Sub-Lease/License Terms – v. 2.04.20 YES MLS, OH
Page 2 of 4 Rev. 03.05.20
SHALL NOT BE SUBJECT TO ANY SETOFF, CLAIM OR DEFENSE FOR ANY REASON, INCLUDING ANY CLAIMS
KEYHOLDER MAY HAVE RELATING TO PERFORMANCE OR FOR LOSS OR DAMAGE OF OR TO THE SERVICE OR THE
EQUIPMENT OR ANY REPLACEMENTS.
5. TITLE AND USE The Service, including all its components, and the Equipment (except iBoxes), are and shall at all times
remain the property of Supra. All additions and upgrades to the Software shall become part of the Software and shall, without
further act, become the property of Supra. The Software and all applicable rights in patents, copyrights, trade secrets, and
trademarks, are and shall at all times remain the property of Supra.
6. RISK OF LOSS; RETURN OF EQUIPMENT
a. No loss, damage or destruction to the Equipment shall relieve Keyholder of any obligation under this Agreement, except
to the extent any such loss, damage or destruction is directly caused by the negligence of Organization. Replacements may be
b. At the expiration of the Term, Keyholder, at Keyholder’s expense and risk, shall immediately return or cause the return to
Organization to such location as Organization shall specify, all Software and any components included within the Service that have
been leased or licensed to Keyholder pursuant to this Agreement. The components used in connection with the Service shall be
returned in good condition, repair and working order, ordinary wear and tear excepted.
7. REPRESENTATIONS AND COVENANTS Keyholder covenants and agrees:
a. If Keyholder misuses the Service or any component thereof, including without limitation, use of the Service in violation of
the User Guide, and a third party brings an action against Organization and/or Supra relating to such misuse, Keyholder agrees to
indemnify, defend and hold harmless Organization and/or Supra, and their respective directors, officers, agents, representatives,
employees, successors and assigns, from and against any and all claims, demands, actions, losses, damages, injuries, obligations,
liabilities and costs and expenses of every kind or nature (including reasonable attorneys’ fees, whether incurred at the trial or
appellate level, in an arbitration proceeding, in bankruptcy, including without limitation, any adversary proceeding, contested matter
or motion or otherwise) incurred by Organization and/or Supra in such proceeding.
b. That neither Organization nor Supra shall be liable for any compensatory, indirect, incidental, consequential,
punitive, reliance or special damages, including, without limitation, damages for lost profits, advantage, savings or
revenues of any kind or increased cost of operations, arising out of the use or inability to use the Service for any purpose
whatsoever whether or not Keyholder has been advised of the possibility of such damages.
c. That Keyholder will not (i) use or gain access to the source code for the Software; (ii) alter, reproduce, modify, adapt,
translate, reverse engineer, de-compile, disassemble or prepare derivative works based upon the Software; or (iii) provide or
otherwise make available the Software or any part or copies thereof to any third party.
d. To provide Organization and Supra with written notice of any legal proceeding or arbitration in which Keyholder is named
as a defendant and that alleges defects in the Equipment within five (5) days after Keyholder receives written notice of such action.
The obligations set forth in this Section shall survive termination of this Agreement.
a. Each of the following events shall be an Event of Default by Keyholder under this Agreement: (i) Keyholder’s failure to
pay, for any reason, any amount required under this Agreement within fifteen (15) days after the date that such payment is due; or
(ii) the commencement of either an involuntary or voluntary action under any bankruptcy, insolvency or other similar law of the
United States of America or any state thereof or of any other country or jurisdiction with respect to Keyholder; provided, however,
that the commencement of any involuntary case or proceeding will not be an Event of Default under this Agreement if such case or
proceeding is dismissed within sixty (60) days after it was commenced.
b. An Event of Default by Organization under this Agreement will occur upon the termination for any reason of the Master
9. RIGHTS AND REMEDIES
a. Upon the occurrence of an Event of Default by Keyholder, Organization may, at its sole option and without limitation or
election as to other remedies available under this Agreement or at law or in equity, exercise one or more of the following remedies:
(i) terminate this Agreement and demand the return of any Equipment and Software to Organization; (ii) terminate one or both of
Keyholder’s sub-licenses to use the Network and to use the Software; (iii) direct Supra to deactivate Keyholder’s access to the
Service or any component of the Service; (iv) bill the Keyholder for any outstanding amounts owed under this Agreement, including
any applicable liquidated damages for the failure to return the Equipment; and/or (v) take any and all actions necessary to collect all
amounts currently due and owing under this Agreement, including any and all costs and expenses of every kind or nature (including
reasonable attorneys’ fees, whether incurred at the trial or appellate level, in an arbitration proceeding, or in bankruptcy, including
any adversary proceeding, contested matter or motion, or otherwise) incurred by Organization in connection with the exercise of its
rights and remedies under this Agreement.
b. Upon the occurrence of an Event of Default by Organization or termination of this Agreement, all of Keyholder’s
obligations under this Agreement shall terminate, except that Keyholder shall be required to return the Equipment and Software to
Organization and to pay Organization any outstanding amounts owed under this Agreement, including any damages for the failure
to return the Equipment and Software.
c. If Organization deactivates the Service because of a default by Keyholder under this Agreement, but does not otherwise
terminate this Agreement, Keyholder will be entitled to seek to have the Service reactivated. In order to so, Keyholder shall be
required to cure any and all existing defaults, and to pay any and all outstanding amounts owed under this Agreement and the
reasonable costs and attorneys’ fees incurred by Organization in connection with collecting under this Agreement. After
confirmation of the curing of such defaults and the receipt of payment of such amounts, Organization shall direct Supra to reactivate
the Equipment within twenty-four (24) hours.
d. In the event that Organization institutes any action for the collection of amounts due and payable hereunder, Keyholder
shall pay, in addition to the amounts due and payable under this Agreement, all reasonable costs and attorneys fees incurred by