RECITALS AND PREAMBLE

This MLS Listing Data Display Agreement and Terms of Use (hereinafter "Agreement" or "Terms") governs the display, reproduction, distribution, and use of Multiple Listing Service ("MLS") property data and associated content published on the website Ecuador-Realty.com and its associated subdomains (collectively, the "Platform"), operated by Ecuador Realty, a duly licensed real estate firm established under the laws of the Republic of Ecuador, with its principal place of business in Salinas, Province of Santa Elena, Ecuador.

Ecuador Realty has entered into a data licensing and technology services agreement (the "MLS Provider Agreement") with an authorized Multiple Listing Service provider (the "MLS Provider"), which grants Ecuador Realty the contractual right to access, display, and redistribute active property listings submitted by member agents and brokerages to the MLS database. This Agreement sets forth the terms under which such listing data is published on the Platform, the rights and obligations of all parties who interact with said data, and the procedures available to listing agents or brokerages seeking to modify or restrict the display of their listings on the Platform.

By accessing or using the Platform, any user, visitor, listing agent, cooperating broker, or third party (collectively, "User" or "Users") acknowledges that they have read, understood, and agree to be bound by these Terms in their entirety. If you do not agree with any provision of this Agreement, you must discontinue use of the Platform immediately.

---

SECTION 1 — DEFINITIONS

For the purposes of this Agreement, the following terms shall have the meanings ascribed to them below:

• "Platform" means the website Ecuador-Realty.com, including all pages, subdomains, API endpoints, and digital interfaces operated by Ecuador Realty.
• "MLS" means a Multiple Listing Service — a cooperative real estate data-sharing system through which member agents and brokerages submit, manage, and exchange property listing information pursuant to agreed rules and standards.
• "MLS Provider" means the third-party entity that administers the MLS database from which Ecuador Realty is licensed to retrieve and display listing data. Ecuador Realty's rights to display listings derive exclusively from the MLS Provider Agreement in force between the parties.
• "MLS Provider Agreement" means the binding contractual instrument between Ecuador Realty and the MLS Provider, which authorizes Ecuador Realty to access, display, and redistribute active listing data through the Platform in accordance with the MLS Provider's applicable code of ethics, operating rules, and technology terms.
• "Listing" or "Property Listing" means any property record — including, but not limited to, its description, photographs, videos, pricing, location data, and associated metadata — submitted to the MLS database by a Member Agent.
• "Member Agent" or "Listing Agent" means any real estate agent, broker, brokerage firm, or other professional entity that has subscribed to the MLS and, in so doing, has agreed to the MLS Provider's rules, code of ethics, and data-sharing obligations, including the redistribution of their listings through authorized display agreements.
• "Active Listing" means any property record within the MLS database that is currently marked with a status of "Active" or equivalent, indicating that the property is available for sale, lease, or other disposition.
• "Cooperating Commission" means the compensation offered by a Listing Agent to cooperating agents or brokers who procure a buyer or tenant, as disclosed in the MLS listing and governed by the MLS Provider's code of ethics and commission rules.
• "Opt-Out Request" means a formal written request submitted by a Member Agent or their authorized representative to Ecuador Realty, requesting that their property listings be excluded from display on the Platform.
• "Ecuador Realty" means the licensed real estate firm operating the Platform, headquartered in Salinas, Ecuador.

---

SECTION 2 — AUTHORIZATION TO DISPLAY MLS LISTING DATA

2.1 Contractual Basis for Listing Display

Ecuador Realty's authority to display property listings originating from the MLS database is derived entirely from the MLS Provider Agreement, which constitutes a valid, binding, and currently in-force contractual authorization. Under this Agreement, the MLS Provider grants Ecuador Realty a non-exclusive, revocable license to access the MLS database and publish Active Listings on the Platform for the purpose of facilitating real estate transactions and promoting market transparency.

No individual pre-authorization from a Member Agent is required for their listings to appear on the Platform, as such authorization is subsumed within the data-sharing consent that each Member Agent provides at the time of subscription to the MLS. By subscribing to the MLS and submitting a listing for inclusion in the MLS database, each Member Agent conclusively agrees — pursuant to the MLS Provider's operative rules — that their listings may be displayed by other licensed MLS participants and authorized data recipients, including Ecuador Realty.

2.2 Scope of Displayed Data

The Platform may display, among other things, the following categories of MLS data as provided in real-time or near-real-time feeds from the MLS Provider:

• Property addresses, coordinates, and geographic information;
• Listing prices, price reductions, and price histories, to the extent such data is included in the MLS feed;
• Property descriptions, features, dimensions, and specifications;
• Photographs, virtual tours, floor plans, and other visual media submitted to the MLS by the Listing Agent;
• Listing status indicators (Active, Pending, Sold, Off-Market, etc.) as updated in the MLS database;
• Listing Agent identification, contact information, and brokerage affiliation, as required by applicable MLS rules and professional standards;
• Offered cooperating commission amounts, where applicable and where permitted by MLS rules.

2.3 Accuracy and Currency of Listings

Ecuador Realty shall make commercially reasonable efforts to ensure that listing data displayed on the Platform accurately reflects the information contained in the MLS database feed at the time of publication. However, Ecuador Realty cannot guarantee the absolute accuracy, completeness, or currency of listing data, as the Platform is dependent upon data feeds provided by the MLS Provider and is subject to the inherent latency of data synchronization processes.

Ecuador Realty reserves the right to correct, update, or remove listing data at any time upon receipt of notification that displayed information is inaccurate, outdated, or otherwise inconsistent with the MLS database.

2.4 No Agency Relationship with Third-Party Listings

The display of a listing on the Platform does not constitute, and shall not be construed as, an assertion by Ecuador Realty that it is the listing broker, the exclusive representative of the seller, or the cooperating agent for a given property, unless such relationship is expressly stated. Listings originating from third-party Member Agents are displayed for informational and cooperative purposes only, consistent with the MLS Provider Agreement.

---

SECTION 3 — RIGHTS OF LISTING AGENTS AND BROKERAGES

3.1 Pre-Existing Consent by MLS Subscription

Any Member Agent who contends that their listing is displayed on the Platform without authorization is respectfully directed to review the terms of their subscription agreement with the MLS Provider. By subscribing to the MLS, each Member Agent entered into a binding agreement that expressly permits authorized data recipients — including Ecuador Realty — to display their listings pursuant to applicable IDX or equivalent data-sharing protocols. Disputes regarding the scope of such consent should be directed to the MLS Provider, which is the governing authority over the data-sharing framework that enables listing display on the Platform.

Ecuador Realty makes no representations, warranties, or guarantees regarding the internal MLS subscription terms applicable to any individual Member Agent. Ecuador Realty's display rights are grounded solely in the MLS Provider Agreement and are exercised in full compliance therewith.

3.2 Opt-Out Rights

Notwithstanding the foregoing, Ecuador Realty acknowledges the right of any Member Agent or brokerage to request the exclusion of their listings from the Platform. Any Member Agent who, for any reason, wishes to prevent their Active Listings from being displayed on Ecuador-Realty.com may submit a formal written Opt-Out Request via electronic mail to the following address:

The Opt-Out Request must include the following information to be considered valid and actionable:

• Full legal name of the requesting agent or brokerage entity;
• MLS member identification number or subscriber code;
• Specific MLS listing reference numbers (IDs) for each listing to be excluded, or a clear statement requesting exclusion of all listings associated with the requesting agent or brokerage;
• A valid return electronic mail address for confirmation of processing;
• Any additional identifying information reasonably requested by Ecuador Realty to verify the requestor's identity and authority over the listings in question.

3.3 Processing Timeline

Ecuador Realty shall process all duly completed and verifiable Opt-Out Requests within a maximum period of seventy-two (72) business hours from the date and time of receipt of a complete and valid request. For purposes of this provision, "business hours" shall mean the hours between 08:00 and 17:00 (ECT, UTC-5), Monday through Friday, excluding official Ecuadorian public holidays.

Upon successful processing of an Opt-Out Request, Ecuador Realty shall transmit a written confirmation to the electronic mail address provided by the requestor. Ecuador Realty shall update its database configurations to ensure that the excluded listings are suppressed from Platform display within the specified timeframe.

Please note that processing an Opt-Out Request removes listings from Ecuador Realty's Platform display only. It does not affect the listing's status within the MLS database, nor does it affect the listing's display on any other platform, website, or medium operated by third parties.

3.4 Reinstatement of Listings

A Member Agent who has previously submitted an Opt-Out Request may request reinstatement of their listings on the Platform at any time by submitting a written reinstatement request to platforms@ecuador-realty.com. Ecuador Realty shall process reinstatement requests within seventy-two (72) business hours, subject to the continued existence of an active MLS Provider Agreement authorizing such display.

---

SECTION 4 — PROFESSIONAL STANDARDS AND COOPERATIVE OBLIGATIONS

4.1 Compliance with MLS Code of Ethics

Ecuador Realty operates in full compliance with the code of ethics and professional standards established by the MLS Provider. In particular, Ecuador Realty is bound by and hereby affirms its commitment to the following core obligations:

• Truthful and accurate representation: Ecuador Realty shall not engage in exaggeration, misrepresentation, or concealment of pertinent facts relating to any property or transaction. All displayed listing data shall be reproduced as received from the MLS feed, without unauthorized alteration or misleading editorial modification.
• Listing status integrity: Ecuador Realty shall reflect listing status changes — including Pending, Sold, Off-Market, and Expired designations — within a commercially reasonable timeframe following update of such status in the MLS database, with a target not to exceed seventy-two (72) business hours from the status change in the MLS feed.
• Non-interference with exclusive agreements: Ecuador Realty shall not use listing data obtained through the MLS to solicit clients who are known to be subject to existing exclusive representation agreements with other Member Agents, except as expressly permitted by applicable MLS rules.
• Prohibition on deceptive practices: Ecuador Realty shall not engage in deceptive or unauthorized framing of third-party listing content, shall not manipulate listing data in a manner that produces a misleading result, and shall not represent third-party listings as its own exclusive inventory without appropriate disclosure.
• Protection of confidential information: Ecuador Realty shall not disclose or use confidential client or transaction information obtained through MLS participation for any purpose contrary to its obligations under the MLS Provider Agreement.

4.2 Cooperating Commission Disclosure and Compliance

Ecuador Realty acknowledges and affirms its obligation to respect and honor the cooperating commission structures established by Listing Agents within the MLS. Where a cooperating commission is offered in connection with a listing displayed on the Platform, Ecuador Realty shall:

• Disclose the existence and amount of any cooperating commission to the extent permitted and required by applicable MLS rules;
• Not alter, suppress, or misrepresent the cooperating commission offered by a Listing Agent;
• Honor commission-sharing obligations arising from transactions in which Ecuador Realty acts as the procuring cause or cooperating broker, in accordance with the terms disclosed in the MLS and any written agreement between the parties;
• Timely communicate any changes in commission arrangements prior to the submission of offers, consistent with MLS standards of practice.

4.3 Prohibited Competitive Conduct

Ecuador Realty shall not use MLS listing data to engage in any of the following prohibited activities:

• Deliberate interference with an existing exclusive listing or representation agreement between a Member Agent and their client;
• Unsolicited direct solicitation of sellers or landlords who are identifiably subject to an exclusive listing agreement with another Member Agent;
• Knowingly providing substantive real estate services to a buyer or tenant who is party to an existing exclusive buyer representation agreement with another Member Agent, without the prior written consent of the representing agent;
• Making false or misleading statements about other Member Agents, their listings, their businesses, or their professional conduct;
• Using MLS data to systematically target clients of other Member Agents for the purpose of diverting business relationships.

---

SECTION 5 — INTELLECTUAL PROPERTY AND CONTENT USAGE

5.1 Ownership of Listing Content

All photographs, videos, written descriptions, floor plans, virtual tours, and other original content submitted to the MLS by Member Agents remain the intellectual property of the respective Listing Agent or their authorized content provider, subject to the licensing terms of the MLS Provider Agreement. Ecuador Realty's right to display such content is derived solely from the MLS Provider Agreement and is limited to display on the Platform for the purpose of promoting the listed property.

Ecuador Realty does not claim ownership over any third-party listing content displayed on the Platform. Third-party content is reproduced on the Platform under the licensing authority of the MLS Provider Agreement and solely for the purpose of facilitating property searches and real estate transactions.

5.2 Restrictions on Third-Party Use

Users of the Platform — including but not limited to individual visitors, automated systems, scrapers, and competing real estate professionals — are expressly prohibited from:

• Reproducing, redistributing, republishing, or commercially exploiting any listing content displayed on the Platform without the prior written authorization of the originating Listing Agent and Ecuador Realty;
• Scraping, indexing, or systematically collecting listing data from the Platform by automated means, including web crawlers, bots, or data extraction tools, without the prior written authorization of Ecuador Realty;
• Using listing data accessed through the Platform to construct competing listing databases or to circumvent the MLS data-sharing framework;
• Removing, obscuring, or altering any attribution, branding, watermark, or credit associated with listing content displayed on the Platform.

5.3 Ecuador Realty Platform Content

All original content created by Ecuador Realty and published on the Platform — including editorial text, blog articles, marketing materials, graphic design elements, and proprietary data analyses — is the exclusive intellectual property of Ecuador Realty and is protected under applicable Ecuadorian and international copyright law. Reproduction or unauthorized use of Ecuador Realty's original content without prior written consent is strictly prohibited.

---

SECTION 6 — DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

6.1 Listing Data Accuracy

THE LISTING DATA DISPLAYED ON THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE," SOURCED FROM THE MLS PROVIDER'S DATABASE. ECUADOR REALTY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, COMPLETENESS, TIMELINESS, OR FITNESS FOR A PARTICULAR PURPOSE OF ANY LISTING DATA DISPLAYED ON THE PLATFORM.

Users are strongly advised to independently verify all material facts regarding any property of interest, including but not limited to property dimensions, pricing, legal status, encumbrances, zoning designations, and physical condition, prior to entering into any contractual commitment.

6.2 No Legal or Financial Advice

Nothing contained on the Platform constitutes legal, financial, investment, tax, or professional advice of any nature. Ecuador Realty strongly recommends that all parties to a real estate transaction obtain independent legal counsel and engage qualified financial advisors prior to entering into any binding agreement. Ecuador Realty expressly disclaims liability for any decision made by any User in reliance upon information published on the Platform.

6.3 Limitation of Liability

To the maximum extent permitted by applicable law, Ecuador Realty shall not be liable for any indirect, incidental, consequential, punitive, or special damages arising out of or in connection with the use of, or inability to use, the Platform or the listing data displayed thereon, including but not limited to damages for loss of profits, loss of data, loss of business opportunity, or reputational harm, regardless of the theory of liability and whether or not Ecuador Realty has been advised of the possibility of such damages.

---

SECTION 7 — FAIR HOUSING AND NON-DISCRIMINATION

Ecuador Realty is committed to the principles of equal opportunity in housing and real estate services. Ecuador Realty shall not engage in, and hereby expressly prohibits the Platform from being used to facilitate, any form of discrimination in the provision of real estate services on the basis of race, color, religion, sex, disability, familial status, national origin, or any other characteristic protected under applicable Ecuadorian law or international human rights standards.

No listing published on the Platform shall contain language indicating any preference, limitation, or discrimination inconsistent with the foregoing commitment. Ecuador Realty reserves the right to refuse to display or to remove from the Platform any listing content that, in Ecuador Realty's reasonable judgment, violates applicable anti-discrimination principles.

---

SECTION 8 — PRIVACY AND DATA PROTECTION

Ecuador Realty collects, processes, and stores personal data in connection with the operation of the Platform in accordance with applicable Ecuadorian data protection legislation and any applicable international standards. Personal data submitted by Users through inquiry forms, email correspondence, or other interactive features of the Platform is used exclusively for the purpose of responding to inquiries, facilitating real estate transactions, and improving Platform functionality.

Ecuador Realty does not sell, rent, or otherwise transfer personal data to third parties for independent commercial purposes without the express consent of the data subject, except where required by law or where necessary to facilitate a real estate transaction at the explicit request of the User.

Users who wish to exercise data access, rectification, deletion, or portability rights may submit a written request to platforms@ecuador-realty.com. Ecuador Realty shall respond to all verified data rights requests within the timeframes required by applicable law.

---

SECTION 9 — DISPUTE RESOLUTION

9.1 Good Faith Resolution

In the event of any dispute arising out of or in connection with these Terms, the display of listing data on the Platform, or Ecuador Realty's compliance with applicable MLS professional standards, the parties shall first endeavor in good faith to resolve such dispute through direct negotiation. Any party wishing to initiate a dispute resolution process shall submit a written notice of dispute to platforms@ecuador-realty.com, clearly describing the nature of the dispute and the remedy sought.

9.2 Jurisdiction and Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Republic of Ecuador. Any dispute that cannot be resolved through good-faith negotiation shall be subject to the exclusive jurisdiction of the competent courts of the Province of Santa Elena, Republic of Ecuador, or, where the parties agree in writing, submitted to arbitration or mediation before a recognized alternative dispute resolution body in accordance with applicable Ecuadorian law.

9.3 MLS Provider Disputes

Disputes between Member Agents and the MLS Provider concerning the scope of data-sharing consent, commission obligations, or compliance with MLS professional standards fall outside the jurisdiction of Ecuador Realty and must be addressed directly with the MLS Provider through its established dispute resolution mechanisms, which may include mediation, arbitration, or other proceedings administered by the MLS Provider.

---

SECTION 10 — AMENDMENTS AND UPDATES

Ecuador Realty reserves the right to amend, update, or revise these Terms at any time without prior notice. The most current version of these Terms shall be published on the Platform and shall supersede all prior versions upon the date of publication. Users are advised to review these Terms periodically. Continued use of the Platform following any amendment constitutes acceptance of the revised Terms.

In the event of a material change to the MLS Provider Agreement that affects Ecuador Realty's authority to display listing data, Ecuador Realty shall promptly update these Terms to reflect such change and shall communicate relevant modifications to affected parties through the Platform or via electronic mail to known registered contacts.

---

SECTION 11 — CONTACT INFORMATION AND NOTICES

All formal notices, Opt-Out Requests, data rights requests, dispute notices, and other official communications directed to Ecuador Realty in connection with these Terms must be submitted in writing via electronic mail to:

Ecuador Realty shall acknowledge receipt of all formal written communications within three (3) business days and shall endeavor to provide a substantive response within the timeframes specified in the applicable section of these Terms.

---

SECTION 12 — SEVERABILITY AND ENTIRE AGREEMENT

If any provision of these Terms is found by a court or arbitral tribunal of competent jurisdiction to be unlawful, void, or unenforceable, such provision shall be severed from these Terms without affecting the validity or enforceability of the remaining provisions, which shall continue in full force and effect.

These Terms, together with any applicable MLS Provider Agreement and any additional policies referenced herein, constitute the entire agreement between Ecuador Realty and its Users with respect to the subject matter hereof, and supersede all prior representations, agreements, understandings, and arrangements, whether written or oral, relating to the display of MLS listing data on the Platform.

---