This Master Subscription Agreement (the “Agreement“) is entered into between E-Systematic LLC, operating the ListaCRM platform (“Lista“), and the individual or entity identified on an Order Form (“Customer“, “you“). It governs your purchase and use of the ListaCRM subscription services.
The Agreement consists of: these terms; each Order Form you accept; the Data Protection Addendum; the Billing, Cancellation and Refund Policy; and any other document expressly incorporated by reference. Where a conflict arises, the order of precedence is: (1) a signed Order Form, for the commercial terms it states; (2) the Data Protection Addendum, for the processing of personal data; (3) the IDX Data License and Display Services Agreement, for the mechanics of IDX display; and (4) this Agreement for everything else.
You accept this Agreement by checking the acceptance box presented at Order Form acceptance, by signing an Order Form, or by accessing or using the Services. If you accept on behalf of an entity, you represent that you have authority to bind that entity, and “Customer” means that entity.
Subject to this Agreement and payment of the applicable fees, Lista grants you a non-exclusive, non-transferable, non-sublicensable right, during the Subscription Term, to access and use the Services for your internal business purposes as a real estate professional, up to the tier, seat count, and usage limits stated on your Order Form.
Subscriptions are sold in tiers — Solo Agent, Team, and Brokerage — each with the feature set, seat allowance, and limits described on the Order Form and in Lista’s then-current published plan documentation. Adding seats or upgrading a tier takes effect immediately and is charged on a prorated basis for the remainder of the current billing period. Reducing seats or downgrading a tier takes effect at the start of the next billing period and does not generate a refund for the current period.
Registration for and use of core Services — CRM, pipeline, and Microsite features — is available to real estate professionals nationwide. IDX display features are available only to agents and brokerages verified as active participants of Stellar MLS in Florida, and only where a valid broker IDX authorization is on file. Lista applies this as an explicit verification check. Nothing on your Order Form entitles you to IDX display unless and until that verification succeeds, and fees are not reduced or refunded because IDX display is unavailable to you for that reason.
You will not, and will not permit any Authorized User or third party to: resell, sublicense, or provide the Services to a third party except as expressly permitted for your Authorized Users; use the Services to build a competing product; reverse engineer, decompile, or attempt to derive source code; circumvent usage limits, seat limits, or access controls; scrape, harvest, or bulk-extract IDX Content or any data other than your own Customer Data through the export tools Lista provides; introduce malicious code; or use the Services in violation of law, MLS rules, fair housing law, or applicable marketing and anti-spam rules.
Where IDX display is enabled, IDX Content is delivered exclusively through MLS Grid and is licensed, not sold. Your use of IDX Content is governed by the IDX Data License and Display Services Agreement and by the broker authorization applicable to you, which control over this Agreement on anything touching display mechanics. IDX Content remains the property of the applicable listing brokers and the MLS. Lista does not warrant the accuracy, completeness, or currency of IDX Content, and may suspend or remove IDX display at any time where required by Stellar MLS, MLS Grid, a listing broker, or applicable law. Loss of a broker authorization suspends IDX display for the affected agents or brokerage without affecting your obligation to pay subscription fees.
You will pay the fees stated on your Order Form. Fees are billed in advance on the frequency stated (monthly or annual) and are charged automatically to the payment method on file. Payment processing is handled by Stripe; by providing a payment method you authorise Lista and its payment processor to charge it for all fees due under your Order Form, including renewals, prorated upgrades, and applicable taxes. Except as expressly stated in the Billing, Cancellation and Refund Policy or required by law, fees are non-refundable and payments are not creditable against future periods.
Fees exclude taxes. You are responsible for all sales, use, VAT, and similar taxes, excluding taxes on Lista’s income.
Each Subscription Term renews automatically for a further term of the same length at Lista’s then-current rates for your tier, unless you cancel before the end of the current term. Lista will give at least [thirty (30)] days’ notice before any price increase takes effect on renewal. Cancellation is self-service and takes effect at the end of the current billing period; you retain access until then.
Where Lista offers a free trial, the trial converts automatically to a paid subscription at the disclosed rate at the end of the trial period unless you cancel first. Lista will send a reminder at least seven (7) days before the trial converts, stating the conversion date and the rate that will apply. Cancelling during a trial is at least as easy as starting one, and is available self-service from your account settings.
If a payment fails or an invoice is not paid when due, Lista will attempt to notify you and to retry the payment method on file. A grace period of [X] days applies from the missed payment cycle. If the amount remains unpaid at the end of the grace period, Lista may suspend the affected subscription and place it in a suspended state: public-facing Microsites are taken offline, IDX display stops, and Authorized User access is restricted. Customer Data is retained during suspension and access is restored on payment in full. Lista may also charge interest on overdue amounts at [1.5% per month or the maximum permitted by law, whichever is lower] and recover reasonable costs of collection.
Open item — must be resolved before publication. The handoff records a 5-day past-due suspension trigger in the MSA, a grace period in the Billing Policy whose exact day count is still being finalised, and a 15-day cure window in the Broker IDX Authorization (Article 8.2). All three must state the same number, and that number must be the one implemented in the subscription SUSPENDED-state logic. Section 6.5 is written with [X] so a single agreed figure can be dropped into all three documents and the code at the same time.
If you dispute a charge, contact Lista at [billing@listacrm.com] before initiating a chargeback so the issue can be resolved directly. Lista retains, and may submit to a card network or payment processor as evidence in a dispute, records of your acceptance of this Agreement and the applicable Order Form (including document version, date, time, and IP address), your subscription and usage records, and the communications history associated with your account.
Term. This Agreement starts when you first accept it and continues until all Order Forms under it have expired or been terminated.
Termination for convenience. You may cancel a subscription at any time, effective at the end of the current billing period, through the self-service cancellation flow.
Termination for cause. Either party may terminate this Agreement or an affected Order Form if the other materially breaches it and fails to cure within [thirty (30)] days of written notice, or immediately if the other party becomes insolvent or subject to bankruptcy proceedings.
Suspension or termination by Lista. Lista may suspend or terminate for non-payment as described in Section 6.5, and may suspend immediately, with notice as soon as practicable, where your use presents a security risk, violates law or MLS rules, or exposes Lista or a third party to liability.
Effect of termination. On termination, your right to access the Services ends, IDX display stops, and Microsites are taken offline. Fees accrued before termination remain payable. Where you terminate for Lista’s uncured material breach, Lista will refund prepaid fees for the unused remainder of the Subscription Term.
Ownership. As between the parties, you own all right, title, and interest in Customer Data. Lista obtains no rights in Customer Data other than the limited rights needed to provide, secure, support, and improve the Services and to comply with law. Lista may use aggregated and de-identified data that does not identify you, any Authorized User, or any consumer, for analytics and service improvement.
Export during the Subscription Term. Lista provides self-service export tooling that lets you extract Customer Data in a structured, machine-readable format at any time while your subscription is active.
Post-termination export window. For fourteen (14) days after termination or expiry, Lista will retain Customer Data and make the self-service export tooling available so you can retrieve it. This window applies regardless of the reason for termination, including termination for non-payment, provided any outstanding fees have been paid.
Deletion. After the 14-day window, Lista may permanently delete Customer Data. Residual copies may persist in routine backups for [90] days and are deleted on the ordinary backup rotation. Lista may retain records it is required to keep by law, and acceptance and billing records as described in Section 6.6.
Note: Agent Content on a deactivated Microsite has a separate 30-day export window under the Agent Microsite Terms. Where both apply, the longer period governs the content it covers.
Each party may receive the other’s confidential information. The receiving party will use it only to perform under this Agreement, will protect it with at least reasonable care, and will not disclose it except to personnel and advisers who need it and are bound by confidentiality obligations. These obligations do not apply to information that is public through no fault of the receiving party, independently developed, or lawfully received from a third party. A party may disclose confidential information where legally compelled, after giving reasonable notice where permitted.
Where Lista processes personal data on your behalf — your client, lead, and contact records — it does so as a processor under the Data Protection Addendum, which is incorporated into this Agreement and is accepted together with it for Growth-tier and Brokerage-tier subscriptions. The Data Protection Addendum sets out Lista’s security measures, its subprocessor list, and its commitment to notify you of a personal data breach affecting your data within 72 hours of becoming aware of it. Lista’s own collection of personal data directly from consumers is described in the Privacy Policy.
Lista maintains administrative, technical, and organisational security measures appropriate to the risk, including encryption in transit and at rest, access controls, logging, and regular backups with periodic restoration testing, as further described in the Data Protection Addendum. The current hosting infrastructure and subprocessor list are stated in Annex III of the Data Protection Addendum, which is the single source of truth for Lista’s subprocessors and is kept current as infrastructure changes.
Open item: the handoff records that the legal documents currently name Microsoft Azure while the actual launch platform is Hetzner, with an Azure migration planned post-pilot. This Agreement deliberately does not name a hosting vendor and points to Annex III instead, so that only one document has to be updated when the migration happens. Confirm counsel is comfortable with that approach, and that the Privacy Policy and DPA are corrected before launch.
Lista will use commercially reasonable efforts to make the Services available [99.5%] of the time each calendar month, excluding scheduled maintenance for which Lista gives advance notice, emergency maintenance, force majeure events, failures of third-party services outside Lista’s control (including MLS Grid and the MLS data source), and issues caused by your systems, network, or misuse of the Services.
Support is provided through [support@listacrm.com] and the in-product support surface, during [business hours, timezone], with target response times by severity as set out in Lista’s then-current support policy or on your Order Form. Service-level commitments do not apply to Beta Features.
Lista may make Beta Features available. Beta Features are clearly identified as such in the product. Beta Features are governed by the Beta Participation Agreement and not by this Agreement’s warranty, support, service-level, or indemnity provisions. They are provided “as is”, may be changed or discontinued at any time, may contain defects, and should not be relied on for business-critical activity. Where you access a Beta Feature, the Beta Participation Agreement’s terms — including its 60-day term and its confidentiality and feedback provisions — apply to that access. Lista may withdraw access to a Beta Feature at any time without liability.
Where a Beta Feature touches IDX display, access is available only after the underlying broker IDX authorization applicable to you has cleared.
Mutual. Each party warrants that it has the authority to enter into this Agreement.
Lista. Lista warrants that it will provide the Services in a professional and workmanlike manner and in material conformity with its published documentation. Your exclusive remedy for a breach of this warranty is for Lista to correct the non-conformity or, if it cannot do so within a reasonable time, to terminate the affected subscription and refund prepaid fees for the unused remainder of the Subscription Term.
Disclaimer. Except as expressly stated, the Services are provided “as is” and “as available”, and Lista disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, accuracy, and any warranty arising from course of dealing or trade usage. Lista does not warrant that the Services will be uninterrupted or error-free, that IDX Content will be accurate, complete, or current, or that use of the Services will produce leads, transactions, or revenue. Lista is a technology provider and not a real estate broker, and provides no real estate, legal, tax, appraisal, mortgage, or investment advice.
By Lista. Lista will defend you against any third-party claim that the Services, as provided by Lista and used in accordance with this Agreement, infringe that third party’s United States patent, copyright, or trademark, and will pay damages finally awarded or amounts agreed in settlement. This obligation does not apply to claims arising from Customer Data, Agent Content, IDX Content, Beta Features, use of the Services in combination with anything not supplied by Lista, or use in breach of this Agreement. If the Services become, or in Lista’s opinion are likely to become, the subject of such a claim, Lista may procure the right to continue use, modify or replace the affected functionality, or terminate the affected subscription and refund prepaid unused fees.
By Customer. You will defend Lista against any third-party claim arising from Customer Data, Agent Content, your real estate services and client relationships, your breach of this Agreement, or your violation of law or MLS rules — including fair housing, real estate advertising, licensing, privacy, and anti-spam law — and will pay damages finally awarded or amounts agreed in settlement.
Procedure. The indemnified party must give prompt written notice of the claim, give the indemnifying party sole control of the defence and settlement (provided no settlement admits liability or imposes an obligation on the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party’s expense.
To the maximum extent permitted by law, neither party will be liable for 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 this Agreement, however caused and on any theory of liability, even if advised of the possibility.
Each party’s total aggregate liability arising out of or relating to this Agreement will not exceed the total fees paid or payable by you to Lista under the applicable Order Form in the twelve (12) months preceding the event giving rise to the claim.
These limits do not apply to: your payment obligations; either party’s indemnification obligations under Section 14; your breach of Section 3.4 (restrictions); or liability that cannot be limited under applicable law. These limits apply even if a limited remedy fails of its essential purpose.
Changes to the Services and to this Agreement. Lista may modify the Services, provided it does not materially reduce the core functionality of your tier during a paid Subscription Term. Lista may update this Agreement by posting a new version with a new version number and effective date; for material changes, Lista will give at least [thirty (30)] days’ notice by email and in product, and the change takes effect for you on your next renewal, or on the stated effective date for month-to-month subscriptions. Continued use after the effective date constitutes acceptance.
Publicity. [Lista may identify you as a customer and use your name and logo on its website and in marketing materials, subject to your reasonable brand guidelines. You may opt out at any time by notifying Lista at [marketing@listacrm.com].]
Feedback. If you give Lista suggestions or feedback, Lista may use them without restriction or obligation.
Notices. Notices to you are given by email to the address on your account or by in-product notification. Notices to Lista must be sent to [legal@listacrm.com] and [E-Systematic LLC, mailing address].
Assignment. Neither party may assign this Agreement without the other’s written consent, except that either party may assign it in full in connection with a merger, acquisition, or sale of substantially all assets, on notice to the other.
Force majeure. Neither party is liable for a failure to perform (other than a payment obligation) caused by an event beyond its reasonable control.
Independent contractors. The parties are independent contractors. No partnership, joint venture, employment, agency, or brokerage relationship is created.
Governing law and disputes. This Agreement is 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 and the Agent Microsite Terms.]
Severability, waiver, and entire agreement. If a provision is held unenforceable, the rest remains in effect. A failure to enforce is not a waiver. This Agreement, with its Order Forms and incorporated documents, is the entire agreement on its subject matter and supersedes prior proposals and understandings. Terms in a purchase order or vendor portal are of no effect.
Survival. Sections 6 (fees, for amounts accrued), 8 (Customer Data), 9 (confidentiality), 13 (disclaimers), 14 (indemnification), 15 (limitation of liability), and 16 (general) survive termination.
Suggested checkbox copy for the Order Form / checkout screen:
☐ I have read and agree to the Master Subscription Agreement (version [1.0]), the Billing, Cancellation and Refund Policy, and the Data Protection Addendum, and I accept the Order Form shown above. I understand that my subscription renews automatically and that I can cancel at any time from my account settings.
Lista records the document versions accepted, the Order Form accepted, the date and time of acceptance, and the IP address from which acceptance was submitted.
CONFIDENTIAL — E-Systematic LLC / ListaCRM. Draft prepared for internal review. Both documents require review and approval by qualified counsel before publication or use.
