{"id":42724,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/realtor-com-data-content-provider-agreement-realselect-inc-and2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"realtor-com-data-content-provider-agreement-realselect-inc-and2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/realtor-com-data-content-provider-agreement-realselect-inc-and2.html","title":{"rendered":"Realtor.com Data Content Provider Agreement &#8211; RealSelect Inc. and NetSelect Inc."},"content":{"rendered":"<pre>              REALTOR.COM DATA CONTENT PROVIDER AGREEMENT ADDENDUM\n              ----------------------------------------------------\n                             GOLD ALLIANCE PROGRAM\n\n\n          THIS ADDENDUM (this 'ADDENDUM') is made and entered into as of the\n_____ day of _____________, 1999 by and among RealSelect, Inc., a Delaware\ncorporation ('OPERATOR'), NetSelect, Inc., a Delaware corporation and the parent\ncompany of Operator that intends to change its name to HomeStore.com\n('HOMESTORE.COM') and _____________________________________ ('DATA CONTENT\nPROVIDER') as an addendum to the existing Data Content Provider Agreement\n('Agreement') previously executed by the parties.\n\n     1.  Definitions. As used in this Addendum, the following terms shall\n         -----------\nhave the meanings set forth herein, and shall be equally applicable to the\nsingular and plural forms. Any agreement referred to herein shall mean such\nagreement as amended, supplemented and modified from time to time to the extent\npermitted by the applicable provisions thereof. Capitalized terms used in this\nAddendum that are not otherwise defined herein will have the same meaning\nascribed to them as set forth in the Agreement.\n\n         (a)  'Common Stock' shall mean shares of Common Stock of\n     HomeStore.com.\n\n         (b)  'IPO' shall mean the initial registered public offering of\nCommon Stock of HomeStore.com.\n\n\n         (c)  'National Web Site' is defined as a web site offering a search\nof home listings in areas beyond a single MSA or the natural market that the\nData Content Provider covers.\n\n         (d)  'Transfer' shall mean (1) any offer, pledge, sale, contract to\nsell, sale of any option or contract to purchase, purchase any option or\ncontract to sell, grant any option, right or warrant to purchase, lend, or\notherwise transfer or dispose of, directly or indirectly, any shares of Common\nStock or any securities convertible into or exercisable or exchangeable for\nCommon Stock or (2) entering into any swap or other arrangement that transfers\nto another, in whole or in part, any of the economic consequences of ownership\nof the Common Stock, whether any such transaction described in clause (1) or (2)\nabove is to be settled by delivery of Common Stock or such other securities, in\ncash or otherwise. The foregoing sentence shall not apply to (i) transactions\nrelating to shares of Common Stock or other securities acquired in open market\ntransactions after the completion of the IPO or (ii) a bona fide gift or gifts,\nprovided that the donee or donees thereof agree in writing to be bound by the\nterms of this Agreement.\n\n     2.  Term. This Addendum is for a period of thirty-six (36) months after the\n         ----\nAgreement terminates in accordance with its terms. If the Agreement expires\nbefore this thirty-six (36) month period ends, then the Agreement shall be\nextended until this Addendum expires.\n\n     3.  Fees. Operator will pay to Data Content Provider the GREATER of: \n         ----\na) Listing Fee of one (1) dollar per NEW listing per year for residential single\nfamily homes (including condos and townhouses) OR b) Revenue Share of 10% of\nRevenue as defined in current Data Content Provider Agreement. The Listing Fee\nis paid for the new listings that are added to the MLS system and provided to\nREALTOR.COM. The Listing Fee will be paid on listings re-entered new into the\nMLS system by another brokerage but does not include listings that are re-\nentered new by the same brokerage. The Listing Fee excludes listings acquired by\nmerger or acquisitions entered into by Data Content Provider. (The same fee\nstructure applies for other property types upon request for other property types\nby Operator). Data Content Provider will receive payments on a quarterly basis\nin accordance with the Data Content Agreement.\n\n     4.  Warrant Vesting Program.\n         ------------------------\n\n         (a)  Operator shall establish a pool of 578,290 shares (adjustable\nproportionately for splits, combinations, dividends and the like) (the 'POOL')\nof Common Stock. Subject to the terms of this Section 4, Operator shall issue a\nwarrant (a 'WARRANT') to Data Content Provider to purchase shares of Common\nStock at the price to the public per share of Common Stock in the IPO.\n\n\n         (b)  Data Content Provider is allocated (the 'ALLOCATION') that portion\nof the Pool equal to the ratio of (1) \n\n \nthe number of residential single family home listings provided to REALTOR.com by\nData Content Provider to (2) 70 percent of the number of all residential single\nfamily home listings nationally, each determined as of September 30, 1998.\n\n         (c)  In the event that Data Content Provider elects Option #1 in\nSection 11 below, then Data Content Provider will receive at the closing date\n(the 'IPO CLOSING') of the IPO a Warrant to purchase the Allocation (the 'OPTION\n#1 WARRANT') at a per share exercise price equal to the price to the public per\nshare of Common Stock in the IPO.\n\n         (d)  In the event that Data Content Provider elects Option #2 in\nSection 11 below, then Data Content Provider will receive a Warrant to purchase\nthe Allocation (the 'OPTION #2 WARRANT'). The Option #2 Warrant shall be issued\nand dated as of the date that a duly executed copy of this Addendum has been\nreceived by Operator. The per share exercise price of the Option #2 Warrant\nshall be the average closing price of HomeStore.com's Common Stock during the\nten (10) most recent trading days prior to the date that this Amendment was\nreceived by Operator (or the average of all trading days if HomeStore.com's\nCommon Stock has been traded for less than ten (10) days).\n\n         (e)  If the aggregate number of residential single family home listings\nprovided to REALTOR.com by all Data Content Providers is greater than Seventy\nPercent (70.0%) of all residential single family home listings, each Data\nContent Provider's Allocation shall be reduced pro rata, based on the number of\nresidential single family home listings provided by each Data Content Provider,\nso that shares of Common Stock issuable upon exercise of all Warrants do not\nexceed the pool.\n\n     5.  Exercisability and Transfer Restrictions of Warrant.\n         --------------------------------------------------- \n\n         (a)  The Option #1 Warrant will be exercisable at any time after the\nclosing of the IPO until the forty-second month anniversary thereof and will\ncontain a 'net', or cashless, exercise provision. Data Content Provider agrees\nthat any shares of Common Stock of HomeStore.com that may be purchased upon\nexercise of the Option #1 Warrant shall be Transferred only in accordance with\nthe following restrictions: (i) No such shares may be Transferred within one\nhundred and eighty (180) days of the IPO; and (ii) the aggregate number of such\nshares Transferred thereafter shall not exceed (A) the number of ninety (90) day\nperiods that have elapsed since the restriction set forth in clause (i) above\nhas lapsed multiplied by (B) Eight and One-Third Percent (8 1\/3%).\n\n         (b)  The Option #2 Warrant will be exercisable at any time after the\ndate of issuance until the forty-second month anniversary of the issuance date\nof the Option #2 Warrant and will contain a 'net', or cashless, exercise\nprovision. Data Content Provider agrees that any shares of Common Stock of\nHomeStore.com that may be purchased upon exercise of the Option #2 Warrant shall\nbe Transferred only in accordance with the following restrictions: (i) No such\nshares may be Transferred within one hundred and eighty (180) days of the\nissuance date of the Option #2 Warrant; and (ii) the aggregate number of such\nshares Transferred thereafter shall not exceed (A) the number of ninety (90) day\nperiods that have elapsed since the restriction set forth in clause (i) above\nhas lapsed multiplied by (B) Eight and One-Third Percent (8 1\/3%).\n\n     6.  Preferred Partner.  Operator will become the preferred National Web\n         -----------------\nSite partner of the Data Content Provider. Data Content Provider may operate\ntheir own site and can have local partnership sites. If a local web site links\nto or provides Data Content Providers' listing information to another National\nWeb Site then Data Content Provider must terminate those relationships within\nsixty (60) days.\n\n     7.  Daily Updates. Data Content Provider agrees to make a reasonable effort\n         -------------\nto provide Operator daily data updates for REALTOR.COM.\n\n     8.  Promotion. Data Content Provider agrees to promote REALTOR.COM as its\n         ----------                                                           \npreferred Internet site to its membership.\n\n     9.  Compliance. Data Content Provider represents and warrants that it has\n         ----------\nfully complied with, and is currently complying with, its obligation in the\nAgreement not to directly or indirectly provide information similar to Licensed\nData to any person or entity other than Operator, if such information is to be\nused for the Electronic Display of Real Property Ads.\n\n     10.  Injunctive Relief. Each of the parties acknowledges that a breach of\n          -----------------\nSection 6 or Section 9 of this Addendum \n\n \nby Data Content Provider could cause irreparable harm and significant injury to\nOperator and HomeStore.com that would be difficult to ascertain and may not be\ncompensable by damages alone. Accordingly, the parties agree that, in addition\nto any and all legal remedies, such claims may be remedied by specific\nperformance, injunction or other appropriate equitable relief.\n\n     11.  All Other Items Remain the Same. Operator and Data Content Provider\n          -------------------------------\nagree that all other terms of the Data Content Provider Agreement remain the\nsame except those terms expressly modified in this Addendum.\n\n     12.  Election of Option by Data Content Provider. Data Content Provider,\n          -------------------------------------------\nafter reviewing the effect of each option, elects the following option :\n\n\n\nOption #1:         Option #2:          (Data Content Provider to check one)\n           ------             -------\n\nIN ORDER TO BE A VALID ELECTION, THIS AMENDMENT MUST BE (I) SIGNED BY DATA\nCONTENT PROVIDER, HOMESTORE.COM AND OPERATOR AND (II) IN THE CASE OF OPTION #1,\nRECEIVED BY OPERATOR WITHIN ONE DAY OF THE DATE THAT THE REGISTRATION STATEMENT\nRELATED TO THE IPO IS DECLARED EFFECTIVE BY THE SECURITIES AND EXCHANGE\nCOMMISSION OR, IN THE CASE OF OPTION #2, RECEIVED BY OPERATOR WITHIN ONE HUNDRED\nAND EIGHTY (180) DAYS AFTER THE CLOSING OF THE IPO.\n\nTHIS ADDENDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER\nTO BUY ANY WARRANTS OR COMMON STOCK IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO\nMAKE SUCH AN OFFER OR SOLICITATION, AND NO GRANT OF WARRANTS OR ISSUANCE OF\nCOMMON STOCK IS MADE HEREBY THAT IS IN VIOLATION OF THE SECURITIES OR 'BLUE SKY'\nLAWS OF ANY JURISDICTION\n\n     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date\nfirst written above.\n\n\nData Content Provider                    NetSelect, Inc.\n\n\n\nBy:                                      By:                                 \n    --------------------------------         --------------------------------\n                                                                             \nName:                                    Name:                               \n     -------------------------------          -------------------------------\n                                                                             \nTitle:                                   Title:                              \n      ------------------------------           ------------------------------ \n\n\n                                         RealSelect, Inc.\n\n\n                                         By:                                 \n                                             --------------------------------\n                                                                             \n                                         Name:                               \n                                              -------------------------------\n                                                                             \n                                         Title:\n                                               ------------------------------ \n\n\n                                         Accepted by RealSelect's Corporate \n                                         Office\n\n                                         By:\n                                            ---------------------------------\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7788],"corporate_contracts_industries":[9486],"corporate_contracts_types":[9613,9620],"class_list":["post-42724","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-homestorecom-inc","corporate_contracts_industries-real__agents","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42724","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42724"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42724"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42724"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42724"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}