Our Terms of Service

Last Updated: Jan 16, 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 ("Subscriber") agree to be bound by these Terms.

1. Service Description

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

2. Definitions and Parties

2.1 Defined Terms

For purposes of this Agreement:

• "Subscriber" means the individual or entity who holds the subscription account and is responsible for payment (either a Broker of Record or an Agent).

• "Vendor" means the individual or entity who will access and use the API services to develop and maintain the application. The Vendor may be the Subscriber themselves, or a third-party developer or development company.

• "Broker of Record" means the licensed real estate broker who either: (a) is the Subscriber, or (b) provides oversight and supervision when an Agent is the Subscriber.

• "Agent" means a licensed real estate agent operating under the supervision of a Broker of Record.

2.2 Parties to this Agreement

This Agreement is entered into by and among Repliers and all parties who execute this Agreement. Depending on the nature of the subscription, the parties may include:

• The Subscriber (Broker of Record or Agent)
• The Broker of Record (if different from or in addition to the Subscriber)
• The Vendor (if a third party is developing the application)

2.3 Joint and Several Liability

All signing parties are jointly and severally liable for compliance with these Terms. Each party acknowledges that:

• Repliers may look to any signing party for fulfillment of obligations under this Agreement
• Each party is responsible for ensuring all other signing parties comply with these Terms
• Breach by any signing party constitutes breach by all parties

3. Intellectual Property Rights

3.1 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.

3.2 Subscriber Data Ownership

The Subscriber retains all rights, title, and interest in and to their proprietary data, content, and information that they provide to or through our services.

3.3 License Grant

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

3.4 Restrictions

The parties to this Agreement 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 data feed agreements or with our prior written consent for non-MLS data

4. Obligations

4.1 Subscriber Obligations

The Subscriber agrees to:

• Provide payment within seven (7) days after an invoice is issued
• Understand that failure to pay may result in service suspension or termination
• Understand that subscription fees are non-refundable and no credits are provided for underutilization (service availability, not usage)
• Use the API services exclusively for the parties to this Agreement 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

4.2 Vendor Obligations

The Vendor agrees to:

• Implement security measures and best practices to prevent scraping 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 the application's functionality
• Submit the application(s) to Repliers and/or the real estate board (if required) for compliance screening prior to publishing or distributing
• Participate in periodic compliance checks performed by Repliers and/or the real estate board (if required)
• Possess and maintain the required standard of understanding, capability, and skill to effectively utilize, implement, and manage our REST API
• Ensure that employees and representatives who interact with Repliers personnel possess professional working proficiency in English (both written and verbal)
• Comply with all data replication and storage restrictions outlined in Section 4.7
• Delete all proprietary data obtained through the API upon termination as outlined in Section 4.8

4.3 Broker of Record Obligations

The Broker of Record agrees to:

• Provide oversight and supervision as required by real estate regulations
• Facilitate compliance with applicable VOW Data Feed Agreements, IDX Data Feed Agreements, MLS® Rules and Policies, or alternative designations determined by the real estate board
• If providing MLS access credentials to Repliers, inform the MLS and add Repliers as a subcontractor to the data license as required

4.4 Agent Obligations (when Agent is the Subscriber)

The Agent agrees to:

• Operate under the supervision and oversight of their Broker of Record
• Ensure all use of the API services complies with their brokerage's policies and procedures
• Obtain necessary approvals from their Broker of Record for application development and deployment

4.5 Shared Compliance Obligations

All parties to this Agreement collectively agree to:

• Use the API in compliance with all applicable VOW Data Feed Agreements, IDX Data Feed Agreements, MLS® Rules and Policies, or alternative designations determined by the real estate board
• Observe all other applicable real estate policies and regulations
• Cooperate with each other to ensure full compliance with all applicable requirements
• Each party assumes responsibility for their own actions and any consequences of their non-compliance with these Terms

4.6 Exclusive Use

All parties acknowledge and agree that:

• The API services are for the exclusive use of the parties to this Agreement only
• The services may not be shared, resold, or granted access to any other individuals, organizations, or third parties
• Unauthorized sharing, resale, or access constitutes a material breach of these Terms

4.7 Data Replication and Storage

All parties acknowledge and agree that:

• Repliers is designed for on-demand, real-time connectivity to applications, not for data replication purposes
• 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, the API must be used in accordance with MLS rules and data feed agreements, which may prohibit or restrict data replication
• For non-MLS data provided through our services, copying, replicating, or storing data locally is prohibited 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 the subscription
• Unauthorized data replication constitutes a material breach of these Terms

4.8 Data Deletion

All parties agree to:

• 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

5. Data Privacy and Exclusivity

We will not use, share, or repurpose any proprietary data, information, or content provided by the parties to this Agreement, including data accessed using their 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 the parties to this Agreement.

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.

6. Usage Limitations and Fees

6.1 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

6.2 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 the 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

6.3 Additional Features

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

6.4 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 the Subscriber has maintained a subscription for four years without a price increase, a cumulative adjustment of up to 10% may be applied
• The Subscriber 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/

7. Subscription Terms and Commitment

7.1 New Dataset Integration

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

7.2 Existing Dataset Integration

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

8. MLS Licensing Process and Timeline

8.1 Licensing Timeline Disclaimer

The process of obtaining MLS data access and licensing varies significantly between different Multiple Listing Services and is subject to each MLS's individual review procedures, requirements, and response times. Repliers cannot guarantee or warrant any specific timeline for completion of the licensing process.

8.2 Subscription Commencement

The subscription begins when we initiate the licensing process on behalf of the Subscriber with the applicable MLS. The Subscriber acknowledges and agrees that:

• Repliers will not commence the licensing process until the first subscription payment is received
• Facilitating and managing the MLS licensing process is part of the service we provide
• Subscription fees apply from the date we begin the licensing process, regardless of the duration or outcome
• The time and resources required to navigate the licensing process are included in our service delivery

8.3 Licensing Process Updates

We will keep the Subscriber reasonably informed of progress during the licensing process, including:

• Status updates on the licensing application
• Any requirements or documentation requests from the MLS
• Anticipated delays or issues that arise

8.4 No Guarantee of Approval

Repliers does not guarantee that the licensing application will be approved by the MLS. The Subscriber acknowledges that:

• Final approval decisions rest solely with the applicable MLS
• MLSs may reject applications for various reasons beyond our control
• No refunds will be issued for any payments made to Repliers if the licensing application is rejected or denied
• The Subscriber remains responsible for all subscription fees incurred during the licensing process regardless of outcome

8.5 Phased Data Access

The Subscriber acknowledges that:

• MLSs may provide access to a subset of available data initially, with full data access granted later
• The Subscriber may be subject to detailed compliance reviews at any stage of the process
• The MLS may impose additional requirements or restrictions on data access at their discretion

8.6 Response Time Dependencies

The licensing timeline depends on factors outside of Repliers' control, including but not limited to:

• The MLS's processing time and internal procedures
• The completeness and accuracy of information provided by the Subscriber
• The Subscriber's response time to MLS inquiries, documentation requests, or compliance concerns
• The complexity of compliance requirements specific to the use case
• Backlogs or staffing constraints at the MLS

Repliers is not responsible for delays caused by any of these factors.

8.7 Party Cooperation

The parties to this Agreement agree to:

• Respond promptly to all requests from the MLS or from Repliers regarding the licensing process
• Provide complete and accurate information as required
• Address any compliance concerns raised by the MLS in a timely manner
• Understand that delays in responses may extend the licensing timeline

8.8 Post-Licensing Integration Timeline

Upon successful completion of the licensing process:

• For new MLS integrations (MLSs that Repliers has not previously integrated with), it may take 1-3 weeks for Repliers to complete the technical integration and provide access to the data
• For existing MLS integrations (MLSs that Repliers has already integrated with), access should be provided promptly following licensing approval

8.9 Sample Dataset and Implementation Support

To facilitate development during the licensing and integration period, Repliers provides:

• Access to a sample dataset that can be used while licensing and integration are in progress
• The sample dataset is specifically designed to allow development to continue without delays
• Implementation support according to the selected subscription plan, which is available exclusively to Subscribers
• The level and scope of implementation support depend on the plan selection and are detailed in the subscription agreement

9. Service Level and Availability

9.1 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/

9.2 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 systems, networks, or misuse of the API by the parties to this Agreement

9.3 Service Credits

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

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

9.4 Scheduled Maintenance

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

9.5 Suspension Rights

We reserve the right to suspend or restrict 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.

10. Data Retention and Backup

10.1 Data Retention

We retain data for the parties to this Agreement 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.

10.2 Backup Practices

We maintain regular backups of data as part of our standard operational procedures. However, the parties to this Agreement remain responsible for maintaining their own independent backups of critical data.

10.3 Data Retrieval

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

11. Audit and Compliance

11.1 Audit Rights

Repliers reserves the right to audit 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

11.2 Cooperation

The parties to this Agreement agree to cooperate fully with any compliance audits and provide requested documentation, access to systems, and information necessary to verify compliance.

11.3 Real Estate Board Audits

The parties to this Agreement acknowledge that the applicable real estate board may also conduct compliance audits and agree to participate in such audits as required by data feed agreements.

12. Third-Party Services and Dependencies

12.1 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

12.2 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

12.3 Third-Party Terms

Use of certain features may be subject to additional third-party terms and conditions. The parties to this Agreement are responsible for reviewing and complying with any applicable third-party terms.

13. Term and Termination

13.1 Term

These Terms remain in effect until terminated as follows:

13.2 Termination With Cause

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

13.3 Termination Without Cause

• We may terminate upon not less than one (1) year prior written notice to the Subscriber
• The Subscriber may terminate in accordance with the subscription commitment periods outlined in Section 7 above

14. Warranties and Disclaimers

14.1 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

14.2 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.

14.3 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.

15. Limitation of Liability

15.1 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 THE SUBSCRIBER TO REPLIERS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

15.2 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.

15.3 Exceptions

The limitations in this section do not apply to:

• Payment obligations
• Indemnification obligations
• Liability arising from willful misconduct or gross negligence
• Liability that cannot be excluded or limited under applicable law

16. 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.

17. Confidentiality

All parties agree to maintain the confidentiality of the working relationship. No 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.

18. Export Compliance

The parties to this Agreement agree to comply with all applicable export control laws and regulations, including those of Canada, the United States, and any other relevant jurisdiction. The API services, or any direct product thereof, shall not be used, exported, re-exported, or transferred in violation of any applicable laws or regulations.

19. General Provisions

19.1 Changes to Terms

These Terms may be modified from time to time. By continuing to use our services after such modifications, the parties to this Agreement acknowledge and agree to be bound by the updated Terms.

19.2 Notices

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

19.3 Assignment

No party may assign its rights or duties under these Terms without the prior written consent of the other parties.

19.4 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.

19.5 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 all parties.

19.6 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.

20. 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, all parties to this Agreement acknowledge that they have read, understood, and agree to be bound by these Terms of Service, including any future modifications to these Terms.

Updated on: 16/01/2026