Upon acceptance of this AUTHORIZED USER AGREEMENT (the “Agreement”) this Agreement will govern my right, as the Authorized User, to use the Lockbox System as hereinafter defined.
HMLS and SentriLock, LLC (“SentriLock”) have contracted under separate agreement for lockbox services, namely SentriLock Bluetooth® REALTOR® Lockbox Series System (“Lockbox System”). The Lockbox System includes the Bluetooth REALTOR® Lockbox (“Lockbox”) and access to SentriKey® and SentriConnect® apps for management of the Lockbox access and administration. HMLS will offer the Lockbox Services to active Participants and Subscribers of the HMLS. The parties agree as follows:
1. USE: An Authorized User is described as a Participant or Subscriber who is an active member of the Helena Association of Realtors. The Authorized User may use the Lockbox System and any Lockbox HMLS provides to and registers to Authorized User in connection with the Authorized User’s normal and customary activities, while acting as a real estate agent, appraiser or other HMLS approved Authorized User within the terms and conditions set forth in this Agreement.
2. OWNERSHIP: The Lockboxes are, and shall at all times be and remain, the sole and exclusive property of HMLS. The Authorized User will have no right, title or interest in any Lockbox except as expressly set forth in this Agreement.
3. TERM: The term of this Agreement begins on the date the Authorized User accepts this Agreement and terminates on the earlier of: (1) termination of HMLS’s master agreement with SentriLock; (2) the Authorized User terminates participation with HMLS; (3) HMLS terminates this Agreement as provided in Section 9; or (4) the Authorized User terminates this Agreement with written notice to HMLS. Upon termination of this Agreement for any reason, Authorized User shall surrender his/her usage of the Lockbox System immediately and return all Lockboxes to HMLS in good condition. Authorized User shall reimburse HMLS for the cost of any damaged or lost Lockboxes, including any applicable shipping charges.
4. PAYMENT: HMLS shall invoice the Authorized User for Lockbox Services annually or in accordance with HMLS’s billing policy. The annual user fee is nonrefundable. Authorized User will be assessed a User Fee for use of the Lockbox System as determined by the HMLS Board of Directors. If Authorized User fails to pay the User Fee by the due date, SentriLock may assess a late penalty and/or reactivation fee, and de-activate Authorized User’s service until the fees and late penalty are paid in full.
5. LICENSE: Authorized User acknowledges that the Lockbox System and the Lockbox are the sole property of SentriLock and HMLS. Authorized User acknowledges that the System is a work in which SentriLock has patent, copyright and trademark rights and that the license to HMLS is for the purpose of facilitating its members’ ability to show real estate they have listed for sale or conduct ancillary real estate services related to the sale of real estate. Authorized User is prohibited from selling, assigning, distributing, providing access to, reverse engineering, decompiling, modifying, disclosing or otherwise transferring the System or any portion or element thereof. Authorized User shall use the Lockbox System in a careful and proper manner and shall comply with and conform to all national, state, municipal, police and other laws, ordinances and regulations in any way relating to the possession, use or maintenance of the Lockboxes. Any Lockbox registered to Authorized User by HMLS under this Agreement shall be returned as required by SentriLock or HMLS. HMLS may, at its discretion, require Authorized Users to replace the SentriLock Lockboxes with replacement SentriLock lockboxes compatible with the system.
6. LOSS AND DAMAGE: Authorized User assumes and shall bear the entire risk of loss and damage to the Lockboxes from any and every cause whatsoever. No loss or damage to the Lockboxes or any part thereof shall impair any obligation of Authorized User under this Agreement which shall continue in full force and effect.
a. In the event any Lockbox is damaged, Authorized User shall return the damaged Lockbox to HMLS who shall submit it to SentriLock for repair or replacement. To the extent the repair or replacement is not covered by the SentriLock warranty, Authorized User shall reimburse HMLS for any costs incurred in connection with the repair or replacement of the Lockbox.
b. If a Lockbox is lost or stolen, or if in the reasonable judgment of HMLS a Lockbox is destroyed or damaged beyond repair, Authorized User will pay HMLS the total current replacement cost including applicable shipping costs.
7. AUDIT/INSPECTION: From time to time, HMLS may conduct a full audit requiring Authorized Users to verify the then-current location of all Lockboxes. Authorized User agrees to fully cooperate with such audits. HMLS shall, at any and all times, have the right to go to any property where a Lockbox is located for the purpose of inspecting the same or observing its use. Authorized User shall give HMLS immediate notice of any attachment or other judicial process affecting any Lockbox and shall, whenever HMLS requests, advise HMLS of the exact location of each Lockbox. In the event a Lockbox cannot be accounted for, HMLS reserves the right to assess a replacement cost of the box, including any applicable shipping cost, to the Authorized User.
Lockboxes owned or leased by HMLS can be recalled at any time whatsoever with notice to Authorized User. If Authorized User fails to return Lockboxes as indicated in the notice, HMLS reserves the right to assess the replacement cost of the Lockbox/es, including any applicable shipping costs, to the Authorized User.
8. DISCLAIMER OF WARRANTIES: HMLS is not the manufacturer, supplier or dealer of the Lockbox System. Accordingly, HMLS makes no warranties, expressed or implied, regarding the fitness, merchantability, design, condition, capacity, performance, or any other aspect of the Lockbox System, or any components thereof, or their materials or workmanship. HMLS further disclaims any liability for loss, damage, or injury to Authorized User or third parties as a result of any defects, latent or otherwise, in the Lockbox System, whether arising from HMLS’s negligence or application of the laws of strict liability. Authorized User takes possession of any and all Lockboxes issued to it “AS IS”.
9. FAILURE TO COMPLY: Authorized User agrees to be subject to the disciplinary rules and procedures of HMLS for violation of any provision of this Agreement. Discipline may include forfeiture of the Authorized User’s access to the Lockbox System and the Authorized User’s right to retain any Lockbox issued to the Authorized User under this Agreement. HMLS or SentriLock may, at any time, fine an Authorized User, suspend or terminate access to the SentriLock System and revoke Lockbox Service for cause, including but not limited to:
a. Violation of HMLS's and/or HAR’s Rules and Regulations, applicable Bylaws, or other applicable rules or policies including regulations of the Montana Board of Realty Regulation and the National Association of REALTORS®;
b. Non-payment of fees due, regardless of conduct or other rules;
c. Sharing or loaning any Lockbox System credentials to another person, whether or not they are a member of HMLS;
d. Allowing access to the Lockbox without Seller’s written authorization;
e. Criminal activity including property damage and theft from a property secured by a SentriLock lockbox; or
f. Dissemination of any information that would jeopardize the security or integrity of the System, property secured by such, or the safety of the Authorized User, property owner(s), occupant(s), clients, customers, or other real estate professionals.
10. SURRENDER: Authorized User agrees to return the SentriLock Lockbox within five (5) business days to HMLS after occurrence of any of the following events:
a. Termination as an active Participant or Subscriber of HMLS;
b. Termination of Subscriber’s association with an active Broker Participant;
c. Termination of this Agreement under Section 9; or
d. In the event of the death of the Authorized User, heirs or personal representatives will return the SentriLock Lockbox to HMLS.
11. RECRIPROCITY: If accessing a Lockbox in an MLS or Association offering reciprocity, Authorized User agrees to abide by the applicable lockbox rules and policies of such MLS or Association and be subject to any discipline therein.
12. INDEMNIFICATION: Authorized User agrees to indemnify and hold HMLS and all of its respective officers, directors and employees harmless from any and all loss, cost, expense, claims or demands whatsoever by or against HMLS resulting from loss, use or misuse of the Lockbox System, including, but not limited to, any and all liabilities, including attorney's fees, incurred by them as a result of damage or injuries to property or persons arising out of entry by any person into any premises by use of the SentriLock System. The Authorized User shall promptly notify HMLS of any claim, and cooperate fully with them in defending or settling any claim.
13. NOTICES: All notices, demands, or consents required or permitted under this Agreement shall be either in writing and shall be delivered personally or sent by registered mail, certified mail, return receipt requested, or by a reputable overnight carrier service, or delivered by email, to the appropriate party at the following addresses:
HMLS: 2707 Colonial Drive, Helena MT 59601.
Authorized User: Refer to the contact information on file at HMLS.
14. ASSIGNMENT: Authorized User shall not assign or transfer this Agreement or any rights or obligations under this Agreement. Any unauthorized assignment or transfer of this Agreement or any rights or obligations thereunder, shall be void and constitute ground for immediate termination of this Agreement by HMLS.
All rights of HMLS hereunder may be assigned, pledged, mortgaged, transferred, or otherwise disposed of, either in whole or in part, without notice to Authorized User. If HMLS assigns this Agreement or the rentals due or to become due hereunder or any other interest herein, whether as security for any of its indebtedness or otherwise, no breach or default by HMLS hereunder or pursuant to any other agreement between Board/ Association or Authorized User, should there be one, shall excuse performance by Authorized User of any provision hereof. No such assignee shall be obligated to perform any duty, covenant or condition required to be performed by HMLS under the terms of this Agreement. Anything herein contained to the contrary, HMLS shall not have the right to, and agrees that it will not, include in any such assignment any of HMLS’s rights against vendors, manufacturers or suppliers of any of the Lockboxes.
15. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of Montana. Authorized User acknowledges that by entering into this Agreement, he or she has transacted business in the State of Montana. Authorized User hereby voluntarily submits and consents to and waives any defense to the jurisdiction of courts located in State of Montana, as to all matters relating to or arising from this Agreement. The prevailing party shall be awarded its reasonable attorneys' fees and costs in any proceeding arising out of or related to this Agreement.
16. PARTIAL INVALIDITY: Any provision of this Agreement which is determined by a court of competent jurisdiction to be invalid or otherwise unenforceable shall not invalidate or make unenforceable any other provision of this Agreement.
17. ENTIRE AGREEMENT: This written contract expresses the entire agreement between the Authorized User and HMLS with respect to the Lockbox System. This Agreement supersedes any and all other agreements, either oral or in writing. No other agreement, statement or promise relating to the subject matter of the Agreement which is not contained herein shall be valid or binding. This Agreement is binding upon the heirs and personal representatives of the Authorized User.
18.AGREEMENT AND ACKNOWLEDGEMENT: I acknowledge that I have read and agree to comply with HMLS Rules and Regulations and Lockbox System Policies as may be from time to time amended. A copy of the HMLS Rules and Regulations and Lockbox System Policies can obtained from the HMLS office
. I understand that violations of HMLS Rules and Regulations and Lockbox System Policies may result in fines and/or suspension or termination of Lockbox Service.