III. Mutual Limited Property License

A. Limited License to NVAR.  In connection with this Agreement, NVAR is hereby granted a limited, revocable, non-exclusive license to use the Partner’s name and the logo of Partner (hereinafter collectively referred to as the “Partner’s Marks’) solely to identify Partner as an authorized party in connection with the activities associated with this Agreement (including Attachments).  Partner represents and warrants that it has the full right and authority to enter into this Agreement and to grant the limited license provided herein; that it has not previously in any manner disposed of any of the rights granted to NVAR nor previously granted any rights adverse thereto or inconsistent therewith; that there are no rights outstanding which would diminish, encumber or impair the rights herein granted to NVAR; and that the Partner’s Marks do not and will not violate or infringe upon any patent, copyright, literary, privacy, publicity, trademark, service mark, or any other personal or property right of any third party, nor will same constitute a libel or defamation of any third party.

B. Limited License To Partner.  In connection with this Agreement, Partner is hereby granted a limited, revocable, non-exclusive license to use the name “Northern Virginia Association of REALTORS®”, the acronym “NVAR”, and the appropriate Strategic Partner level medallion logo (hereinafter collectively referred to as the “NVAR Marks”).  The use of the name and the acronym shall be done solely with the term “Partner” prominently displayed directly adjacent thereto (to ensure the absence of any implication that Partner is endorsed by NVAR).  The authority to use the NVAR Marks is limited to the activities associated with this Agreement (including Attachments).  In no event shall Partner use the NVAR Marks in a manner that states or implies an endorsement of Partner (or Partner’s products or services) by NVAR.

Notwithstanding anything else to the contrary in this Agreement, the parties understand that the REALTOR® logo and name are owned by the National Association of REALTORS ®, (“NAR”) and licensed to Northern Virginia Association of REALTORS ® under strict restrictions, and that Partner’s right to use such REALTOR® marks are limited to use allowed by this Agreement and shall terminate in the event that NVAR’s license to use such terms terminates.

C. Distribution of Marks.  The parties agree to exchange their respective Marks within ten (10) days of ratification of this Agreement. The Marks will be provided in the following high resolution formats (300 dpi):
Required:  JPEG and PNG
If available: EPS, AI and PSD
The Marks should be sent to the following parties:
To NVAR:  webmaster@nvar.com

IV. NVAR Policies

A. Policy on Distribution of NVAR Members’ Personal Information.  Partner is also an NVAR member, Partner agrees to abide by NVAR’s policy on purchase of mailing lists attached to as Attachment “B” by this reference made part of this Agreement.

B. Policy on Exhibition at the 2020  and 2021 NVAR Convention & Trade Show.  Additionally, as Partner is also an exhibitor at the NVAR trade show taking place September 21 through October 8, 2020 and October 12, 2021,  Partner agrees to abide by NVAR’s Policy on Exhibition at the 2020 NVAR Convention & Trade attached to as Attachment “C” by this reference made part of this Agreement.

V. Relationship of Parties

The relationship of the parties to each other is that of independent contractors.    Nothing herein shall create any association, joint venture, partnership or agency relationship of any kind between the parties.  Neither party is authorized to incur any liability; obligation or expense on behalf of the other, to use the other’s monetary credit in conducting any activities under this Agreement, or to represent that NVAR is in the business of providing the products and/or services provided by said Partner.

VI. Indemnification

Partner hereby agrees to indemnify, save and hold harmless NVAR and its employees, officers and directors from and against any and all claims, damages, judgments, settlements, costs and expenses (including reasonable attorneys’ fees and expenses) which may arise by reason of (i) any act or omission by Partner or any of its officers, directors, employees or agents and/or (ii) the inaccuracy or breach of any of the covenants, representations and warranties made by Partner in this Agreement.  NVAR shall promptly notify Partner upon receipt of any claim or legal action referenced in this Section.  The provisions of this Section shall survive any termination or expiration of this Agreement.

VII. General Provisions

A. Warranties.  Each party covenants, warrants and represents that it shall comply with all laws and regulations applicable to this Agreement and the performance of the parties obligations hereunder, and that it shall exercise due care and act in good faith at all times in the performance of its obligations hereunder.  The provisions of this Section shall survive any termination or expiration of this Agreement.  Partner represents that it will not engage in any misleading or illegal conduct in the marketing or sale of any of its products or services to NVAR members.  Partner warrants that the products or services it provides to NVAR members shall be legal and safe for their intended use and as represented in all marketing to NVAR members, and shall not cause NVAR members who acquire such products or services to be in violation of any applicable federal, state or local laws or regulations.

B. Waiver.  Either party’s waiver of, or failure to exercise, any right provided for in this Agreement shall not be deemed a waiver of any further or future right under this Agreement.

C. Governing Law.  All questions with respect to the construction of this Agreement or the rights and liabilities of the parties hereunder shall be determined in accordance with the laws of the Commonwealth of Virginia.  Any legal action taken or to be taken by either party regarding this Agreement or the rights and liabilities of parties hereunder shall be brought only before a federal, state or local court of competent jurisdiction within the Commonwealth of Virginia.

D. Assignment.  This Agreement may not be assigned, or the rights granted hereunder transferred or sub-licensed, by either party without the express prior written consent of the other party.  The benefits provided to the Partner may not be assigned to any other business entity that is owned or controlled by the Partner.  The Partner must receive the express written consent of NVAR to extend the benefits under this agreement to any business entity that the Partner owns or controls.

E. Entire Agreement.  This Agreement and any accompanying attachments constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes and replaces all prior agreements, oral and written, between the parties relating to the subject matter hereof.  This Agreement may be amended only by a written instrument clearly setting forth the amendments and executed by both parties.

F. Independent Agreement.  This Agreement is an independent agreement that is not in any way contingent upon or related to any other contractual obligations of the parties.

G. Severability.  All provisions of this Agreement are severable.  If any provision or portion hereof is determined to be unenforceable in arbitration or by a court of competent jurisdiction, then the remaining portion of the Agreement shall remain in full effect.

H. Force Majeure.  Neither party shall be liable for failure to perform its obligations under this Agreement due to events beyond its reasonable control, including, but not limited to, strikes, riots, wars, fires, acts of God, and acts in compliance with any applicable law, regulation or order of any governmental body.

I. Notice.  All notices and demands of any kind or nature that either party to this Agreement may be required or may desire to serve upon the other in connection with this Agreement shall be in writing and may be served by sending such notice to the following addresses:                      

Northern Virginia Association of REALTORS®
8407 Pennell Street
Fairfax, VA 22031
Attn: Frank Doyle, COO

VIII. Termination

This Agreement terminates: (i) on the occurrence of a material breach of a material provision by one of the parties if such breach is not cured within 30 days after written notice identifying the matter constituting the material breach is received by the breaching party from the non-breaching party; (ii) on written notice provided by one party to the other party no less than 60 days prior to the end of any initial or renewal Term (iii) at any time on the mutual written consent of both parties; or (iv) January 31, 2022.

If Partner terminates this Agreement in violation of the provisions above and without NVAR’s consent, then Partner will pay NVAR an Early Termination Fee. The Early Termination Fee will equal to one third of any unpaid amount of the total sum still owed on the remaining term of the Agreement. NVAR will have no obligation to continue to deliver on any benefits owed under this agreement.

____________________________________________________________________________________________________

Attachment B

Policy on Distribution of NVAR Members’ Personal Information

Statement on Member Information Privacy Protection
The Northern Virginia Association of REALTORS®, Inc. (NVAR) recognizes the importance of protecting the privacy of our members’ personal information. Therefore, this Association is committed to ensuring that reasonable precautions are taken to restrict outside access to our members’ personal information. The following policy balances the fundamental requirements of protecting members’ personal information with the need to provide reasonable access to this information when such access will further the goals or objectives of the Association.

Definition of Personal Information
Members’ personal information is defined as the member contact information including but not limited to the member’s name, firm, office and home addresses, office and home telephone numbers, e-mail addresses, and other information necessary for contacting a member directly.

Distribution to State and National Associations
NVAR provides personal information on our REALTOR® members to the Virginia Association of REALTORS® and the National Association of REALTORS®. This ensures that members receive proper access to the benefits of membership in these associations.

Use by Members, Affiliates, and Partners
NVAR REALTOR® members, service providers, and partners are able to purchase a copy of the current membership roster (including member name, firm names, and mailing address) as part of the membership benefits program. NVAR does not provide member e-mail addresses in the membership roster or on any mailing lists and will not provide member e-mail addresses to partners, advertisers, or vendors for the purpose of sending solicitations. The membership roster will not be provided to groups, businesses, or individuals who are not members of NVAR.

Segmentation and Distribution
NVAR members may purchase mailing lists for the entire membership or for specific demographic groups within NVAR. Mailing lists are provided in hard copy format only. NVAR will not provide electronic copy of lists as a precaution against the unauthorized reproduction to non-member parties. REALTOR® members may purchase mailing labels through the REALTOR® Store. Service Provider/Partner member requests are managed by the Membership Director.

NVAR Vendor Exemption
Vendors that have contractual direct member service agreements with the Association may be provided an electronic version of membership lists when member information is necessary (as determined by NVAR) for the vendor to fulfill the direct member service it is providing to members. Vendors will only be provided with this member information when NVAR believes that the members have a compelling interest in being contacted by the vendor or the vendor needs to verify membership in NVAR (i.e. vendor provides direct services to NVAR members only, vendor is sending late payment notification to members, vendors has updates or replacements of equipment, etc.)

Public Access to Member Information
The Find a REALTOR® feature on NVAR’s official web site provides limited access to member contact information. This feature is intended to help consumers identify real estate professionals who are members of NVAR. Staff may also provide the information available on the web site in response to inquiries from potential clients or customers.

Internal Use
Individual staff members will have sufficient access to this information for the performance of their duties. Staff members who violate this policy or misuse member data are subject to disciplinary action based on the procedures contained in the NVAR Personal Policy Handbook.

________________________________________________________________________________________________

Attachment C

Policy on Exhibition at the 2020 and 2021 NVAR Convention & Trade Show

Definitions
The word “Association” shall mean the Northern Virginia Association of REALTORS® Inc., except that in Section below titled “Limits of Liability: Indemnification” where the word "Association" shall mean not only the Northern Virginia Association of REALTORS®, Inc. but also its officers, directors, committees, members, employees or agents acting on behalf of the Association. The word "Exhibitor" shall mean the applicant on the Application to which these Terms and Conditions are attached. The word "Trade Show" shall mean the Virtual September 21 through October 8, 2020  and October 12, 2021 NVAR Trade Show. The word "Conference" shall mean the September 21 through October 8, 2020 and October 12, 2021 NVAR REALTORS® Convention and Trade Show. The word “Facility” shall mean the virtual platform in 2020 and the chosen location for 2021, to be determined at a later date. The word “Terms” shall mean the Exhibitor Terms and Conditions included herein.

Agreement
Exhibitor for itself and its employees agrees to abide by these Terms and by amendments or additions that may be established by the Association.

Amendments
Any and all matters or questions not specifically covered by Terms shall be subject solely to, and may be amended at any time by the Association, provided such amendment(s) shall not operate to substantially diminish rights now reserved to Exhibitor pursuant to existing contract, nor increase the liability of Exhibitor. All amendments made shall be binding on Exhibitor equally with existing rules and regulations.

Limitations of Liability: Indemnification
Exhibitor and its assignees releases from liability any and all claims against the Association resulting from Exhibitor's occupancy of exhibit premises, or any action/inaction of the Association related to the Trade Show, including but not limited to: loss, theft, damage, destruction, delay or non-delivery of goods, display material and other effects; injury to Exhibitor representatives or guests while at Facility; damages to Exhibitor's business due to failure to provide space for the exhibit and removal, or to hold the Trade Show or Conference events as scheduled. In the event that Association cancels the Trade Show or Exhibitor's participation in instances not in default of terms, Exhibitor has the right as its sole remedy to prompt return of any booth space payment(s) made to the Association.
Exhibitor agrees to hold the Association harmless from any damages, loss, liability, claim or expense (including legal fees) in conjunction with:
(a) the violation of any law or ordinance by Exhibitor's representatives and guests
(b) Failure of same to comply with Terms and applicable amendments. The Association does not assume responsibility for damage, loss, theft, or moving costs incurred by Exhibitor, and does not relieve Exhibitor from obligation of full payment and participation in the Trade Show.

Rejected Displays
A. The Association determines eligibility of any company or product for exhibit and may forbid installation, remove or discontinue any Exhibitor, product or promotion that is not in keeping with the spirit and mission of the Association.

B. Questionable conduct or infractions of Terms (including subleasing without permission) will subject Exhibitor, personnel, or guests to dismissal from Trade Show without refund or appeal for redress at the sole discretion of the Association.

C. The Association reserves the right to refuse Exhibitor from participation in any future events.

Installation
If reserved space is not occupied and set up by the Exhibitor by commencement of the Trade Show, such space will be considered cancelled and abandoned. The Association reserves the right to utilize or reassign Exhibitor space as it may see fit. Exhibitor agrees that in default in payment or in Terms, Association shall be entitled to recover all monies owed, to include costs of collection and/or legal fees.

Dismantle
A fine will be levied equal to 50% of the booth fee for any Exhibitor that begins to tear down his/her booth prior to 5 p.m. Please make arrangements in advance.

Third Party Contractors/Exhibit Services
The use of any independent contractor must be requested in writing in advance to the Association, and include certificate of insurance. Electrical, phone, Internet, and audiovisual services must be coordinated through Facility.

Requests for Cancellation
Cancellation must be in writing. Refunds will be made according to the following deadlines: 50% refund of exhibit fee July 1 - September 1, 2020 or July 1 - September 2, 2021 for the 2021 Trade Show. No refunds will be made after September 1, 2020 or September 1, 2021 for the 2021 Trade Show.

Sub-Leasing
Exhibitor may not sub-let any portion of space to any non-exhibiting company or representatives, nor allow marketing materials, giveaways or related items from any non-exhibiting company within the confines of Exhibitor booth space. The Association staff must approve any instances within question. The Association reserves the right to request removal of above from booth space.

Attendance
The Association shall have sole authority over admission policies, and makes no warranty or guaranty concerning the number or characteristics of attendees. Exhibitor must staff booth space during entire Trade Show. If circumstances arise where Exhibitor personnel must leave the premises, Association must be notified, and alternate arrangements for staffing and dismantle must be made.

Fire and Safety Regulations
Exhibitors will not bring or utilize any substance that will increase fire hazard or insurance rate at Facility. All exhibit and booth materials must comply with Federal and local Fire laws, Insurance Underwriter and Facility Safety Regulations, and must be flame proof. In addition, all electrical work and wiring must be approved and installed in accordance with Facility and local regulations.

Signage and Booth Materials
Should any sign or material in Exhibitor's booth be deemed contrary to the best interests of the Association, the Exhibitor will be required to make necessary adjustments at the sole discretion of the Association. No easels are permitted.