1. Who these Terms are between, and what they cover

These Agent Microsite Terms and Conditions (the “Microsite Terms“) are a binding agreement between you, the individual real estate licensee who activates a Microsite (“you” or “Agent“), and E-Systematic LLC, operating the ListaCRM platform (“Lista“, “we“, “us“).

A “Microsite” is the agent-branded public website that Lista provisions, hosts, and serves on your behalf, including any custom domain or subdomain pointed at it, the profile and content you publish on it, any property listing content displayed through it, and any lead-capture, search, or saved-search functionality it exposes to the public.

You must accept these Microsite Terms before your Microsite can go live. They apply for as long as your Microsite is active and, where stated, after it is deactivated.

1.1 Lista is a technology provider, not a broker

Lista is a software company. Lista is not a real estate broker, is not a party to any real estate transaction, does not represent any buyer or seller, does not provide real estate, legal, tax, appraisal, mortgage, or investment advice, and does not receive or hold transaction funds. Your Microsite is a marketing and client-management tool operated by you, under your license and under the supervision of your broker. All professional obligations arising from your license, your brokerage relationship, and applicable real estate law remain yours.

1.2 How these Terms fit with Lista’s other agreements

These Microsite Terms sit alongside the following, each of which may also apply to you:

• the Platform Terms of Service, which govern general use of Lista’s public-facing surfaces;
• the Privacy Policy, which describes how Lista handles personal data it collects directly from consumers and leads;
• the Website Notices (Cookie Notice, MLS/IDX Consumer Disclosure Block, Fair Housing Statement, DMCA Notice, and Accessibility Statement), which are displayed on your Microsite and are not separately accepted;
• the Master Subscription Agreement and the applicable Order Form, if you or your brokerage pay for a ListaCRM subscription; and
• the applicable broker IDX authorization — either the Broker IDX Authorization and Attestation (Long Form) executed by a subscribing brokerage, or the Sponsoring Broker Authorization (“Broker-Lite”) executed for you individually — where IDX display is enabled.

If these Microsite Terms conflict with the Master Subscription Agreement on a commercial matter such as fees, subscription term, or service levels, the Master Subscription Agreement controls. If they conflict with the IDX Data License and Display Services Agreement on the mechanics of IDX display, that agreement controls. On matters specific to the operation and content of your Microsite, these Microsite Terms control.

2. Eligibility and prerequisites for activation

You may activate a Microsite only if all of the following are true, and you represent that they are true each time you use your Microsite:

• you hold an active real estate license in good standing in the jurisdiction in which you advertise, and you have provided Lista with accurate license details;
• you are affiliated with a licensed brokerage, and your broker of record permits you to operate an agent-branded website of this kind;
• your use of the Microsite complies with your brokerage’s own advertising, branding, and supervision policies; and
• you are at least 18 years old and able to enter into a binding contract.

2.1 IDX display is separately gated

Registration and use of core ListaCRM features — CRM, pipeline, and Microsite publishing — are available nationwide. Display of IDX listing data on your Microsite is a separate, additional capability that unlocks only when Lista has verified, as an explicit check and not an assumption, that:

• you are an active participant or subscriber in good standing of Stellar MLS in Florida; and
• a valid broker IDX authorization covering you — the Long Form executed by your subscribing brokerage, or a Broker-Lite authorization executed by your sponsoring broker — is on file and has not been revoked or suspended.

Until both conditions are satisfied, IDX listing display and IDX-dependent features will not be enabled on your Microsite, and you must not attempt to publish MLS-sourced listing content by any other means. If either condition later fails, IDX display is withdrawn automatically as described in Section 9.

3. Activating and operating your Microsite

On activation, Lista provisions your Microsite, applies the template and branding options you select, and connects it to your ListaCRM account. You are responsible for keeping your account credentials secure and for all activity that occurs under your account. Tell us promptly at [security@listacrm.com] if you believe your account has been compromised.

You may customise the presentation of your Microsite using the options Lista makes available. You may not, however, modify, hide, restyle into illegibility, reposition out of view, or otherwise defeat any compliance element that Lista renders on your Microsite, including the IDX Consumer Disclosure Block, brokerage identification and attribution, the data-currency timestamp, the Fair Housing Statement, the accessibility statement, cookie consent, or links to Lista’s legal pages. These elements are served by Lista and are not overridable by template customisation. Attempting to circumvent them is a material breach of these Microsite Terms.

If you connect a custom domain, you are responsible for the domain registration, for its lawful use, and for not choosing a domain that misrepresents your brokerage affiliation, implies you are a brokerage or an MLS, or infringes anyone’s trademark.

4. Your content, and who is responsible for it

“Agent Content” means everything you publish, upload, submit, or cause to be displayed on your Microsite: your biography and photograph, team and brokerage information, listing descriptions and media you author, blog posts and market commentary, neighbourhood pages, testimonials, videos, logos, and any other material that is not supplied by Lista or delivered through the IDX feed.

You are solely responsible for all Agent Content. You represent and warrant that, for every item of Agent Content you publish:

• you own it or have all rights and permissions necessary to publish it and to grant the licence in Section 4.1, including rights to photographs, floor plans, video, drone footage, music, and copy prepared by third parties;
• it is accurate and not misleading, including any claim about a property, a transaction, your production or sales results, your credentials, designations, or awards;
• it complies with all applicable real estate advertising and licence-disclosure rules, your brokerage’s policies, and the rules of any MLS in which you participate; and
• it does not infringe, misappropriate, or violate any third party’s intellectual property, privacy, or publicity rights.

4.1 Licence you grant to Lista

You retain ownership of your Agent Content. You grant Lista a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, cache, reformat, resize, transmit, and publicly display Agent Content solely as necessary to operate, secure, back up, and support your Microsite and the ListaCRM services, and to comply with law. This licence ends when the Agent Content is deleted or the Microsite is deactivated, except for copies retained in routine backups and as required for legal or regulatory purposes.

4.2 Testimonials, client photographs, and identifiable people

If you publish a testimonial, a client photograph, a transaction story, or any other material that identifies a real person, you must have that person’s permission to do so, and you must be able to produce evidence of that permission on request. Lista does not obtain these permissions for you. Do not publish a client’s name, image, address, or transaction details without their consent, and remove the material promptly if consent is withdrawn.

Product note (not published copy): the handoff records that a consent-capture step at the point of testimonial upload is not currently built and is not required by the document as drafted. Section 4.2 is written so that the obligation sits squarely with the Agent, which keeps the current build compliant. If the optional consent checkbox or upload step is later added to the microsite editor, this section can be tightened to reference it directly.

4.3 Prohibited content and conduct

You must not publish, and must not use your Microsite to distribute or facilitate, any of the following:

• content that discriminates against, expresses a preference or limitation regarding, or steers any person on the basis of race, colour, religion, sex, sexual orientation, gender identity, familial status, national origin, disability, or any other characteristic protected by the Fair Housing Act or applicable state or local law — including in listing descriptions, neighbourhood copy, imagery, and audience targeting;
• content that is unlawful, defamatory, harassing, obscene, or deceptive, or that impersonates another agent, brokerage, or Lista;
• listing content you are not authorised to display, MLS data obtained outside the authorised IDX feed, or data scraped from another site;
• malware, tracking or code injection beyond the customisation Lista supports, or anything that interferes with the security or performance of the platform;
• unsolicited commercial messaging sent in violation of applicable telemarketing, anti-spam, or do-not-call rules; or
• content that violates the terms of any third-party service integrated with your Microsite.

5. Fair housing and advertising compliance

Lista supports equal housing opportunity, and your Microsite displays a Fair Housing Statement that you may not remove. You are responsible for ensuring that your marketing — on your Microsite and elsewhere — complies with fair housing law. Lista’s features that assist you in prioritising your own contacts, including Buyer Match and Lead Score, are decision-support tools intended to assist a licensed professional’s judgement. They are not designed or permitted to be used to filter, exclude, rank, or steer consumers on the basis of a protected characteristic, and you must not attempt to use them that way. A human remains responsible for every decision about how you serve a client.

6. IDX listing data on your Microsite

Where IDX display is enabled, listing data is delivered to your Microsite through MLS Grid from Stellar MLS and is displayed subject to the rules of Stellar MLS, the IDX Data License and Display Services Agreement, and the broker authorization that covers you. You acknowledge and agree that:

• IDX listing content is licensed, not owned by you, and may be used only for the display permitted by the applicable MLS rules — you may not copy, redistribute, resell, scrape, syndicate, or use it to build a separate database;
• Lista refreshes the feed at least every twelve (12) hours and displays a data-currency timestamp reflecting the actual last refresh; listing information may not be current at the moment a consumer views it, and is not verified by Lista;
• listings that are withheld, withdrawn, or otherwise excluded from IDX display at the direction of the listing broker or the MLS will not appear, and when a consumer applies search filters your Microsite will disclose that some IDX listings may be excluded;
• brokerage attribution and the IDX Consumer Disclosure Block must remain visible exactly as served; and
• if Stellar MLS, MLS Grid, or a listing broker requires removal or correction of any listing content, Lista will act on that instruction without prior notice to you.

7. Leads, consumer data, and privacy

Your Microsite collects personal information from consumers — inquiry forms, saved searches, account registrations, and analytics. That information is handled as described in Lista’s Privacy Policy, which is linked from every page of your Microsite and cross-linked from the cookie consent banner.

As between you and Lista, lead and contact records associated with your account are your data, and Lista processes them on your behalf and on behalf of your brokerage where applicable. You must:

• use lead and consumer data only for legitimate real estate purposes connected to your practice, and not sell or transfer it to a third party without a lawful basis and any required consent;
• honour consumer opt-outs and unsubscribe requests, and comply with applicable telephone, text, and email marketing rules for any outreach you send using data captured through your Microsite;
• cooperate promptly with Lista if a consumer submits a privacy rights request — access, correction, deletion, or portability — or objects to being scored by an automated feature such as Buyer Match or Lead Score; and
• not attempt to re-identify, enrich, or combine consumer data in a way that a consumer would not reasonably expect from the disclosures made to them.

Where Lista processes data on behalf of a brokerage customer, the Data Protection Addendum governs that processing.

8. Lista’s monitoring and takedown rights

Lista may, but is not obligated to, review, screen, or monitor Agent Content. Lista does not pre-approve Microsite content, and the absence of action by Lista is not an endorsement or a determination that content is compliant.

Lista may remove, disable, unpublish, or restrict access to any Agent Content, or to your Microsite as a whole, at any time and without prior notice, where Lista reasonably believes that:

• the content or the Microsite violates these Microsite Terms, applicable law, MLS rules, or a third party’s rights;
• removal is required or requested by Stellar MLS, MLS Grid, a listing broker, your broker of record, a regulator, or a valid legal process;
• Lista has received a DMCA notice or another credible infringement complaint (handled under the DMCA Notice in Lista’s Website Notices); or
• continued display presents a security, fair housing, or reputational risk that warrants immediate action.

Where practical, Lista will notify you of a removal or restriction and, where the issue is curable, give you an opportunity to correct it. Lista will notify you through the ListaCRM in-product notification surface and the email address on your account.

9. Suspension and deactivation of your Microsite

Your Microsite may be suspended or deactivated for any of the following independent reasons. Each is a separate trigger, and any one of them is sufficient on its own.

Product note (not published copy): Section 9 is written so that brokerage-initiated suspension is expressed as its own discrete trigger, separate from the billing and IDX cascades, matching the handoff’s requirement that it exist as a distinct case in the microsite provisioning state machine. Confirm the state machine models it that way before this text is published.

10. Term, termination, and content export

These Microsite Terms start when you accept them and continue until your Microsite is deactivated. You may deactivate your Microsite at any time from your account settings, or by contacting Lista. Deactivation of a Microsite does not by itself cancel a paid subscription; cancellation is governed by the Billing, Cancellation and Refund Policy and the Master Subscription Agreement.

Lista may terminate these Microsite Terms and deactivate your Microsite on notice if you materially breach them and do not cure the breach within [fifteen (15)] days, or immediately where the breach is not curable or where immediate action is required by law, by MLS rules, or to protect consumers or the platform.

Content export window. For thirty (30) days after your Microsite is deactivated, Lista will keep your Agent Content available for export and will provide a mechanism for you to download it. After that window, Lista may permanently delete Agent Content associated with the deactivated Microsite, subject to routine backup retention and any longer retention required by law or by the Master Subscription Agreement for other categories of data such as contact and transaction records. IDX listing content is not exportable and is deleted on deactivation.

11. Intellectual property

Lista owns the ListaCRM platform, its templates, software, and marks. You receive no rights in them other than the limited right to operate your Microsite while these Microsite Terms are in effect. You may not remove Lista’s attribution where it is displayed, reverse engineer the platform, or use Lista’s name or logo in a way that suggests Lista is a broker, a party to a transaction, or an endorser of your services. You grant Lista permission to display your name, photograph, brokerage name, and Microsite URL as necessary to operate the Microsite.

12. Disclaimers

The Microsite is provided on an “as is” and “as available” basis. To the maximum extent permitted by law, Lista disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing or trade usage. Lista does not warrant that the Microsite will be uninterrupted or error-free, that listing data will be accurate, complete, or current, or that your Microsite will generate leads, transactions, or revenue. Lista does not verify listing information, and does not review Agent Content for legal or regulatory compliance.

Any service-level commitment applicable to you is set out in the Master Subscription Agreement, and applies only where you or your brokerage hold a paid subscription. Features identified as beta or pre-release are governed by the Beta Participation Agreement and carry no warranty or service-level commitment.

13. Limitation of liability

To the maximum extent permitted by law, Lista will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost commissions, lost business, lost goodwill, or loss of data, arising out of or relating to your Microsite, however caused and on any theory of liability.

Lista’s total aggregate liability arising out of or relating to these Microsite Terms will not exceed [the greater of the amounts paid by you or on your behalf to Lista for the subscription covering your Microsite in the twelve (12) months preceding the event giving rise to the claim, or one hundred United States dollars (USD 100)].

These limits apply even if a limited remedy fails of its essential purpose, and do not limit liability that cannot be limited under applicable law.

14. Indemnification

You will defend, indemnify, and hold harmless Lista and its officers, employees, and agents from and against any third-party claim, demand, action, or proceeding, and any resulting losses, damages, liabilities, settlements, and reasonable legal fees, arising out of or relating to: (a) your Agent Content; (b) your use of the Microsite; (c) your real estate services and any transaction or client relationship; (d) your breach of these Microsite Terms or of applicable law, including fair housing, advertising, licensing, privacy, and anti-spam law; or (e) your violation of MLS rules or of a third party’s intellectual property, privacy, or publicity rights.

15. Changes to these Terms

Lista may update these Microsite Terms. Lista will post the updated version with a new version number and effective date and, for material changes, will give at least [thirty (30)] days’ notice by email and in product before the change takes effect. Continued operation of your Microsite after the effective date constitutes acceptance of the updated version. Lista may require you to re-accept a materially changed version through the same clickwrap mechanism, and may restrict Microsite publishing until you do. Lista maintains a record of each version you have accepted, together with the date, time, and IP address of acceptance.

16. General

Independent parties. You and Lista are independent contractors. Nothing in these Microsite Terms creates a partnership, joint venture, employment, agency, or brokerage relationship.

Notices. Lista may give notice to you by email to the address on your account or by in-product notification. You may give notice to Lista at [legal@listacrm.com] and [E-Systematic LLC, mailing address].

Assignment. You may not assign these Microsite Terms without Lista’s written consent. Lista may assign them in connection with a merger, acquisition, or sale of assets.

Governing law and disputes. These Microsite Terms are governed by the laws of the State of [Florida], without regard to conflict-of-law rules. [Dispute resolution provision — arbitration clause, class-action waiver, venue, and jury-trial waiver to be aligned with the Platform Terms of Service so the two are consistent.]

Severability and waiver. If any provision is held unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver of it.

Entire agreement. These Microsite Terms, together with the agreements referenced in Section 1.2, are the entire agreement between you and Lista regarding your Microsite and supersede any prior understanding on that subject.

Survival. Sections 4.1 (licence), 7 (leads and privacy), 10 (export), 11 (intellectual property), 12 (disclaimers), 13 (limitation of liability), 14 (indemnification), and 16 (general) survive termination.

17. Acceptance

Suggested checkbox copy for the microsite activation screen:

☐  I have read and agree to the Agent Microsite Terms and Conditions (version [1.0]). I confirm that I hold an active real estate license, that my broker of record permits me to operate this Microsite, and that I am responsible for the content I publish on it.

Lista records the document version, the date and time of acceptance, and the IP address from which acceptance was submitted. This record is retained for the life of the account and for [X] years afterwards, and may be produced as evidence of acceptance.

Open items for legal review — Agent Microsite Terms

1. Cure period in Section 10 — currently [15] days. Should align with the cure and termination-notice periods used in the Broker IDX Authorization (Article 8.2: 15-day cure, 30-day termination notice) and with the subscription grace period once finalised.
2. Liability cap in Section 13 — the fallback floor and the look-back period need confirming, particularly for agents whose Microsite is paid for by a brokerage rather than by them.
3. Dispute resolution in Section 16 — deliberately left as a placeholder so it can be drafted once and mirrored across the Platform ToS, MSA, and these Terms rather than diverging.
4. Notice period for changes in Section 15 — currently [30] days; confirm whether re-acceptance should be forced for material changes or only prompted.
5. Acceptance-record retention period in Section 17 — needs a number, and should match the retention assumed by the chargeback-evidence commitment in the Billing Policy.
6. Confirm whether the brokerage-initiated suspension trigger in Section 9 exists as a discrete case in the provisioning state machine before publishing that table.