INTERNATIONAL YACHT BROKERS ASSOCIATION
IYBA MLS Authorization Agreement
NOTE - This form is a legally binding contract between you and the International Yacht Brokers
Association ("IYBA"). Under IYBA Rules, if a Participant is qualified to be a Yacht Broker
Reciprocity Participant (YBRP), then the Participant is presumed to participate in the Yacht Broker
Reciprocity Program as defined in Section 3 of this Agreement.
This AGREEMENT is made and entered into by and among International Yacht
Brokers Association ("IYBA"), the
yacht brokerage firm whose name and contact information appear on the signature page of this
"Firm Information and Signature" (the 'Firm").
Firm wishes to obtain, and IYBA wishes to provide, certain vessel data for display on Firm's Web
Site, including the
listing data of other vessel brokerages participating in YBRP. Firm may wish to engage
Consultants, i.e., other companies
or individuals who are not employees of Firm, to perform data downloading, manipulation, and
formatting, as well as
programming and web design. Firm's covenants, defined below, extend to its Consultants.
For purposes of this Agreement, the following terms shall have the meanings set forth below.
Yacht Broker Reciprocity Data or YBR Data: The current aggregate compilation of all active
listings of all Yacht Broker
Reciprocity Participants except those listings that the seller has declined to allow the YBR
Participant to display as part of
the YBR Data.
Yacht Broker Reciprocity Participant or YBRP: A Participant who gives permission to other
Participants to display its
active listings on their web sites in return for their permission to advertise their listings on
its web site.
Firm Website: A website on the World Wide Web wholly owned or exclusively
controlled by a Participant that promotes
the products or services of the Participant's vessel brokerage, and on which YBR Data is
accessible to website visitors.
Intellectual Property Rights: Intangible property rights including copyright,
trademark, patent, trade secret, trade dress,
fair competition, and contract rights prohibiting unauthorized disclosure, copying, or use of
IYBA Computer System: Computer hardware and software owned by Vessel Portal
Management, LLC and exclusively
licensed to IYBA that contains vessel information in electronic format, including, but not
limited to, YBR Data, that is
accessible to, and usable by Participants for purposes permitted under IYBA's Rules and
Regulations and other policies
Member Listing Service: A means for collecting and disseminating information
about vessel property that is or has been
for sale to be used by vessel brokers to make offers of cooperation and compensation to each
other, and a means to
provide data processing, technical support, consulting, and other information technology
services to vessel brokers and
appraisers in connection with the sale and valuation of vessel property.
Rules: The Rules and Regulations promulgated by IYBA, as amended from time to
time, and any other
IYBA operating policies relating to the YBR Data and YBRPs.
Participant: Vessel brokerage offices (whether an entity or sole
proprietorship) represented by IYBA Membership (active
professional or charter member) who is a principal, partner, or corporate officer, or branch
office manager acting on
behalf of the principal and has an active yacht broker's license.
Participant Data: Data relating to vessels for sale, previously sold or listed
for sale, including YBR Data, and data
relating to Participants that are entered into the IYBA Computer System by Participants.
During the term of this agreement, IYBA grants to Firm a non-exclusive and limited license to:
- display the YBR Data on Firm's Web Sites, and
- copy the YBR Data to the extent necessary to deliver the YBR Data to consumers from
Firm's Web Site.
During the term of this Agreement, IYBA agrees to provide to Firm and its Consultants:
- access to the YBR Data via the Internet using HTTP Json API ('API"), or other method
approved by IYBA,
under the same terms and conditions IYBA offers to other YBRPs;
- seven (7) days' advance notice of changes to the file and record formats of the YBR
- seven (7) days' advance notice of changes to the Rules affecting Yacht Broker
- Firm shall comply with the Rules at all times.
Firm acknowledges and agrees that, as between Firm and IYBA, IYBA owns all Intellectual Property
Rights in or to
the YBR Data, Participant Data, and any other data, information or content accessible from the
IYBA Computer System.
Firm shall not contest IYBA's Intellectual Property Rights claims nor assist others in doing so.
Firm shall cooperate with
IYBA on reasonable terms and conditions in any efforts by IYBA to enforce its Intellectual
Property Rights against actual or
Firm shall comply with the requirements relating to Confidential Information set forth below.
In the event that Firm desires to make available to any third party the YBR Data other than as
permitted by the
Rules, or the Confidential Information, Firm shall require such third party to execute this
Agreement and become a
If IYBA notifies Firm of a breach of the Rules, or of this Agreement, and Firm does not
immediately cure such
breach, Firm agrees that IYBA may seek cure from the Consultants, or any one of them. Firm
agrees that IYBA may
immediately terminate the Firm's or the Consultant's access to the data feed, or the ability to
frame the IYBA Website,
whichever is applicable, until the breach is cured.
Firm shall notify IYBA of any change to the information relating to Firm on the Firm Information
and Signature page
below within five (5) business days after the facts giving rise to the change occur.
Firm shall defend, indemnify and hold harmless IYBA from any claims or demands asserted by third
upon Firm's display of YBR Data on the Firm Web Site, including any judgments, damages,
interest, penalties, attorneys
fees at all levels, and litigation costs and expenses
FIRM'S CONSULTANT OBLIGATIONS
If IYBA notifies Firm of a breach of the Rules or of this Agreement and Firm does not
immediately cure such breach,
IYBA may require Consultant to cure any such breach that is within Consultant's control.
Consultant agrees to cooperate
with IYBA and act immediately upon notification from IYBA of an uncured breach. Consultant
agrees that IYBA may
immediately terminate the Consultant's access to data feed, or the ability of the Consultant to
IYBA Website, whichever is appropriate, until the breach is cured.
Each Consultant acknowledges and agrees that, as between Consultant and IYBA, IYBA owns all
Property Rights in or to the YBR Data, the Participant Data, and any other data, information or
content accessible from the
IYBA Computer System. Consultant shall not contest IYBA's Intellectual Property Rights claims
nor assist others
in doing so. Consultant shall cooperate with IYBA on reasonable terms and conditions in any
effort by IYBA to enforce its Intellectual Property Rights against actual or potential
Each Consultant shall comply with the requirements relating to Confidential Information set
Each Consultant shall notify IYBA within five (5) business days of any change to the information
relating to it on the
Consultant Information and Signature page below
Contract: Access to Yacht Broker Reciprocity data feed, Page 2
Each Consultant shall defend, indemnify and hold harmless IYBA from any claims or demands by
arising from Consultant's access to and use of YBR Data on behalf of Firm, including any
judgments, damages, interest,
penalties, attorneys fees at all levels, and litigation costs and expenses.
"Confidential Information" is information or material proprietary to IYBA or
designated "Confidential" by IYBA and not
generally known to the public, to which Firm or Consultants or any one of them (the "Receiving
Party") may obtain access
as a result of this Agreement. Confidential Information includes, but is not limited to, the
following types of information and
other information of a similar nature (whether in oral, visual, audio, written or other form):
allParticipant Data, except the YBR Data that this Agreement and the Rules permit to be
all documentation and other tangible or intangible discoveries, ideas, concepts,
software, source code, object code, diagrams, flow charts;
IP addresses, access codes, and passwords; and
any information that IYBA obtains from any third party that IYBA treats as proprietary
or designates as Confidential information, whether or not owned or developed by IYBA.
The Confidential Information does not
include information that:
- is in the public domain at the time of disclosure;
- is known to the Receiving Party at the time of disclosure;
- is used or disclosed by the Receiving Party with the prior written consent of
IYBA, to the extent of such consent;
- becomes known to the Receiving Party from a source other than IYBA without
breach of this Agreement by the Receiving Party and provided that such source is
not known by the Receiving Party to be bound by a confidentiality agreement with
- is required to be disclosed by judicial order or other compulsion of law,
provided that the Receiving Party provides to IYBA prompt notice of any such
order. The Receiving Party acknowledges that as between the Receiving Party and
IYBA, all Intellectual Property Rights in or to the Confidential Information
remain at all times with IYBA
Restrictions on Use - Scope of Use. The Receiving Party will use or access the Confidential
Information only as
expressly permitted under this Agreement and the Rules and the Receiving Party will not use its
access or the
Confidential Information for any other purpose. The Receiving Party will employ measures to
protect the Confidential
Information from unauthorized disclosure to the same extent as it protects its own trade
secrets, but in no event using less
Restrictions on Use - Unauthorized Uses. The Receiving Party will not make copies of the
The Receiving Party will not directly or indirectly disclose, display, provide, transfer or
otherwise make available the
Confidential Information to any person or entity, unless the Receiving Party has received prior
written consent of IYBA,
which IYBA may grant, condition or withhold in its sole discretion. At no time and under no
circumstances will the
Receiving Party reverse engineer, decompile, or disassemble any software constituting or
containing any Confidential
Information. The Receiving Party will not incorporate the Confidential Information into any
other work or product.
Restrictions on Use - No Third Party Access. Only the Receiving Party's own employees will
Confidential Information. The Receiving Party will not provide access to the Confidential
Information to third parties,
including consultants or independent contractors, without prior written consent from IYBA, which
IYBA may grant, withhold
or condition inits sole discretion. If IYBA grants consent, the Receiving Party will execute an
agreement with the third party
that imposes on the third party a confidentiality obligation that is at least as strict as is
imposed by this Agreement on the
Contract: Access to Yacht Broker Reciprocity data feed, Page 3
Restrictions on Use - Location restriction. The Receiving Party will not remove the Confidential
Information from its
principal place of business without IYBA's prior written consent, which IYBA may grant,
condition or withhold in its sole
discretion. In the event IYBA grants such consent, the Receiving Party is not relieved of any of
its obligations under this
Termination and Return of Materials. Within five (5) days of the end of the term of this
Agreement or receipt of notice
of termination from IYBA, the Receiving Party will return to IYBA all Confidential Information
and all other materials
provided by IYBA to the Receiving Party. The Receiving Party will also erase, delete, or destroy
Information stored on magnetic media or other computer storage, including system backups. An
officer of the Receiving
Party will certify in writing that all materials have been returned to IYBA and all magnetic or
computer data have been
TERM AND TERMINATION
The term of this Agreement begins on the "Effective Date" set forth on the "IYBA Information and
below. IYBA has the right at any time and in its sole discretion to terminate this Agreement.
This Agreement shall
terminate upon the occurrence of any of the following events:
- IYBA's notice to Firm that this Agreement is terminated.
- Firm's notice to IYBA that it no longer intends to display YBR Data on its web site.
- Termination by IYBA of Firm's privileges as a Participant
- The Participating Firm's failure to remain eligible for Member Listing Service
- The Participant's failure to remain eligible to be a YBR Participant.
Survival of Obligations. The Firm's and Consultant's Covenants shall survive the termination or
expiration of this
IYBA's Remedies. Because of the unique nature of the Participant Data and Confidential
Information, Firm and
Consultants acknowledge that IYBA would suffer irreparable harm in the event any of them breach
their obligations under
this Agreement, and that monetary damages would be inadequate to compensate IYBA for such a
IYBA is therefore entitled, in addition to all other forms of relief, to temporary or permanent
injunctive relief as may be
necessary to restrain any continuing or further breach by Firm or Consultants, or any one of
them, without the need to
show that its remedies at law are inadequate.
Attorney's fees. If IYBA prevails in any action to enforce or interpret this Agreement or any
IYBA shall be entitled to an award of its reasonable attorney's fees and costs in such action.
Limitation of Liability. IYBA shall not be liable to Firm or Consultant for damages of any type
Agreement, whether in contract or tort. Firm's and Consultant's only remedy shall be termination
of this Agreement.
Notice. All notices to be given under this Agreement shall be mailed, sent via facsimile
transmission, or electronically
mailed to the parties at their respective addresses set forth below or such other address of
which any party may advise
the others in writing during the term of this Agreement.
No Waiver. No waiver or modification of this Agreement or any of its terms is valid or
enforceable unless reduced to
writing and signed by the party who is alleged to have waived its rights or to have agreed to a
Assignment. Neither Firm nor Consultants, nor any of them, may assign or otherwise transfer any
of their rights
under this Agreement to any party without the prior written consent of IYBA.
Entire Agreement. This Agreement contains the full and complete understanding of the parties
regarding the subject
matter of this Agreement and supersedes all prior representations and understandings whether
oral or written. The
previous sentence notwithstanding, the Rules are expressly incorporated into this Agreement by
Applicable law. This Agreement is governed by and enforced according to the laws of the State of
to contracts entered into and performed entirely with the State.
Stopping of the Data Feed. If any provision of this Agreement is breached by the Firm or the
Consultant, IYBA may
immediately terminate the Firm's or Consultant's data feed, or the ability to frame, the IYBA
Website, whichever is appropriate,
until the breach is cured.
Disclaimers of Warranties: IYBA disclaims any warranty concerning the accuracy or reliability of
the YBR Data or
Participant Data. IYBA further disclaims any warranty of merchantability or fitness of the YBR
Data or Participant Data for
a particular purpose. Firm and Consultant(s) acknowledge and agree that IYBA is providing the
YBR Data or Participant
Data on an "as is" basis. [The remainder of this page is left blank intentionally.]
Contract: Access to Yacht Broker Reciprocity data feed, Page 4
IYBA Information and Signature
Entered into on behalf of the International Yacht Brokers Association by
Contract: Access to Yacht Broker Reciprocity data feed, Page 5
Brokerage Information and Signature
Entered into on behalf of Brokerage by: