Our Terms of Service

Last Updated: November 26, 2025

These Terms of Service ("Terms") govern your access to and use of the API services provided by Repliers ("we," "us," or "our"). By accessing or using our services, you ("Client," "you," or "your") agree to be bound by these Terms.

1. Service Description

Repliers provides API services for real estate data integration and management. Our services enable clients to access, integrate, and utilize real estate listing data in compliance with applicable MLS rules and regulations.

2. Intellectual Property Rights

2.1 Repliers' Ownership

Repliers retains all rights, title, and interest in and to the API services, including all software, technology, documentation, processes, and know-how used to provide the services. This includes all intellectual property rights, patents, copyrights, trademarks, trade secrets, and proprietary information.

2.2 Client Data Ownership

You retain all rights, title, and interest in and to your proprietary data, content, and information that you provide to or through our services.

2.3 License Grant

Subject to your compliance with these Terms, Repliers grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the API services solely for your internal business purposes as described in these Terms.

2.4 Restrictions

You shall not:

• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the API or any portion thereof
• Copy, modify, adapt, or create derivative works of the API
• Remove, obscure, or alter any proprietary notices on the API or documentation
• Use the API to develop a competing product or service
• Attempt to gain unauthorized access to the API or its related systems
• Replicate, copy, or download data in bulk for the purpose of creating local databases or datasets, except as expressly permitted for MLS data under your data feed agreements or with our prior written consent for non-MLS data

3. Client Obligations

By using our services, you agree to:

3.1 Compliance

• Use our API in compliance with your real estate board's VOW Data Feed Agreement, IDX Data Feed Agreement, MLS® Rules and Policies, or any alternative designations determined by your board
• Observe all other applicable policies and regulations
• If you have provided Repliers with your own MLS access credentials, you are responsible for informing your MLS and adding Repliers as a subcontractor to your data license. You assume all responsibility for this requirement and any consequences of non-compliance

3.2 Security and Data Protection

• Implement measures and best practices to prevent your application from being scraped by third parties and bots (see our Security Best Practices)
• Store API authentication credentials securely and not share them with unauthorized third parties
• Not engage in or permit scraping, bulk downloading, or any other means of extracting data from our CDN that is not aligned with standard user requests as part of your application's functionality

3.3 Application Compliance

• Submit your application(s) to us and/or your real estate board (if required) for compliance screening prior to publishing or distributing
• Participate in periodic compliance checks performed by us and/or your real estate board (if required)

3.4 Payment Terms

• Provide payment within seven (7) days after an invoice is issued
• Understand that failure to pay may result in service suspension or termination

3.5 Exclusive Use

• Use our API services for your exclusive use only
• Not share, resell, or grant access to any other individuals, organizations, or third parties
• Understand that unauthorized sharing, resale, or access constitutes a material breach of these Terms

3.6 Technical Competency

• Possess and maintain the required standard of understanding, capability, and skill to effectively utilize, implement, and manage our REST API
• Ensure that your employees and representatives who interact with our personnel possess professional working proficiency in English (both written and verbal)

3.7 Data Replication and Storage

• Repliers is designed for on-demand, real-time connectivity to your application, not for data replication purposes
• You acknowledge that the API is intended to provide real-time access to data rather than to facilitate bulk copying or local storage of datasets
• For MLS data, you agree to use the API in accordance with your MLS rules and data feed agreements, which may prohibit or restrict data replication
• For non-MLS data provided through our services, you may not copy, replicate, or store data locally under any circumstances without our prior written consent
• Any data copied with our written consent must be deleted or destroyed in its entirety immediately upon termination of your subscription
• Unauthorized data replication constitutes a material breach of these Terms

3.8 Data Deletion

• Delete any proprietary data obtained through use of our API in its entirety upon termination of this agreement
• This includes any data that was copied or replicated with our written consent
• Provide written confirmation of data deletion if requested

4. Data Privacy and Exclusivity

We will not use, share, or repurpose any proprietary data, information, or content you provide, including data accessed using your credentials, authentication tokens, or access keys, for the benefit of any other clients or third parties. All such data shall be used exclusively for providing services to you.

This restriction applies to both the original form of the data and any derived, aggregated, or transformed versions thereof. Upon termination of services, we will cease all use of such data and return or destroy it in accordance with applicable data handling requirements.

5. Usage Limitations and Fees

5.1 Basic Subscription

• Includes 1 million API requests per month
• Additional requests are charged per 1,000 requests following a linear rate structure aligned with the subscription price
• Example: If the standard subscription costs $149 per month, additional requests beyond 1 million are billed at $0.149 per 1,000 requests

5.2 Rate Limits

• Standard rate limit: 5 requests per second per API Key
• When our firewall is in place, the rate limit applies per individual user of your application, as we are able to monitor individual user activity
• Rate limit increases may be requested and are subject to our review
• We may request an increase in monthly subscription cost to accommodate increased rate limits

5.3 Additional Features

• Text messaging features incur additional fees (see Twilio SMS Pricing)
• Add-on features incur additional costs added to your monthly subscription

5.4 Price Adjustments

• Repliers reserves the right to increase subscription prices by up to 2.5% per year to account for inflation
• Price increases may be applied annually or on a cumulative basis. For example, if you have been a subscriber for four years without a price increase, a cumulative adjustment of up to 10% may be applied
• You will receive advance written notice of any price increases
• Pricing will never exceed the posted rates on our website at https://repliers.com/plans-and-pricing/

6. Subscription Terms and Commitment

6.1 New Dataset Integration

For subscriptions involving a dataset that Repliers has not yet integrated with, you agree to a minimum one (1) year commitment from the date of service activation.

6.2 Existing Dataset Integration

For datasets that Repliers has already integrated with, billing is month-to-month and you may cancel with thirty (30) days written notice at any time.

7. Service Level and Availability

7.1 Uptime Guarantee

Repliers guarantees 99.5% uptime for non-third-party components of our service. Uptime can be monitored in real-time at https://repliers.statuspage.io/

7.2 Third-Party Service Exclusions

The uptime guarantee does not apply to:

• Outages or performance issues caused by third-party service providers (including MLS data feeds, Twilio, CDN providers, or cloud infrastructure)
• Scheduled maintenance performed with advance notice
• Force majeure events or circumstances beyond our reasonable control
• Issues caused by your systems, network, or misuse of the API

7.3 Service Credits

If we fail to meet the 99.5% uptime guarantee in any calendar month, you will be eligible for a service credit equal to 25% of the monthly subscription charges for that period. To claim a service credit:

• You must submit a written request within thirty (30) days of the end of the affected month
• Service credits are your sole and exclusive remedy for any uptime failures
• Service credits will be applied to your next invoice and cannot be refunded as cash

7.4 Scheduled Maintenance

We reserve the right to perform scheduled maintenance with reasonable advance notice when possible. Scheduled maintenance windows are excluded from uptime calculations.

7.5 Suspension Rights

We reserve the right to suspend or restrict your access to the API services immediately and without liability in the following circumstances:

• Non-payment of fees or charges
• Breach of these Terms, including security or compliance violations
• Suspected fraudulent, abusive, or illegal activity
• Actions that pose a security risk to our systems or other clients
• Excessive usage that impacts system performance or other clients
• Upon request from law enforcement or regulatory authorities

We will provide notice of suspension when reasonably possible, except where immediate suspension is necessary to protect our systems, other clients, or to comply with legal requirements.

8. Data Retention and Backup

8.1 Data Retention

We retain client data for the duration of the service relationship and for a period of thirty (30) days following termination to allow for data retrieval or migration, unless a longer retention period is required by law or requested by you.

8.2 Backup Practices

We maintain regular backups of client data as part of our standard operational procedures. However, you remain responsible for maintaining your own independent backups of critical data.

8.3 Data Retrieval

Upon termination, you may request retrieval of your data within the thirty (30) day retention period. After this period, we reserve the right to delete all client data from our systems.

9. Audit and Compliance

9.1 Audit Rights

Repliers reserves the right to audit your use of the API services to ensure compliance with these Terms, MLS rules and regulations, and applicable data feed agreements. Such audits may be conducted:

• Upon reasonable notice during normal business hours
• Remotely through automated monitoring tools
• In response to complaints or suspected violations

9.2 Cooperation

You agree to cooperate fully with any compliance audits and provide requested documentation, access to systems, and information necessary to verify compliance.

9.3 Real Estate Board Audits

You acknowledge that your real estate board may also conduct compliance audits and agree to participate in such audits as required by your data feed agreements.

10. Third-Party Services and Dependencies

10.1 Third-Party Services

Our API services may rely on or integrate with third-party services, including but not limited to:

• MLS data feeds and real estate board services
• Twilio for text messaging features
• Content delivery networks (CDN)
• Cloud infrastructure providers

10.2 Third-Party Limitations

We are not responsible for:

• Interruptions, delays, or failures caused by third-party service providers
• Changes to third-party terms, pricing, or availability
• Data accuracy or completeness issues originating from third-party data sources

10.3 Third-Party Terms

Your use of certain features may be subject to additional third-party terms and conditions. You are responsible for reviewing and complying with any applicable third-party terms.

11. Term and Termination

11.1 Term

These Terms remain in effect until terminated as follows:

11.2 Termination With Cause

Either party may terminate immediately if the other party breaches any term or condition of this agreement.

11.3 Termination Without Cause

• We may terminate upon not less than one (1) year prior written notice to you
• You may terminate in accordance with the subscription commitment periods outlined in Section 6 above

12. Warranties and Disclaimers

12.1 Warranty Disclaimer

THE API SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, REPLIERS DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY DATA OR CONTENT
• WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE
• WARRANTIES REGARDING THE RESULTS OBTAINED FROM USE OF THE SERVICES

12.2 Data Disclaimer

All data provided through our services is provided on an "AS IS" basis and without warranty or representation as to its accuracy or completeness.

12.3 Force Majeure

Neither party shall be liable for any delay or failure to perform obligations (other than payment obligations) where such delay or failure results from any act or failure to act beyond their reasonable control, provided timely written notice is given and commercially reasonable efforts are made to cure the delay.

13. Limitation of Liability

13.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, REPLIERS' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF THE API SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO REPLIERS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

13.2 Exclusion of Consequential Damages

IN NO EVENT SHALL REPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, or business opportunities
• Loss of data or information
• Cost of procurement of substitute goods or services
• Business interruption
• Loss of goodwill or reputation

These exclusions apply regardless of the legal theory (contract, tort, negligence, or otherwise) and even if Repliers has been advised of the possibility of such damages.

13.3 Exceptions

The limitations in this section do not apply to:

• Your payment obligations
• Your indemnification obligations
• Liability arising from willful misconduct or gross negligence
• Liability that cannot be excluded or limited under applicable law

14. Indemnification

Each party will defend, indemnify, and hold harmless the other party and its officers, directors, shareholders, members, affiliates, representatives, employees, agents, and assigns from and against any claims or actions of third parties, including costs and expenses (including reasonable attorneys' fees) incurred as a result of the indemnifying party's actions or failures to act under or in relation to these Terms.

15. Confidentiality

Both parties agree to maintain the confidentiality of the working relationship. Neither party shall disclose the existence or nature of the working relationship to any third party without prior written consent. This includes public announcements, marketing materials, client lists, or other communications that would reveal the existence of the working relationship. This obligation survives termination.

16. Export Compliance

You agree to comply with all applicable export control laws and regulations, including those of Canada, the United States, and any other relevant jurisdiction. You shall not use, export, re-export, or transfer the API services, or any direct product thereof, in violation of any applicable laws or regulations.

17. General Provisions

17.1 Changes to Terms

These Terms may be modified from time to time. By continuing to use our services after such modifications, you acknowledge and agree to be bound by the updated Terms. We will provide notice of material changes through the email address on file.

17.2 Notices

All notices shall be electronically submitted to the email addresses on file with both parties.

17.3 Assignment

Neither party may assign its rights or duties under these Terms without the prior written consent of the other party.

17.4 Governing Law

These Terms shall be construed and enforced in accordance with the laws of the Province of Ontario, Canada, except for its conflict of law provisions. Any disputes shall be resolved by binding arbitration pursuant to the rules and procedures of judicial dispute resolution.

17.5 Complete Agreement

These Terms constitute the complete understanding between the parties and supersede all prior understandings and agreements. Any waiver, modification, or amendment shall be effective only if in writing and signed by both parties.

17.6 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect.

18. Contact Information

For questions about these Terms of Service, please contact us at:

Repliers

169 Enterprise Blvd, Unit 300

Markham, ON, L6G 0E7

Canada

By using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service, including any future modifications to these Terms.

Updated on: 26/11/2025