreement shall continue to apply during this period.

6. Fees. 

There is no additional fee charged to Members who access the Forms through the GCAAR website. Fees under a License Agreement shall be paid in accordance with the License Agreement. You understand that a Forms licensor may charge a service fee separately from any license fee charged for access to the Forms.

7. Representations and Warranties.

By GCAAR. GCAAR represents and warrants to User that: (a) GCAAR has all requisite rights, power and authority to grant the rights granted to User herein and to perform its obligations under this Agreement; and (b) to GCAAR’s knowledge, as of the Effective Date the Forms substantially comply with all applicable laws, rules and regulations.

Disclaimer. Except as expressly set forth in this Section 6, GCAAR makes, and User receives, no representations or warranties regarding Forms, these Terms (or any License Agreement) or the subject matter hereof and expressly disclaims all other representations and warranties, whether express, implied, statutory or otherwise, including in any other provision of this Agreement or any other communication. GCAAR SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Forms are provided “as-is” and without warranty, except as expressly provided for above.   

By User. User represents, warrants and covenants to the GCAAR that: (i) User will not use or disseminate the Forms except as expressly permitted herein; (ii) User’s use and dissemination of the Forms shall not constitute a violation, infringement or misappropriation of any party’s intellectual property rights;  and (iii) User will comply with all applicable laws, rules and regulations in the course of performing its obligations under this Agreement.

8. Indemnification.

Claims. User agrees to indemnify and hold harmless GCAAR and its officers, directors, members, managers, agents and employees (each, an “Indemnified Party”) from and against any claims, suits, penalties, actions, fines, judgments, orders, costs, or expenses, including reasonable attorneys' fees, arising from or relating to any allegation that would constitute a  grossly negligent, reckless or willful act or omission regarding use of the Forms; any material breach of these Terms and/or the License Agreement, if applicable; or violation of law by the User during the Term (each, a “Claim”).

Indemnification Procedures. Upon learning of a Claim hereunder, GCAAR will: (a) give prompt notice of such Claim to User; (b) reasonably communicate with User while defending the Claim, provided that GCAAR will have sole control over the defense and any settlement of a Claim, at User’s cost.

9. Limitations of Liability.

GCAAR SHALL HAVE NO LIABILITY TO LICENSEE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES RELATING TO OR ARISING OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, OR DAMAGE TO OR LOSS OR DISCLOSURE OF DATA), REGARDLESS OF WHETHER ARISING UNDER CONTRACT, TORT OR OTHER LEGAL THEORY AND EVEN IF ADVISED OF THE POSSIBILITY THEREOF. UNDER NO CIRCUMSTANCE WILL GCAAR’S TOTAL, CUMULATIVE LIABILITY FOR ALL DAMAGES ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, WHETHER RESULTING FROM ONE OR MORE CLAIMS AND ARISING UNDER ANY LEGAL THEORY, EXCEED THE LESSER OF USER’S ACTUAL DAMAGES OR $500.00. The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the success or effectiveness of other remedies.

GCAAR reserves all rights at law and in equity.

10. Disputes.

Choice of Law; Dispute Resolution.  The Parties agree that this Agreement shall be governed by the laws of the State of Maryland, without regard to its choice of law provisions. In the event of any dispute between the parties, the parties agree that any legal action regarding this Agreement or the subject matter hereof shall be brought only in the Maryland state courts sitting Montgomery County or the U.S. District Court for the District of Maryland and hereby submit to the personal jurisdiction of such courts and waive any objection to venue therein.  

Waiver of Jury Trial. THE PARTIES SPECIFICALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY COURT WITH RESPECT TO ANY CONTRACTUAL, TORTIOUS, OR STATUTORY CLAIM, COUNTERCLAIM, OR CROSS-CLAIM AGAINST THE OTHER ARISING OUT OF OR CONNECTED IN ANY WAY TO THIS AGREEMENT, BECAUSE THE PARTIES HERETO, BOTH OF WHOM ARE REPRESENTED BY COUNSEL, BELIEVE THAT THE COMPLEX COMMERCIAL AND PROFESSIONAL ASPECTS OF THEIR DEALINGS WITH ONE ANOTHER MAKE A JURY DETERMINATION NEITHER DESIRABLE NOR APPROPRIATE.

Equitable Relief. You agree that GCAAR may seek equitable relief, including preliminary and permanent injunction, in any court of competent jurisdiction to prevent or enjoin misappropriation, misuse, unauthorized disclosure or infringement of any intellectual property rights and/or Confidential Information in addition to any other remedies or damages to which it may be entitled. You agree that GCAAR has the right to audit your compliance with this Agreement on thirty (30) days’ advance written notice during normal business hours, provided that such audit does not unreasonably interfere with your or any of your Affiliate’s business operations.

11. General.

Assignment. You may not assign or otherwise transfer the rights granted to you under these Terms (or License Agreement, if applicable) or transfer any of your rights, duties or obligations without GCAAR’s prior written consent, which may be withheld by GCAAR in its sole discretion.  

No Partnership. Nothing herein shall be deemed or construed to create any partnership, joint venture or agency relationship between the parties. 

Severability. If any provision of these Terms is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision will be deemed restated, in accordance with applicable law, to reflect as nearly as possible the original intentions of the parties, and the remainder of these Terms will remain in full force and effect.

No Waiver. No waiver of any provision hereof or of any right or remedy hereunder shall be effective unless in writing and signed by GCAAR. No delay in exercising, no course of dealing with respect to, and no partial exercise of any right or remedy hereunder shall constitute a waiver of any other right or remedy, or future exercise thereof by GCAAR.

Force Majeure. GCAAR is not liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, governmental or judicial orders, pandemic or epidemic events, terrorism, riots, or war.

Entire Agreement. These Terms constitutes the complete agreement between you and GCAAR relating to the subject matter hereto and supersedes all prior or contemporaneous agreements and representations, written or oral, concerning such subject matter. This Agreement may be executed in one or more counterparts, including facsimile or electronic copies thereof, each of which shall be deemed an original, and all of which together shall constitute one and the same document. Signatures transmitted by email, facsimile, or by other form of electronic transmission shall be treated as originals. No modification or waiver of any rights under these Terms will be binding on GCAAR unless made in writing and signed by a duly authorized representative of GCAAR.  The headings used in this Agreement are for the convenience of the parties only and are not to be used to construe the terms hereof. The provisions of Sections 4, 5, 8, 9 and 10 and any other provisions of these Terms, which by their nature are intended to survive expiration or termination of this relationship shall so survive.

Notices. Any notice or communication required or permitted to be given hereunder must be in writing and may be delivered by confirmed email or mailed by registered or certified mail to the address of the receiving party as identified below or at such other address provided in writing by either party to the other party. Such notice will be deemed to have been given as of the date it is delivered. If any provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of this Agreement will nonetheless remain in full force and effect. 

GCAAR may suspend or terminate access to all or any of the Forms at any time, in GCAAR’s sole discretion and GCAAR is not responsible for any disruption caused thereby. GCAAR may update these Terms of Service at any time. Your continued access to and use of the Forms following any update shall constitute your agreement with the revised Terms of Service. It is your responsibility to review these Terms of Service periodically to confirm you are using the Forms pursuant to the current Terms of Service.